# LCMS Convention Proceedings_St. Louis Missouri_2007_S171 # Machine transcription, uncorrected — CHI Digital Archive (demonstration) LATE REPORT The following report (LR8-01) was received after the deadline for receipt of reports and overtures but has been accepted for convention consideration according to Bylaw 3.1.6 (a) as “a matter of overriding importance and urgency which is not adequately covered by documents already before the convention.” 2. William Diekelman, First Vice-President of the Synod 3. Raymond Hartwig (secretary), Secretary of the Synod 4. Thomas Kuchta, Vice-President–Finance—Treasurer of the Synod 5. Ronald Schultz, Chief Administrative Officer of the Synod 6. Jean Garton, member of the Board of Directors, appointed by the President LR8-01 Resolution 7-02A Committee 7. Walter Tesch (chairman), member of the Board of Directors, appointed by the Board of Directors Introduction The 2004 convention of The Lutheran Church—Missouri Synod created the Resolution 7-02A Committee. With the adoption of Resolution 7-02A (the full text is in Appendix A of this report), which included amendments to the Synod’s Articles of Incorporation and Bylaws, the Synod said, …Resolved, That the convention consider this action as resolving the current difficulty but directs the President and Board of Directors jointly to appoint a committee to address the matter and report to the 2007 convention;… As indicated in that Resolved and as will be seen in this report, the 2004 convention recognized the difficulty and confusion that prompted the presentation of Resolution 702A. In adopting the resolution, the convention resolved “the current difficulty” by amending the Articles of Incorporation and Bylaws of the Synod. It also created the 7-02A Committee to “address the matter and report to the 2007 convention….” “The matter” is explained in the WHEREAS section of Resolution 7-02A. Furthermore, “the matter” relates to questions that arose and subsequent actions that were taken during the triennium preceding the 2004 convention that involved the authority and responsibility of the Synod’s Board of Directors (“the Board”) as defined by the Constitution and Bylaws of the Synod and by the laws of the State of Missouri. Similarly, “the matter” has to do with whether official opinions of the Synod’s Commission on Constitutional Matters (“the Commission”) having to do with such authority and responsibility of the Board under the Constitution and Bylaws of the Synod were authoritative in light of the laws of the State of Missouri. 8. Robert Roegner, Executive Director of the Board for Mission Services, appointed by the President 9. Matthew Harrison, Executive Director of the Board for Human Care Ministries, appointed by the Board of Directors 10. Lane Seitz, President of the Minnesota South District, appointed by the President 11. Ronald Garwood, President of the Wyoming District, appointed by the Board of Directors The appointment process was completed by March 5, 2005. The 7-02A Committee met for the first time August 31, 2005, and thereafter by subcommittee, telephone conference, and face-to-face meetings. At its final meeting on April 13, 2007, the 7-02A Committee approved this report to the 2007 convention of the Synod. The committee respectfully submits this report in the hope and with the prayer that it will provide a reasonable solution and helpful assistance to the Synod in resolving conflict and confusion over “the matter” addressed in Resolution 7-02A. A Summary of “The Matter” To assist the Synod and especially the delegates to the 2007 convention, the committee offers what it believes to be a succinct summary of the essence of “the matter” to be addressed by the 7-02A Committee: 1. The essence of “the matter” relates to the delegation and exercise of authority in our Synod. The LCMS has never had a primarily hierarchical system of authority. Checks and balances have always been an integral part of the organization and administration of the LCMS. Its system of governance historically and traditionally includes boundaries that all, including officers of the Synod such as the Board of Directors, must honor and uphold. At the same time, there are decisions to be made and actions to be taken by officers, boards, or other entities within the Synod that have potential or real legal and/or liability implications. In such cases, what responsibility and/or authority does the Board of Directors have to overrule a decision or action in order to protect the Synod and its assets? This is the essence of “the matter.” The 7-02A Committee Following the convention, the President of the Synod and the Board of Directors reached agreement on the composition of this Resolution 7-02A Committee, to include the Administrative Team of the Synod (President, First VicePresident, Secretary, Vice-President–Finance—Treasurer, and Chief Administrative Officer) and representatives from the Board of Directors (2), the program boards and commissions of the Synod (2), and the Council of Presidents (2)— one each of these representatives to be appointed by the President and one each by the Board of Directors. The following persons served on the “7-02A Committee”: 1. Gerald Kieschnick, President of the Synod 2. The Bylaws describe the authority and responsibilities of the Board of Directors, especially Bylaws • 3.3.5: “The Board of Directors of the Synod is the legal representative of the Synod and the custodian of all the property of the Synod. It shall be accountable to the Synod in convention for the discharge of its duties.” 171 2007 Convention Proceedings