LCMS Convention Workbook St. Louis, Missouri — 2023, Page 181

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OFFICER, BOARD, AND COMMISSION REPORTS

181

may do so. The Secretary of the Synod, on behalf of the Personnel
Committee of the Board of Directors, therefore poses the following
questions to the CCM:

was appointing someone to fill a vacant elected or appointed position. In that instance the position did not belong to the Board of
Directors per se, as in the current situation.

Question 1:

Question 3:

Is it allowable (considering especially but not only
Bylaw 1.5.1.1) for the Board of Directors to designate (a) an officer, (b) an executive, or (c) another
staff member of corporate Synod or of another
agency of Synod to serve as its representative?

Opinion: Yes, the position belongs to the Board of Directors, and
the individual so designated as representative is not a member of
the respective board but a representative of the Board of Directors,
which possesses the position. Bylaw 1.5.1.1 reads:

Opinion: Yes; Bylaws 1.5.1.1 and 1.5.1.2 do not apply in regard to
this designation. See above answers.
Question 4:

Unless otherwise specified or permitted by the Bylaws,
chief executives and executive directors, faculty, staff, and all
other employees on either the national or district level shall
not be members of the board of the agency under which they
serve, nor shall any such executives or staff be members of
the board of any other agency of the Synod.
Bylaw 1.5.1.1 addresses eligibility to serve as an elected or appointed member of a board or commission. CCM Op. 16-2805
deals at length with the distinction between the terms elected, appointed, and designated, as they are used in the Bylaws. It indicates
that designated is not equivalent to appointed. The terms elected
and appointed indicate that the individual so elected or appointed
is the one holding the position for a given term. In the case of an
individual who is designated as the representative of another, the
position belongs to the one who is doing the designating, not to the
individual so designated. This also reflects the earlier CCM Op.
12-2662, which specifically stated that being a representative of the
President of the Synod (Bylaw 3.3.1.3 [d]) is not to be considered
the same as holding an appointed position. Rather, 3.3.1.3 (d) references the manner in which the President of the Synod, to whom the
position belongs, is represented at these various meetings.
2019 Res. 9-09 draws a parallel to Bylaw 3.3.1.3 (d), which gives
authority to the President of the Synod to attend, personally or by
way of a representative, the meetings of all commissions (except
the CCM) and the boards of all synodwide corporate entities, including executive sessions, and establishes a similar process that
provides the ability of the Board of Directors to designate a representative to attend the board meetings of the LCMS Foundation, the Lutheran Church Extension Fund, Concordia Publishing
House, and the Board of Trustees—Concordia Plans (Board of Directors—Concordia Plan Services) (Bylaw 3.3.4.6 [d]). In the case
of Bylaw 3.3.4.6 (d), the position belongs to the Board of Directors,
which, as a whole, is an officer of the Synod (Const. Art. X A 4)
and is authorized to designate someone to attend those meetings
on its behalf.
Question 2:

Is it allowable (considering especially but not only
Bylaw 1.5.1.2 and the precedent of CCM Op. 032340 and 12-2662) for the Board of Directors to
designate one of its own members to serve as its
representative?

Opinion: It is allowable, since the individual in question is not an
appointed or elected member of that board to which he or she is
designated as a representative. That individual is simply representing the Board of Directors, which possesses the position.
CCM Op. 03-2340, which answered what may appear to be a similar question in the negative, does not apply to this situation because
that opinion was referencing a case in which the Board of Directors

Is it allowable for the Board of Directors to designate any suitably qualified member of a member
congregation of the Synod, other than the above, to
serve as its representative? To what extent do Bylaws 1.5.1.1 and 1.5.1.2 apply to such persons?

Is it allowable within the meaning of “the representative designated” for the Board of Directors to designate, with regard to a single board position, more
than one individual, with the intention of them serving on an as-available or rotating basis, or does the
sense of the bylaw require designation of no more
than one individual to a given position at any given
time?

Opinion: It is allowable. While appointed and/or elected membership to a board is for a specified term, this is not the case for an
individual who has been designated as the representative of the one
who possesses the position. The one possessing the position has the
freedom to change its representative as is seen fit.
(Note: This opinion on designated representatives of the Board of
Directors does not apply to Bylaw 3.6.6.3, which specifically states
that the Board of Directors appoints up to two individuals to the
Concordia University System Board of Directors.)

Nomination Ballot and Voter Registration
Processes for Synod Conventions (20-2930)
Minutes of April 24, 2020
The Office of the Secretary, for a variety of reasons, hopes to replace, beginning with the 2022 convention cycle, the present paper form and ballot processes for the registration of presidential
voters and for the nomination of the President and vice-presidents
of the Synod with electronic processes. It intends to replace the
former using an in-house system and the latter using a reliable,
impartial election contractor. The change would be in pursuit of
the following chief aims:
•

Online-interactive entry of data by congregational officers
will allow errors to be detected and corrected at time of registration/nomination, as opposed to a delayed and expensive
process afterward. E.g., emails of registrants can be confirmed almost immediately by the system, and users can select precisely which ordained ministers from the roster they
mean to nominate, definitively identifying them by their
own selection, rather than relying on a later ballot counter
to correct misspellings and incorrect or outdated locations.

•

Elimination of postal transit and data entry time will improve tabulation time, the window for which is now reduced
in the case of the presidential election by two weeks due to
the election opening six, instead of four, weeks before the
convention.

•

Elimination of postal transit and data entry time will allow
timely and accurate reminders to congregations that have
not yet registered or cast nominating ballots. This is particularly important as districts are now asked to encourage
registration and need to be informed of registration status in
2023 Convention Workbook