LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — April 24, 2020, Page 1

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MINUTES
COMMISSION ON CONSTITUTIONAL MATTERS
Internet Conference Meeting (Zoom.us)
April 24, 2020
15. Call to Order and Opening Devotion
Commission Chairman Dr. George Gude called the meeting to order with all members present, calling on
Pastor Owen to open with prayer.
16. Board of Directors Designation or Appointment of Representatives to Agencies (20-2925)
2019 Res. 9-09 allowed the Board of Directors to designate representatives to serve, in a capacity formerly
carried out by Synod’s Chief Financial Officer, as advisory members of the boards of the LCMS
Foundation, the Lutheran Church Extension Fund, Concordia Publishing House, and the Board of
Trustees—Concordia Plans (Board of Directors—Concordia Plan Services), including executive sessions
(Bylaw 3.3.4.6 [d]). The mechanism is similar to that by which the President designates his representation
on various boards. The board is in the process of implementing such designations and desires to understand
the full latitude within which it may do so. The Secretary of the Synod, on behalf of the Personnel
Committee of the Board of Directors, therefore poses the following questions to the Commission on
Constitutional Matters:
Question 1:

Is it allowable (considering especially but not only Bylaw 1.5.1.1) for the Board of
Directors to designate (a) an officer, (b) an executive, or (c) another staff member of
corporate Synod or of another agency of Synod to serve as its representative?

Opinion:
Yes, the position belongs to the Board of Directors, and the individual so designated as
representative is not a member of the respective board, but a representative of the Board of Directors, which
possesses the position. Bylaw 1.5.1.1 reads:
Unless otherwise specified or permitted by the Bylaws, chief executives and executive
directors, faculty, staff, and all other employees on either the national or district level shall
not be members of the board of the agency under which they serve, nor shall any such
executives or staff be members of the board of any other agency of the Synod.
Bylaw 1.5.1.1 addresses eligibility to serve as an elected or appointed member of a board or commission.
CCM Op. 16-2805 deals at length with the distinction between the terms elected, appointed, and designated,
as they are used in the bylaws. It indicates that designated is not equivalent to appointed. The terms elected
and appointed indicate that the individual so elected or appointed is the one holding the position for a given
term. In the case of an individual who is designated as the representative of another, the position belongs
to the one who is doing the designating, not to the individual so designated. This also reflects the earlier
CCM Op. 12-2662, which specifically stated that being a representative of the President of the Synod
(Bylaw 3.3.1.3 [d]) is not to be considered the same as holding an appointed position. Rather, 3.3.1.3 (d)
references the manner in which the President of the Synod, to whom the position belongs, is represented at
these various meetings.
2019 Resolution 9-09 draws a parallel to Bylaw 3.3.1.3 (d), which gives authority to the President of the
Synod to attend, personally or by way of a representative, the meetings of all commissions (except the
Commission on Constitutional Matters) and the boards of all synodwide corporate entities, including
executive sessions, and establishes a similar process that provides the ability of the Board of Directors to
designate a representative to attend the board meetings of the LCMS Foundation, the Lutheran Church
Extension Fund, Concordia Publishing House, and the Board of Trustees—Concordia Plans (Board of
Directors—Concordia Plan Services (Bylaw 3.3.4.6 [d]). In the case of Bylaw 3.3.4.6 (d), the position
belongs to the Board of Directors, which, as a whole, is an officer of the Synod (Const. Art. X A 4) and is
authorized to designate someone to attend those meetings on its behalf.
CCM Minutes – April 24, 2020 – Page 7