LCMS Convention Workbook St. Louis, Missouri — 2004, Page 322

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322, OPINIONS OF COMMISSION ON CONSTITUTIONAL MATTERS

Opinion: The question uses the term interim executive director
or chief executive officer. The Bylaws do not use the term interim
but speak only of the initial appointment of the executive officer
(Bylaws 3.69 e and 3.193) and executive director or chief executive
officer (3.101 C 4).

Prior to the 1998 convention of the Synod, Bylaw 3.69 e pro-
vided that “the executive officer of each entity must also be ap-
proved by the President of the Synod.” As recommended by the
Blue Ribbon Committee, this bylaw was amended to its present
wording: “The slate of candidates for the initial appointment of the
executive officer of a board, commission, or Synodwide corporate
entity shall be selected by the board or commission in consultation
and mutual concurrence with the President of the Synod.” In com-
menting on the proposed change the Blue Ribbon Committee Re-
port to the convention stated: “In practice, the President approves a
slate of candidates.” Resolution 8-02B, which approved the
amendment, included the same comment: “In practice, the Presi-
dent approves a slate of candidates.”

Bylaw 3.183, which relates to Synodwide corporate entities,
was likewise amended by Resolution 8-02B. Its former wording,
“The election of the chief operating or executive officer shall have
the approval of the President of the Synod, in accordance with
Bylaw 3.69 e,” was amended to read, “The slate of candidates for
the initial appointment of the executive officer of a Synodwide cor-
porate entity shall be selected by its governing board in consulta-
tion and mutual concurrence with the President of the Synod”
(Bylaw 3.193).

Present Bylaw 3.101 C 4 provides that the President of the
Synod shall “engage in consultation with each program board,
commission, and the governing board of each Synodwide corpo-
rate entity to reach mutual concurrence on the slate of candidates
for the position of executive director or chief executive officer.”
This bylaw was also created by Resolution 8-02B and had no coun-
terpart in the previous Bylaws. Both the Blue Ribbon Committee
Report and Resolution 8-02B make the very same comment rela-
tive to the creation of this bylaw: “In practice, the President now
approves a slate of candidates. See Bylaw 3.69 e.”

Thus it is clear that Resolution 8-02B codified that which had
become the practice under the previous Bylaws. Therefore, if prior
to the 1998 convention of the Synod the President did not approve
the slate of candidates for the interim executive officer of a board
or commission, the amendments adopted by Resolution 8-02B did
not change that practice. This Commission is advised that prior to
the 1998 convention the President did not approve the slate of can-
didates for the interim position of an executive officer. Accord-
ingly, such approval is not required under the present Bylaws.
However, as provided in Article XI B 3 of the Constitution, the
President has and always shall have the power to advise, admonish,
and reprove.

Question 2: “lf a program board, commission or governing
board of a Synodwide corporate entity determines, for any reason,
that a vacancy in the position of its permanent executive director or
chief executive officer should remain vacant for a significant pe-
riod of time, does the slate of candidates for such an interim posi-
tion require the mutual concurrence of the governing board and the
President of the Synod?”

Opinion: An interim executive officer is one who provides lead-
ership during the interval necessary to accomplish the established
procedure to select a successor permanent executive officer. If the
selection process is not conducted in an expeditious manner or is
delayed because the governing board determines that other matters
require prior resolution, then it is not an interim executive officer
that is being appointed but rather an executive officer who is serv-
ing for an indeterminate period of time. In such a situation, the in-
dividual who is to serve during such indeterminate period of time
must be selected from a slate of candidates selected by the board or
commission in consultation and mutual concurrence with the Pres-
ident of the Synod. To hold otherwise would be contrary to the in-
tention of the Bylaws that the President of the Synod must approve
those individuals from whom a board or commission will choose its
permanent executive officer. Therefore, it is a violation of the By-
laws of the Synod for a board, commission, or Synodwide corpo-

2004 Convention Workbook

rate entity to select an executive officer to serve for an indetermi-
nate period of time without consultation with and the mutual con-
currence of the President of the Synod.

Since the Bylaws lack specific reference to the matter of interim
appointments, the Commission refers this matter to the Commis-
sion on Structure for its consideration and possible modification of
the Bylaws to further address this concern.

Adopted April 15-17, 2002

Questions re Duties of District Presidents related to
Bylaw 2.27.and Dispute Resolution (01-2239)

In a October 5, 2001 letter, a pastor of the Synod reminded the
Commission of its responsibility to “interpret the Synod’s Consti-
tution, Bylaws, and resolutions upon written request of a member”
(Bylaws 3.905 d) and requested an interpretation of the duties of a
District President relative to dispute resolution and a ruling regard-
ing the actions of the President of the Michigan District.

Questions: [Please provide] an interpretation of the duties of a
District President related to his responsibilities in Bylaw 2.27, and
also related to the purposes and objectives and procedures of the
synodical dispute resolution process. [Please also provide a ruling]
based on the misapplication, refusal to act, or disobedience of the
requirements of Michigan District President C. William Hoesman
related to Bylaw 2.27.

Response: You are correct that it is the responsibility of the
Commission on Constitutional Matters to interpret the Synod’s
Constitution, Bylaws, and resolutions. It is not the responsibility of
the Commission to make application of these documents to indi-
vidual cases since it does not have al] the facts to make such deter-
minations. The Commission will therefore limit its comments to
your first request for an interpretation of the duties of a District
President as provided by Bylaw 2.27.

The Constitution and Bylaws of the Synod provide two avenues
of action when disputes arise between members of the Synod. One
avenue is the dispute resolution process provided in Chapter VIII of
the Bylaws, which “is applicable whether the dispute involves only .
a difference of opinion without personal animosity or is one which
involves ill will and sin which requires repentance and forgiveness”
(Bylaw 8.01). The second avenue is the termination of member-
ship process provided by Bylaw 2.27, which applies when a written
complaint is made against a member of the Synod regarding “facts
which could lead to the expulsion of a member from the Synod
under Article XIII of the Constitution” (Bylaw 2.27 a).

Parties with concerns regarding other members of the Synod
should decide early on which avenue they wish or need to take. If
the goal is “to resolve, in a God-pleasing manner, disputes that in-
volve as parties, members of the Synod, the Synod itself, a District
or an organization owned and controlled by the Synod, persons in-
volved in excommunication or lay members of congregations of
the Synod holding positions with the Synod itself or with Districts
or other organizations owned and controlled by the Synod,” the dis-
pute resolution process provided by Chapter VIII of the Bylaws
“shall be the exclusive remedy to resolve such disputes” (Bylaw
8.01). In such case, efforts must be made to resolve the matter in-
formally before the formal process begins (Bylaw 8.05). If such in-
formal efforts are unsuccessful, the Secretary of the Synod or of
the District (see Bylaw 8.13 b and c) is contacted for the assign-
ment of a reconciler, in which case the process outlined in Chapter
VIII is followed to the conclusion of the matter.

If, on the other hand, a concern is of such nature that it could
lead to termination of membership in the Synod, then a written
complaint should be filed with the appropriate District President,
who is required to “investigate whether the allegations can be sub-
stantiated” (Bylaw 2.27 a 1) and to make a decision regarding ter-
mination of membership (Bylaw 2.27 b). This process requires that
the District President “follow the guidelines of Matt. 18:15-16 and
may appoint a small committee to assist in reconciliation efforts”
(Bylaw 2.27 a 2).

Oftentimes District Presidents become involved in dispute reso-
lution before either of the above avenues are taken, as part of their