LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — October 6−8, 2004, Page 3

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the Synod that criticizes the doctrine contained in a publication of another member of the Synod is the
kind of dispute for which the dispute resolution process has been established.
14. Effect of Congregational Vote on Implementation of 2004 Resolution 7-21 (04-2409)
A pastor of the Synod in a letter to the Secretary of the Synod dated August 17, 2004, asked regarding the
consequences if the congregations of the Synod fail to approve Resolution 7-21 of the 2004 convention
by a two-thirds majority vote.
Question:

If proposed Constitutional Amendment A entitled "To Amend Constitution Regarding Officer
and Board Responsibilities" as set forth in Resolution 7-21 of the 2004 convention of the
Synod is not passed by a 2/3 majority vote, will the implementation or validity of any other
resolutions or changes to the bylaws passed at the 2004 convention be affected?

Opinion: It is the opinion of the Commission on Constitutional Matters that the proposed amendment to
Article XI F 2 states more clearly what the existing language already means. Any amendment to the
Bylaws which is consistent with the former Article XI F 2 would similarly be consistent with proposed
Article XI F 2. As such, the answer to the question presented is that if the proposed Constitutional
Amendment A entitled "To Amend Constitution Regarding Officer and Board Responsibilities" as set
forth in Resolution 7-21 of the 2004 convention of the Synod is not passed by a two-thirds majority vote,
it would not affect the implementation or validity of any other resolutions or changes to the bylaws passed
at the 2004 convention.
Bylaw 14.01 (Bylaw 7.1 in the 2004 revised Handbook) provides that amendments may be made to the
Bylaws by the Synod in convention provided the amendments are not contrary to the Constitution.
Before presentation to the convention, the Commission on Constitutional Matters is also required to
review the proposed amendment to the Constitution or other existing bylaws.
Resolution 7-21 proposes to change Article XI F 2 of the Constitution as follows:
2. The Board of Directors is the legal representative of the Synod. It is the custodian of all
the property of the Synod, directly or by its delegation of such authority to an agency of the
Synod. It shall exercise supervision over all the property and business affairs of the Synod
except in those areas where it has delegated such authority to an agency of the Synod to the
extent management authority and duties have been delegated by the Constitution, Bylaws or
resolutions of the Synod to other officers and agencies of the Synod or where the voting
members of the Synod through the adoption of Bylaws or by other convention action have
assigned specific areas of responsibility to separate corporate or trust entities, and as to those
the Board of Directors shall have general oversight responsibility as set forth in the Bylaws.
The responsibilities of the Board of Directors under Article XI F 2 have been interpreted on a number of
occasions in prior opinions of the Commission on Constitutional Matters. The language of the proposed
amendment states more clearly what the existing language has been interpreted to mean. For example, in
Opinion 03-2358 the Commission opined that the authority of the Board of Directors was limited by the
existing language in circumstances where the Synod has delegated authority or duties to another officer or
agency of the Synod. After reviewing the Board’s authority under both Article XI F 2 and Bylaw 3.183
(to be renumbered Bylaw 3.3.5 and its subparts in the 2004 revised Handbook), the opinion found that the
Synod had delegated certain authority to the Board for Higher Education, and that the Board of Directors’
authority was thus limited. The opinion states:

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