With all the restructuring going on, each District has to ask and answer what life will look like for them after restructuring. What will it do? How will it carry out its mission? What will its relationship be with it’s current churches and pastors? Will it morph into “something else” now that the task of being “Synod in a District” is off the table?
In the case of the East District it looks like they’ve been dutifully covering off these questions and they’ve even gotten a proposed set of revised bylaws up and ready for review. This proposal was posted Apr 2, 2018 in preparation for the Oct 14-17, 2018 District convention. Let’s see….Oct is month 10, April is month 4…10 – 4 + 1 = ~7 months advance notice! This is a far cry from the 1 months notice attendees of the 2017 Synodical convention received.
So far so good!
Following is my comments on parts of the proposed East District Bylaws. If you have a question about any point I raise here the East District office is the proper place to direct your queries as all I know is what they’ve posted.
In certain places I’ve made some formatting changes for emphasis – when in doubt please consult the original document.
I’m going to start with the Regulations first because they tell the greatest tale of District’s forthcoming changes:
REGULATIONS 2015 of the LCC East District – Most of what is listed here in the Old Regulations deals with things of an ecclesiastical nature. That will not be the purview of the corporation going forward.
Many sections of these regulations are also being moved outside of the bylaws into various manuals.
If LCC East District is eliminating all matters of an ecclesiastical nature from its corporate documents then a name change is also in order to reflect its new mission.
“Synod” means Lutheran Church–Canada.
When Synod restructured, the new Statutory Bylaws defined two separate and distinct groups – the corporate body known as “LCC” and the ecclesiastical body which is “Synod”.
- “LCC” means Lutheran Church-Canada, the religious body incorporated under the Act;
- “Synod” refers to the voluntary ecclesiastical bond shared by Member congregations and Individual Members walking together to carry out the ministry and mission given by Christ to His Church;
I think LCC / Synod made this distinction in an effort to separate the ecclesiastical relationship from the corporate relationship. Whether or not this is a distinction without a difference and how it relates to the 2018 District bylaws is a question worth pursuing.
Classes and Rights of Members
6. As set out in the Articles, there shall be two (2) classes of membership in the Corporation, namely:
(i) Class V members, who shall be pastors meeting the conditions of membership and who are the chief pastor of a member congregation, and all congregations meeting the conditions of membership.
Each Class V member is entitled to receive notice of, attend and have voice and vote at all meetings of members and shall be entitled to one (1) vote at such meetings.
The rights of members which are congregations shall be exercised through a delegate elected by the congregation. Notwithstanding the foregoing, where two (2) or more congregations have joined together as a parish, such congregations shall, together, be considered one (1) member of the corporation and shall be represented by one delegate and shall, collectively, have one (1) vote.
(ii) Class N members, who shall be all pastors meeting the conditions of membership but who are not a Class V member, as well as all deacons who meet the conditions of membership.
Each Class N member is entitled to receive notice of, attend and have voice at all meetings of members, but shall not be entitled to vote at such meetings except as otherwise provided by the Act.
The potential issue with the this is that only the “chief” pastor of a two-pastor church will ever be entitled / allowed to do things set aside for “Class V” clergy members, and as such this makes “non-chief pastors” second class members.
I would rather see the following division:
- Class “C”: Each member congregation
- Class “P”: Every pastor serving a congregation.
- Class “N”: all pastors meeting the conditions of membership but who are not a Class “P” member, as well as all deacons who meet the conditions of membership.
In terms of voting pastoral attendees, only one “P” member of each “C” congregation can be a voting attendee at a meeting. This would provide “non-chief pastors” the possibility of participating in the corporation’s operation instead of mandating that only the “chief pastor” can.
This has implications later on in places like 11 where a a 5% threshold of the “Class V” voting members is required in order to hold a special meeting and the like.
11. Except as provided in section 12, quorum for annual meetings of the members of the Corporation shall be three (3) Class V members present in person or, in the case of a member congregation, by a delegate. For business to be conducted, quorum must be maintained throughout the course of the meeting.
To me three seems awfully low – particularly for an organization entrusted with millions of CEF funds. The next item is also puzzling:
12. Once every four (4) years the annual meeting shall be on such day and at such place as determined by the Board with preference being giving to the time and place of the LCC convention, at which annual meeting the election of the Board of Directors shall take place along with other requisite business.
For this annual meeting, the presence of at least one third (1/3) of the voting members at the commencement of the meeting will constitute quorum. Participation by electronic means at this annual meeting is not permitted.
Suppose, for argument’s sake, three people show up for the combined Synodical convention / District AGM, and then two leave. Theoretically this bylaw would allow the remaining single person to decide all business for the District.
Do I think it would happen? No. But I’ve seen strange things in my life and I wouldn’t put this outside of the realm of possibility what some slippery character(s) would stoop to in order to get control of the millions of dollars in CEF.
13. If a matter arises between the annual meetings that the Board determines requires a simple yes or no vote by the class V members, the Board may authorize that such a vote be taken by mail or electronic ballot. In such cases all pertinent information required to make a decision shall be provided along with the ballot. The Secretary shall be responsible for conducting said ballot vote and shall appoint two individuals to assist with the balloting.
And in one stroke this bylaw eliminates the need for a special convention to deal with matters of concern to the District as a whole. Bravo!
BOARD OF DIRECTORS
19. Immediately following the confirmation of this Bylaw by the members, the number of directors of the Corporation shall be fixed at nine (9). Of the nine (9) directors, four (4) shall be Pastors and five (5) lay persons– [one (1) lay person may be a Deacon], all of whom shall be voting members of the Board. The Board shall elect its own Chairman and Secretary.
This is a departure from the usual 50-50 divide between laity and clergy in favor of the laity.
21. Directors shall be elected for a term of four (4) years by the voting members of the Corporation at an annual meeting of members in accordance with the procedures outlined in sections 17 and 18 of this bylaw. Directors shall assume office immediately following the meeting at which they are elected save and accept for the elections for the board of directors taking place at the district convention in October of 2018. These directors shall take office on January 1 of 2019.
This is a perfect example of how to deal with the issue of transitioning from one structural regime to another.
22. 22. The office of director shall be automatically vacated: (A-F omitted) … Every director who is or becomes an “ineligible individual” (as such term is defined in section 149.1 of the Income Tax Act (Canada)) shall disclose such fact to the Board immediately upon learning that he has become an “ineligible individual”. Upon such disclosure being made, the Board may approve of the ineligible individual remaining as a director.
To my way of thinking if something happens such that a person becomes ineligible to be elected after they’ve been elected, they should automatically be deemed to have vacated their position and the Board should not have any latitude in the matter.
23. Meetings of the Board … A quorum for the transaction of business at any meeting of the directors shall be a majority of the number of directors then in office.
Comparing this to the quorum requirements for a member’s meeting, it’s theoretically possible for the member’s meeting to achieve quorum with less people than a meeting of the BOD.
MINUTES OF BOARD OF DIRECTORS
41. Meetings of the Board are held to be private. Therefore minutes of the Board meetings are not available to the public or to members. However, summaries of the business conducted will be made available at the annual meetings. The summaries will take into account items where confidentiality is of concern. In this context, confidentiality is held with the intent of being good stewards of the information with which Board members are entrusted; there is no intent to keep information hidden or secret.
Hopefully the BOD will still make meeting summaries available to the general public as it has in the past.
AMENDMENT OF BYLAWS
55. This Bylaw may be repealed or amended by a resolution enacted by a majority of the directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the votes cast by the members at a duly called annual meeting or special meeting of the members or by a ballot vote held in accordance with section 13 of this bylaw.
Given that the quorum requirements in (11) and (12) (see above) are so low this could allow a small group of people to rewrite the bylaws to their own ends and effectively hijack the corporation. (cf Concordia Edmonton) I’d be much more comfortable with amendments requiring the affirmative vote of minimum percentage of membership, or a confirmation vote of all the members.
Communication between the delegates
The one major point raised at the 2017 Synod convention was facilitating communication within the membership so they could do some work ahead of time and so arrive at good, well-informed decisions. These revised bylaws don’t touch that question and I think it’d be good to either add it here or in a policy document.
After an admittedly quick read, there are a couple quite fundamental questions that come to mind: 1. how can the purposes of the corporation not be changing (Article IV of the 2015 handbook) if the corporation will no longer deal with ecclesiastical matters (page 25 of the proposal, as you have highlighted above), since the purposes are explicitly ecclesiastical in nature? and 2. if the corporation will not deal with ecclesiastical matters, why is membership (no matter what Class) contingent on membership in LCC, why are members of Synod still involved in meeting and voting, and why is there any requirement for clergy representation on the Board at all, never mind an equal number of clergy and laity?
I’ve understood in general that the desire is to maintain the corporation to administer CEF. Continuing to have a membership and leadership structure that is still so tied to Synod membership will lead to the pastors and congregations having many more roles to serve in, when both Synod and this new corporation are taken into account.
I commend the East District for being open about these plans. It gives time for its people to consider them, which is a good thing. At the same time, that last concern is not only with the East District, since I’m of the understanding that both ABC and Central plan to continue as corporations as well. If we are going to still require our congregations, pastors, and deacons to be involved in the operations of four corporations instead of one, then the shortcomings of our restructuring are going to be even more magnified than they have been already.
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