LCMS Convention Workbook St. Louis, Missouri — 2007, Page 258

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258 SYNOD STRUCTURE AND GOVERANCE

Resolved, That the Synod convention of 2007 considers the
matter officially closed in order to promote peace and harmony
throughout the Synod as it moves forward in its mission and min-
istry.

Grace
Elyria, OH

8-02

To Rescind 2004 Resolution 7-21

WHEREAS, The 2004 LCMS convention passed Res. 7-21, “To
Amend Constitution Regarding Officer and Board Responsibili-
ties.” This resolution sought to amend Article XI F 2 of the Con-
stitution. The intent of this proposed amendment was to limit the
authority of the Synod’s Board of Directors, especially as it con-
cerned the Board of Directors’ resolutions to declare “of no effect”
certain opinions of the Commission on Constitutional Matters
(CCM). Those Board of Director resolutions in their entirety can
be found on pages 24-25 of Today’s Business, 2004. Among other
things, the Board of Directors claimed that “the CCM had exceeded
its authority and acted contrary to the Constitution, Bylaws, and
resolutions of the Synod...”; and

WHEREAS, The original words were,

2. The Board of Directors is the legal representative of the Synod. It
is the custodian of all the property of the Synod, directly or by its dele-
gation of such authority to an agency of the Synod. It shall exercise su-
pervision over all the property and business affairs of the Synod except
in these areas where it has delegated such authority to an agency of the
Synod or where the voting members of the Synod through the adoption
of Bylaws or by other convention action have assigned specific areas
of responsibility to separate corporate or trust entities, and as to those
the Board of Directors shall have general oversight responsibility as set
forth in the Bylaws.

The newly proposed words were,

2. The Board of Directors is the legal representative of the Synod. It
is the custodian of all the property of the Synod, directly or by its dele-
gation of such authority to an agency of the Synod. It shall exercise su-
pervision over all the property and business affairs of the Synod except
to the extent management authority and duties have been delegated
by the Constitution, Bylaws, or resolutions of the Synod to other of-
ficers and agencies of the Synod or where the voting members of the
Synod through the adoption of Bylaws or by other convention action
have assigned specific areas of responsibility to separate corporate or
trust entities, and as to those the Board of Directors shall have general
oversight responsibility as set forth in the Bylaws [bold is proposed
change];

and

WHEREAS, Art. XIV of the LCMS Constitution requires all con-
stitutional amendments adopted by conventions of the Synod to be
ratified by a two-thirds majority of the ballots returned. Following
the 2004 convention, this amendment failed to receive the required
two-thirds majority of the votes cast by congregations, with 1,801
affirming the amendment and 1,654 not affirming. According to
the Constitution, Art. XI F 2 will continue to read as it did prior to
the convention action; and

WHEREAS, CCM Opinion 04-2409 (Oct. 6-8, 2004) states, “It
is the opinion of the Commission on Constitutional Matters that the
proposed amendment to Art. XI F 2 states more clearly what the
existing language already means. Any amendment to the Bylaws
which is consistent with the former Art. XI F 2 would similarly be
consistent with proposed Art. XI F 2. As such, the answer to the
question presented is that if the proposed Constitutional Amend-
ment A entitled “To Amend Constitution Regarding Officer and
Board Responsibilities’ as set forth in Resolution 7-21 of the 2004
convention of the Synod:is not passed by a two-thirds majority
vote, it would not affect the implementation or validity of any other
resolutions or changes to the bylaws passed at the 2004 conven-
tion.” This means that even though amendment A failed to garner
the 2/3 vote needed from congregations to ratify (so that the Con-
stitution will not be amended), the CCM is interpreting the ap-
proval of 7-21 at the 2004 Synod convention to be an approval of
their previous opinion that “the authority of the Board of Directors
was limited by the existing language in circumstances where the

Synod has delegated authority or duties to another officer or agency
of the Synod” (Pt. 2 of CCM Opinion 04-2409). In other words,
the CCM had determined that the intent of 2004 Res. 7-21 is still
valid, because the change is not really a change but only a clarifi-
cation of what the CCM had said already in CCM Opinion 03-
2358; therefore be it

Resolved, That The Lutheran Church—Missouri Synod, gath-
ered in convention, rescind the 2004 LCMS convention Res. 7-21,
“To Amend Constitution Regarding Officer and Board Responsi-
bilities.”

Trinity, Herrin, IL; Greater Egypt Circuit Forum 11,
Southern IIlinois District

8-03

To Clarify Constitution Art. XI F 2
re Board of Directors Delegation of Authority

WHEREAS, The 2004 LCMS convention passed Res. 7-21, “To
Amend Constitution Regarding Officer and Board Responsibili-
ties.” This resolution sought to amend Art. XI F 2 of the Constitu-
tion; and

WHEREAS, The original words were, “2. The Board of Directors
is the legal representative of the Synod. It is the custodian of all the
property of the Synod, directly or by its delegation of such author-
ity to an agency of the Synod. It shall exercise supervision over all
the property and business affairs of the Synod except in those areas
where it has delegated such authority to an agency of the Synod or
where the voting members of the Synod through the adoption of
Bylaws or by other convention action have assigned specific areas
of responsibility to separate corporate or trust entities, and as to
those the Board of Directors shall have general oversight responsi-
bility as set forth in the Bylaws.”

The newly proposed words were, “2. The Board of Directors is
the legal representative of the Synod. It is the custodian of all the
property of the Synod, directly or by its delegation of such author-
ity to an agency of the Synod. It shall exercise supervision over all
the property and business affairs of the Synod except to the extent
management authority and duties have been delegated by the Con-
stitution, Bylaws, or resolutions of the Synod to other officers and
agencies of the Synod or where the voting members of the Synod
through the adoption of Bylaws or by other convention action have
assigned specific areas of responsibility to separate corporate or
trust entities, and as to those the Board of Directors shall have gen-
eral oversight responsibility as set forth in the Bylaws”; and

WHEREAS, Art. XIV of the LCMS Constitution requires all con-
stitutional amendments adopted by conventions of the Synod to be
ratified by a two-thirds majority of the ballots returned. Following
the 2004 convention, this amendment failed to receive the required
two-thirds majority of the votes cast by congregations, with 1,801
affirming the amendment and 1,654 not affirming. According to
the Constitution, Article XI F 2 will continue to read as it did prior
to the convention action; therefore be it

Resolved, That the 2006 Southern Illinois District convention
memorialize the 2007 LCMS convention to clarify the phrase “in
those areas where it has delegated such authority to an agency of
the Synod” (LCMS Constitution Article XI F 2).

Southern Illinois District

8-04

To Petition State of Missouri Legislature
re Non-Profit Laws

WHEREAS, The Lutheran Church—Missouri Synod has incor-
porated in the state of Missouri as a non-profit corporation; and

WHEREAS, There has arisen a disagreement within the Synod re-
garding how much the Synod’s Board of Directors should follow
the “free exercise” clause of the First Amendment or the specific