LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — April 8–9, 2022, Page 13

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MO Bylaw II A 1 and IV A 2: The district president is designated the “chief executive” of the
district by Synod Bylaw 4.4.1 and is of course an officer of the district (Const. Art. XII 3) but is
not identified by the Synod as “chief executive officer” of the district, which carries corporate
trappings that do not entirely transfer. The term “chief executive officer” should read “chief
executive” instead.

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MO Bylaw VIII A 4–5: The language for election of proper “halves” of these boards in alternating
regular conventions will be missing after this change as proposed (in alternating conventions, either
two laypersons or one layperson and one commissioned minister are elected). The language will
have to be revised to make this alternation clear.

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MO Bylaw VIII C 2 e: The commission notes that Synod Bylaw 4.7.1 does not provide a specific
procedure for election of the district president and first vice-president; this appears to be provided
in MO Bylaw II D 3. The purpose of the reference to Synod Bylaw 4.7.1 is unclear. The following
addition may achieve what the district is seeking here: “In the election of the President and VicePresidents, if no candidate receives a majority of the votes cast, the candidate receiving the least
number of votes is to be eliminated from each successive ballot until one candidate has received a
majority vote.”

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MO Bylaw X 1: This proposed paragraph may be stated more clearly as follows:
Amendments to these district bylaws may be made provided that they are: (a) not contrary
to the Constitution and Bylaws of the Synod (Synod Bylaw 4.1.1.2 [a]); and (b) have been
submitted to and approved by the Commission on Constitutional Matters (Synod Bylaws
3.9.2.2.3; 4.1.1.2 [b]) prior to being considered by the district convention; and (c) having
been explicitly identified as bylaw amendments, are adopted by an affirmative vote of a
majority of the delegates present and voting at a properly called district convention.

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The district may, for clarity’s sake, wish to add an additional paragraph after MO Bylaw X 1 to
incorporate the provision of Synod Bylaw 3.9.2.2.3 (b), which allows for bylaw changes to arise in
the course of a convention or for bylaw proposals to be modified from their preapproved state
before adoption:
The district in convention may, where prior submission and approval of final bylaw
language to the Synod’s Commission on Constitutional Matters is not possible, vote to
amend its articles or bylaws provided the resolution is contingent on approval of the
Commission on Constitutional Matters. The amended articles or bylaws become effective
immediately upon, and only upon, approval of the Commission on Constitutional Matters.
Should the Commission on Constitutional Matters not approve the adopted changes, the
district Board of Directors may modify the amendments to comply with the Commission
on Constitutional Matters requirements upon their two-thirds vote.

The commission finds the bylaw proposal, including the above adjustments, to be in harmony with the
Constitution, Bylaws, and resolutions of the Synod and approves it for presentation to the district
convention. The district and its staff are thanked for this submission and reminded to file with the Office of
the Secretary, for the commission’s records, a clean copy of the Bylaws as finally adopted by the
convention.
133. Concordia Seminary (St. Louis) Limited Liability Company (22-2992)
By an email of April 6, the Chief Operating Officer of Concordia Seminary (St. Louis) (CSL) forwarded
for the commission’s review the operating agreement for a single-purpose entity proposed to be organized
by the seminary as a limited liability company. Rev. Bode recused himself from discussion of this item due
to familial connection to the seminary.

CCM Minutes – April 8–9, 2022 – Page 100