LCMS Convention Workbook St. Louis, Missouri — 2010, Page 276

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276

OPINIONS OF COMMISSION ON CONSTITUTIONAL MATTERS

(The secretary was instructed by the commission to send early
copies of Opinion 09-2564 to the President of the Synod, the chairmen of the Board of Directors and the Board for Communication
Services, the member of the Synod who submitted the questions, and
legal counsel of the Synod.)
Notes
1. “The Board of Directors serves the Synod as its legal representative and as custodian of all property of the Synod, and upon it is
incumbent the general management and supervision of the business
affairs of the Synod, except to the extent that management authority and duties have been delegated by the Articles of Incorporation,
Constitution, Bylaws, or resolutions of a convention of the Synod
to other officers and agencies of the Synod or to separate corporate
or trust entities. Each other board of directors, board of regents, and
board of trustees also serves the Synod with respect to the property of
the Synod, to the extent of its jurisdiction, as provided or authorized
in these Bylaws. Upon each such board of the Synod is incumbent
the general management and supervision of the business affairs of
the Synod to the extent of its jurisdiction. Any issues relative to the
applicability of the laws of the State of Missouri shall be resolved
in accord with the provisions in the Constitution and Bylaws of the
Synod.” (Bylaw 1.4.4)
2. “The Board of Directors shall provide for the review and coordination of the policies and directives of the Synod authorized by
the Constitution, Bylaws, and resolutions of the Synod, evaluating
plans and policies and communicating to the appropriate boards and
commissions suggestions for improvement, and, in the case of program boards and commissions, require changes for compliance with
Board of Directors’ policies within the sphere of its responsibility.”
(Bylaw 3.3.5.3)
3. “(a) [The Board of Directors] shall have the right to request
review of any action or policy of a program board, commission, or
council which primarily relates to business, property, and/or legal
matters and, after consultation with the agency involved and when
deemed necessary, require modification or revocation thereof, except opinions of the Commission on Constitutional Matters.” (Bylaw
3.3.5.5 [a] [2])
Adopted February 26–28, 2010
Interpretation of “Another Capacity”
in Bylaw 3.8.3.8.7 (b) (09-2565)
In a letter dated September 14, 2009, a member of the Synod
who was terminated from her position pursuant to Bylaw 3.8.3.8.7
(reduction in force) asked the commission whether Bylaw 3.8.3.8.7
(b) requires that such a terminated faculty member must be offered
another position for which that terminated faculty member has credentials and qualifications, whether that position is part-time, fulltime, or considered to be an adjunct position.
Question:
Does Bylaw 3.8.3.8.7 (b) refer to any position, or only a
full-time position? Does it apply to part-time or adjunct
positions?”
Opinion: Bylaw 3.8.3.8.7 (b) states: “The opportunity to serve the
college or university in another capacity for which the terminated
faculty member has credentials and qualifications shall be offered
the terminated faculty member if such a vacancy exists at the time
of termination or becomes available within two academic years.”
In response to a question regarding reductions in force (RIF) on
February 18, 1998 (Ag. 2093), the commission stated: “Neither Bylaw
6.44 c, or 6.44 e [2007 Bylaw 3.8.3.8.7 (b) and (d)] are violated if
full-time faculty positions are terminated under a RIF policy and then
replaced with part-time adjunct faculty in the same academic field.”

In that same opinion, the commission also stated: “Bylaws 6.44 c and
6.44 e [2007 Bylaw 3.8.3.8.7 (b) and (d)] are violated if, under the
circumstances described, former full-time faculty members are not
offered the opportunity to teach as many of the new part-time adjunct
courses available for which former faculty members are qualified and
eligible to teach.”
The answer to the question therefore is “yes” under the circumstances presented. Whether the position is considered part-time, fulltime, or adjunct, the position must be offered to the terminated faculty
member so long as the terminated faculty member is qualified for the
position and the position has become available within two years from
the time of that faculty member’s termination.
Adopted January 23–24, 2010
Interpretation of Constitution Article XIV re Proposing
Amendments (09-2566)
In a September 24, 2009, e-mailed letter, the chairman of the Blue
Ribbon Task Force on Synod Structure and Governance, speaking
on behalf of the task force, requested an interpretation of the words
“each proposed change shall be voted on separately” in paragraph 2
of Article XIV of the Constitution of the Synod.
Question: Since the task force has several constitutional changes
which it will be presenting to the 2010 convention, and
some of those related, does each change, no matter how
small, have to be presented and voted on separately?
Opinion: Amendments to the Constitution are governed by Article
XIV, paragraphs 2 and 3:
2. All proposed changes and amendments must be submitted in
writing to the Synod assembled in convention, and each proposed change shall be voted on separately. A two-thirds majority
of all votes cast shall be necessary for adoption.
3. After adoption by the convention, such amendments shall be
submitted to the congregations of the Synod by means of three
announcements in the official periodical within three months
after the close of the convention.
In researching past opinions of the Commission on Constitutional
Matters, the commission noted that the issue raised by this question
has never been previously considered. Prior to 1917, the Constitution
of the Synod allowed amendments without reference to the phrase
under consideration. Therefore, the commission has looked at the
practice of the Synod since 1917, such practice reflecting the sense
and intent of the Synod since that time.
As recently as the 2004 convention, the Synod considered and
acted on two constitutional amendments. Resolution 7-21 sought to
amend a single article of the Constitution, Article XI F 2. The second,
Resolution 5-04A, sought to add directors of family life ministry to
the list of those eligible for membership in the Synod. In doing so, the
resolution called for amendments in Articles V, VI, and XII.
In view of the foregoing, the commission finds that the phrase
“each proposed change shall be voted on separately” may be properly
interpreted in at least two ways. First, all changes to a single article
can be submitted as a single change. Because, by reason of the structure of the Constitution, each article intentionally deals with a single
subject, all amendments to a single article may always be considered
a single change.
Second, as with 2004 Res. 5-04A, changes in multiple articles
reflecting a single thematic change may also be considered a single
change.
Adopted Oct. 31–Nov. 1, 2009

2010 Convention Workbook

2010 Convention.indb 276

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