LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — April 15-17, 2002, Page 2

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stated: “In practice, the President approves a slate of candidates.” Resolution 8-02B, which approved the
amendment, included the same comment: “In practice, the President 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 corporate entity shall be selected by its
governing board in consultation 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 corporate 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 counterpart in the previous Bylaws. Both
the Blue Ribbon Committee Report and Resolution 8-02B make the very same comment relative 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 candidates for the interim position of an executive
officer. Accordingly, 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: “If 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 period of time, does the slate
of candidates for such an interim position require the mutual concurrence of the governing
board and the President of the Synod?”
Opinion: An interim executive officer is one who provides leadership 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 serving for an indeterminate period of time. In such a
situation, the individual 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
President of the Synod. To hold otherwise would be contrary to the intention 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 Bylaws of the Synod for a board,
commission, or synodwide corporate entity to select an executive officer to serve for an indeterminate
period of time without consultation with and the mutual concurrence 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 Commission on Structure for its consideration and possible modification of the Bylaws
to further address this concern.

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