LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 2, 2004, Page 2

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documents of the LCMS. The language of Resolution 5-02 as proposed provided, “ The newly elected
members of the Board for University Education and of the Board for Pastoral Education shall assume
office and responsibility as the constituted board for the respective entities upon election in order to
provide an orderly transition from the old governance structure to the new.” That sentence was deleted by
floor amendment. The language of Opinion 04-2408 was used to reflect that amendment, while
recognizing that at least one member of the former BHE continued in office (because his term on the old
BHE ended in 2007, and he served on the University Education subcommittee of the BHE).
Instead of the BUE beginning to function immediately after the convention, as originally contemplated in
the resolution, it now came into existence on September 1. Thus what does it mean to be "fully
constituted?" The resolution originally contemplated that the board would be constituted and begin to
function without the appointment or election of the remaining members, who were to be chosen or elected
other than by the convention. Because of the floor amendment, the issue has arisen as to when and how
the BUE is constituted. The new BUE is set up or established by meeting the following bylaw/resolution
(legal) requirements:
1. A governing Board for University Education was established by the convention (Res. 5-02A).
2. Six of the nine voting board members have been elected/designated (Res. 5-02A).
3. The elected/designated board members assumed office September 1st, after which they may
convene:
3.65 Induction
a. All those elected at the convention or appointed by the President or Board of
Directors of The Lutheran Church—Missouri Synod shall be inducted into office on a
date on or subsequent to Sept. 1 following the convention.
b. The initial meeting of boards and commissions shall ordinarily be held in
association with the induction and shall begin with a combined orientation program
conducted under the direction of the President.
4. At the convening meeting, the board organizes:
3.69 General Regulations
b. Every agency shall organize itself as to officers and subcommittees at its initial
meeting after election or appointment and shall conduct its business in accordance
with accepted parliamentary procedures. (emphasis added)
The above is what fully constitutes the BUE even if there are vacancies (three voting members to be
appointed by the CUS Council of Members) at the outset. Boards can have "legal" meetings even though
there may be absences or vacancies as long as a "majority" is "present" and voting. The Bylaws are silent
concerning any requirement for 100% participation at the initial meeting.
The issues presented in these questions were also reviewed by the Synod’s legal counsel, who opined in
part:
The seven persons who assume office on September 1 will constitute a valid and acting
board of directors of CUS and BUE on that date. Further, because they are a majority of this
board, they meet the quorum requirements necessary for meetings. The CUS bylaws state
that “a majority of the directors” of CUS constitute a quorum, without stating whether it is a
quorum of the total number of directors then in office or of the total number of directors that

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