To Amend Various Bylaws to Provide Clarity or to Address Practical Considerations

Preamble The Commission on Handbook (COH) “responds to requests from agencies of the Synod to propose new provisions to address specific Handbook-related issues that surface between conventions” (Bylaw 3.9.4.2 [e]). Where it finds that these changes may be of a substantive nature, it proposes them to the Synod convention for adoption. This omnibus contains a variety of more minor changes, which are severable by a floor committee or by the convention but otherwise not likely to merit individual convention consideration. As a result of its work in the 2019–2023 “triennium,” in consultation with the noted officers and agencies, COH has proposed the following for adoption:

A. ELECTION OF EDUCATIONAL INSTITUTION ADVISORY REPRESENTATIVES

Rationale The Commission on Constitutional Matters (CCM) in its Opinion 22-3000 (Minutes, Nov. 4–5, 2022), in response to a request from a university faculty member for an opinion to clarify, in Bylaw 3.1.4.1, who participates in election of faculty representatives and who could serve in that capacity, ultimately found that if an inference had to be drawn from Bylaw section 3.1.3, it would be sensible for those members of the faculty included in the ratio calculation to be those who do the electing of, and who are eligible to be elected as, the advisory representatives. The opinion continues: However, this is clearly an inference and, since Bylaw 3.1.4.1 (a) does not address the issue of how the advisory representative of an educational institution is to be selected, the commission must conclude that Bylaw 3.1.4.1 (a) does not provide a definitive answer to the question as asked. The commission notes that the present questions reflect the reality that the essential content of these provisions has remained static while the makeup of Concordia college and university faculties has changed substantially over time. This commission therefore recommends that the Commission on Handbook consider this matter and provide language that clarifies—if the above inference is to be made normative—that the representative is to be selected by those individuals being represented, which would be consistent, regarding those eligible to make the selection, with Bylaw section 3.1.3. The commission therefore offers the following proposal to the convention to make Bylaw 3.1.4.1 more precise, specifying who does the electing of, and who is to be elected as, the advisory representatives of Synod educational institutions. Therefore be it

Resolved, That Bylaw 3.1.4.2 be amended as follows:

PRESENT/PROPOSED WORDING Other Advisory Representatives …

3.1.4.2 Each educational institution of the Synod shall be represented at conventions of the Synod.

(a) Educational institutions of the Synod shall be represented by one board member in addition to the district president, by their presidents, and by one faculty member for every 30 full-time faculty members who are members of the Synod, elected from among and by the same.

(b) Fractional groupings shall be disregarded except that each institution having any full-time faculty members on the roster of the Synod shall be entitled to at least one faculty representative.

B. ELECTION OF SYNOD CONVENTION ADVISORY DELEGATES

Rationale The CCM in its Opinion 22-2999 (Minutes, Nov. 4–5, 2022), in response to a request for opinion from a district secretary, interpreted Bylaws 3.1.3–3.1.3.1, regarding the election of Synod convention advisory delegates. While its interpretation did not challenge current practice, it did note unclarities that should be remedied, some of which resulted from or were exacerbated by features of 2019 Resolution 9-05. The proposal removes the first sentence of Bylaw 3.1.3, which relates to district conventions instead of the Synod conventions treated here. It is also redundant with Bylaw 4.2.3 and Constitutional Article XII 10 b. It also treats uniformly the two reasons an individual might be excluded from the advisory delegate pool: either potential for election as circuit delegate or for selection as an advisory representative. Finally, the bylaw is updated to take into account those who may be serving in only an assisting capacity (cf. Bylaw 2.5.6), a feature not previously made explicit. Therefore be it

Resolved, That Bylaws 3.1.3–3.1.3.1 be amended as follows:

PRESENT/PROPOSED WORDING Nonvoting Advisory Delegates

3.1.3 The advisory delegates of a district convention shall consist, unless they present a valid excuse, of all individual members of the Synod within the district, except those pastors representing member congregations as voting delegates. In a convention of the Synod, all commissioned ministers and those ordained ministers not eligible for election as a voting delegate under Bylaw 3.1.2.1

(d) and who are not eligible to represent other entities or offices in the Synod as advisory representatives in any category under Bylaw 3.1.4 shall be represented as follows:

3.1.3.1 EachWithin each district shall select one advisory delegate shall be selected for every 60 such advisory ordained ministers and specific ministry pastors, and one advisory delegate shall be selected for every 60 such commissioned ministers on the roster of the Synod. Fractional groupings shall be disregarded except that each district shall be entitled to at least one advisory delegate in each category.

(a) Selection of district advisory delegates to conventions of the Synod shall be made by the respective groups meeting at the call of the district secretary, either during the district convention or, at official district conferences of ordained and/or commissioned ministers, or via electronic means according to Board of Directors policy (Bylaw 1.5.3). The district secretary may assist the groups by facilitating the elections.

(b) Such selections must be completed at least nine months prior to the opening day of the convention.

(c) IndividualsOrdained ministers who are eligible for election as a voting delegate under Bylaw 3.1.2.1 (d) (that is, all parish pastors except specific ministry pastors and those serving only in an assisting capacity) and all individuals who are eligible for selection in any category under Bylaw 3.1.4 shall not be counted in determining the number of advisory delegates from each district, shall not be eligible to be selected as delegates from the groups defined in this bylaw, and shall not participate in the election process.

3.1.3.2 All district voting and nonvoting advisory delegates and representatives and their alternates shall be certified before attending a convention of the Synod.

(a) The names and addresses of all voting and nonvoting advisory delegates and representatives and their alternates shall be forwarded by the district secretary before the announced registration deadline to the Secretary of the Synod on registration forms provided by the latter.

(b) This procedure shall constitute certification.

C. COMMISSION ON THEOLOGY AND CHURCH RELATIONS, STAFF REPRESENTATION AT SYNOD CONVENTIONS

Rationale The Commission on Theology and Church Relations (CTCR) requested attention to Bylaw 3.1.4.1, which fixes the default advisory representation of the Synod’s commissions at Synod conventions, for CTCR, providing for a single “principal staff person” (Bylaw 3.1.4.1 [a]) to participate unless the Board of Directors (BOD) makes an exception prior to each convention. CTCR has two executive staff members (not just one “principal staff person”), of whom it desires to make maximal use at the convention and during prior floor committee work. The BOD has regularly granted an exception to allow this, but CTCR desires not to have to make this a standing request. Bylaw 3.1.4.1 (a) was amended in 2016 (Res. 11-17) to include the executive directors of the Office of National Mission and Office of International Mission. The CTCR staff issue was left unaddressed. The CTCR is the only commission with executive staff. The COH has proposed the following (Item 19- 022). Therefore be it

Resolved, That Bylaw 3.1.4.1 (b) be amended as follows:

PRESENT/PROPOSED WORDING Other Advisory Representatives

3.1.4.1 Each board and commission of the Synod shall be represented at conventions of the Synod.

(a) Each board or commission shall be represented by its chairman or another board or commission member and by its principal staff person. The boards for National and International Mission shall also be represented by the executive directors of the Offices of National and International Mission, respectively.

(b) Standing exceptions shall be the Board of Directors, the Commission on Constitutional Matters, the Commission on Handbook, and the Commission on Theology and Church Relations, who may be represented by as many of their membership and executive staff as they deem necessary.

(c) Other exceptions must have the approval of the Board of Directors of the Synod prior to each convention.

D. LUTHERAN CHURCH EXTENSION FUND DISTRICT MEMBERSHIP FORMULA

Rationale The formula by which the corporate membership of The Lutheran Church Extension Fund—Missouri Synod (LCEF) is calculated is stated in the Bylaws of LCEF and was also copied into the Synod Bylaws pursuant to 1983 Res. 4-03 (Proceedings, 166), presently as Bylaw 3.6.4.2.2. (Typographical errors in the formula, present in the printed 2016 and 2019 Handbooks, have already been corrected by the COH.) While the formula itself has remained unchanged, the LCEF Bylaws were amended in November 1990 to limit the total number of district members to a maximum of 135, so that the formula was used thereafter on a pro rata basis, to compute the fraction of the total 135 district members to be assigned to each district, rather than to compute a raw number of members per district, which would have allowed the membership to grow without bound. The formula has been applied in this manner ever since. No corresponding change has, however, been made to Synod Bylaws to indicate explicitly that the formula is to be applied on a pro rata basis. Noting that this is not a change to the formula but a clarification of how the formula has historically been applied, it is proposed to revise Bylaw 3.6.4.2.2 as follows to reflect more clearly what is the established and ongoing practice. The proposal leaves the definite number of delegates to be prescribed in LCEF bylaws, where, subject to approval by the Synod’s CCM and BOD, as well as by the LCEF membership (Bylaws 3.6.1.7, 8 [c]), the cap may someday be adjusted in the interest of efficient and effective membership meetings. The COH has proposed the following (Item 19-021). Therefore be it

Resolved, That Bylaw 3.6.4.2.2 be amended as follows:

PRESENT/PROPOSED WORDING The Lutheran Church Extension Fund—Missouri Synod …

3.6.4.2 As established by its bylaws, the members of the Lutheran Church Extension Fund—Missouri Synod are divided into two classes.

3.6.4.2.1 One class of members consists of the President of the Synod or his representative, the Chief Financial Officer of the Synod, and such additional members appointed by the Board of Directors of The Lutheran Church—Missouri Synod as shall equal one for each ten members of the other class of members.

3.6.4.2.2 The second class of members consists of representatives of participating districts, the number determined according to the following formula, with any fraction rounded to the nearest whole number of a total number set by the bylaws of The Lutheran Church Extension Fund—Missouri Synod, with representation allotted proportionally to the districts according to the following formula, except that at least one representative shall be allotted to each district: Baptized Members + Investments + Investments × 0.015 + 50,000 $10,000,000 Baptized Members + Fund Balance × 0.010 = Number of Members per District $100,000

E. SEMINARY AND UNIVERSITY “SURPLUS FUNDS”

Rationale Bylaws 3.10.5.5 (e)(2) and 3.10.6.4 lack a clear definition of “surplus institutional funds.” The BOD Governance Committee (Minutes of the BOD, November 15–16, 2018, and May 21–22, 2021) has addressed itself to the requirement that such be deposited with the Chief Financial Officer of the Synod (seminaries) or Concordia University System (universities) for investment, the earnings being credited to the depositing institution. It may be noted that: (1) the requirement of Bylaw 3.10.6.4 (e)(2), dealing with the Synod’s universities, is proposed for removal in the 2019 Res. 7-03 proposal on university governance, as presently conceived; (2) LCEF is today principally managing lines of credit and deposits of surplus funds, rather than doing so through the Concordia University System as an intermediary; (3) that the seminaries and universities have developed capacity for other investment approaches. In its meeting of April 28, 2021, the BOD Governance Committee recommended simply striking both passages, a proposal with which the COH concurs in its Item 19-004. Therefore be it

Resolved, That Bylaw 3.10.5.5 (e) be amended as follows:

PRESENT/PROPOSED WORDING

E. Seminary Boards of Regents …

3.10.5.5 The board of regents of each theological seminary shall become familiar with and develop an understanding of pertinent policies, standards, and guidelines of the Synod. …

(e) It shall approve institutional fiscal arrangements, develop the financial resources necessary to operate the seminary, and participate in its support program. (1) Only the board of regents is authorized to establish a line of credit or to borrow for operating needs, subject to the policies of the Board of Directors of the Synod. (2) All surplus institutional funds above an adequate working balance shall be deemed to be surplus and shall be deposited with the Chief Financial Officer of the Synod for investment. Earnings from such investments shall be credited to the depositing seminary. …

and be it further

Resolved, That Bylaw 3.10.6.4 (e) be amended as follows:

PRESENT/PROPOSED WORDING

F. Concordia University System Boards of Regents …

3.10.6.4 The board of regents of each institution shall become familiar with and develop an understanding of pertinent policies, standards, and guidelines of the Synod and the Board of Directors of Concordia University System. …

(e) It shall approve institutional fiscal arrangements, develop the financial resources necessary to operate the institution, and participate in its financial support. (1) Only the board of regents is authorized to establish a line of credit or to borrow for operating needs, subject to the policies of the Board of Directors of Concordia University System and the Board of Directors of the Synod. (2) All surplus institutional funds above an adequate working balance shall be deposited with the Concordia University System for investment. Earnings from such investments shall be credited to the depositing institution. …

F. REGISTRATION PROCEDURE FOR PRESIDENTIAL VOTERS

Rationale Bylaw 3.12.2.3 governs the registration of presidential voters by the congregations and parishes of the Synod. This process involves the collection of name, address, email address, phone, and a “security question” for the pastoral and lay voters to be registered. Handwriting of this information on a form and subsequent data entry have proven very error-prone and time-consuming. Especially the important email address has been a challenge. Improperly completed or signed forms take a long time to detect and correct, with the consequence that some congregations have difficulty completing the process in time. The Office of the Secretary implemented an online registration process in preparation for this convention to address the above issues and to allow for districts to be involved in reminding congregations to register their voters, as required by 2019 Res. 9-16 and its amendment of Bylaw

3.12.2.3 (d). This required an interpretation of the CCM (CCM Op. 20-2930) to understand an online interface to be within the definition of “form” and the “signatures” required to be satisfied by “verifiable attestations, by some commonly understood means of physical or electronic signature.” Proposed is to adapt the language of the Bylaw to be similar to the “secure and verifiable method” used elsewhere, so as to clarify requirements without seeming to imply use of an unwieldy paper process. Therefore be it

Resolved, That Bylaw 3.12.2.3 be amended as follows:

PRESENT/PROPOSED WORDING Elections of President and First Vice-President …

3.12.2.3 The Secretary of the Synod shall compile and maintain the voters list for the election of the President of the Synod. This list and any of its parts shall not be disseminated.

(a) This voters list shall include: (1) the pastor of each member congregation or multi- congregation parish (assisting pastors are not eligible) (2) a lay person from the congregation or parish

(b) The congregation or parish shall present to the Secretary of Synod 90 days prior to the election a proper credentials form provided, via a secure and verifiable method provided by the Secretary, the voter(s) selected by the congregation or parish, signedas well as an attestation by two of the congregation’s officers that the voter(s) are properly authorized by the congregation to vote on its behalf. If a congregation or parish has more than one pastor eligible to vote, the congregation shall designate on the credentials form which pastor will cast a vote on behalf of the congregation.

(c) If one or both voters are unavailable, congregations shall be provided opportunity to select substitute voters up to a deadline designated by the Secretary.

(d) The registration status of congregations shall be made available to respective district presidents for the sole purpose of their encouraging registration for greater congregational participation. The registration status of congregations shall not be further disseminated.

G. NOMINATION PROCEDURE FOR REGIONAL VICE-PRESIDENTS

Rationale The Office of the Secretary implemented for the first time, in connection with the 2023 convention, “a secure and verifiable” online method for submission of congregational nominations for President, First Vice-President, and regional vice-presidents of the Synod. The use of a “secure and verifiable” (possibly electronic) method was enabled by 2010 Res. 3.12.2.4, to which this language in Bylaw 3.12.2 (b–c) is due. The same convention made the second and following vice-presidents regional (2010 Res. 8-14A) but copied over the old procedure used for pre-convention nomination of the President and First Vice-President (paper ballots, signed by two officers) rather than adopting the new “secure and verifiable method” language. At the request of the Office of the Secretary, the CCM found in its Op. 20-2930 (Minutes, April 24, 2020) that: [In addition to 2010 Res. 8-14A, which provided for vice-presidents after the first to be elected regionally] [t]he 2010 Synod convention also adopted Resolution 4-07, which made a large number of bylaw changes pertaining to the preparations for conventions of the Synod. One of these bylaw changes altered how the President and all vice-presidents of the Synod were to be nominated. The 2010 change to then- Bylaw 3.12.1 eliminated the requirement of 3.12.1

(b) that all nominating ballots be signed by the president and secretary of the nominating congregation, replacing it instead with a provision directing the Secretary of the Synod to provide “a secure and verifiable method that will offer opportunity to every congregation of the Synod to submit nominations.” This change was not, however, incorporated into the 2010 Handbook with regard to the nomination of regional vice-presidents. … Since the procedure for nomination by the congregations today applies only to the offices of President of the Synod, First Vice-President, and the five regional vice-presidents [and no longer to regional Board of Directors or mission board offices, which used a parallel paper process in the 2013 and 2016 conventions], it is the opinion of the commission that Resolution 4-07, adopted by the 2010 convention, can be followed in its original intention to allow the Secretary of the Synod to provide “a secure and verifiable method that will offer opportunity to every congregation of the Synod to submit nominations,” not only for the President of the Synod and the First Vice-President, but also for the five regional vice-presidents as well, without requiring the signature of the president and secretary of nominating congregations. In its Item 19-014B, the COH has proposed “finishing the work” of 2010 Res. 4-07 and amending the language of Bylaw

3.12.2.7 to allow explicitly for the use of a “secure and verifiable” (possibly electronic) method for the election of the regional vice-presidents, to parallel exactly the language used for President and First Vice-President. While it found the change would only make explicit the sense of Bylaw 3.12.3.7 already determined by the CCM, it found the change important enough to be presented to the convention for adoption. Therefore be it

Resolved, That Bylaw 3.12.2.7 be amended as follows:

PRESENT/PROPOSED WORDING Nominations and Elections of Regional Vice-Presidents

3.12.2.7 After the results of the first-vice-presidential election have been announced, the convention shall elect five regional vice-presidents according to the following nominations and elections process.

(a) Each member congregation of a region (including any non-geographic-district congregations in that region) shall have been given opportunity, through a secure and verifiable method provided by the Secretary of the Synod, to nominate two ministers of religion— ordained from the clergy roster of the Synod with residence in its designated region as candidates for regional vice-president.

(b) The Secretary of the Synod shall receive such nominations (signed by the president and secretary of the nominating congregation). (cb) The names of the five ministers of religion— ordained residing within the boundaries of each geographic region who receive the most nominating votes shall form the slate from which the Synod convention shall select by majority vote each regional vice-president. (dc) … (subsequent subparagraphs re-lettered similarly)

H. ELECTION OF DISTRICT PRESIDENT AND VICE-PRESIDENTS

Rationale In CCM Opinion 22-2987, a review of district bylaws, the commission noted that Bylaw 4.7.3 specifies a procedure for successive balloting for offices of the districts other than president and the vice-presidents. It is customarily understood that the proper procedure for president and vice- presidents is, should a ballot not produce a majority election, to produce a successive ballot by removing the candidate who received the fewest votes, repeating until an election occurs (cf. Bylaw 3.12.2.6 [b] but ctr. Bylaws 3.12.2.4 and 3.12.2.7 [e– f]). The variety of approaches available for President and regional vice-presidents of the Synod—both of which, to be sure, have unique election mechanisms not likely to be reproduced exactly on the district level—leads to a question, especially given Bylaw 4.7.1, which allows for district election regulations, provided that “these do not conflict with the Bylaws of the Synod,” of what is the proper procedure for use by the districts (Const. Art. XII 5). In its Item 19-024, COH proposed that the common understanding be implemented clearly and explicitly in the Bylaws. Therefore be it

Resolved, That Bylaw 4.7.3 be amended as follows:

PRESENT/PROPOSED WORDING 4.7 District Nominations, Elections, and Appointments

4.7.1 Each district may adopt regulations for the nomination and election of its president; the nomination, selection, election, ranking, and succession in case of vacancies of its vice-presidents; and the nomination or selection of any regional officers or regional board of directors members, as long as these provisions do not conflict with the Bylaws of the Synod.

4.7.2 A nominating committee of each district shall be elected by the district convention. Nominating committees may not be employed in the election of the president and vice-presidents.

4.7.3 A majority of all votes cast by a district convention shall be required in every election to all elective offices and elective board positions. Except in the election of the president and the vice-presidents, the The following regulations shall apply:

(a) Candidates receiving a majority on the first ballot shall be declared elected.

(b) In the election of the president and the vice- presidents, when a second or succeeding ballot is required for a majority, the candidate receiving the fewest votes shall be dropped from the ballot. (bc) WhenIn other elections, when a second or succeeding ballot is required for a majority, the candidate receiving the fewest votes and all candidates receiving less than 15 percent of the votes cast shall be dropped from the ballot, unless fewer than two candidates receive 15 percent or more of the votes cast, in which case the three highest candidates shall constitute the ballot. (cd) In every election balloting shall continue until every position has been filled by majority vote.

I. SUGGESTION OF NOMINEES FOR CIRCUIT VISITOR

Rationale When the 2010 convention amended the process for election of a circuit visitor, an amendment made in the course of the convention adopted, instead of the initially proposed language (that “nominations for circuit [visitor] may be submitted by a voting congregation of the circuit and by the district president, in consultation with the praesidium of the district”) the practice that “the district president be provided opportunity to [instead of nominate, as initially proposed] suggest eligible candidates from within the circuit.” The fact that the convention made this evident distinction between nominating and suggesting a nomination has led to triennial guidance of circuit visitors by the Office of the Secretary as follows: “Nominations for candidates for the office of circuit visitor may be submitted by a voting congregation of the circuit and suggested by the district president, in consultation with the praesidium of the district” (Bylaw 5.2.2 [b]). Unlike names suggested by district presidents, which names may be added to the slate of candidates at the meeting by majority vote of the assembly, the names submitted by congregations must appear on the ballot for circuit visitor. All suggested or submitted names of pastors, whether serving congregations or emeriti, should be accompanied by pertinent information regarding each nominee (Bylaws

5.2.2 [d][1] and 3.12.3.6 [c]). All nominations must be received by the circuit visitor before the day of the circuit forum (Bylaw 5.2.2 [b]). In its item 19-018, the COH, at the suggestion of the Secretary, proposed the following change that would make this practice, with regard to suggested nominations, an explicit part of the Handbook. Therefore be it

Resolved, That Bylaw 5.2.2 be amended as follows:

PRESENT/PROPOSED WORDING 5.2 Circuit Visitors …

5.2.2 The circuit visitor shall hold his position by virtue of his selection by the circuit forum and ratification by the district convention.

(a) Circuit forums shall meet at the call of their circuit visitors to select their circuit visitors no later than the time established by the district. When in-person meetings are burdensome (e.g., geographically large circuits), a circuit may select another manner of meeting (e.g., e-meeting technologies) that is suitable and made available to all participants, taking into consideration the need to provide for an open and fair exchange of ideas and secure, private, and confidential voting.

(b) Prior to the day of the circuit forum, nominations for candidates for the office of circuit visitor may be submitted by a voting congregation of the circuit and suggested by the district president, in consultation with the praesidium of the district. Names suggested by the district president may, during the circuit forum, be received into nomination by a majority vote of the assembly.

(c) Each circuit may adopt procedures and methods that will insure efficiency and accuracy, including the use of mechanical, electronic, or other methods of casting, recording, or tabulating votes. The privilege of voting shall be exercised by the representatives from each member congregation of the circuit, who shall have been selected in the manner prescribed by the congregation (Bylaw 5.3.2