LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — May 25, 2021, Page 2

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The commission directs the Secretary to share this opinion with the LCMS Board of Directors, noting that
it eagerly awaits a conclusion of the district’s conversation with the board as to the sufficiency of the
district’s having included compliant relationship and asset disposition language in its bylaws.
89. New Jersey District Proposed Bylaws (21-2966)
By an email of April 7, 2021, the New Jersey District Secretary forwarded proposed changes to the New
Jersey District Bylaws. As the commission would not be able to respond before the district’s convention,
Chairman Gude and the Secretary responded with informal suggestions which the district might incorporate
into a bylaw change to be adopted under Bylaw 3.9.2.2.3 (b) as contingent on approval by the commission,
hopefully reducing and expediting any post-adoption work that might prove necessary.
The commission here reviews the New Jersey District Bylaws as proposed in the submission of April 7,
2021, recognizing that many of the items below may have been addressed by the district on the basis of the
above-noted informal consultation. The commission first notes that the specific changes as proposed in the
noted submission appear to be in harmony with the Constitution, Bylaws, and resolutions of the Synod in
convention. Several other areas were noted which require attention:
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In NJ Bylaw 2.21 (a): “with residence in the designated region” should read “having membership
in a congregation of the designated region” (as Synod Bylaw 4.3.1 dictates).
Likewise, in NJ Bylaw 2.21 (b): “who currently reside in” should read “holding membership in a
congregation of”
In NJ Bylaw 2.41, circuit conferences are not required by the Synod Bylaws. You might say “as
encouraged” instead of “as required” (Bylaw 4.9.1 [a–b])
In NJ Bylaw 3.11 (a), the District President is the “chief executive” (Bylaw 4.4.1) but not the
“chief executive officer” (avoid corporate parlance here). Strike “officer.” The second sentence,
“He shall carry out his administrative responsibilities with reference to operation of the District
through the Board of Directors,” conflicts with the division of duties between district president
and board: the district president has ecclesiastical supervisory responsibilities and the board has
business, property, and legal responsibilities that are natively its own and not “administrative
responsibilities” of the district president carried out through the board. This sentence should be
removed and replaced with: “He shall carry out within the New Jersey District the office of
district president as described in the Constitution and Bylaws of the Synod.”
In NJ Bylaws 3.11 (c) and 3.12 (c), the BOD is responsible for business, legal, and property
matters, but may rely on the district president to serve as its executive, within its policies, and to
an extent that does not interfere with his foremost ecclesiastical supervisory duties. It would be
best to replace the text of 3.11 (c) and 3.12 (c) with: “He may act in an executive capacity with
regard to the district’s business, property, and legal matters, where the board by policy or
resolution authorizes him to do so.” It may also be best to group administrative items like this last
in the list of the president’s duties, and so to group the “native” or “primary” duties of the
president together and first.
In NJ Bylaw 3.20 (a), it seems the replacement circuit names are missing.
NJ Bylaw 5.02 (c) does not satisfy Synod Bylaw 1.5.3 and LCMS BOD Policy regarding action
without a meeting (e-mail “debate” does not constitute a meeting). It should be replaced in its
entirety with the following: “In situations where board members are not able to meet as described
above, the Board may take action by use of electronic ballot (i.e., e-mail, internet-based voting,
etc.), provided all voting members of the board cast a vote and the result of the voting is
unanimous.”
In NJ Bylaw 5.03 (c–d), care must be taken that the board’s authority is limited to its proper
sphere. The board is vested with “general management and supervision of the district’s business
and legal affairs” (Bylaw 4.5.1 [c]). A revision of 5.03 (c) may take more thought and could be
left for a later time—or it might be fine, rightly understood (i.e., to operate within the objectives

CCM Minutes – May 25, 2021 – Page 67