LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — November 4–5, 2022, Page 3

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Some of the “non-faculty” positions described by Bylaw 3.11.1 fall under those requirements but others
likely do not.
The board of regents of each seminary or university governs the institution, subject to bylaws like the above
and other “general policies set by the Synod” (Bylaws 3.10.5, 3.10.6). It is the “board of directors” of the
agency, as referred to in Bylaw 3.11.1, capable of setting policy, within the bounds set by the bylaws of the
Synod and the general human resources policies of the Synod (Bylaw 1.5.5), governing all employment
and appointment by the agency. With regard to those positions for which specific board performance
(appointment or participation in the appointment process) is not required by Synod Bylaw, for example,
non-administrative, non-faculty staff, a board of regents should determine in policy how its institution will
exercise the requirements of Bylaw 3.11.1 (a) and (b), as appropriate to the circumstance.
The language of Bylaw 3.11.1 derives from that adopted in 1989 Res. 5-06A, “To Revise Bylaws re
Synodical Personnel,” which noted the authority of the Synod Board of Directors (and, derivatively, of
other governing boards) “to establish personnel policies in compliance with existing laws and regulations
on hiring, tenure, promotion, termination, retirement, and salary administration.” In the long-standing,
ordinary practice of corporate Synod and many agencies, boards—where not contrary to other Bylaw
requirements—regularly delegate the authority to fill certain positions, whether requiring a called minister
(as in those positions described in Bylaw 3.11.1 [a]) or open to called ministers who may, by virtue of
exercise of their ministry in the position, require affirmation of their appointment through solemn call (as
in those described in Bylaw 3.11.1 [b]), to the responsible, subordinate officer or executive director. If
authorized by policy or resolution of the respective governing board to fill such a position, the responsible
officer or director may do so, fulfilling as the board’s delegate any applicable requirements under Bylaw
3.11.1 (a–b), for example, to compose and sign call documents on the board’s behalf and as its delegate. In
the absence of such delegation, the performance of Bylaw 3.11.1 remains with the respective governing
board.
It is the opinion of the commission, further, that it is not the intention of the language of Bylaw 3.11.1 (b)
to require, for positions where a call is incidental to employment, a higher degree of specific board
performance than would be required for positions where a call is inherent to the position (i.e., under Bylaw
3.11.1 [a]). The authority over all employment by an agency ultimately vests in its board and other bylaws
may require specific board performance of aspects of appointment or call to certain positions (such as those
noted above with regard to faculty and administrators, as relevant to universities and seminaries). Bylaw
3.11.1, however, does not prevent a board from delegating, by policy or resolution, the actions required by
Bylaw 3.11.1, for example, composing and signing appropriate call documents, to responsible
administration, as its concern in this regard is simply that rostered members of the Synod filling the
positions as indicated receive calls as appropriate.
Question 3:

Under Synod Bylaw 2.5.1, must a university or seminary seek the counsel of the
appropriate district president when calling ordained or commissioned ministers for nonfaculty staff positions?

Opinion:
Bylaw 2.5.1 requires every agency of the Synod, including each university and seminary,
when calling any ordained or commissioned minister, to consult with the district president designated by
subparagraphs (b) and (c).
160. Synod Convention Advisory Delegate Process (Ag. 22-2999)
By an email of August 29, 2022, a district secretary of the Synod requested an opinion on the following
questions, regarding the scope of participation and eligibility in the process for selection of Synod
convention advisory delegates. The questions, all of which regard selection of advisory delegates to the
Synod convention, have been edited by the commission:
Question 1:

Does the second sentence of Bylaw 3.1.3 limit which ordained ministers are eligible to be
selected as an ordained advisory delegate or to participate in the vote selecting ordained
CCM Minutes – November 4–5, 2022 – Page 121