LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 16, 1983, Page 10

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accretions, is primarily a board concerned with business dealings and legal matters, rather than with
programmatic and policy decisions. The Commission also questions whether all boards, committees, and
staff members are answerable to the Board of Directors. It seems odd that the President of the District,
who by constitutional definition of the Synod is the chief executive officer, is not involved in this schema.
Bylaws, Article III, D. The Commission holds that it is not proper for the Executive Secretary to be
responsible to the Board of Directors rather than to the President, nor for other appointive staff people to
be working under the direction of the Executive Secretary without any reference to the District President's
role in supervising staff. The Commission has encountered this model before and has repeatedly warned
that under this model the Executive Secretary can easily become the District President de facto.
Bylaws, Article IV, Elections and Vacancies. The Commission reminds the District that the District now
has the option, if it so desires, of introducing six-year terms for elected board members, but not for
elected officers or for appointed boards and commissions.
Article V, Conferences. In order to carry out the directives of the synodical Bylaws, it will be better to say
that the Board of Directors "shall arrange" instead of merely saying "shall have the authority to arrange."
In fact", it would seem that involvement of the Board of Directors in this process is not necessary because
the Bylaws of the Synod mandate such conferences. Perhaps the objective here is to obligate the Board of
Directors to see to it that financial provision is made for such mandated conferences, since the District
covers such a wide geographical area. In that case, the wording suggested by the Commission could be
included.
Article VII, Board of Directors, B. See the objection raised above on this
Article VIII, A. Commission on Adjudication.
Article IXY A. Conflicts. The Commission assumes that this reference refers also to those articles at
present appearing in the "Constitution" of the District and not only in its Bylaws. Once again we call
attention to Bylaw 2.01 and 3.07, e, quoted above.
COMMISSION ON CONSTITUTIONAL MATTERS
Herbert Mueller, Secretary
September 16, 1983

Opinion Re Eligibility for Membership on Board of Managers
1981 convention Resolution 2-08A makes detailed provision in subparagraphs a through e for elected
boards.
Subparagraph f states: "All appointments to appointed boards and commissions shall terminate at the
end of December, 1983, unless otherwise stipulated in the bylaws."
Subparagraph g continues: "For those persons serving at present on continuing commissions the
current limited tenure rules shall apply; for persons newly appointed and not serving a previous term the
new limited tenure rules shall apply.
Since no specific provision is made in subparagraph g for continuing appointed boards, the
Commission on Constitutional Matters holds that in view of the context in subparagraph f, the intended
sense of subparagraph g is: "For those persons serving on continuing [appointed boards and] commissions