LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — April 8–9, 2022, Page 16

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MI Bylaw 7.1: The proper relationship of the board and president must be carefully maintained.
The commission proposes the following change: “The Board of Directors shall create policies and
monitor compliance to policies which govern the District’s business and legal affairs and the Board
of Directors shall monitor the performance of the District President in matters it has delegated to
him and for which he has accepted delegation., who shall be in charge of all District operations and
staff. Such delegation shall not conflict with the District President’s ability to perform duties
assigned by the Constitution or Bylaws of the Synod, including but not limited to ecclesiastical
supervision of the district.”

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MI Bylaw 8.1: 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” occurs twice in the bylaw and should in each
instance read “chief executive” instead. Furthermore, bylaws describing the duties of the district
board of directors do not relegate their “general management and supervision of the district’s
business and legal affairs” (Bylaw 4.5.1 [b]) to the district president in its recess. (See previous Op.
15-2770 and 15-2770A, relating to similar themes in the district’s policy manual.)
This bylaw should read: “The President shall be the chief executive officer of the District,
responsible that the resolutions of the district are implemented and reporting to the district
convention. He may, as delegated by the board of directors, carry out executive functions with
regard to the district’s business and legal affairs between conventions and in the recess of the Board
of Directors, shall have the general control and management of its business and affairs, subject to
these Bylaws, but as to these the board retains general management and supervision. …As the chief
executive officer, he shall manage and supervise…”

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MI Bylaw 9.1: The district budget is stated to be determined by the board of directors of the district
through its policies. The commission is uncertain as to the operation of this provision. The district
board is to be guided by the functions of the Synod board (Bylaw 4.5.1 [c]), which under Bylaw
3.3.4.5 (b)(2) adopts a [concrete] budget and does not merely set policies for its development. (See
also Bylaws 1.4.4 [a][2–3] and 4.5.1 [d].)

With the above items addressed, the commission finds the bylaw proposal 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.
138. Clarification of Bylaws 3.1.2.1 (c) and 5.3.2 Re Multi-Congregation Parish Advisory Lay
Representation
In reviewing district bylaws, the commission identified a need for clarification in Bylaws 3.1.2.1 (c) and
5.3.2, namely, that is should be explicitly stated that this “advisory representative” should, like the
“advisory delegate” at the district convention, be explicitly limited to being a layperson. The Secretary was
requested to refer this observation to the Commission on Handbook.
139. Removal of a District President from Office
In reviewing district bylaws, the commission noted the following:
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Bylaw 1.5.8.1, introduced by 2016 Res. 12-11, “To Establish a Procedure Based on Article XI A 2
for Removal from Office of Officers of the Synod or a District (other than the Synod or a District
President),” provides a procedure for removal of such officers, to the noted exclusion of the Synod
or district president. These are also excluded from Bylaw 1.5.7.1 (2010 Res. 7-03; 2013 Res. 6-13),
the parallel provision for commission and board members.

CCM Minutes – April 8–9, 2022 – Page 103