LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — October 16–18, 2005, Page 13

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questions were forwarded to the Board of Directors and the Synod’s legal counsel for consultation but a
response from the Board was not received prior to this meeting. The Board will be informed that this
matter will be placed on the agenda of the Commission’s November 28-29, 2005 meeting and that the
Commission anticipates a response from the Board prior to the meeting.
86. Procedure for Filling Vacancies in Elected Positions (05-2439; 05-2440; 05-2442)
In a letter dated September 10, 2005, a pastor member of the Synod submitted a series of questions
regarding the validity of actions by the Board of Directors during its August, 2005 meeting to fill vacant
positions on the Board of Directors of Concordia Publishing House and the Synod’s Board of Directors.
Similar letters were received from another pastor of the Synod and from the chairman of the nominations
committee of the Synod, asking whether the Board of Directors violated Bylaw 3.2.5 and 2004
convention Resolution 7-14.
These questions having been forwarded to the Board of Directors and Synod’s legal counsel for
consultation, the Commission considered the request from the Board that consideration of this and other
questions be deferred because of the Board’s inability to respond due to insufficient time. After
discussion, the Commission decided to respond without delay out of concern for the consequences of a
delay. During the discussion the Commission also noted the importance of being given the opportunity to
review in advance any changes to regulations of the agencies of the Synod, as provided by Bylaw
3.9.2.2.4.
Question 1: Did the LCMS Board of Directors act in violation of Bylaw 3.2.5 when it filled vacancies on
the CPH Board of Directors and on the LCMS Board of Directors with candidates who were
nominated from the floor rather than from the list of candidates provided by the synodical
nominating committee?
Opinion: 2004 convention Resolution 7-14 states:
WHEREAS, Bylaw 3.63 b [now Bylaw 3.2.5] requires that vacancies on synodically
elected boards and commissions be filled by the Board of Directors of the Synod from a
list of nominees determined by the Secretary of the Synod, the Director of Human
Resources, and the chairman of the synodical nominating committee; and
WHEREAS, The Secretary of the Synod serves on the Board of Directors, and the
Director of Human Resources is not an elected position; therefore be it
Resolved, That Bylaw 3.63 b be amended to read as follows:
PRESENT/PROPOSED WORDING
b. The Secretary of the Synod shall be responsible for gathering a list of nominees
from the board or commission where the vacancy occurs, the synodical President, the
District boards of directors, and the slate of candidates from the previous synodical
convention within 90 days of notification of the vacancy. As list of at least three but no
more than five candidates shall be submitted as soon as possible to the appropriate
appointing body. This list shall be determined by the Secretary of the Synod, the Director
of Human Resources, and the chairman of the synodical nominating committee chairman
and two members of the synodical nominating committee as determined by the
nominating committee. The Synod’s Director of Human Resources shall be consulted in
developing the candidate list.

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