LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — June 21, 2013, Page 3

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bylaw provision. The election of the seven board members at the Foundation level is not the same as the
election of the two board members by the Synod.
Second, although the Foundation may have added specific qualifications for individuals to be selected in
the group of seven referenced in provision 3 of Synod Bylaw 3.6.5.2.1, these added qualifications do not
override the provisions set forth by the Synod’s bylaw. The bylaw of the Foundation cannot be seen to
limit the individuals who may stand for election to the two board positions under provision 1 of Synod
Bylaw 3.6.5.2.1, nor can they define the characteristics of an individual who may stand for these two
positions further than what is stated in the Synod bylaw (see Synod Bylaw 3.6.1.6). Because the
Foundation’s Bylaws must be in conformity with the Synod’s bylaw in this regard, the Synod’s bylaw is
paramount and controls the definition of characteristics for who may serve in the two positions referenced
in provision 1 of Bylaw 3.6.5.2.1—not the other way around.
As concerns the seven members appointed to the Foundation’s Board of Trustees through election by its
members, the fact that two board members appointed under provision 3 of Synod Bylaw 3.6.5.2.1 may be
from the same district as one or more of the members elected under provision 1 of the bylaw does not
violate the provisions of the Synod’s bylaw. Although the provisions of the Foundation’s Bylaws may
appear problematic, a reasonable reading of the same may be that the restrictions on membership from the
same district apply only to the Foundation board members appointed under provision 3 of the Synod
bylaw. This is not in conflict with the provisions of the Synod’s bylaw. Although the Foundation may
establish qualifications and characteristics for the selection of those members appointed under provision
3, it may not by these means limit or restrict those nominated and elected by the Synod in convention
under provision 1 of Synod Bylaw 3.6.5.2.1.

Raymond L. Hartwig, Secretary

CCM Minutes – June 21, 2013 – Page 371