# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_October 16 18 2005_S10
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

of the Commission were overruled by the convention and continue to be binding as set forth in Bylaw
3.9.2.2 (b). However, the Commission must recognize the potential need to examine specific issues in the
future that find their genesis in the resolutions and bylaws adopted by the convention. It would thus have
been more proper had the last sentence of the opinion’s first paragraph read as follows (underline
indicates new wording):
As such, the answer to the question presented is that if the proposed Constitutional
Amendment A entitled “To Amend Constitution Regarding Officer and Board
Responsibilities” as set forth in Resolution 7-21 of the 2004 convention of the Synod is
not passed by a two-thirds majority vote, it would not effect the implementation or
validity of any other resolutions or changes to the bylaws passed at the 2004 convention
the CCM has been unable to identify any resolution or change to the Bylaws by the 2004
convention whose validity or implementation would be prevented. Should concerns exist
as to any particular resolution, a specific inquiry should be directed to the Commission
for further study.
Opinion 04-2409 is so modified.
Question 4: The Board’s final question expressed concern that the Commission’s interpretation served to
undo a grant of authority by the 1998 convention:
Article XI F was amended by the 1998 convention of the Synod to its present wording.
Prior to that amendment, paragraph 2 of Article XI F read as follows:
The voting members of the Board of Directors are the legal representative of the
Synod and the custodians of all property of the Synod, and upon them are
incumbent the general management and supervision of all the business affairs of
the Synod.
Relative to the proposed change to the present wording, the Blue Ribbon Committee
Report to the convention states, “Takes account of need to delegate authority in a large
organization,” further demonstrating in the wording of its proposal that the “it” in
question is intended to refer to the Board of Directors (1998 Blue Ribbon Committee
Report, p. 57, lines 41–42—Exhibit A). The same comment, “Takes account of need to
delegate authority in a large organization,” also occurs in Resolution 8-03B as adopted by
the convention (1998 Proceedings, p. 162—Exhibit B). Thus the Synod in amending
paragraph 2 clearly stated its intention to allow the Board of Directors to delegate its
authority. This is consistent with the commentary provided by the Blue Ribbon
Committee early in its report in a section entitled “Description of Committee
Recommendations” where it is stated: “The heart of these changes is to retain the Board
of Directors’ authority to supervise all the business affairs of corporate Synod, while
limiting its authority with reference to separate corporate or trust entities to ‘general
oversight’” (Blue Ribbon Committee Report, p. 13, paragraph 56—Exhibit C).
Amendment A proposed to delete the very authority that was given to the Board of
Directors in 1998. Therefore, for the Commission in Opinion 04-2409 to state that such
proposed deletion stated more clearly what the paragraph adopted by the 1998 convention
already meant is contrary to fact and warrants reconsideration by the Commission.
In summarizing its concerns, the Board of Directors indicated:

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