LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — December 3–4, 2021, Page 10

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Provided the above are addressed as indicated, the commission gives its approval to the bylaw revision
proposal, thanks the university for its attention to its governing documents and to this review process, and
requests a clean copy of the bylaws as finally adopted by the board of regents.
110. Slate of Candidates for Synodwide Corporate Entities (21-2970)
By an email of October 22, 2021, a member of a synodwide corporate entity board of directors posed, at
the direction of the board’s chairman, the following question. The commission, in accordance with Bylaw
3.9.2.2 (b), solicited input from the board and from the President of the Synod.
Background: Bylaw 3.6.1.5 (a)(1) requires that “the slate of candidates for the initial appointment of the
chief executive” of synodwide corporate entities “shall be selected by the governing board in consultation
with and with the mutual concurrence of the President of the Synod.” And in the event of a vacancy in the
chief executive position, Bylaw 3.6.1.5 (a)(2) requires that the governing board “shall present its list of
candidates [plural] to the President.”
Question:

Does the word “candidates” (plural) in subparagraphs (1) and (2) of Bylaw 3.6.1.5 (a)
indicate that said “slate” and “list” must contain the names of at least two candidates when
presented to the President for his concurrence?

Opinion:
Regarding the initial appointment (as opposed to reappointment) of the chief executive of
a synodwide corporate entity, Bylaws 3.6.1.5 (a)(1) and 3.3.1.3 (f) speak of the President of the Synod and
the entity’s governing board engaging in “consultation” to reach “mutual concurrence” on a “slate of
candidates.” The first sentence of Bylaw 3.6.1.5 (a)(2) requires further that “the appropriate governing
board and the President of the Synod shall act expeditiously to fill the vacancy.”
Bylaw 3.6.1.5 (a)(2) (the content of which is due, along with [b][1–2], to 2004 Res. 7-11A) contains also a
second sentence (“This governing board shall present its list of candidates to the President.”), which is the
remnant of a longer sentence from the two precipitating overtures (2004 Ov. 7-36, 37) that concluded with
the additional words, dropped by the floor committee: “…within six months after the vacancy in the
executive position occurs.” The practically vestigial remainder, suggesting at most the initiative of the board
in identifying potential candidates and presenting them to the President, adds little to the consideration of
this question. It must be comprehended within the process described primarily in Bylaws 3.6.1.5 (a)(1) and
3.3.1.3 (f)—one of “consultation” leading to “mutual concurrence” on a “slate of candidates,” in which the
board and President “shall act expeditiously to fill the vacancy.”
Here, the commission understands “slate of candidates” integrally, as a term of art, denoting the collection
of those in candidacy for one or more positions but not requiring a specific number or even plurality of
them for each position, apart from some explicit requirement otherwise. Such an explicit requirement does
occur elsewhere in the bylaws—for example, in preparation of slates for a Synod convention, at the time of
which a free-flowing conversation among all participants leading to “mutual concurrence” on a slate of
candidates would be inconvenient (Bylaw 3.12.3.6 [a])—but not here.
Here, just such a consultation between the board and President, leading to a point of mutual concurrence,
is required. Contrary to what might be inferred by an incorrect leap from the second sentence of Bylaw
3.6.1.5 [a][2], or by false analogy to other processes, such as in Bylaw 3.10.6.6.2 [b][7], this process is not
simply a “unidirectional” one in which the board provides the President with a list of candidates and the
President strikes names from that list. Envisioned instead is a continued dialogue by which the board and
President jointly construct—by a process not specified in further detail in the bylaw—a slate of candidates
in which they can mutually concur.
The process moves on to an appointment by the board when and only when the President and board, after
consultation, reach such mutual concurrence—not on the names of one or more remaining candidates,
severally, but on a slate of candidates, integrally. Should President and board mutually agree on a slate
consisting of a single candidate, the board may proceed to appoint that candidate; should President or board

CCM Minutes – December 3–4, 2021 – Page 82