LCMS Convention Workbook St. Louis, Missouri — 2007, Page 326

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326 OPINIONS OF COMMISSION ON CONSTITUTIONAL MATTERS

banded by the Board of Directors in August, 2005, was tasked with
Tesponsibility to adopt the human resources policies of the Synod.
To the extent that an applicable agency of the Synod (see Opinion
05-2426) had policies inconsistent with the human resources poli-
cies of the Synod, the human resources policies of the Synod would
take precedence. To the extent that an applicable agency of the
Synod has policies inconsistent with the human resources policies
of the Synod now managed by the Board of Directors, the human
resources policies of the Synod would take precedence.

Question 4: The Synod’s 2004 convention Res. 7-04A (2004 Pro-
ceedings, p. 153) referenced the fact that the Pro Tem
Commission on Structure had taken care to make no
substantive change in the Bylaws of the Synod while
reordering the content to make it user-friendly.

The 2001 Handbook in Bylaw 3.69 e states, “Every board,
commission, and synodwide corporate entity shall operate
under synodical human resources policies. Such policies may
recognize the unique character of the operations of each
board, commission, and synodwide corporate entity. Every
board, commission, and synodwide corporate entity may cre-
ate officer and executive staff positions and fill the same in
accordance with such policies” (emphasis added).
The 2004 Handbook in Bylaw 1.5.9 states, “Every agency of
the Synod shall operate under the human resources policies
of the Synod. Such policies may recognize the unique charac-
ter of the operations of each. (a) Every agency may create of-
ficer and executive staff positions and fill the same in accor-
dance with its policies” (emphasis added).
Since the underlined words above appear to be a significant
change from the 2001 Handbook to the 2004 Handbook
(which was to contain no substantive changes in its reorder-
ing), is not 2001 Bylaw 3.69 e, as underlined, still the bylaw
in force rather than that amended part of 2004 Handbook
Bylaw 1.5.9 (a)?
Opinion: As correctly pointed out, 2004 convention Res. 7-04A in-
tended to make no substantive change to the Bylaws of the Synod,
while reordering the content to make it user-friendly. The issues
and standards for these revisions are more fully discussed in Opin-
ion 05-2426, also issued today.

In 2004 Handbook Bylaw 1.5.9 (a), grammatically “its” must
refer back to “every agency” at the start of that subparagraph,
whereas in the 2001 Handbook Bylaw 3.69 e, the policies which
every agency was required to follow in the creation of officer and
executive staff positions, and the filling of the same, were clearly
the human resources policies of the Synod as opposed to policies of
each individual agency. Were an agency of the Synod able to avoid
the human resources policies of the Synod, this would in fact be a
significant change. However, since all agencies of the Synod must
follow the Synod’s human resources policies, any human resources
policies adopted by an individual agency by definition cannot vio-
late the Synod’s policies. 2004 Res. 7-04A therefore allows the
change, since it substantively preserves the requirements of the pre-
existing bylaws.

Question 5: Does the President of the Synod have any responsibil-
ity to see to it that the policies of the boards and com-
missions of the Synod are in harmony with the Consti-
tution, Bylaws, and resolutions of the Synod? Does the
President of the Synod have any responsibility to see
that such policies of boards and commissions are car-
ried out? If so, under which specific constitutional arti-
cle(s) and/or bylaw(s) are these responsibilities articu-
lated?

Opinion: The President of the Synod does have responsibility to
see to it that the policies of the boards and commissions of the
Synod are in harmony with the Constitution, Bylaws, and resolu-
tions of the Synod. Under Art. XI B of the Constitution, the Presi-
dent is tasked with supervision not only of the doctrine but also the
administration of all officers of the Synod and all such as are em-
ployed by the Synod. The article expressly directs that it is the
President’s duty to see to it that all the aforementioned act in accor-
dance with the Synod Constitution, to admonish all who in any way
depart from it, and, if such admonition is not heeded, to report such

2007 Convention Workbook

cases to the Synod. Subsection 4 further expressly directs the Pres-
ident to see to it that the resolutions of the Synod are carried out.

Bylaw 3.3.1 further details his responsibilities in these areas.
The initial directive of Bylaw 3.3.1.2 requires: “The President shall
oversee the activities of all officers, executives, and agencies of the
Synod to see to it that they are acting in accordance with the Con-
stitution, Bylaws, and resolutions of the Synod.”

Under Bylaw 1.2.1 (a), every board or commission created ei-
ther by the Synod itself or by the Board of Directors is an agency of
the Synod. The Synod has created a number of boards and com-
missions, tasking each with particular duties and responsibilities.
The Synod also provides direction to those boards and commis-
sions by adopting resolutions. Where such boards and commissions
adopt policies to carry out their delegated responsibilities under the
Constitution, Bylaws, and resolutions of the Synod, fulfillment of
the President’s duties under Art. XI B and Bylaw 3.3.1.2 requires
that he see to it that in adopting such policies they are acting in ac-
cordance with the Constitution, Bylaws, and resolutions of the
Synod. Allowing the adoption of policies inconsistent with the
Constitution, Bylaws, and resolutions of the Synod would be an ab-
dication of these responsibilities.

The second question is more difficult to answer. While some
policies derive from mandates or proscriptions contained in the
Constitution, Bylaws, and resolutions of the Synod, others do not.
To the extent that a policy is so derived, the President’s duties in-
clude the responsibility to see that the policies are followed.

In the context of the series of questions posed, the Commission
understands the issue to focus specifically on the President’s duty
to see to it that the agencies of the Synod follow the policies of the
Board for Human Resources. Since Bylaw 1.5.9 requires that every
applicable agency of the Synod operate under the human resources
policies of the Synod, and, during its existence, the Board for
Human Resources was the agency charged with the adoption of
those policies, the President’s duties did include the responsibility
to see that those policies were followed.

Question 6: Given the provisions of LCMS Bylaw 3.8.5.2.3 (c),
which lists the “Director of News and Information Ser-
vices” as “executive editor of the Synod’s official peri-
odicals” (underlining added), which staffing provisions
of Bylaws 1.4.6, 1.5.9, 3.11 and/or other bylaws, if
any, are applicable to the “executive editor of the
Synod’s official periodicals” and/or any other staff po-
sition which occupant is charged or authorized by the
Board for Communication Services with making sig-
nificant executive decisions regarding the Synod’s of-
ficial periodicals? Specifically:

(a) How does Bylaw 1.5.9 (e) (“In the event of a vacancy, the appro-
priate governing board and the President of the Synod shall act expedi-
tiously to fill the vacancy. The board shall present its list of candidates
to the President.”) apply to the vacant position of the Director of News
and Information Services, who also serves as executive editor of the
Synod’s official periodicals or to any other staff person making execu-
tive decisions?

(b) How does Bylaw 1.5.9 (f) (“The slate of candidates for the initial
appointment of the executive officer of an agency shall be selected by
the board or commission in consultation and mutual concurrence with
the President of the Synod.”) apply in filling the vacant position of the
Director of News and Information Services, who also serves as execu-
tive editor of the Synod’s official periodicals or to any other staff person
making executive decisions?

(c) How does Bylaw 1.5.9 (g) (“Any interim appointments of an ex-
ecutive officer shall be processed in a similar manner. Such appointee
must be approved by the President of the Synod, may not serve more
than 18 months without the concurrence of the President of the Synod,
and shail be ineligible to serve on a permanent basis without the concur-
rence of the President of the Synod.”’) apply to the interim appointment
of the Director of News and Information Services, who also serves as
executive editor of the Synod’s official periodicals or to any other staff
person making executive decisions?

Opinion: The provisions of Bylaw 1.5.9 (e), (f), and (g) do not

apply to the position of the Director of News and Information Ser-

vices. The language of former Bylaw 3.69 e, now contained in