LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — October 30–31, 2020, Page 12

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Bylaw 6.2: The functions indicated as “listed in the Synod Handbook” no longer are as they were
formerly (cf. 1998 Bylaw 4.97 [a]). At a minimum this phrase should be removed; the district may
wish further to bring this aspect of its bylaws into greater alignment with the present structure of
the Synod and its design for coordination with districts (e.g., Synod Bylaw 3.8.2.3).

The commission looks forward to review of a bylaw revision proposal addressing the above, as well as any
other changes the district intends to set before its upcoming convention.
As to Circuit 9’s proposed amendment to Northwest District Bylaws 5.7.5–6:
The proposed amendment to Northwest District Bylaws 5.7.5–6, dealing with financial disclosure of the
district’s records, is not inconsistent with the Constitution and Bylaws of the Synod.
In reviewing this proposed amendment and its rationale, the commission noted that each district is an
agency of the Synod (Synod Bylaw 1.2.1 [a][1]), having as its primary bylaws the Bylaws of the Synod
(Synod Bylaw 4.1.1.2). Synod Bylaw 1.5.4 therefore presently and fully applies to the districts as agencies,
requiring that a district provide any member congregation of the Synod with:
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full disclosure / inspection of all financial books and records (“all information,” except as
specifically excluded under subparagraph [a]), subject to the conditions of subparagraph (f);
full, audited financial statements and summary operating budgets (as reflected in subparagraph [c]);
and
“upon request,” quarterly financial statements “as reported to the respective governing boards”
(subparagraph [d]), that is, in the form that regularly supports the board’s “general management
and supervision of the district’s business…affairs” (Bylaw 4.5.1 [d]).

The provision of such information as is “produced for normal publication or distribution” shall be provided
free of charge (subparagraph [e]).
The proposed addition to the “secondary” bylaws of the district goes in some respects beyond the
requirement of the existing and in-force “primary” bylaws of the district (namely, Synod Bylaw 1.5.4), in
requiring general annual distribution of financial documents to all members of the district and in requiring
delivery of a full budget (perhaps as opposed to a “summary budget”) to any member (congregational or
individual) of the district. It is not, however, inconsistent with the Bylaws of the Synod for the district to
elect to hold its board and administration to the proposed higher standard in these respects.
64. Mid-South District Policy Manual (20-2952)
By a letter of September 21, 2020, the Secretary of the Mid-South District forwarded the “2020 Revision
Draft” of the “District Board of Directors Accountable Manager Governance Document” for the
commission’s review, largely in response to the commission’s previous review in Op. 14-2736 and
subsequent conversation between the district and the Secretary of the Synod. The commission notes that its
prior approval is not required for policy manuals, as it is for bylaws, but is pleased to review the document
and expresses its thanks to the district and its officers and board for significant work done since the last
review. The commission notes the following:
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A significant foreword / preamble (pp. 4–5) substantively clarifies the relationship of the district
president and board of directors in a manner consistent with the Constitution and Bylaws of the
Synod. This clear statement of relationships and distinction of duties and lines of supervision and
oversight itself serves as a necessary clarification and limitation on the otherwise largely “Policy
Governance” style delegation that remains elsewhere in the document (e.g., Policies 2.4.7.1–2;
Policy chapter 3; Policy 4.2.2–4). The reference to the “Mid-South District Constitution and
Bylaws” is understood in the sense of LCMS Bylaw 4.1.1.2, but the reference to the Synod’s
Constitution and Bylaws should be made explicit.

CCM Minutes – October 30–31, 2020 – Page 50