LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — October 16–18, 2005, Page 15

Transcription machine transcription, uncorrected

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The delegate convention of the Synod is the legislative assembly that ultimately legislates
policy, program, and financial direction to carry on the Synod’s work on behalf of and in
support of the member congregations. It reserves to itself the right to give direction to all
officers and agencies of the Synod. Consequently, all officers and agencies, unless
otherwise specified in the Bylaws, shall be accountable to the Synod for all their actions,
and any concerns regarding the decisions of such officers or agencies may be brought to
the attention of the Synod in convention for appropriate action.
And Bylaw 1.4.3 also states in part:
Elected officers of the Synod and its agencies serve in accordance with duties assigned to
them or otherwise authorized by the Constitution and appropriate bylaws. Primary
responsibility is given to each officer, to the extent of his jurisdiction, for implementing
specific decisions of the appropriate conventions, boards, and commissions and for
supervising and coordinating the day-to-day activities of the respective staffs.
For the appropriate procedure to be followed, see answer to question 1 above, which quotes Bylaw 3.2.5.
Question 4: Does the Board of Directors have the authority to flout the requirements of Bylaw 3.2.5 (c)
on the basis of an appeal to Robert’s Rules of Order?
Opinion: No. While the Bylaws of the Synod refer to “accepted parliamentary rules,” such as Bylaw
1.5.2 (“All agencies shall organize themselves as to officers and subcommittees at the initial meeting after
election or appointment and shall conduct business in accordance with accepted parliamentary rules.”)
and Bylaw 3.1.9 (i) (3) (“The President shall conduct the sessions according to accepted parliamentary
rules and make every effort to arrange the schedule of business so that the sessions do not exceed one
week in duration.”), the Constitution, Bylaws, and resolutions of the Synod supersede any “accepted
parliamentary rules.”
Question 5: If the Board does not have such authority, are any appointments made on such a basis valid
and operative, or do the positions remain vacant until filled in accordance with the provisions
of the Bylaws?
Opinion: See the response to question 2 above. The positions remain vacant.
Question 6: Can the Commission on Constitutional Matters inform and direct the Board of Directors that
its former actions are null and void?
Opinion: The Commission on Constitutional Matters through this opinion has informed the Synod
(including the Board of Directors) that the aforementioned appointments are null and void, but it does not
have the responsibility to enforce the Constitution, Bylaws, and resolutions of the Synod or its opinions.
Therefore the Commission cannot “direct” the Board of Directors concerning their action. The
Commission only interprets, that is, explains and tells what the collective will of the Synod is as
expressed in the Constitution, Bylaws, and resolutions of the Synod.
See also the answers to the above questions.
87. Human Resource Policies and the President’s Use of Executive Power (05-2441)
A pastor of the Synod in a September 9, 2005 letter asked a series of questions regarding the reference in
Bylaw 1.5.9 to human resource policies and regarding the use of executive power by the President of the

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