# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_November 28 29 2005_S6
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

Bylaws, and resolutions of the Synod. In fulfilling that function and considering the issue properly
presented, the Commission must consider whether particular actions of the Board of Directors are
consistent with those governing documents. While the Commission has no enforcement authority, its
opinions are of binding effect on all within the Synod unless and until overturned by the Synod in
convention. No opinion can simply be ignored within the Synod or treated as having no force and effect.
It is the responsibility of the President and others with supervisory responsibility, and not the Commission
on Constitutional Matters, to see to it that those within the Synod abide by the opinions of the
Commission.
The Commission reaffirms that Resolution 7-14 makes it very clear that the Board of Directors (as well as
all other entities filling vacancies pursuant to the provisions of Bylaw 3.2.5) is required to fill the
vacancies of boards and commissions elected by the Synod from the list provided by the nominations
committee. This interpretation is consistent with the past practice of the Synod and the express language
of Resolution 7-14, which recited: “Bylaw 3.63 b [current Bylaw 3.2.5] requires that vacancies on
synodically elected boards and commissions be filled by the Board of Directors of the Synod from a list
of nominees…” This requirement applies to both of the specific appointments raised in the question
presented, i.e., a replacement on the Concordia Publishing House Board of Directors and on the Board of
Directors of the Synod. Bylaw 3.2.5 does not make provision for nominations from the floor. Instead, the
Bylaws provide a detailed procedure for gathering a list of nominees and the submission of a list of three
to five names off of that list as “candidates” to the Board of Directors. The clear intent of this detailed
procedure in the bylaw is that the vacancy can be filled only from among the three to five candidates (or
nominees). Otherwise, this detailed procedure is at best a “hollow” exercise.
The Board of Directors (or, for that matter, any other entity filling a vacancy under Bylaw 3.2.5) does
have opportunity to provide input regarding possible nominees/candidates. Each provision of a bylaw or
resolution must, if possible, be given some reasonable meaning. No word, clause, or sentence should
unnecessarily be rendered meaningless or superfluous. This is applicable when filling a vacancy on the
Board of Directors under Bylaw 3.2.5. The bylaw provides that the source of a list of nominees shall be
secured from, among others, the board where the vacancy occurs. Thus, the Board of Directors has input
into the selection process for the list of nominees for the vacancy on the Board of Directors. If the Board
of Directors thereafter has the right to make floor nominations to the list of candidates prepared in the
prescribed manner, the candidate selection process set forth in Bylaw 3.2.5 is meaningless. Although
nominees are sought from sources other than the Board of Directors and a separate selection committee
chooses a list of three to five nominees, floor nominations by the Board of Directors would result in the
nominee of the Board of Directors being elected and the interim steps of selecting candidates would be
superfluous.
Having considered the additional input, the Commission reaffirms prior Opinion 05-2439; 05-2440; 052442.
108. Human Resource Policies and the President’s Use of Executive Power (05-2441)
A pastor of the Synod in a September 9, 2005 letter asked a series of questions regarding the reference in
Bylaw 1.5.9 to human resource policies and regarding the use of executive power by the President of the
Synod under Bylaw 3.3.1.3 (k). Because these questions address issues similar to those raised by the
President of the Synod (see #103 above), a response was deferred to the next regular meeting of the
Commission for the reason stated, when all related questions will be given careful consideration.
109. Proper Dissent and Dispute by Members of the Synod (05-2444)
In a letter dated September 9, 2005, a series of questions were addressed to the Commission by five
district presidents and two vice-presidents of the Synod regarding whether or not the Synod’s
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