LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — June 23, 2003, Page 4

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Synod’s Board of Directors appoints no person to the Board of Directors of Concordia University System
(Bylaws 3.405 and 3.407). The Synod’s Board of Directors appoints Members to the corporate entity of
the Lutheran Church Extension Fund—Missouri Synod but no person to its Board of Directors (Bylaw
3.501 a, c). The Synod’s Board of Directors appoints one group of Members to the entity of The Lutheran
Church—Missouri Synod Foundation but does not appoint persons to the Board of Trustees of The
Lutheran Church—Missouri Synod Foundation (Bylaw 3.603).
Bylaw 3.63 a addresses the filling of vacancies on synodically elected boards, which would include those
members of the governing boards of the synodwide corporate entities who are elected by the Synod in
convention. This bylaw provides that the Synod’s Board of Directors selects the individual to fill such
vacancy. However, the slate of candidates from which the Board of Directors selects the individual is
prepared by parties other than the Board of Directors of the Synod.
165. Board of Directors Appointments to Other Entities of the Synod (03-2342)
In an e-mailed letter received February 28, 2003, a parish pastor of the Synod questioned the right of the
Board of Directors to appoint its own members to certain positions in the Synod and inquires regarding
the status of any inappropriate appointments that may have been made.
Question 1:

Were the self-appointments that the synodical Board of Directors made for themselves to
the Concordia University System and Lutheran Church Extension Fund—Missouri Synod
(and others) appropriate, especially seeing how the Concordia University System Board
and the Lutheran Church Extension Fund—Missouri Synod report directly/indirectly to the
Board of Directors of the Synod?

Opinion: Any appointment, including “self-appointments,” made by the Synod’s Board of Directors that
complies with the Bylaws is appropriate. Any appointment is inappropriate if it reflects non-compliance.
Opinion 03-2340 serves as an answer to this question.
Question 2:

Should all preceding appointments and subsequent appointments and elections held
thereafter and even decisions rendered from such respective entities as a result of their
various appointments be considered null and void?

Opinion: Any appointment or election may be declared null and void if the appointment or election was
not in compliance with the Synod’s Constitution and Bylaws. The Constitution and Bylaws are silent
concerning the validity of a decision in such case.
Question 3:

If the Board of Directors of the Synod acted improperly in appointing its own members,
does the President of the Synod have the authority to nullify the action of the Board of
Directors of the Synod in appointing its own members to the synodwide corporate entities?

Opinion: The President of the Synod has the constitutional duty to see to it that all officers of the Synod
“act in accordance with the Synod’s Constitution, to admonish all who in any way depart from it, and, if
such admonition is not heeded, to report such cases to the Synod” (Art. XI B 2). And according to Article
XI B 3, “The President has and always shall have the power to advise, admonish and reprove.”
According to Bylaw 3.101 B 1 and 5, the President shall “oversee the activities of all agencies of the
Synod to see to it that they are in accordance with the Constitution, Bylaws, and resolutions of the Synod”
and “shall call up for review any action by an individual officer, executive, or agency which, in his view,
may be in violation of the Constitution, Bylaws, and resolutions of the Synod and, if he deems
appropriate, request that such action be altered or reversed. If the matter cannot be resolved, the President
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