LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — April 1–2, 2016, Page 9

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national or district level shall not be members of the boards or commissions under which they serve nor
shall any such executives or staff be members of any other board or commission of Synod, as identified in
Bylaws 3.55 and 3.57.” By this the convention allowed faculty but prohibited executives or staff from
serving on any boards or commissions of the Synod.
During the 2013 LCMS convention, the Commission on Constitutional Matters opined (Opinion 132683), in response to a challenge to an election, that “it was clear that while the 1989 convention
reinstated the right of faculty to serve on agency boards other than the agency under which they serve,
that same right was not granted to staff.” As such, the commission determined that the staff member in
question could not serve as a board member of an agency of the Synod, and the election was ruled invalid.
Bylaw 1.5.1.1 specifically prohibits the service of “chief executives and executive directors, faculty, and
all staff on either the national or district level” as “members of the board of the agency under which they
serve,” but in response to the question being discussed at present, Bylaw 1.5.1.1 does not prohibit a
faculty member of a CUS institution from serving on the board of regents of another CUS institution.
The commission does acknowledge, however, that the general provisions regarding conflict of interest
and the appearance of impropriety also weigh in. Bylaw 1.5.1.3 requires that “[e]very board or
commission member, officer, and all staff of corporate Synod and every agency of the Synod shall be
sensitive in their activities to taking or giving offense, giving the appearance of impropriety, causing
confusion in the Synod, or creating potential liability.” In addition, the Synod has in place a very clear
requirement that “[e]very board or commission member, officer, and all staff of corporate synod and
every agency of the Synod shall avoid conflicts of interest” (Bylaw 1.5.2). This includes not only more
obvious conflicts of interest but “potential” conflicts of interest (Bylaw 1.5.2 [a] [1]). Bylaw 1.5.2 (b)
requires “the highest degree of integrity” of all who serve the Synod. Bylaw 1.5.2 (a) (4) places the
responsibility for determining conflicts of interest with each individual board. Circumstances in which a
conflict of interest or at least the appearance of such require the board itself to make such determination in
order to protect the integrity of its actions. Finally, Bylaw 3.10.5.2.7 specifically requires “all persons
elected or appointed to a board of regents” to be “knowledgeable regarding the region in which the
institution is located” and to possess a “demonstrated familiarity and support of the institution” itself.
Both of these considerations, conflict of interest and appearance of impropriety concerns, certainly weigh
in as important factors in both the nomination and election of individuals to serve on boards of regents for
the Concordia University System and its member schools. The commission also notes that Bylaw 3.6.6.3
does prohibit any “executive, faculty member, of staff member from a Lutheran institution of higher
education” from serving as a voting member of the Board of Directors of Concordia University System.
160. Constitutionality of Bylaw 3.12.2.4 (16-2784)
The 2015 Michigan District Convention adopted the following resolution asking the Commission on
Constitutional Matters to review the constitutionality of Synod Bylaw 3.12.2.4:
WHEREAS, There is a possible conflict between Article V A of the LCMS Constitution and Bylaw 3.12.2.4
regarding the disenfranchisement of congregations not attending district conventions; therefore be it
Resolved, That the Michigan District in convention ask the Commission on Constitutional Matters to
review the constitutionality of Synod Bylaw 3.12.2.4.

In making its response, the commission notes that Bylaw 3.12.2.3 is also pertinent to the question. The
pertinent sections of the Synod’s Constitution state:
Article V Membership
Membership in the Synod is held and may be acquired by congregations, ministers of religion—ordained
and ministers of religion—commissioned, such as teachers, directors of Christian education, directors of
CCM Minutes – April 1–2, 2016 – Page 123