LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — December 6–7, 2024, Page 5

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as a rigid model for a general not-for-profit, but not for a district of the Synod, in which
the board does not govern all and the president is not strictly or even chiefly the board’s
executive. The balance and dynamic between the president and the board have both been
clearly delineated in the responsibilities and accountability as set forth in the Synod Bylaws
and Article XII of the Synod Constitution. Although it is certainly appropriate for the board
to be concerned with setting policies consistent with the Constitution, Bylaws and
resolutions of Synod and to seek assistance from the district president as chief executive
(Bylaw 4.4.1) to ensure that such are properly executed within the district, this cannot alter
the fact that the primary responsibility for the accomplishment of the board’s duties lies
with the board, regardless of whether the district president has agreed to guide and direct
implementation of the same. (Bylaw 4.4.1 elaborates the district president’s role as “chief
executive” in terms of the execution of resolutions of the district [i.e., district convention],
not in terms of the carrying-out of board directives or policies, and specifies that he is to
report to the district convention [not to the board].)
Moreover, the fact that the district president may have agreed to take on this additional
responsibility in no way changes the fact that his primary responsibilities are as an elected
officer representing the Synod in his district (Bylaw 4.4.2) and for the ecclesial supervision
of those within his district and under his charge. The board may establish procedures for
evaluating the president’s performance of activities for responsibilities outside of those set
forth in the Synod’s Constitution and Bylaws …; however, such evaluation may in no way
address, impair, or interfere with the president’s responsibilities under the Synod’s
Constitution and Bylaws, which must take precedence over other activities the board may
have delegated to him. These delegated duties are extensive…, requiring what seems to be
a great deal of the attention and energy of the district president, potentially impinging on
his primary, ecclesiastical role. Both board and president are constitutionally obligated to
prevent this from happening.
[…]
[T]he Constitution and Bylaws of the Synod delineate distinct roles for the boards and
presidents of the Synod and of the several districts. While there certainly may be aspects
of the Policy Governance model that may help a board focus on governance and effectively
develop clear policies, delegate authority, and monitor performance, the model is not
directly and strictly applicable to the constitutional design of the Synod and the districts.
Practically speaking, the authority, time, and energy of the district president to carry out
his primary duty of ecclesiastical supervision, counsel, and care of the district’s
congregations and workers must be safeguarded.
The commission requests a revised draft of the articles and bylaws reflecting the needed changes and
addressing its concerns with the model, as well as the other materials requested above, so that it may review
and approve for presentation to the district convention as in harmony with the Constitution, Bylaws, and
resolutions of the Synod. The district and its secretary are thanked for sending these documents for review.
62. California-Nevada-Hawaii District Bylaws, Proposed Revisions, Revised and Extended (243032B)
By an email of Nov. 26, the Secretary of the California-Nevada-Hawaii (CNH) District forwarded for
review draft bylaw revisions for his district, revised in response to Op. 24-3032A and extended with an
additional change to Article VI C (d–f).
The commission finds the revision to have addressed all concerns identified in its previous review and to
propose changes in harmony with the Constitution, Bylaws, and resolutions of the Synod. These are
approved for presentation to the district convention for adoption. The district and its secretary are thanked
CCM Minutes – December 6–7, 2024 – Page 48