# LCMS Convention Proceedings_St. Louis Missouri_2007_S175
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

LATE REPORT

— III —
Re: Bylaw 3.3.5.4
The Constitution of the Synod provides that the Board of
Directors is the legal representative of the Synod (Art. XI F
2). In the course of their operations, program boards, commissions, and councils that are part of corporate Synod may
have reason to secure legal opinions. In order to carry out
fully its duty as legal representative of the Synod, the 702A Committee believes that the Board of Directors should
be furnished copies of all such legal opinions so that it is
aware of any legal issues involving corporate Synod. Accordingly, the following addition to Bylaw 3.3.5.4 is recommended:
PRESENT/PROPOSED WORDING
3.3.5.4 The Board of Directors shall be responsible for the general management of the business and legal affairs of
the Synod. It shall receive copies of all legal opinions
or written counsel received by program boards, commissions, and councils of the Synod. It and shall be authorized to take on behalf of the Synod any action related to such business and legal affairs which has not
been expressly delegated by the Constitution, Bylaws,
and resolutions of the Synod to other officers or agencies of the Synod, and as to those shall have general
oversight responsibility.

— IV —
Re: Bylaw 3.3.5.5 (a)
Program boards and commissions are part of corporate
Synod. Their budgets are established by its Board of Directors. Prior to 2004, the Bylaws of the Synod provided that
the Board of Directors had “the right to call up for review,
criticism, modification, or revocation” any action or policy
of a program board, commission, or council except opinions
of the Commission on Constitutional Matters. Resolution
7-02A of the 2004 convention amended the bylaw to provide
that the Board of Directors could only request modification
or revocation of an action or policy.
Since the Constitution of the Synod provides that the
Board of Directors is the legal representative of the Synod
and the custodian of all of the property of the Synod and
shall exercise supervision over all of the property and business affairs of the Synod, the 7-02A Committee believes
that the 2004 amendment places an inappropriate limitation on the constitutional duties of the Board of Directors.
In addition, confusion exists as to the meaning of the words
“call up” in the current bylaw. The 7-02A Committee therefore recommends the following revision of Bylaw 3.3.5.5 (a):
PRESENT/PROPOSED WORDING
3.3.5.5 The Board of Directors shall allocate available funds
to the program boards, commissions, councils, and departments of corporate Synod and hold them responsible therefor.
(a) To the extent of its responsibilities relative to the
general management and supervision of the business and legal affairs of the Synod:
(1) It shall receive such reports as it requests on the
operations and policies of the program boards,
commissions, and councils.

175
(2) It shall have the right to call up for request review and criticism, and request modification or
revocation of, of any action or policy of a program board, commission, or council which primarily relates to business, property, and/or
legal matters and, after consultation with the
agency involved and when deemed necessary,
require modification or revocation thereof, except opinions of the Commission on Constitutional Matters.

—V—
Re: Bylaw 3.9.2.1
Bylaw 3.9.2.1 states that the Commission on Constitutional Matters shall consist of “five voting members appointed by the President of the Synod, whose terms shall
be for six years renewable once, three of whom shall be ordained ministers and two shall be lawyers.”
Concern has been expressed that the present wording
“appointed by the President of the Synod” early in the
bylaw could mislead readers to conclude that the only step
in the commission selection process is appointment by the
President. However, Bylaw 3.9.2.1.1 clearly outlines a progression of steps that includes active participation by district boards of directors, the Secretary of the Synod, and the
Council of Presidents. The process only finally concludes
with the President of the Synod, in consultation with the
vice-presidents of the Synod, appointing the members of the
commission from the list(s) presented by the Council of
Presidents (Bylaw 3.9.2.1.1 [c]).
While perhaps not specifically or directly related to “the
matter” referenced in Resolution 7-02A, the 7-02A Committee believes that confusion can be reduced by removing the
words “appointed by the President of the Synod” from
Bylaw 3.9.2.1 and recommends that the bylaw be amended
to read:
PRESENT/PROPOSED WORDING
3.9.2.1 The Commission on Constitutional Matters shall consist of
1. five voting members appointed by the President of
the Synod, whose terms shall be for six years renewable once, three of whom shall be ordained ministers
and two shall be lawyers;
2. the Secretary of the Synod, who shall serve as a nonvoting member of the commission and its secretary.

— VI —
Re: Bylaw 3.9.2.1.1
The 7-02A Committee reviewed the present procedure
for selecting the members of the Commission on Constitutional Matters. The present process begins with the names
of nominees being submitted to the Secretary of the Synod
by district boards of directors. The names of these nominees and all supporting documents are then forwarded by
the Secretary of the Synod to the Council of Presidents,
which in turn studies the qualifications of the nominees
and then, through the office of the Secretary of the Synod,
submits five candidates for each vacant position to the
President of the Synod. The President, after consultation
2007 Convention Proceedings