LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — October 22, 1995, Page 2

Transcription machine transcription, uncorrected

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President's office to the seminary Board of Regents and the Board for Higher Education boards.
1.

Conflict of interest for a representative of the President's office to serve on two boards, one with
governance responsibility for the other.

The Commission had contacted the President of the Synod in keeping with his request that if an appeal for
an opinion with regard to this issue was made to the Commission, his office would be notified so that he
might prepare a response to the appeal for forwarding to the Commission. That response had been prepared
and forwarded.
The points which were emphasized in the response included
1.

The President is not limited as to whom he may choose as his representative to the Board for
Higher Education or which of the vice-president may be appointed to the Seminary Board of
Regents.

1.

A distinction must be made between the two positions, one being the President's representative,
not acting on his own accord, and the possibility that a different representative may be sent to each
meeting. The President is the member, the representative is his spokesman.

1.

The Vice-President serving on a Board of Regents is not the President's representative, but serves
by virtue of the fact that he is a Vice-President of the Synod.

During the discussion which took place, support was offered for the opinion provided by the President's
office, while the position was also suggested that the same person, though in one case he is a representative
of the President and in the other a Vice-President serving on a Board of Regents, would be a violation of the
bylaw which states that
No one, either in the Synod or in a District, or between the Synod and a District, shall hold more
than one elective office; or more than two offices, although one or both be appointive; or ever hold
two offices of which one is directly responsible for work done by the other [Emphasis added.]
By majority vote, the Commission decided to respond by indicating that while it recognized the rationale
involved in the letter of the President to the Commission, the Commission nevertheless believed that by use
of the words "no one" the emphasis in Bylaw 3.75 is on the individual person, to a specific body, no matter
how that person receives his/her position. Given that conclusion, the majority believed that the issue to be
determined was whether the work of one office or board was directly responsible for work done by another.
In reviewing Bylaw 3.601, as well as the policies of the Board for Higher Education/ Concordia University
System Board of Directors, it became clear that the Board for Higher Education had both direct and indirect
responsibilities for actions of a Board of Regents in such areas as the initial approval of faculty members,
the role of the institution, the support provided for the institution from unrestricted funds of the Synod,
approval of capital projects, determination of institutional viability, and administration of policies for the
administration of synodical student financial aid funds.
As further support for its opinion, the Commission concluded that Bylaw 3.75, b, could not be ignored even
if the argumentation was that the same person was sitting on two different boards in different capacities. If
that were allowed, it would be possible for a Board of Regents member elected by the Synod in convention
to serve as a member of the Board for Higher Education if chosen by the members of the Concordia
University System to be a member of that Board, since one position would be elective and the other
appointive. It would also allow for the same person to be elected to the Board for Higher Education and to