LCMS Convention Workbook St. Louis, Missouri — 1981, Page 143

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TASK FORCE 143

the Synod, serves as consultant to the local convention com-
mittee, is to carry out the responsibilities with reference to
nomination and election of the President and First Vice-
President as detailed in the Bylaws 2.127 and 2.129, and is
required to perform such other work as the delegate convention
or the President of the Svnod may assign to him (2.39 b, c. k,l);
and

WHEREAS, The Commission on Constitutional Matters has
the responsibility to review ‘‘all reports, overtures, and resolu-
tions to the Synod asking for changes of or amendments to the
Constitution of the Synod or which in any manner affect the
Constitution or Bylaws”; sit in on meetings of floor committees
appointed to consider constitutional matters at the convention
of the Synod: revise the synodical Handbook after each
convention; interpret the Synod’s Constitution, Bylaws, and
Resolutions upon the request of its members, officers. boards,
commissions, or agencies of the Synod and make binding
decisions pending the next synodical convention; and

WHEREAS, The Secretary of the Synod, as a member of the
Board of Directors, participates in the decision-making process
of said board; as secretary of the Board of Directors is required
torecord and maintain the minutes of its meetings; as corporate
secretary is required to be signator to contracts and other
documents and to represent the officers and Boards of Directors
of the Synod in its corporate concerns; and, as a full-time
employee of the Synod, is required to carry out the various and
varying responsibilities assigned to him, some of which assign-
ments, if not all, may be subject to review by the Commission
on Constitutional Matters; and

WHEREAS, The Secretary, as a full-time corporate employee
of the Synod and asa member of its Board of Directors, has the
potential, as a member of the CCM, of reviewing and deciding
matters to which he was, or should have been, a party by
reason of his assigned responsibilities, thereby subjecting the
decisions of the CCM to the question of bias, lack of objectivity
and of fairness; and

WHEREAS, The Synod has heretofore declared under Section
2.13 of the Bylaws (Handbook, p. 49):

a. No officer, director, board or commission
member of the Synod or its controlled organizations
shall use his position or the knowledge acquired from
his service in such a manner that a conflict between
his personal or business interests and the interest
and general welfare of The Lutheran Church—
Missouri Synod arises.

And in Section 2.15 of the Bylaws (Handbook, p. 50):

a. No one, either in the Synod or in a District, or
between the Synod and a District, shall hold more
than one elective office; or more than two offices,
although one or both be appointive; or ever hold two
offices of which one is directly responsible for the
work done by the other.

And in Bylaw 5.55 (Handbook, p. 129) the Synod requires:

At the outset of any proceeding before a Commis-
sion of Adjudication or the Board of Appeals, a
member of the commission or board may be disquali-
fied from acting in such proceeding if the member has
a conflict of interest. Disqualification may be by the
voluntary act of the member himself or by the action
of the Board of Appeals (i) on its own initiative or (11)
on the complaint of any party to the proceeding. ...

Therefore, be it

Resolved, That 2.107 a be deleted and that, in lieu thereof,
the following be adopted:

2.107 Commission on Constitutional Matters

a. The Commission on Constitutional Matters
shall be appointed by the President and shall consist
of five members, none of whom are an elected or
appointed officer or an employee of the Synod, its
Districts or any of its agencies, with two pastors and
three laymen, two of whom shall be attorneys. The
term of office of the appointed voting members of the
commission shall be eight years. Except when it is

necessary to fill a vacancy for the remainder of an
unexpired term, only one member may be appointed
in any two-year period.

WHEREAS, The function of the CCM is to assure the Synod
that the resolutions and Bylaws adopted by the Synod are in
accord with its Constitution; and

WHEREAS, The CCM is constituted as an advisory body with
the responsibility of advising the President and other officers.
boards, and commissions of the Synod concerning constitu-
tional matters. and is thereby not required to give notice, hold
hearings, or conduct adversary proceedings in arriving at its
opinion; and

WHEREAS, The Synod has established an adjudicatory pro-
cess both on the District and synodical level, and a Board of
Appeals to review their decisions when requested, with pro-
vision in said adjudicatory and appeals process for notice and
an opportunity to be heard in adversary proceedings: and

WHEREAS, The provision of Bylaw 2.107 e/Handbook, p. 68)
that

an opinion rendered by the commission shall be bind-
ing on the question decided unless and until it is
overruled by a synodical convention

is not only inconsistent with the advisory functions of the
CCM, but gives to the CCM the right to preempt the responsi-
bilities vested in the Board of Directors and in other boards and
commissions, and in the synodical convention itself, and to
make its opinions paramount and overriding with no discre-
tion left to the officers, boards, and commissions of the Synod
charged with the responsibilities of administration and
implementation of the Synod’s resolutions, without notice,
without hearing, and without any review or appeal; and
thereby providing the potential for personal bias and political
consideration; therefore be it

Resolved, That Bylaw 2.107 e be amended by striking the
language:

An opinion rendered by the commission shall be
binding on the question decided unless and until it is
overruled by a synodical convention,

and inserting in lieu thereof the following:

Any such opinion may be appealed by any aggrieved
party under the procedure set forth under the adjudi-
catory and appeals processes of the Synod, and such
opinion shall not be binding until all such appeal
processes have been concluded.

6. Board of Directors

WHEREAS, Task Force II has recommended enlarging and
reconstituting the Board of Directors, and to include on the
Board of Directors, as voting members, the chairman or a
representative of each of the three operating boards; and

WHEREAS, A 24-member board would not only be more
unwieldy and more difficult to assemble, but would add to the
administrative costs of the Synod considerable expense; and

WHEREAS, To include the elected chairman or member of the
operating boards as members of the Board of Directors will not
only result in a conflict of interest and effectively double the
amount of time required of those persons but will permit their
participation in the overview and supervision of their respec-
tive boards, decisions, and activities, prohibited by a long-
standing policy of the Synod, generally enunciated in Section
2.13 of the Bylaws “Prohibition of Conflict of Interest,”
(Handbook, p. 49); and

WHEREAS, The Board of Directors has for its assigned
responsibilities the general management and supervision of
the Synod’s business and legal affairs, which exposes it toa
greater degree of liability than that of the operating boards and
other boards and commissions of the Synod and requires
thereby a higher degree of expertise in management, fiscal and
budgetary operations, oversight and supervision—any enlarge-
ment of the board can only result in a reduction of that personal
commitment inherent in a smaller board; and