LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — June 21, 2013, Page 2

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shall be laypersons experienced in financial, investment, or marketing matters. No more than two elected
trustees can be from the same district of The Lutheran Church—Missouri Synod, and all trustees must be
communicant members of congregations which are members of the Synod. No delegate of a member of the
Foundation nor any member of the Board of Directors of the Synod may serve as an elected member of the
Board of Trustees of the Foundation.

The specific matter which has given rise to these questions deals with the requirement in the Foundation
bylaw: “No more than two elected trustees can be from the same district of The Lutheran Church—
Missouri Synod.” Two of the sitting trustees appointed by the Foundation’s members under provision 3 of
Synod Bylaw 3.6.5.2.1 are already from the Texas District. The Committee for Convention Nominations
has placed the name of another person from the Texas District on the slate for election by the Synod in
convention. There is a concern that the election of this candidate would contradict the Foundation’s
bylaw’s two-elected-members-per-district limitation.
Opinion: The district affiliations of the seven board members appointed by the Foundation board do not
restrict the ability of the convention to elect the two members to be elected by the Synod in convention.
The LCMS Foundation is a “synodwide corporate entity” (Synod Bylaw 3.6.1). It has such powers and
duties as have been assigned to it by the Constitution and Bylaws of the Synod (Synod Bylaw 3.6.1.5),
and its governing instruments shall be in conformity with the Synod’s Constitution, Bylaws, and
applicable resolutions of the Synod in convention (Synod Bylaw 3.6.1.6).
As noted in the preliminary material cited above, two of the members of the Foundation’s Board of
Trustees are “elected by the Synod in convention” (Synod Bylaw 3.6.5.2.1, provision 1) and at least seven
members of this board are “appointed by the members, as provided in the bylaws of the foundation”
(provision 3). Although the pertinent provisions of the Foundation bylaw section mirror provision 1 of
Synod Bylaw 3.6.5.2.1 as it relates to the election of the two trustees by the Synod in convention, the
language is changed concerning the seven members referenced in provision 3 of the Synod bylaw,
indicating that these seven trustees are “elected” by the members of the Foundation.
Provision 3 of Synod Bylaw 3.6.5.2.1, which authorizes at least seven trustees for the Foundation, clearly
indicates that they are to be appointed “as provided” in the bylaw section of the Foundation. Although the
manner the foundation chooses through its bylaws to select these seven trustees may be an election within
the Foundation by its members, this does not change the distinction between these seven trustees and the
two trustees elected by the Synod. Moreover, it is important to note that the only qualifications identified
by the Synod bylaw for the two trustees elected by the Synod is that there must be one ordained minister
and one layperson. The Synod bylaw identifies no specific qualifications for the seven trustees to be
appointed by the Foundation.
The Foundation’s Bylaws also contain a specific provision that “no more than two elected trustees can be
from the same district of The Lutheran Church—Missouri Synod” (Article II, Section 1). As indicated in
information provided with the question, concern has been expressed, because there are already two
trustees from the same district numbered among the seven appointed under provision 3 of Synod Bylaw
3.6.5.2.1, whether this might affect who can be nominated for election to the two positions to be elected
by the Synod under provision 1.
First, it must be noted that although the Foundation identifies the seven selected by its members as being
“elected,” this is true only as it relates to the Foundation’s Bylaws. Provision 1 of Synod Bylaw 3.6.5.2.1
makes clear that the two selected by the Synod are “elected” by the Synod in convention, while the seven
selected under provision 3 are “appointed” by the Foundation. Although the Foundation may in its own
bylaw prescribe a specific process by which these appointed members may be selected, the manner of
their selection is still clear and distinct from that by which the two are selected by the Synod under its
CCM Minutes – June 21, 2013 – Page 370