What happened to Synod Assembly 2020?
Synod Assembly 2020 was not be held in Flatwoods, 5-6
June 2020. With the uncertainties occasioned by COVID-19,
Synod Council, by action SC20.4.1, rescinded SC19.9.1 that
had previously set the time and place of the Synod
Assembly. While the Synod Council reserved the right to
call an assembly later in 2020, the pandemical situation
militated against doing so, and no business arose that was
so pressing, in the opinion of Synod Council, to warrant
For the Parliamentary Geek...
The following discussion, when referencing RONR,
references the 11th ed.. The critical decisions related to
Synod Assembly 2020 and the consequences of not holding
one were made prior to the publication of the 12th ed..
Not Cancelled, Not Called
Technically, there was no cancellation of the Synod
Assembly as the official "call of the assembly" had not
been issued, nor was it a postponement for the same
reason. The call of the assembly must be issued 60 days
before the assembly convenes. Communiques related to the
date of Synod Assembly issued prior to the call of the
assembly are but informal save-the-dates.
Our governing documents, in †S7.01, require triennial
assemblies at minimum; there is no requirement for an
annual assembly. Bylaw S7.11.01 empowers the Synod Council
to determine the time and place of Synod Assembly. A
90-day notice is expected under normal circumstances, but
60 days is the requirement for legal quorum. It is
possible for the voting members of the Synod Assembly to
force the call of a special assembly under S7.12. This
requires a petition of 10% of the voting membership of the
Synod Assembly; contact the Bishop for assistance in
navigating this provision.
Synod Business in the Absence of an Assembly
Under our governing documents, in †S10.02, Synod Council
functions as the interim legislative authority and may
discharge all powers excluding those reserved to the Synod
Elections are one of the very few reserved powers of the
Synod Assembly. So, one might ask, "What about people
who's terms are going to be up?" For the vice president,
secretary, and treasurer, †S8.51 answers that they serve
until their successors take office.
The CBCR/WV-WMD (Constitution, Bylaws, and
Continuing Resolutions of the WV-WMD Synod) is
silent on the question of synod councilors. Fortunately,
Pennsylvania corporate is not. This may surprise most
people, but the West Virginia-Western Maryland Synod is
incorporated in the Commonwealth of Pennsylvania.
Commonwealth law related to "domestic nonprofit
corporations," provides an answer to this thorny question.
Per 15 Pa.C.S. §5724, a Synod Councilor "shall
hold office until the expiration of the term for which the
director was selected and until a successor has been
selected and qualified or until the director's earlier
death, resignation or removal." By the way, there is a
parallel provision in West Virginia Code §31E-8-806(e).
That leaves Discipline and Consultation Committees.
Again, the CBCR/WV-WMD does not address this. The
Commonwealth's statutes (q.v., 15 Pa. C.S.
§5731(b)) are also unhelpful because the only committee
terms that are addressed are committees of the board of
directors (i.e., Synod Council), and these
committees are committees of the Synod (specifically, the
Synod Assembly, by virtue of the appointment power).
Further analysis suggests that these two committees are
not actually committees; rather, they are boards. It is a
subtle distinction discussed in RONR §50. As
such, it seems that the rule applicable to the board of
directors would be applicable here.