# LCMS Convention Workbook_St. Louis Missouri_2004_S289
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

STRUCTURE, PLANNING, AND ADMINISTRATION 289

Refer to the Commission on Structure Mr. Fryer’s opinion to re-
vise the Constitution to delete the reference to the Board of Direc-
tors as an ‘officer’ of the Synod; (3) Refer to the Commission on
Structure Mr. Fryer’s opinion that opinions of the Commission on
Constitutional Matters be advisory (as to the Board of Directors);
(4) Refer to the Commission on Structure Mr. Fryer’s opinion and
Missouri law that all officers can be removed by the Board of Di-
rectors with or without cause” (Minutes, p. 184); and

WuereEas, To adopt any changes based on these opinions would
be “to buy a pig in a poke”; therefore be it

Resolved, That the Synod, in convention, decline to consider

any recommendations from either the Board of Directors or the ©

Commission on Structure based on these legal opinions, unless and
until they have been released to the membership of the Synod at
least four months prior to the start of the convention, so as to pro-
vide adequate time for study by the membership and delegates to
the convention.

Christ Our Savior
Coppell, TX

7-117

To Direct Release of Legal Opinions

WuerEAs, The Board of Directors seems, in their own publicity,
to be suggesting major changes in the operation of the Synod, de-
parting widely from our traditional methods of operation; and

WuereaS, The Board says that it is doing this on the basis of
legal opinions it has obtained; and

WHEREAS, There would seem to be no logical reason for with-
holding the information contained in these documents from the
members of the Synod, and to withhold that information raises high
levels of suspicion; therefore be it

Resolved, That the Synod in convention direct the Board of Di-
rectors to release the opinions purchased from the outside attorneys
at the earliest possible date; and be it further

Resolved, That the comments of our own attorneys be immedi-
ately sought and released so that these matters might be clearly un-
derstood by the members of the Synod; and be it finally

Resolved, That no action of the Synod based upon these opinions

be taken until a sufficient time be spent in evaluating and studying them.
Trinity

Walnut Creek, CA

7-118

To Declare Carver Model
of Policy-Based Governance Inappropriate

WHEREAS, In recent years the failures at synodical entities such
as in the Concordia University System, synodical boards (such as
the Board for Higher Education), and multiple boards of regents
(such as Concordia University, Ann Arbor; Concordia University,
River Forest), and The Lutheran Church—Missouri Synod Foun-
dation clearly reflect the need for accountability and for clearly de-
fined and written policy and authority statements that (a) require
governing boards to continually monitor the job performance of all
those who report to them, and (b) establish limits on powers of
board/committee executives to prevent such persons from exercis-
ing powers not expressly prohibited, and (c) reserve to the board
the right to call up for review and even reverse executive decisions
and/or decisions and orders; therefore be it

Resolved, That the Synod declare: (a) the Carver Model of Pol-
icy-Based Governance to be inappropriate for use in the Synod, and
(b) that the policies of all boards embrace the Holy Scriptures and
our Lutheran Confessions as well as the laws of the United States,
the laws of the state the entity is incorporated in and the Constitu-
tion and Bylaws of the Synod.

Faith
Chesapeake, VA

7-119
To Amend Bylaws re Appointments

Rationale

The Board of Directors (BOD) of The Lutheran Church—Mis-
souri Synod is empowered by the Bylaws of the Synod to appoint
members of the Concordia University System (3.405), the Lutheran
Church Extension Fund (3.501 a), the LCMS Foundation (3.603 a),
the Board of Managers of the Worker Benefit Plans (3.701), the
Board for Communication Services (3.81), the Board for Human Care
Ministries (3.831), and the Commission on Structure (3.917 a).

While the Bylaws grant authority to the Board of Directors to
appoint these various members, they do not specify when the Board
of Directors is to exercise that authority, except in the case of the
Commission on Structure. Bylaw 3.917 a specifies that five mem-
bers of the Commission on Structure are to be “appointed by the
Board of Directors of the Synod in consultation and mutual con-
currence with the President of the Synod, these appointments to be
made in conjunction with the first meeting of the Board of Direc-
tors following each national convention of the Synod” (emphasis
added).

Until 1995 the BOD made ail of its appointments for a trien-
nium in the manner specified for appointments to the Commission
on Structure, i.e., at its first meeting following the convention that
had elected its members. So, for example, the Board of Directors
elected by the 1992 Synod convention made its appointments in
September 1992 (after taking office) of those who also would serve
for the 1992-95 triennium.

That changed in 1995, however. The BOD in May 1995—
nearly two months before the 1995 Synod convention—appointed
members to boards that would not take office until after the con-
vention. Members of the BOD who were about to retire or who
might not be reelected for the 1995-98 triennium nonetheless ap-
pointed members of boards who would not take office until after a
new Board of Directors had been elected and inducted into office.
This practice has continued since.

The minutes of the BOD’s Sept. 1-2, 1994, meeting provide the
rationale for this change in practice: The 1992 Synod convention
changed Bylaw 3.59 b to read that “all appointed boards and com-
missions shall begin their service on Sept. 1 following each con-
vention” (1992 Res. 5-12A). Referring to this change, the BOD
amended its policy on making appointments to say, “Appointments
will normally be made at the May Board meeting.” That policy re-
mains today in BOD Policy 5.7.2.2.

Bylaw 3.59 b does not state that it pertains only to those ap-
pointed by the Board of Directors, but rather to “newly appointed
members of all appointed boards and commissions.” Only the out-
going Board of Directors binds its successors (and the Synod in
convention) in this way, however. An outgoing Synod President,
for example, does not make appointments that his successor right-
fully would expect to make.

The Commission on Constitutional Matters Opinion 01-2231
states regarding presidential appointments: “Under this Bylaw
[3.65, which also applies to the Board of Directors] the newly
elected President becomes President upon his induction into office
which is to take place on or after Sept. 1 following his election. He
has no powers and duties as President until such induction and thus
cannot make any presidential appointments prior thereto.”

The CCM also cites Bylaw 3.67 c, which says: “No appoint-
ments to synodical boards or commissions shall be made and no
new programs shall be initiated by the outgoing President or the
boards of directors ... during the interim” (emphasis added). The
reference is to the interim between the election by a Synod con-
vention of a successor President or board of directors and a newly
elected President or board of directors assuming office. The appar-
ent purpose of this Bylaw is to prevent the outgoing President or
board of directors from binding their successors and the will of the
convention as regards leadership for a new triennium, even though
they continue to serve during the interim (3.67 b). If this is the case
during the interim, an outgoing President or board of directors log-
ically should be precluded from making appointments for the fol-