LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — January 31−February 1, 2006, Page 3

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Question 2:

Are the pertinent sections (chapters) of the Board of Directors policies, specifically policies
3.2 and 4.8, in harmony with the Constitution, Bylaws, and resolutions of the Synod,
especially as such policies relate to, among other constitutional and bylaw references,
Bylaws 1.5.9 and 3.11?

Opinion: The Board of Directors policy manual section 3.2 which was supplied by the Secretary of the
Synod includes a broad range of subjects identifying matters generally which require Board action. These
areas include budgets, accounting, financial transactions, audits, property, human resources,
administrative policies, and legal and governmental issues. The Board of Directors policy manual section
4.8 addresses the Board of Directors’ executive limitation on human resources. These policies may be
found on the Synod’s Web page in the document found at: http://www.lcms.org/graphics/assets/media/
Board_of_Directors/Policyman05.pdf.
Given the scope particularly of Board of Directors policy 3.2, it is difficult to answer the question as
broadly as it has been submitted. If there are particular details that need to be clarified, the Commission
would request that the question be resubmitted with a more narrow focus. In general, Board of Directors
policy section 4.8 places limitations on the Board for Human Resources. Since that entity has now been
dissolved, as referenced above, presumably that policy will be eliminated.
Assuming that the question presented was intended to deal with human resources issues and not the other
areas covered by board policy section 3.2, the Commission has examined specifically policy 3.2.6. Policy
3.2.6.1 addresses changes in salary classification and ranges for corporate Synod. That is certainly within
the constitutional and bylaw authority of the Board of Directors. Policy 3.2.6.2 reserves to the Board
consideration of changes in the salary of officers of the Synod and the Chief Administrative Officer of the
Board. Again, that is within the authority of the Board of Directors. Finally, policy 3.2.6.3 addresses
changes in the membership of the Board for Human Resources. As indicated above, the Board for Human
Resources was a creation of the Board of Directors and not an entity created by the Synod itself. The
Board of Directors is within its authority and responsibility to control the membership (and even the
existence) of the Board for Human Resources.
Question 3:

In the area of human resources issues, in the event of a conflict between the policies of an
agency of the Synod and the policies of the Synod’s Board for Human Resources, which
policy takes precedence?

Opinion: In general, the policies of an agency of the Synod as well as the policies of the Board for
Human Resources must both be consistent with the Constitution, Bylaws, and resolutions of the Synod.
Because Bylaw 1.5.9 requires that every agency of the Synod operate under the human resources policies
of the Synod, the Synod’s Board for Human Resources, prior to its being disbanded by the Board of
Directors in August, 2005, was tasked with responsibility to adopt the human resources policies of the
Synod. To the extent that an applicable agency of the Synod (see Opinion 05-2426) had policies
inconsistent with the human resources policies of the Synod, the human resources policies of the Synod
would take precedence. To the extent that an applicable agency of the Synod has policies inconsistent
with the human resources policies of the Synod now managed by the Board of Directors, the human
resources policies of the Synod would take precedence.
Question 4:

The Synod’s 2004 convention Res. 7-04A (2004 Proceedings, p. 153) referenced the fact
that the Pro Tem Commission on Structure had taken care to make no substantive change in
the Bylaws of the Synod while reordering the content to make it user-friendly.
The 2001 Handbook in Bylaw 3.69 e states, “Every board, commission, and synodwide
corporate entity shall operate under synodical human resources policies. Such policies may
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