LCMS Convention Proceedings St. Louis, Missouri — 2007, Page 177

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LATE REPORT
tures to a convention that seek to overrule an opinion of the commission shall support the proposed
action with substantive rationale from the Constitution, Bylaws, and resolutions of the Synod. All
such overtures shall be considered by the floor committee to which they have been assigned and shall
be included in a specific report to the convention
with recommendations for appropriate action.
(d) When an opinions pertains primarily to business,
legal, finance, civil rights, contracts, or property
matters, and the Board of Directors of the Synod
concludes that such opinion of the commission is
contrary to the laws of the State of Missouri, the
board and the commission, or their respective representatives, shall meet jointly to discuss the
issue(s) and seek resolution thereof first consult
with the Board of Directors of the Synod and/or the
Synod’s legal counsel. If agreement cannot be
reached on whether the matter is governed by the
laws of the State of Missouri, that question shall be
presented to a five-member panel consisting of
three hearing facilitators (Bylaw 1.10.12) chosen by
blind draw by the Executive Director of Internal
Audit of the Synod from the pool of hearing facilitators; one person appointed by the Commission on
Constitutional Matters; and one person appointed
by the Board of Directors. At least one of the hearing facilitators shall be an attorney, and the appointees of the commission and board shall not be
members of the groups that appointed them. The
decision of the panel in support of the position of
the Commission on Constitutional Matters or the
Board of Directors shall be binding on the issue(s)
unless and until it is overruled by a convention of
the Synod.

Appendix A

To Amend Synodical Articles
of Incorporation and Bylaws
Regarding Officer and Board
Responsibilities
RESOLUTION 7-02A
Report LR1-8 (TB, pp. 21–27); Overtures 7-06, 7-27,
7-80–84, 7-112–117 (CW, pp. 250–251, 260, 277–278,
287–289); L7-122 (TB, p. 37); L7-123 (TB, pp.
239–240)
WHEREAS, The Board of Directors and the Synod’s legal
counsel recognize that the Articles of Incorporation, Constitution, and Bylaws of the Synod require amendments to
clarify the roles of the officers, including the Board of Directors, and other boards and to reflect other changes since
they were last amended in 1998; and
Whereas, President Kieschnick in his Special Report to
the Convention (LR 1-8, TB, pp. 21–27) reported, “In accord with the Constitution of The Lutheran Church—Missouri Synod it is my duty as President to report to the
Synod that the Board of Directors of the LCMS (BOD/
Board) has taken actions that ‘may be in violation of the
Constitution, Bylaws, and resolutions of the Synod’ (Bylaw
3.101 B 5)”; and

177

WHEREAS, The Board of Directors has repeatedly indicated its desire to restore peace and harmony in the Synod;
and
WHEREAS, If some of the following changes to the Articles of Incorporation and Bylaws had been in place, the impasse between the Board of Directors and the bylaws that
refer to the binding nature of the opinions of the Commission on Constitutional Matters [Bylaws 3.905 d and 3.183 D
2] would not have occurred; therefore be it
Resolved, That the Articles of Incorporation be amended
to read as follows:
PRESENT/PROPOSED WORDING
Article III Membership
Membership in the corporation is held and may be acquired
by congregations, ministers of religion—ordained, and ministers of religion—commissioned, as defined by the Constitution
and Bylaws, such as teachers, directors of Christian education, directors of Christian outreach, directors of parish music,
deaconesses, parish assistants, and certified lay ministers of
the Evangelical Lutheran Church who confess and accept the
confessional basis of Article II of the Constitution of The
Lutheran Church—Missouri Synod. The member congregations of The Lutheran Church—Missouri Synod shall be the
voting members of the corporation. Congregations shall exercise their voting power through clergy and lay delegates distributed among the member congregations in such number as
may be determined from time to time by the Bylaws of The
Lutheran Church—Missouri Synod.
Article V Officers
The corporation shall have a Board of Directors of such number and qualifications and who shall be elected in such manner and for such terms of office as shall be set forth in the
Constitution or Bylaws of The Lutheran Church—Missouri
Synod. In addition, the corporation shall have other officers
having such qualifications and who shall be elected or appointed in such manner and for such terms of office as provided for in the Constitution or Bylaws of The Lutheran
Church—Missouri Synod.
The management authority and duties of the Board of Directors of the Synod shall be limited to the extent such authority
and duties are delegated by the Constitution and Bylaws of
The Lutheran Church—Missouri Synod to other officers and
agencies of the Synod. The management authority and duties
of the Board of Directors and such other officers and agencies
shall be defined in the Constitution and Bylaws, and each of
them shall be responsible to the Synod for the proper and prudent fulfillment of the authority and duties so delegated to
them. In the case of any conflict or uncertainty in determining
the authority and duties of the Board of Directors and such
other officers and agencies, the opinions of the Commission on
Constitutional Matters interpreting the Constitution and Bylaws of The Lutheran Church—Missouri Synod shall be binding, unless and until overruled by a synodical convention,

and be it further
Resolved, That Bylaw 1.07 c, regarding the Board of Directors be amended to read as follows:
PRESENT/PROPOSED WORDING
c. 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 management authority and duties have been delegated
by the Articles of Incorporation, Constitution, Bylaws, or

2007 Convention Proceedings