LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — June 10-11, 2002, Page 7

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39. Questions re Board Procedure (02-2268)
A pastor member of a board of regents of a synodical university, in a letter dated May 6, 2002, questioned
the propriety of a recent election by his board. He described the election process, including a number of
parliamentary concerns with the process, and asked whether the election that took place was legitimate.
Question:

“Insofar as 3.69 (b), on page 43 of the 2001 Handbook, is very specific when it states that the
Boards shall conduct business in accordance with accepted parliamentary procedures. And
since Roberts Rules of Order leaves no room for exception when it states ‘the president
[chairman in the case of our board] cannot appoint any committees except those authorized
by the by-laws or by a vote of the assembly. The Board of Regents did not authorize an
election to be held at the April 12, 2002 meeting. No election was announced in any of the
previous meetings. I therefore ask: Is the election legitimate?”

Opinion: The functions of the Commission on Constitutional Matters are set forth in Bylaw 3.905. Its
responsibility includes the interpretation of the Synod’s Constitution, Bylaws and resolutions upon
written request of a member. Each of the colleges and universities of the Synod are agencies of the Synod
as defined by Bylaw 3.51 a. Each such college and university is governed, subject to general policy set by
the Synod, by a Board of Regents as directed by Bylaw 6.01. The Board of Regents must conduct its
business in accordance with accepted parliamentary procedures, whether contained in rules adopted by
that agency within its own bylaws or other governing documents, or consistent with other accepted
parliamentary procedure. The Commission does not have copies of the Bylaws, rules of order, standing
rules, or other organizational documents of the Board of Regents in question, and its authority is also
limited under Bylaw 3.905. The Commission is unable to answer further the question posed.
40. Questions re Interim Directors of Synodwide Corporate Entities (02-2269)
A pastor of the Synod, in a letter dated May 13, 2002, asked two questions of the Commission in light of
its recent opinion 02-2237 regarding the appointment of interim directors.
Question 1:

“When a program board, commission or governing board of a synodwide corporate entity
appoints an interim executive director or chief executive officer, is it appropriate for that
individual to send correspondence to the members of the Synod with his signature under a
title which would indicate that he is the permanent executive of that corporate entity?”

Opinion: The Commission has been given the responsibility, according to Bylaw 3.905 d, to interpret the
Constitution, Bylaws, and resolutions of the Synod. The question that has been asked is outside that
responsibility. The Commission suggests that this is a question that is best directed to the governing board
of the executive officer in question.
Question 2:

“If the interim executive of a corporate entity has not been approved by the President of
Synod, when a list is prepared for the permanent position, shall the President of the Synod
approve such a list before a call can be extended to that interim executive?

Opinion: Bylaw 3.69 e clearly states that 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.” This requirement
pertains to the entire list of candidates. See again opinion 02-2237.

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