LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — May 1−2, 2006, Page 8

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The processes for delegate selection have also been determined by the Synod in its Bylaws, particularly
Bylaw 3.1.2. Challenges to delegate selection and certification, including challenges to delegates from
circuits approved under the process provided by Bylaw 3.1.2 (b), are handled ultimately by the
convention itself. Any challenge to the exceptions granted by the President as to delegates seated at the
2004 convention had to have been made at that time, and no such challenge was made. Subject to the
Synod’s governing documents, the conduct of the convention is ultimately within the control of the
delegates themselves, subject to the Constitution and Bylaws of the Synod.
Question 2: Does the Synod’s Board of Directors, as legal representative of the Synod, have the authority
to enter into a settlement of litigation in a civil court, the effect of which would be to amend
the Bylaws of the Synod, to vacate or render of no effect opinions of the Commission which
were not vacated by a convention of the Synod, or would affect the method of selection of the
ecclesiastical leaders of the Synod?
Opinion: No. The powers of the Board of Directors are those granted by the Synod, as discussed above.
Amendments to the Constitution of the Synod are governed by Constitution Art. XIV. The exclusive
method to amend the Constitution requires consideration and referral by the Synod assembled in
convention and ratification by a vote submitted to each voting congregation of the Synod on an official
ballot following the process contained in the Constitution.
Amendments to the Bylaws of the Synod are governed by Chapter 7 of the Bylaws. Two methods are
provided. In the first, amendments may be made by the Synod itself in convention. The process for such
an amendment is contained in Bylaw 7.1.1. The Bylaws also provide for amendments made by two-thirds
majority of the Board of Directors under Bylaw 7.1.2, which reads:
7.1.2 In exceptional circumstances and upon the express direction of a convention of
the Synod, amendments may be made by a two-thirds majority of the Board of Directors.
(a) Such amendments to the Bylaws shall be necessary to implement resolutions
adopted by a convention of the Synod.
(b) Such Amendments shall be drafted by the Secretary of the Synod and shall be
reviewed by the Commission on Constitutional Matters.
In order for the Board of Directors to have authority under Bylaw 7.1.2, the Board of Directors must have
express, prior direction from a convention of the Synod to make the amendments proposed. Such
amendments to the Bylaws can only be made when necessary to implement resolutions adopted by a
convention of the Synod. Such amendments must be drafted by the Secretary of the Synod and must be
reviewed by the Commission on Constitutional Matters prior to implementation.
With respect to opinions of the Commission on Constitutional Matters, the Synod has delegated to the
Commission certain authority and responsibility as set forth in Bylaw 3.9.2. The opinions of the
Commission are binding under Bylaw 3.9.2.2 (b) unless and until overturned by the Synod itself in
convention. Various opinions have been challenged in the past, as also occurred at the 2004 convention.
Overtures were submitted seeking to overturn specific opinions during the last triennium. The convention
did not approve any such overtures. The Board of Directors is not authorized to take any action, including
settlement of civil litigation, the effect of which would be the overturning of opinions which only the
Synod itself may do, or the amendment of Bylaw 3.9.2.2 (b), without the processes provided in Bylaw
7.1.2 having been followed.
The Synod as a church body has determined the governance structure it believes, consistent with the
Scriptures, is most appropriate for carrying out the work of the church. The identification and selection of
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