LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — October 16–18, 2005, Page 2

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75. Change to Bylaw 1.5.9 by Handbook Revision (05-2426)
The Secretary of the Synod in a May 23, 2005 memorandum forwarded to the Commission a concern
raised by the Synod’s Human Resources Executive Director regarding Bylaw 1.5.9 and the use of the
words “agency of the Synod” to replace the words “board, commission, and synodwide corporate entity”
of Bylaw 3.69 (e) of the 2001 Handbook. Noting that issues pertaining to Bylaw 1.5.9 were also included
in questions submitted by the President of the Synod (see #77 below) and that input from the President
had only been received at the beginning of the meeting, the Commission agreed to defer further attention
to questions pertaining to Bylaw 1.5.9 until its next regular meeting when substantial time can be devoted
to the subject.
76. Amendments to Bylaws of LCMS Foundation (05-2429)
In a letter dated June 23, 2005, the Commission received from the Synod’s legal counsel a request that the
amendments to the LCMS Foundation Bylaws, approved by the Board of Directors of the Synod at its
May 23–24, 2005 meeting, also be approved by the Commission. The Commission noted from Board of
Directors’ minutes that the amendments in question have already been approved by the Foundation’s
Trustees and Members, although Bylaw 3.9.2.2.4 requires that proposed amendments to articles of
incorporation and bylaws or regulations of agencies of the Synod are to be examined “in advance” of
adoption “to ascertain whether they are in harmony with the Constitution, Bylaws, and resolutions of the
Synod.” Nevertheless, the Commission assumes that all amendments will have been approved in the
manner required by Synod Bylaw 3.6.1.6 and Article VI of the Foundation’s Bylaws and that further
changes discussed in this opinion will be adopted by the Foundation as required by Synod Bylaw
3.9.2.2.4.
Synod Bylaw 3.6.5.2.1 requires that the Board of Trustees of the LCMS Foundation shall consist of:
1. Two members (one ordained minister and one layperson) elected by the Synod in convention;
2. The chairman of the Board for District and Congregational Services (or his representative from
that board);
3. At least seven members appointed by the Members, as provided in the Bylaws of the Foundation;
4. The President of the Synod (or his representative); and
5. The Vice-President–Finance—Treasurer of the Synod as a non-voting member.
The Commission notes that the amendment to Section 1 of Article II of the Foundation Bylaws meets the
requirements of Synod Bylaw 3.6.5.2.1, which requires that seven members of the Board of Trustees be
appointed by the members of the Foundation. There is nothing in the Synod’s Bylaws that restricts the
method of selection or the composition of the seven trustees appointed pursuant to the Foundation’s
Bylaws. The amended bylaws call for the election of seven trustees by members as the method of
appointing them. Therefore, as stated in the Commission’s previous Opinion 02-2248, “[s]ince the bylaws
of the Synod do not restrict the manner of appointment, the Commission sees nothing that would prohibit
the appointment through an election process as outlined in the amended Foundation bylaw.”
However, there is an inconsistency in Section 1. The addition of the parenthetical statement “(one
ordained minister)” after the words “seven Trustees” in the second sentence is not consistent with the
second sentence following which provides that one of the trustees elected by the members “shall be an
ordained or commissioned minister.” To eliminate this inconsistency, the Commission requests that the
parenthetical statement “(one ordained minister)” be removed from the second sentence. With this
modification, the amendment to Section 1 of Article II is approved.

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