LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — January 31−February 1, 2006, Page 7

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rule of the convention, the Board of Directors, as an officer of the Synod, must consider carefully its right
to issue a communication which directly opposes the will of the Synod as expressed in a resolution
adopted by the convention. Ultimately, the issue is more generally one of possible violation of duties to
the Synod, initial consideration of which is first the responsibility of the President and not for
consideration by the Commission on Constitutional Matters.
The Synod must ultimately look to its leaders to lead. The answer to the first question posed herein would
be as applicable to a communication by any officer of the Synod, including the President of the Synod, as
well as other boards, commissions, and agencies of the Synod. Resolutions adopted by one convention are
subject to change or refinement at the next. Even the Constitution, Bylaws, and Articles of Incorporation
may be changed. To suggest that officers of the Synod may never speak against such changes would
deprive the Synod of the leadership it expects.
Where, as here, the Synod has spoken in convention, and the action of an officer of the Synod is in direct
opposition to an action just adopted, the right of the Board of Directors or any other officer to speak in
opposition is a much closer question. Those in attendance are representative of the member
congregations, but only member congregations themselves may adopt amendments to the Synod’s
Constitution. The Synod, through the process of floor committees, reports, and consideration by the
convention itself, adopted and chose a course of action. The Board of Directors, through the processes of
the convention, had opportunity to provide their input and insight and to provide its leadership and input
on the question. Whether the Board’s communication was helpful and informative to the members or an
attempt to circumvent the will of the convention is not an issue for the Commission’s consideration. The
Commission declines to opine that the communication was beyond the jurisdiction of the Board or a
violation of its responsibilities under Bylaws 1.4.3 and 1.5.6 (a), but it strongly encourages the Board and
other officers to carefully consider the appropriateness of communications directly opposing the
expressed will of the Synod as stated in resolutions adopted at conventions recommending that
congregations approve an amendment to the Synod’s Constitution.
With respect to the President’s responsibilities under Art. XI B 1, the President of the Synod has
supervision regarding the doctrine and administration of all officers of the Synod, including the Board of
Directors. As legal representative of the Synod, the Board is obligated to represent the will of the Synod
as expressed in resolutions adopted at conventions of the Synod. While the Board is expected to provide
leadership and guidance to the members of the Synod, it is not free to ignore the directives of the Synod.
Therefore it has no authority under XI F 2 to act contrary to the will and directives of the Synod as stated
in Synod convention-adopted resolutions. As an agent of the Synod, the Board is to conduct itself as
directed by its superior, the Synod itself.
Art. XI B of the Constitution provides: “It is the President’s duty to see to it that all the aforementioned
act in accordance with the Synod’s Constitution, to admonish all who in any way depart from it, and, if
such admonition is not heeded, to report such cases to the Synod.” To the extent that the President of the
Synod, in his supervisory role, believes that the Board of Directors or any other officer or agency of the
Synod has usurped the will of the Synod as expressed in its Constitution, Bylaws, and resolutions, he has
the responsibility under Art. XI B 2 to admonish those involved and, if such admonition is not heeded, to
report such to the Synod.
Question 3:

Dr. Kuhn, Chairman of the Board of Directors, was quoted in an address to a congregation
earlier this year (with audio tape available as of the time of submission of this question at:
http://trinity-lutheran.com/files/kuhn q and a.mp3, indicating “but when it comes to filing a
suit, friendly suit, against the Synod in order to get a judge to make a decision that we
would know where we are, I’m in a conundrum. I don’t know what to do. I don’t know if
that answers your question totally, but that’s about as far as I can go. If you want to pursue
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