5.5. Report of the Bylaws Committee

Report of the Bylaws Committee
Synod Assembly 2026

The Bylaws Committee met several times over the course of more than six months, beginning soon after Synod Assembly, to consider matters related to

• Synod Assembly 2025’s adoption of the resolution “To Adopt a Future, Part-time Option for the Bishop of the West Virginia-Western Maryland Synod” (a.k.a. Setley-Holbert-Ames, substituted),
• Synod Council’s referral of the resolution “On Improving Appropriations Process” (a.k.a. Smith-1),
• Synod Council’s referral of questions related to Synod Council’s quorum and persistent absenteeism,
• amendments to the Constitution for Synods made by Churchwide Assembly 2025, and
• routine review of the synodical governing documents.
  

The work related to Setley-Holbert-Ames, substituted, proved the most complicated in that it required research into the status quo, as defined by the Churchwide Organization, for the engagement of a bishop and the creation of processes that would fulfill the intent of Setley-Holbert-Ames, substituted, while working within the constraints of an episcopal election. A lengthy discussion is included in the rationale for the proposed amendments to the bylaws that will permit implementation of Setley-Holbert-Ames, substituted.

The work related to Synod Council’s quorum and persistent absenteeism required a deep dive into parliamentary theory and comparative study of state codes.

The remainder is the relatively routine work of the Bylaws Committee. Though relatively routine, none of it is thoughtless. Theory and practicality are weighed. Other approaches are examined. Intra-committee debate is not absent, but it is always reasoned.

The Bylaws Committee, as it began its work in this cycle included The Rt. Rev. Matthew Riegel, The Rev. Daniel Collins, Michelle Erfurt, David Finney. The Rev. Daniel Collins, having transferred to the Delaware-Maryland Synod, left the Committee in the fall.
The remainder of this report is in two main sections:

• Proposed amendments of the Constitution of the West Virginia-Western Maryland Synod
  • Those proposed amendments requiring notice — 4 proposed amendments
  • Those proposed amendment not requiring notice — 6 proposed amendments
• Proposed Amendment of the Bylaws of the West Virginia-Western Maryland Synod — 2 proposed amendments
  

When reviewing the following material, note the following:

• The provision to be amended is in bold.
• Italic indicates a proposed insertion of text.
• Strikethrough indicates a proposed deletion of text.
• The explanatory material frequently follows the listing of a proposed amendment. This explanatory material is not to be considered part of the proposed amendment.
  

Proposed amendments of the Constitution of the West Virginia-Western Maryland Synod

Amendments requiring notice per †S18.13(b).

†S18.13(b). [Other amendments to this constitution may be adopted by this synod through either of the following procedures:] The Synod Council may propose an amendment, with notice to be sent to the congregations of this synod at least six months prior to the next regular meeting of the Synod Assembly. Such an amendment shall require for adoption a two-thirds vote of the voting members present and voting at such a regular meeting of the Synod Assembly. All such amendments shall become effective upon ratification by the Churchwide Assembly or by the Church Council.

Notice was duly served on 2 December 2025 (prior to the required deadline) by Bishop’s Roadshow, email to congregations, and posting on both the synod’s website and Facebook page. Other amendments contrasts these provisions that are either entirely unique to the West Virginia-Western Maryland Synod or deviate in some way from the language in the Constitution for Synods from the required provisions in the Constitution for Synods or the exact language of its non-required provisions.

Recommendation #1
S10.09 S10.10. A majority of the members, excluding the youth member, of the Synod Council shall constitute a quorum. The members who attend a meeting that has been previously adjourned for one or more periods aggregating at least 6 days because of an absence of a quorum, although less than a quorum as fixed by this provision, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the notice of the meeting if the notice states that those members who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon the matter.

Rationale: The proposed appendment provides a path for Synod Council to conduct business (to the degree limited by the notice for the meeting) when it has failed twice in a row in the same session to secure quorum. This proposed appendment is modeled on 15 PA Cons Stat §5756(b)(2) (2024) — The West Virginia-Western Maryland Synod is incorporated in the Commonwealth of Pennsylvania. There have been times when quorum has not been achieved, a consequence not uncommon to volunteer boards spread across significant distances. An alternative discussed was the lowering of quorum for all meetings to something less than a majority, but this was deemed unwise by the Bylaws Committee. It is permissible, under 15 PA Cons Stat §5727(a) (2024), to codify in our bylaws (including our constitution) provisions related to quorum that deviate from the general principal of a majority; this is also permissible according to our parliamentary authority, Robert’s Rules of Order, Newly Revised (12th ed.).

Originally numbered S10.09 in the Constitution of the West Virginia-Western Maryland Synod, this local provision (i.e., a provision note found in the Constitution for Synods) was adopted by WV-WMD before the Churchwide Assembly adopted S10.09 in the Constitution for Synods. This creates a numbering problem in that two provisions would have the same number. In the past, it was considered an editorial change to fix such enumeration problems.

Recommendation #2
S10.11. The Synod Council may by a two-thirds vote declare vacant the seat of a Synod Council member (other than that of an officer whose removal is governed under †S8.57) who a) has been judicially declared of unsound mind, b) has been convicted of an offense punishable by imprisonment for a term of more than one year, or for any other proper cause which the constitution and bylaws may specify, c) does not accept the office either in writing, within 60 days after notice of election, or by attending a meeting of the board of directors, or d) has been persistently absent in the judgment of the Synod Council by failure to 1) attend in-person meetings, 2) attend meetings by electronic means (under †S10.09.01), or 3) acknowledge mail ballots (under B10.08).

Rationale: Though the Model Constitution for Congregations contains a provision for removal of a Congregation Council member for absenteeism, the Constitution for Synods does not. Though infrequent, it has happened more than once in the history of this synod that persons elected to Synod Council have persistently absented themselves, creating challenges for the securing of quorum in addition to withholding their potential contributions to the governance of this synod. The proposed provision is modeled on 15 PA Cons Stat § 5726(b) (2024).

Recommendation #3
S11.04. The Mutual Ministry Committee shall be appointed by the Executive Committee of the Synod Council to provide support and counsel to the bishop. A Mutual Ministry Advisory Board shall be appointed jointly by the vice president and the bishop. Term of office on the board shall be 2 years, with 3 members to be appointed from the voting membership of the congregations of this synod each successive year, without term limitation. The vice president or his/her designee, who shall be a member of Synod Council, and the bishop shall be members ex officio of the board. The Mutual Ministry Advisory Board shall function as a board of this synod, adopting for itself such bylaws (subject to ratification by the Synod Council) and rules as best facilitate the fulfillment of its purpose. The duties of the Mutual Ministry Advisory Board shall be defined by continuing resolution.

Rationale: This synod, by formal action of the Synod Council, has sought for several years the freedom to restructure the Synodical Mutual Ministry Committee along the lines found in the Driesen Manual, restructuring being prevented until this past Churchwide Assembly by a required provision in the Constitution for Synods. The proposed amendment redefines the very nature the Mutual Ministry Committee and provides greater flexibility in purpose and modus operandi.

Recommendation #4
S11.06. The Finance Board of this synod shall consist of three to six members, not including the treasurer who shall be a member ex officio. The Finance Board members shall be appointed by Synod Council for a term of two years and be eligible for re-election without term limitation. The terms of the Finance Board members shall be staggered. The Finance Board may adopt its own bylaws subject to ratification by the Synod Council. The Finance Board shall be responsible for the management of the synod’s reserves and investments with authority to hold, invest, and liquidate investment within the parameters set by Synod Council and shall perform such other duties as may be committed to it by Synod Council or the governing documents of this synod.

Rationale: It has been the practice in this synod that the Synod Council hold regular meetings 3-4 times per year. This is less than desirable for management of synodical investments. This proposed amendment creates a board that can focus with greater expertise on financial matters and respond more nimbly to investment opportunities and threats even as it is constrained by general parameters set by Synod Council. It is expected that the said Finance Board shall be invested, at least in the short term, with those matters normally associated with a budget and finance committee.

Amendments not requiring notice per †S18.12.

†S18.12. Whenever the secretary of the Evangelical Lutheran Church in America officially informs this synod that the Churchwide Assembly has amended any non-required provision of the Constitution for Synods, this constitution may be amended to reflect any such amendment by a majority vote at any subsequent meeting of the Synod Assembly without presentation at a prior Synod Assembly. An amendment that is identical to a provision of the Constitution for Synods shall be deemed to have been ratified upon its adoption by this synod. The Church Council, through the secretary of this church, shall be given prompt notification of its adoption.

Those amendments made by Churchwide Assembly 2025 to the required provisions found in the Constitution for Synods were entered into our governing documents immediately upon notification (per †S18.12). The following represent those proposed amendments that conform in all ways to the language of the non-required provisions in the Constitution for Synods.

Recommendation #5
†S8.51.c. [The terms of office of the officers of this synod shall be as follows:] The treasurer of this synod shall be elected appointed to a term of 4 2 years and may be re-elected reappointed. The treasurer shall serve until a successor takes office.

Rationale: Churchwide Assembly 2025 provided a new option for this required provision: formerly the treasurer had to be elected; now the treasurer may be appointed or elected, the language in the Constitution for Synods being rendered, “The treasurer of this synod shall be [elected] [appointed] [elected or appointed] to a term of _____ years and may be [re-elected] [reappointed] [re-elected or reappointed].” An appointment process will better serve the complexity of the treasurer’s duties, the increasing need for expertise, and the constraints of geography. Note well: the four (4) is being struck and replaced with two (2); because of typesetting, the strikethrough on the 4 is difficult to see. Shortening the term is recommended to assist in recruitment of capable candidates and relieve burden.

Recommendation #6
S9.04. The bishop shall be elected by the Synod Assembly by ecclesiastical ballot. Three-fourths of the legal votes cast shall be necessary for election on the first ballot. If no one is elected, the first ballot shall be considered the nominating ballot. Three-fourths of the legal votes cast on the second ballot shall be necessary for election. The third ballot shall be limited to the seven persons (plus ties) who receive the greatest number of legal votes (including ties in the final qualifying position) on the second ballot, and two-thirds of the legal votes cast shall be necessary for election. The fourth ballot shall be limited to the three persons (plus ties) who receive the greatest number of legal votes (including ties in the final qualifying position) on the third ballot, and 60 percent of the legal votes cast shall be necessary for election. On subsequent ballots a majority of the legal votes cast shall be necessary for election. These ballots shall be limited to the two persons (plus ties) who receive the greatest number of legal votes (including ties in the final qualifying position) on the previous ballot.

Rationale: An attempt by Churchwide Assembly 2025 to remove ambiguity.

Recommendation #7
S10.05. No elected member Elected members of the Synod Council shall not receive compensation solely for such their service as council members.

Rationale: An attempt by Churchwide Assembly 2025 to improve language.

Recommendation #8
S10.06 S10.07. If a member of the Synod Council ceases to meet the requirements of the position to which she or he was elected, the office filled by such member shall at once become vacant.

Rationale: Renumbering by Churchwide Assembly 2025.

Recommendation #9
S10.07 S10.08. The composition of the Synod Council, the number of its members, and the manner of their selection, as well as the organization of the Synod Council, its additional duties and responsibilities, and the number of meetings to be held each year shall be as set forth in the bylaws.

Rationale: Renumbering by Churchwide Assembly 2025.

Recommendation #10
S10.09. Robert’s Rules of Order, latest edition, shall govern parliamentary procedure of all meetings of the Synod Council.

Rationale: Though not necessary, as the parliamentary authority of our synod assembly (Robert’s Rules of Order, Newly Revised [12th ed.]) specifies that a subordinate body is under its superior body’s parliamentary authority (unless stated otherwise), the inclusion of this provision heads off misunderstandings.

Proposed Amendment of the Bylaws of the West Virginia-Western Maryland Synod

†S18.21. This synod may adopt bylaws not in conflict with this constitution or with the constitution and bylaws of the churchwide organization. This synod may amend its bylaws at any meeting of the Synod Assembly by a two-thirds vote of voting members of the assembly present and voting. Newly adopted bylaws and amendments to existing bylaws shall be reported to the secretary of this church.

Recommendation #11
S8.11.01. Upon dispensation by the Synod Council, the bishop shall be engaged for less than full-time service.

Recommendation #12
S8.11.02. Usual perquisites and honoraria shall not be denied the bishop, but both volunteer and compensated service beyond the terms of engagement shall be subject to review and approval by the Synod Council.

Rationale: The Bylaws Committee prepared these two proposed bylaws (supra) to enable the implementation of the operatives found in the Synod Assembly 2025 adoption of Reference & Counsel’s substitute for the Setley-Holbert-Ames resolution, “To Adopt a Future, Part-time Option for the Bishop of the West Virginia-Western Maryland Synod.” Additionally, the Bylaws Committee drafted supporting actions that may be codified as continuing resolutions or as rules specific to the next election, work that may be undertaken by Synod Council should the proposed bylaws be adopted by the Synod Assembly.

The Bylaws Committee offers the following observations, findings, and concerns with respect to the Reference & Counsel substitute to Setley-Holbert-Ames, substituted, as adopted by Synod Assembly 2025.

• The final operative (resolving paragraph) identifies the Synod Council as the calling entity. Per CBCR/ELCA 7.44.A24(2.1), the calling entity is the Synod Assembly. Synod Council negotiates and approves the definition of compensation, benefits, and responsibilities within the parameters of other rules and orders (e.g., the adopted budget and the governing documents of the synod and ELCA more generally). The intent, despite the flaw, is clear, and though the paragraph is null and void as written, the Synod Council can execute the intent.
• The penultimate operative is non-actionable in terms of notification to “all bishop-nominees.” Notice cannot be given to this class 28 days in advance of an upcoming episcopal election because the nominees for bishop are determined by the results of a first ballot not yielding an election (i.e., after the balloting has begun). While not explicit in our parliamentary authority, the principle of severability suggests that the remainder of the paragraph is legal, as a case cannot be made that the two classes depend upon each other.
• The prescribed models called for in the first operative will be difficult for Synod Council to develop in detail (and perhaps a useless exercise) because each candidate may have different ideas and requirements (as may the Synod Council) as to how part-time engagement should be structured. Synod Council may want to develop only the must cursory of plans. The Bylaws Committee recommends leaving the discussion more open so that the candidates might give statements as to their preferred arrangement.
  

The following is noted with respect to the proposed enabling bylaws.

• The Bylaws Committee examined ELCA/CBCR S8.11.01 and determined that it would satisfy neither the conditions nor the intent of Setley-Holbert-Ames, substituted. It should be noted that this synod never incorporated ELCA/CBCR S8.11.01 into its own bylaws, the language of the provision as follows: “ELCA/CBCR S8.11.01. When authorized by the Synod Council in order to address special circumstances, the synod bishop may be compensated as an employee or contractor for specified services to another expression of this church. Such an arrangement may be terminated by the Synod Assembly or Synod Council if determined to be detrimental to the function of the office or if the special circumstances no longer apply.”
• The bylaws proposed (supra) enable implementation of the conditions and intent of Setley-Holbert-Ames, substituted, without being overly specific, thus allowing greater flexibility in drafting continuing resolutions, special rules of order, and standing rules of convention.
• The bylaws proposed (supra) require additional supporting rules.
  

It is the opinion of this committee that the bylaws proposed (supra) are illegal in that they go beyond S8.11.01. Secretary Boerger, in advising Churchwide Assembly 2019 on the advancement of S8.11.01 for consideration by that Assembly, rules that the office of bishop is full-time, a bylaw dispensing a bishop from full-time engagement being necessary. The Bylaws Committee maintains that the codification of S8.11.01 in the Constitution for Synods, even if not adopted by this synod, precludes the adoption of similar bylaws that are outside the scope of S8.11.01.

• The Bylaws Committee recommends that the Secretary of the ELCA be asked to rule on the legality of the bylaws proposed (infra).
• If the Secretary of the ELCA rules such that S8.11.01 sets (and limits) the parameters for part-time episcopal engagement, the adopted substitute to Setley-Holbert-Ames, substituted, may be null and void in toto. At best, secular and semi-retired arrangements would be precluded while retaining only service to the other expressions. Furthermore, S8.11.01 allows dispensation from full-time engagement “to address special circumstances,” and what is envisioned in the adopted substitute to Setley-Holbert-Ames, substituted, is not a special circumstance; it is a regular configuration.
• The Synod Assembly is free to adopt S8.11.01 as it appears in the Constitution for Synods without notice provided the wording is exactly as it appears in the Constitution for Synods.
  

The following are additional concerns on the part of the Bylaws Committee that do not directly relate to the establishment of rules facilitating implementation of the adopted substitute to Setley-Holbert-Ames, substituted.

• The duties of the bishop, as enumerated in †S8.12 cannot, in the opinion of the Committee, be successfully fulfilled with a staffing configuration of less than one FTE (fill-time equivalent). By office configuration, we include the bishop and any support staff (executive or clerical). Engaging a part-time bishop will require engaging additional staff to cover the duties enumerated in †S8.12.
• Synod Council will have to determine whether it will delineate which duties are performed immediately by the bishop and which are performed by support staff. Alternatively, the Council may leave that the bishop, exercising more or less oversight.
• Clear communications will be needed between the bishop and support staff to a higher degree than found in most staff-supported situations because the bishop will be only part-time (there already being many times when the bishop will be required to be on the road and away from the office).
• It will have to be determined how a part-time bishop segregates on-duty vs. off-duty time.
• It must be noted that, regardless of configuration, a call is issued by the Synod Assembly. One only becomes bishop by accepting the call issued by Synod Assembly. As no rostered minister may hold more than one call at a time, any other call that might be held at the time of election must be resigned. There would be no guarantee that the entity that had issued the call being resigned would continue the engagement of the new bishop.
• In short, the Bylaws Committee has advised the Synod Council that part-timing the bishop’s position is unwise and will not serve this synod well even if constitutional hurdles can be cleared.
• The Bylaws Committee reserves the right to provide a supplemental report in this regard.
  

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