LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — May 6, 2025, Page 3

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Directors) to take effect only upon the Synod overture’s adoption, so that LCEF bylaws would be
harmonized with the change hoped to be adopted by the convention.
With regard to the first item, in view of Synod Bylaws 3.6.4 (a) and 3.6.1.8 (c), the commission notes an
additional detail in Article NINTH, namely, that the “two-thirds majority vote” is to be of the members
(whether all members or members appointed by the Board of Directors), not of the members present at such
meeting. The two instances of “present at such meeting” should therefore be removed. The same changes
need to be applied in the Bylaws, Article VII, as the same standards apply to the amendment of the LCEF
Bylaws as to the LCEF Articles. With this change, the commission grants its approval to the first item, the
revision of LCEF Articles and Bylaws, as here presented, as in harmony with the Constitution, Bylaws, and
resolutions of the Synod.
The commission also granted its approval to the content of the proposed Synod convention overture.
Upon the adoption of a resolution embodying the content of this overture by the Synod convention, given
the priority of Synod Bylaws under LCEF Art. of Inc. Article SEVENTH, the additional convention-elected
member would be added forthwith to the LCEF board. The LCEF Bylaws would then need to be brought
into conformity on this point. Rather than speculatively approve changes to the LCEF Bylaws, which could
only be adopted contingent upon adoption of controlling Synod bylaw (noting that submission of an
overture is no guarantee that changes will be adopted exactly as proposed, or at all), the commission
suggests that the LCEF Bylaws be brought into conformity subsequent to the Synod’s adoption of said
amendment.
LCEF and its leadership are thanked for sending these documents for review and reminded to file with the
commission a clean copy of the articles and bylaws as adopted.
121. Camp Luther Articles, Bylaws, and Newly Revised Policy Manual (25-3061)
By an email of April 7, the North Wisconsin District Office forwarded for review the articles, bylaws, and
policy manual of Camp Luther, a subsidiary of the North Wisconsin District. In its review, the commission
noted:
•

Articles, Article 6: 1981 Res. 5-07 requires that the North Wisconsin District be the sole member
of this subsidiary agency.

•

Article 9: The provisions of the corporation’s articles and bylaws should be stated to be subject to
“the provisions of the Constitution, the Bylaws, and the resolutions of the Synod in convention,” as
set forth in Bylaw 1.5.3.6 (a), notwithstanding that 1981 Res. 5-07 language regarding the bylaws
and resolutions is included in Bylaw Article III. Compliant language is required to be in the most
fundamental governing document, unless an exception is obtained from the Synod Board of
Directors (Op. 17-2811).

•

Bylaw Article III: For avoidance of all doubt, it would be well to include here the Constitution of
the Synod along with the Bylaws and resolutions of the Synod, as set forth in Synod Bylaw 1.5.3.6
(a).

•

Article V, “Meetings”: Instead of “at least four (4) times a calendar year” this should read “at least
quarterly” (Synod Bylaw 1.5.3).

•

Article V, “Officers and Duties”: Election of officers is required to be at the first meeting after
appointment (Synod Bylaw 1.5.3.1), which may not be the fourth quarter.

•

Article V, second “Term of Office”: Election of officers is stated above to be annual, whereas here
they are stated to have two-year terms. This seems to be inconsistent and should be reconciled.

CCM Minutes – May 6, 2025 – Page 93