# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_January 31 February 1 2006_S6
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

of the Synod, it is clear that the terms “executive officer,” “chief executive,” and “executive” are used
interchangeably and are distinct from the term “executive staff.” Even before the 1998 convention’s
amendments to former Bylaw 3.69, which added former subsection (d) to impose a five-year term limit
unless the governing board specifically continued the person in office, the Commission was asked in
Opinion Ag. 2094 to interpret the former bylaw references and concluded that a board or commission,
regardless of the titles applied to its staff, could only have one principal executive officer to which the
provisions of the bylaw applied. The same interpretation and application were made in Opinion 00-2204,
where term limit provisions were applied to a single executive of the hiring authority (board, commission,
and synodwide corporate entity), including those already in office, referencing the similar treatment of
college, university, and seminary presidents.
The position of Director of News and Information Services is a position created not by the Board for
Communication Services but by the Synod itself in Bylaw 3.8.5.2.3. Subsection (c) of the bylaw describes
the position and also directs the selection method of that person as follows: “The Director of News and
Information Services, who also serves as executive editor of the Synod’s official periodicals, shall be
appointed by the Board for Communication Services from a list prepared by the board and approved by
the Council of Presidents.” In this instance, the Council of Presidents must approve the list. The President
will be a part of the process of approving the list under Bylaw 3.8.5.2.3.
121. Board of Directors/Board Chairman Communications re Convention Action (05-2432)
A pastor of the Synod in a letter dated July 11, 2005, asked a series of questions regarding
communications by the Board of Directors and the chairman of the Board of Directors regarding 2004
Res. 7-21 and its submission of a proposed constitutional amendment to the congregations of the Synod.
Question 1:

Following the adoption of 2004 convention Res. 7-21, the matter was submitted pursuant to
the bylaws for vote of the congregations of the Synod. During the period of the voting, the
Board of Directors (or a subcommittee thereof) published a communication to the Synod
which concluded with a recommendation that the constitutional amendment not be adopted.
The communication concluded: “This is probably not the time for the congregations of the
Synod to affirm a change to the Constitution of the Synod.” (See the letter, which remained
at the time of submission of this question on the Synod’s Web page, at: http://www.
lcms.org/graphics/assets/media/boardofdirectors/kuhnletterdec.pd)
Is the Board of Directors, as an officer of the Synod, authorized to issue a communication
which directly opposes the will of the Synod as expressed in a resolution adopted by the
convention? If the answer is in the negative, does the President of the Synod have
responsibility under Art. XI B of the Constitution to admonish those involved?

Question 2:

Is such a communication a violation of the responsibilities of officers under Art. XI A 1 of
the Constitution? If the answer is in the positive, does the President of the Synod have
responsibility under Art. XI B of the Constitution to admonish those involved?

Opinion: Individual members of the Board of Directors are elected by the Synod in convention. They are
expected to bring to the Board of Directors their individual points of view, talents, and insights in order
that the Board of Directors as a whole might better serve the church.
The Board of Directors as a whole, however, is an officer of the Synod, as was discussed in Opinion 032376. As with any other officer, it is responsible to support and uphold the Constitution and Bylaws of the
Synod, as well as its resolutions. While it might be permissible for an individual member of the Board of
Directors, speaking in that individual’s capacity, to express an opinion contrary to the expressed will and
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