LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — June 25, 2024, Page 2

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Article Eighth: The procedure for amendment of the articles needs to be conformed to that of Bylaw
3.6.1.7.

(B) Bylaws
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Preamble: The citation of “primary bylaws” as including only Synod Bylaws 3.6.6–3.6.6.4.2 and
3.10.6–3.10.6.9.2 (sic, presumably –3.10.6.9.6) includes bylaws, among the latter, not directly
applicable to CUS and excludes other bylaws (e.g., Bylaw section 1.5) containing material that is
applicable to CUS. A clear statement in the Articles of Incorporation (see Article Fourth, above)
should suffice; a reference to Bylaw section 3.6.6 as the “principal section, without limitation, of
Synod Bylaws applicable to CUS” might be clearer.

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Article I, Section 1: Under “Nonvoting Advisory Members,” item 5, it may be better to refer, rather
than to “Bylaw 3.6.6.4.1 (e),” to “Synod Bylaws,” generally, to account for possible future changes
in numbering.
Also under “Nonvoting Advisory Members,” the fifth item (cf. Bylaw 3.6.6.2), “One university
president…” was omitted, item 6 being numbered 5. The recitation of Bylaw 3.6.6.2.1 is also not
exact, omitting “confession and” before “doctrinal positions” and including “and” before
“administration of or legal counsel to…”

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Article I, Section 2: It should be made clear that not all directors are elected by the Synod in
convention and that those appointed to the board serve three-year terms, not six (Bylaw 3.2.4). This
may pose a challenge for the indicated staggering of appointed terms.

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Article I, Section 3: There are no more Council of Members appointees on the board. This
paragraph should presumably be replaced with the procedure for appointing members appointed by
the elected members of the board.

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Article I, Section 4: Given the possibilities of electronic notice and meeting, CUS may wish to
conform its notice policies to those of the Synod Board of Directors and of the Missouri Nonprofit
Corporation Act, in which two days’ notice is required and not five. CUS should note and likely
incorporate the language of Bylaw 1.5.3, to require at least quarterly meetings apart from the noted
exception, and allowing for a manner of meeting (e.g., electronic) consistent with Synod Board of
Directors policies.

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Article I, Section 5: Bylaw references need to be adjusted to the revised organization of the 2023
subparagraphs of Bylaw 3.6.1.5.

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Article I, Section 6: It should be clear that these appointments may not take place until those newly
elected have taken office (i.e., until after the interim, Bylaw 3.2.4 [c–g]). A provision for vacancy
and initial appointments may also need to be made. A “Secretary-Treasurer” is mentioned in Article
II, Section 1, but not identified as such here.

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Article I, Section 7: In the first paragraph, the non-specific reference to “authority with respect to
the Synod’s colleges and universities,” carried over from pre-2023 Bylaw 3.6.6.1, needs to be
removed; likewise, in the second paragraph, the passage “to provide for the education…others
desiring a Christian liberal arts education.” The new Synod Bylaw material should replace and not
supplement or be worked into the old.
Among the lettered subparagraphs, to cite a few of the more substantial issues: (b) needs to be made
specific to church worker preparation programs; (f) contains outdated language about “develop[ing]
coordinating policies and procedures” (pre-2023 Bylaw 3.6.6.4 [a]) and contains an incorrect
recitation of Bylaw 3.6.6.1 [k]; (h) appears to combine dissimilar aspects of work, only the latter
of which is comprehended in the Synod Bylaws, and contains a forward slash in place of a
possessive; (i) contains a charge not granted CUS in the Synod Bylaws, namely, to foster continuing
CCM Minutes – June 25, 2024 – Page 22