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 With the uncertainties occasioned by COVID-19, Synod Council, by action SC20.4.1, rescinded SC19.9.1 that had previously set the time and place of the Synod Assembly.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 doing so.

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 Assembly.

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.