LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — May 25, 2021, Page 1

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MINUTES
COMMISSION ON CONSTITUTIONAL MATTERS
Internet Conference Meeting
May 25, 2021
87. Call to Order and Opening Devotions
Commission Chairman Dr. George Gude called the meeting to order with all sitting members present. (The
Rev. R. Neely Owen, having served in an attorney position on the commission since 2010, resigned on
April 20, 2021, due to health reasons; the vacancy in his 2016–2023 term is expected to be filled in
September. Nominations from district boards of directors are due in the Office of the Secretary on August
16.) Dr. Gude invited Rev. Bode to offer an opening prayer. Dr. Gude then introduced the agenda for the
present meeting.
88. Texas District Proposed Bylaws, Resubmission (20-2943B)
By an email of February 8, the Texas District Secretary forwarded a resubmission, pursuant to the
commission’s prior review in Op. 20-2943A, of the district’s bylaw proposal for its June 2021 convention.
The present submission contains changes to Texas District (TX) Bylaws 6.009 (g) and 14.009 (c), as well
as insertion of a new TX Bylaw XV. The commission considers these changes to be cumulative with those
approved in connection with Op. 20-2943A, although the earlier changes are not reiterated in the current
draft. (The Secretary confirmed this understanding with the Texas District Secretary in a phone
conversation of May 20.)
The commission noted that its concerns with the previous draft have been addressed in Texas District
Bylaws 6.009 (g) and 14.009 (c).
It notes further that the language of the newly proposed Bylaw XV satisfies the asset disposition
requirement of Bylaw 1.5.3.6 (b)(1) and that the change to the paragraph “The Bylaws…” of Bylaw I, as
evidenced in the draft submitted in connection with Op. 20-2943A, to wit,
“The Bylaws of The Lutheran Church—Missouri Synod shall be the primary Bylaws of
the Texas District. The Constitution and Bylaws of the Synod are hereby included by
reference, with amendments adopted by the Synod automatically incorporated herein,
except as precluded by law, because the Synod Bylaws are the primary bylaws of the
district. These bylaws and the Bylaws of Synod shall be construed so as not to conflict to
the maximum extent allowed, but in the event of an irreconcilable conflict the Bylaws of
Synod shall control. Resolutions of the Synod are binding upon the district.”
satisfies the relationship language requirement of Bylaw 1.5.3.6 (a). Both changes are fully in harmony
with the Constitution, Bylaws, and resolutions of the Synod. With regard to both these elements, the
commission observes that Bylaw 1.5.3.6 grants to the LCMS Board of Directors the authority to approve,
by way of an exception, their inclusion in the Bylaws rather than in the corporation’s most fundamental
governing document. The commission notes Dec. 3, 2018, correspondence between counsel for the Texas
District and the Board of Directors requesting the board’s consideration of such an exception, and that the
Texas District is awaiting a response.
With the understanding that the changes presented here are cumulative with those approved in Op. 202943A, and that the above relationship and asset disposition passages are included (while it remains for the
Board of Directors to determine whether such inclusion in the TX Bylaws, rather than in any more
fundamental governing document, fully satisfies the requirement of Bylaw 1.5.3.6), the proposed Bylaws
of the Texas District are hereby approved for presentation to the district convention as in harmony with the
Constitution, Bylaws, and resolutions of the Synod. The district and its secretary are thanked for their
diligent work in this regard, and asked to forward for the commission’s files, following the convention, a
clean copy of the district’s bylaws as adopted.

CCM Minutes – May 25, 2021 – Page 66