# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_February 6 7 2026_S14
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

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Policy 2.7.1: This should reflect that Board responsibilities are set forth in Synod’s Constitution
and Bylaws and the Bylaws of the district. Any board resolutions impacting the board’s
responsibilities are only effective to the extent permitted by, and not in conflict, with those
authorities.

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Policy 2.7.3: It is not accurate to say that the primary responsibility of the Board is to represent the
stakeholders of the district (which the board itself identifies). The district is “the Synod itself
performing the functions of the Synod.” [Synod Bylaw 4.1.1.1]

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Policy 2.7.4.2: There is no authority for a chairperson to unilaterally revise a board-adopted action;
the responsibility lies with the board; not even an executive committee may “overturn actions of
the agency” (Bylaw 1.5.3.2 [a]).

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Policy 2.8.1.3: It is the board’s responsibility to develop a strategic plan in accordance with its
responsibility for the business and legal affairs of the district; certainly this does not fall entirely
on the district president.

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Policy 2.8.3.1: It could be clearer that the chairman’s declaration is on the basis of the unanimous
consent of the body.

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Policy 2.9.1.1: As noted for Section 2.2.6.5.3, electronic ballots are only permitted under Synod
Board of Director Policy 4.1.3.1 if all board members cast a vote and the result is unanimous.

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Policy 2.11.3.1.3.1: Changes should be made similar to those suggested for Policy 2.7.1 above.

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Policies 2.11.3.1.5 and 2.13.5: A performance review seems to suggest that the district president is
an employee of the board; the chairman’s exclusive role in making appointments to the committee
may also be of concern. What is done with these performance reviews?

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Policy 2.11.3.1.11: The meaning of “board management” is unclear and may result in an
unintentional level of delegation.

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Policy 2.13: It should be noted that the use of committees is limited by Bylaws 1.5.3.2–1.5.3.4.
Additionally, these provisions should be reviewed and revised in light of those Synod Bylaws. For
instance, in Policy 2.13.3, the board can only delegate power for a limited time to a committee
composed only of members of the board (Bylaw 1.5.3.3). In Policy 2.13.4.2, the Executive
Committee is not given blanket authority to act between meetings of the full board, but only in
times of emergency between regular board meetings (Bylaw 1.5.3.2).

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Policy 2.13.6: The composition and duties of this committee should be reviewed in light of Bylaws
1.5.3.2–4.

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Policy 2.14.1: The commission notes that Synod Bylaw 1.5.1.1 prohibits an employee, except as
permitted by the Bylaws, from being a member of a board under which they serve, so there could
not be a situation where a board member is an employee of the district. Perhaps a better phrasing
for this section would be “Board members shall not receive remuneration for serving as a member
of the Board.”

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Policy 2.14.2: It should be clarified those expenses are ones “incurred in relation to a meeting of
the Board.”

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Policy 3.1.1: The board can only delegate its own work to committees made up only of board
members, and only for a limited time and for a specific assignment (Bylaw 1.5.3.3).

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Policy 3.1.4.3: The board cannot limit itself to automatically approve anything within certain
parameters. The board is charged with managing the business and legal affairs of the district; if a

CCM Minutes – February 6–7, 2026 – Page 148