# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_February 2 2007_S2
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

174. Communications re Inappropriate Dissemination of Information re Matters Under
Consideration
The Commission reviewed communications and responses from the Board of Directors regarding the
publication of a letter provided by the Commission to the Board for input under Bylaw 3.9.2.2 (b). It was
decided that until the Board adopts appropriate procedures to assure the confidentiality of such
communications, the Commission will exercise its option to consult only with the Synod'
s legal counsel.
The Commission was advised that this issue was under consideration by the Board of Directors and that
action might be taken by the Board prior to the publication of these minutes.
175. Standard Operating Procedures Manual for Concordia University System (06-2466)
The Commission discussed the draft Bylaw 3.8.3.8.9 Standard Operating Procedures Manual and
directed that a phone consultation take place to include Secretary Raymond Hartwig, Gordon Tresch, and
Board for University Education Executive Director Kurt Krueger. Dr. Krueger will also be asked to
assure that his board and the presidents of each of the colleges and universities have reviewed the draft
and have been provided opportunity for input.
176. Commission on Constitutional Matters Report to Convention (06-2479)
The Commission reviewed an initial draft of its report to the 2007 convention. After receiving additional
input, the chairman was directed to submit the final report to the Synod.
177. Participation in Legal Actions by Members of the Board of Directors (06-2480A)
A pastor of the Synod in an August 18, 2006 E-mailed letter submitted two related questions regarding
the meaning and application of Bylaw 1.5.12.1 (b) (5).
Question 1: Do the provisions of Bylaw 1.5.12.1 (b) (5) providing for the vacating of a position in the
event of a continued inappropriate activity by a member of a board allow said board to
remove such member and create this vacancy?
Opinion: The Commission notes initially that Bylaw 1.5.12.1 (b) (5), providing that “[a]ny inappropriate
activity shall cease or the position will be vacated” is contained in a section dealing with conflict of
interest disclosures defined in Bylaw 1.5.12.1 (a) and with prohibited activities cited in Bylaw 1.5.12.1
(b) (1–4). Bylaw 1.5.12.1 (b) (5) clearly is meant to apply only in the context of a conflict of interest
violation. The provision does not specify the manner in which a position is to be vacated in the event of
the continuation of a conflict of interest violation, nor does it specify who is empowered to make such a
determination. Constitution Article XI A 2 states: “The Synod at all times has the right to call its officers
to account and, if circumstances require it, to remove them from office in accordance with Christian
procedure.” That said, there is no provision in the Constitution or Bylaws that provides the specific
method to be used if a position is to be vacated by a board or by the Synod itself if inappropriate activity
does not “cease.”
Question 2: If not, if a board adopts a resolution providing the reason for vacating of the position of one
of its members serving on such board pursuant to Bylaw 1.5.12.1 (b) (5), such member
having engaged and continues to engage in inappropriate action detrimental to the Synod and
its agencies, may the President, pursuant to Bylaw 3.3.1.3, after consultation with the Board
of Directors and/or the Council of Presidents, and/or the vice-presidents, exercise his
executive power to effect the vacating of the position on the board held by such member?

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