LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — February 1–2, 2013, Page 6

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past, he has readily admitted that he is not a member at present. He apparently now serves as its legal
counsel.
As generally used throughout the Bylaws of the Synod, the term “member” when used in relation to a
board means an individual who has been elected or appointed to such a board and serves the board in that
capacity (see Synod Bylaw section 1.5 in general, Bylaw 1.5.7, et al.). Consequently, the individual who
may appear as representative of the church extension fund as party before a dispute resolution panel under
Synod Bylaw section 1.10 must be either its chairman or a member actually serving on its board as
described above.
193. Synod Secretary as Representative of Synod President (12-2662)
In a letter dated December 16, 2012, after referencing Bylaws 1.5.1.2, 3.3.1.2, 3.3.1.3 (d), 3.3.3, 3.3.4.1,
3.3.4.6, 3.6.1, 3.6.3.1 (4), 3.6.1.5 (g), and CCM Opinion Ag. 86 “Procedure for Filling Vacancies in
Elected Positions” (05-2439, 05-2440, 05-2442), an ordained minister of the Synod submitted a series of
three questions to the commission regarding the service of the Secretary of the Synod as a representative
of the President of the Synod to a board, commission, or synodwide corporate entity. After inviting input
from entities and agencies most closely involved, the commission offered the following response. [Note:
Given his direct involvement in the matter, the Secretary of the Synod recused himself from the discussion
and decision of this matter.]
Question 1: Is being a “representative” of the President of the Synod (as found in Bylaw 3.3.1.3 [d])
considered being an “appointed” position (as found in Bylaw 1.5.1.2)?
Opinion: Bylaw 1.5.1.2 addresses “offices” within the Synod. Bylaw 3.3.1.3 (d) pertains to the method
by which the President has the option to attend all meetings of commissions of the Synod and the boards
of synodwide corporate entities with the exception of the Commission on Constitutional Matters.
Recognizing an inability to be present at all such meetings, Bylaw 3.3.1.3 (d) allows the President to
designate a representative on his behalf. Such representative does not hold a position or office on such
board or commission, but rather is merely serving as the representative of the president in his absence as
allowed by the Bylaws.
Question 2: Can a synodical Board of Directors member be appointed to an office and/or serve as a
representative of the President of the Synod on a board, commission, synodwide entities,
and/or any other corporate agency of the Synod that ultimately reports to the Board of
Directors of the Synod?
Opinion: The question is confusing in failing to distinguish between one’s role as a designated
representative of the President under Bylaw 3.3.1.3 (d) and the entirely different role of filling an “office”
within the Synod or for one of its agencies, and in regard to what is meant by “reports to the Board of
Directors of the Synod,” which is not the language of Bylaw 1.5.1.2. Without further context as to what
“office” the question attempts to review, the commission is unable to address whatever concerns the
questioner may have. As discussed above, wherever the President participates ex officio on one of the
boards, commissions, and five synodwide entities, whether they are directly responsible for their work to
the Synod’s Board of Directors or not, Bylaw 3.3.1.3 (d) allows the president to send a designated
representative in his stead.
Question 3: Can the Secretary of the Synod be appointed to an office and/or serve as a representative of
the President of the Synod on a board, commission, synodwide entities, and/or any other
corporate agency that ultimately reports to the Board of Directors of the Synod?
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