LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — November 11–13, 2011, Page 12

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work of the Blue Ribbon Task Force on Synod Structure and Governance and the deliberations of the
floor committee charged with evaluating and presenting the results of that work to the convention,
members of the Commission on Constitutional Matters informally advised that the elimination of all
program boards, the concentration in the office of the President the responsibility for the carrying out of
those functions, and the resulting amassing and centralization of power without appropriate checks and
balances as had historically been in place was neither wise nor constitutionally permissible without an
amendment to the Constitution. Discussions ensued regarding methods to avoid perceived constitutional
problems and continued up to the floor committee presentation to the convention. However, no formal
opinion was ever requested from or issued by the commission on this important issue. As an example of
the scope of the discussions, if the goal was the creation of a policy-based governance model,
consideration was given to a possible requirement that the President might be made accountable to the
Board of Directors in all his duties—a result that conflicted with his ecclesiastical responsibilities.
The task force, and ultimately the floor committee, moved away from the concept of creating two
advisory commissions to that of creating two fully functioning policy boards, which many of those
involved, including the Commission on Constitutional Matters, understood to be fully functioning
operating boards. The proposed and adopted changes to the Bylaws included definitions which support
that interpretation (Bylaws 1.2.1 [l] and [n]). The convention updated Bylaw 1.2.1 (h) defining an
executive director to include the top staff administrator of a mission board, yet a purely “policy” board
would have no staff administrator. Bylaw 1.2.1 (n) was also updated to expressly include the mission
boards within the definition of an “operating board.”
Leading up to the 2010 convention, many delegates and members of the Synod expressed concerns to the
task force and floor committee similar to those expressed by the commission. Now, in the aftermath of the
convention, the above question has been submitted to the commission requiring a formal and binding
opinion. Despite its continuing concern in light of a clear and consistent understanding of historical
Synod polity and practice, and despite continuing serious reservations about the lack of appropriate
checks and balances, a dispassionate analysis of the actual explicit language of the Constitution reveals no
prohibition of the elimination of all program boards. Likewise, the language of the Constitution does not
prohibit the vesting of authority for control of all programmatic functions of the Synod directly or
indirectly in the office of the President. Despite the references in Bylaw 1.2.1 discussed above, which
suggest a different intent, a dispassionate analysis of the actual, explicit language of the entirety of the
bylaws as amended by the 2010 convention indicates that the convention in fact eliminated all program
boards and vested authority for all programmatic functions directly or indirectly in the office of the
President.
Given the confusion which has followed the convention’s actions, given the commission’s ongoing and
serious concerns, and recognizing that the results of the convention’s actions as described in this opinion
may not have been that which was actually intended by the convention delegates, the commission will
refer this issue to the Commission on Handbook for appropriate consideration.
Finally, with respect to the issue of the selection of the executive directors of the two mission offices (the
Office of National Mission and the Office of International Mission), the commission finds that such
appointments cannot be made until the President of the Synod, as required by Bylaw 3.3.1.3 (e), 3 consults
with and receives the concurrence of the appropriate mission board on a slate of candidates before a
person is appointed to that position. With respect to the appointment of the Executive Director of the
3
Bylaw 3.3.1.3 (e): “He shall engage in consultation with each mission board, commission, and the governing board of each
synodwide corporate entity to reach mutual concurrence on a slate of candidates for the position of chief executive or executive
director.”

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