LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — March 30, 2023, Page 5

Transcription machine transcription, uncorrected

⤓ Download .txt · copy text

•

•

•

•

remaining voting directors shall be chosen by the members of LCEF, and the Chief
Financial Officer of the Synod shall serve as a nonvoting member of the board. Here, to
avoid circumventing Bylaw requirements as discussed above, CanCorp’s board should
have three members elected by the Synod in convention (and include one ordained or
commissioned minister and two laypersons), the remaining voting directors chosen by the
members of LCEF, and the Chief Financial Officer of the Synod serving as a nonvoting
member of the board. (See CanCorp bylaw 5.01 and would also impact the ability to have
a staggered board under CanCorp bylaws 5.02 and 5.05.) As the “cloning” of the LCEF
board for CanCorp does not seem to be a realistic solution, the fundamental governance
relationship of LCEF and CanCorp needs to be revisited to ensure the control appropriate
to an agency of an agency.
o Bylaw 3.6.1.8(a) requires that every member of the governing board shall be a member of
a congregation of the Synod. This requirement is not explicitly in the “Qualifications” of
board members provision in CanCorp bylaw 4.03. Instead, CanCorp bylaw 5.06 (on
nominations of directors) requires that each candidate for the board be a member of a
congregation of the Synod. It appears to the commission that the intent was that any
vacancy in the CanCorp board (whether initial, following expiration of a term, following
removal or following resignation) be filled through election where the nomination
provision would be applicable (hence resulting in all directors being members of
congregations of the Synod). LCEF may wish to make those connections clearer in the
CanCorp bylaws, perhaps by using cross-references to CanCorp bylaw 5.06.
o Also for requirements of board members, Bylaw 3.6.4.3.2 requires that all board members
have an understanding of the church extension program and/or have expertise in related
fields. No such similar requirement is included in the CanCorp bylaws.
o Bylaw 3.6.4.3.1 provides that board members elected by the members of LCEF may be
removed by a 2/3 vote of the board for cause. CanCorp bylaw 4.05(a) permits removal for
any reason (not just for cause) by a simple majority of the members.
o Bylaw 3.6.4.3 imposes a maximum term limit for directors of four 3-year terms, whereas
CanCorp Bylaw 5.04 allows for unlimited terms.
o Bylaw 1.5.3 requires meetings at least quarterly, whereas CanCorp Bylaw 6.03 only
requires one meeting per year.
It is unclear to the commission why the President of the English District and the LCEF Vice
President for the English District are afforded special rights (e.g., CanCorp bylaws 6.04 and 7.05).
Perhaps this is because CanCorp would be the same entity (with a new name) as the existing English
District entity in Canada. While not violative of the Bylaws, LCEF may want to review those
provisions and determine if such special rights should be retained (and if so, whether they should
be extended to similar positions related to the SELC District, which also has congregations in
Canada).
Under CanCorp Bylaw 8.01, the CanCorp board has broad discretion in making policies, being
limited only by applicable law and the CanCorp Bylaws. However, as an agency of the Synod, it
should be subject to the Synod’s Constitution and Bylaws and resolutions enacted by the Synod in
convention (see, e.g., Bylaw 3.6.1.8 [b]).
Additionally, CanCorp Bylaw 8.01 gives the CanCorp board authority to institute policies with
respect to conflicts of interest “in consultation with” the Synod. However, Bylaw 1.5.2 requires
every agency of the Synod to implement the synodwide conflict of interest policy, so the CanCorp
board would not have discretion there, whether or not the Synod was “consulted” with (see also
CanCorp Bylaw 11.01).
With respect to CanCorp Bylaw 9.01(a)(i), to the extent (as discussed below with respect to
CanCorp Bylaw 9.02) the Chair of the Board is really the chief executive of the agency, then Bylaw
1.5.1.1 would prohibit that person from serving on the CanCorp board as well.
CCM Minutes – March 30, 2023 – Page 131