LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — June 21, 2013, Page 1

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MINUTES
COMMISSION ON CONSTITUTIONAL MATTERS
June 21, 2013

[Note: Given its pressing nature, the commission addressed this request for an opinion via email
discussion of a draft opinion prepared by one of its members.]
211. Synod Election of Members to LCMS Foundation Board of Trustees (13-2676)
In an emailed letter dated June 7, 2013, the Secretary of the Synod asked the Commission on
Constitutional Matters to decide a question that has arisen regarding the work of the Synod’s Committee
for Convention Nominations. The set of questions he submitted pertain to the qualifications of nominees
for positions to be elected by the Synod in convention.
Question:

Synod Bylaw 3.6.5.2.1 distinguishes between Foundation board members “elected” by the
Synod in convention and Foundation board members “appointed” by the Foundation’s
“members.” Foundation Bylaw Article II, Section 1 does not distinguish between “elected”
and “appointed,” calling all board members “elected.” When the Foundation’s bylaw then
imposes the limitation of only two “elected” board members per district, how is this to be
applied? Is this to take into account the two members elected by the Synod along with the
seven members “elected” by the Foundation’s members, or is it to take into consideration
only those seven members who were “elected” (Synod: “appointed”) by the Foundation’s
members? Or, to state the question another way, does the verbiage of the Synod’s bylaw take
precedence over the verbiage of the Foundation’s bylaw, so that only the two members of the
Foundation board elected by the Synod’s convention are truly elected and all other references
in the paragraph to “elected” should be regarded as appointed?

As information preliminary to the commission’s response, it is helpful to note that Synod Bylaw 3.6.5.2.1
requires the following composition of the Board of Trustees of the Lutheran Church—Missouri Synod
Foundation (hereinafter referred to as the “LCMS Foundation” or sometimes as “Foundation”):
1. Two members elected by the Synod in convention (one ordained minister and one layperson)
2. The chairman of the Board for National Mission or his representative from that board
3. At least seven members appointed by the members, as provided in the bylaws of the foundation [emphasis
added]
4. The President of the Synod or his representative
5. The Chief Financial Officer of the Synod as a nonvoting member

In contrast, the pertinent provision from the LCMS Foundation Bylaws states:
ARTICLE II. The Board of Trustees: Officers
Section 1. The Board of Trustees of the Foundation shall be composed of the President of The Lutheran
Church—Missouri Synod (the “Synod”) or his designated representative; the chairman of the Board for
National Mission or his/her representative from that board; two trustees (one ordained minister and one
layperson) to be elected by the Synod in convention; and seven trustees elected by the members [emphasis
added]. The Chief Financial Officer of The Lutheran Church—Missouri Synod shall be a nonvoting trustee.
One of the trustees elected by the members shall be an ordained or commissioned minister from the roster of
ministers of The Lutheran Church—Missouri Synod, and at least five of the trustees elected by the members