LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — December 6–7, 2024, Page 4

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committees, with the board simply (and arguably, obligatorily) ratifying his selections. Generally,
the district should review its use of committees in light of these bylaws.
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Bylaw 4.12.5: meeting shall be held “at least four times each calendar year quarterly” (Synod
Bylaw 1.5.3).

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Bylaws 4.12.7 (j) and 4.14.2–4.14.2.1: As regards the board’s ratification of a selected LCEF
district vice-president and the finance committee’s role in LCEF loans, the commission suggests
that the district confer with LCEF to ensure that these provisions should still be in place as set forth;
about their accuracy the commission can issue no opinion.

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Bylaw 4.12.12: A subparagraph (b) is missing. Establishment of compensation packages for staff,
regardless of their reporting structure, would be a business and legal function of the district
belonging to the board (Synod Bylaw 4.5.1), not to the president (see also creation and abolition of
staff positions, Bylaw 4.15).

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Bylaw 4.13: The last paragraph deals with employees rather than officers (and does not apply, for
example, to the Treasurer, who is an officer but “non-rostered”). It may best be relocated to another
place. The district is reminded also of Synod Bylaw 3.11.1, which provides the same as the default
for all non-term-elected/appointed executives and staff. (Bylaw 4.13.1’s subparagraphs start at
“b.”)
The district has incorporated provisions from Synod Bylaws 1.5.8–1.5.8.1 dealing with officers but
does not seem to have addressed removal of board members (Synod Bylaws 1.5.7–1.5.7.1), which
provisions may also be necessary to include or reference.

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Bylaw 4.14.2: The finance committee seems to have been removed from the list of “advisory”
committees in Bylaw 4.12.3 (b), perhaps suggesting it is more than advisory. The use of “will
ratify” suggests that the board of directors has no independent authority not to ratify a loan approval
by this committee. Is this the intended sense?

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Bylaw 4.14.4: The district does not itself, and the assistant to the president does not himself,
“formulat[e] and carry[] out a comprehensive program of Lutheran education.” It would be best to
describe this work as aiding the congregations and schools of the district to do so (Cf. Const. Art.
III 5).

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Bylaw 4.15.1: Is the provision dealing with called workers of application beyond the assistants to
the president? If so, this item should be reorganized.

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Bylaw 7.1: This should read “Amendments made subsequent to without prior approval by the
Synod [C]ommission on [C]onstitutional [M]atters may shall”

The commission notes with concern that the district’s proposal would commit to a form of governance in
which its current and future district presidents would have to shoulder not only the ecclesiastical supervisory
and instrumental-executive functions described in the Bylaws of the Synod but also the responsibility to
shape, staff, and supervise all program areas of the district’s work (see above, as well as Bylaws 4.15–
4.15.1). This responsibility is not assigned to the district president and may well come to interfere or
compete with those duties that are assigned exclusively to him. The commission reiterates its concerns
regarding “policy-based governance” and its conflict with the specific assignment of duties by Synod
Constitution and Bylaws to district presidents and boards of directors, as noted in Op. 20-2934, its review
of the Missouri District Policy Manual (in which it also references similar issues in North Dakota, Eastern,
and Michigan district materials):
The difficulty with using a Policy Governance model … is that it loses sight of the
distinction between the primary responsibilities for the district president (“president”) visà-vis the District Board of Directors (“board”). Here again, Policy Governance might serve
CCM Minutes – December 6–7, 2024 – Page 47