LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — May 8, 2000, Page 6

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Question:

If the Bylaws of Concordia University neither permit nor prohibit it, is it
permissible to conduct legal business with a portion of the Board in attendance and
the remaining participating in the meeting via telephone conference call?

Already in 1974 the Commission on Constitutional Matters ruled regarding conference calls, stating “that
such a meeting, although irregular, could be permitted.” The Commission further stipulated that all parties
to the meeting should be “agreeable to the arrangement” and that the conference call should be
“conducted in such a fashion as to provide for full and complete discussion and opportunity for statements
and for the raising of questions,” making certain “that the rights of all parties are respected and
protected.”
The Commission, which itself conducts much of its business by conference call, sees no reason to
contradict this ruling. This holds true also for the conduct of legal business, provided that there is full
agreement on the part of the entire board to this manner of doing business, provided that appropriate care
is taken to respect and protect the rights of all parties, to include opportunity for full and complete
discussion, and provided that such practice does not contradict state law.
144. Role of Vice-Presidents in Reinstatement Process (00-2198)
In a April 17, 2000 letter a pastor inquired regarding Bylaws 2.31 and 2.33 and the role of the vicepresidents of the Synod in the Council of Presidents’ vote in the reinstatement process:
Question 1:

When Bylaw 2.31 says that the Council of Presidents has the sole discretion in
reinstating an individual member of the Synod, while Bylaw 2.33 says the
reinstatement is done through a 75% or more majority of the District Presidents
present and voting, if the necessary 75% majority is achieved when the District
Presidents vote, can the 6 votes of the Praesidium (assuming they vote against
reinstatement) negate the vote of the District Presidents?

The Commission notes that Bylaw 2.31 establishes that “the decision to accept or deny a request
for reinstatement shall be at the sole discretion of the Council of Presidents.” Bylaw 2.33 adds
that procedures for investigating and processing requests for reinstatement…shall be the
responsibility of the Council of Presidents.” Such reference to the Council as a whole is
consistent with all other bylaws relating Council roster responsibilities. In no case is a vote or
other action of District Presidents distinguished from the vote and action of the Praesidium,
including, for example, the vote to extend candidate status (Bylaw 2.19, a).
The Commission therefore rules that when Bylaw 2.33 stipulates that “a decision to reinstate
shall require an affirmative vote of at least 75 percent of the District Presidents present and
voting,” the bylaw intends to include the president and vice-presidents of the Synod in the
voting. The Commission concludes that the drafters of the bylaw, in the interest of carefully
delineating the percentage vote needed, referred in particular to the District Presidents but had no
intention of excluding the Praesidium from the vote. To decide otherwise would labor against
other statements in these same bylaws which clearly place decisions regarding reinstatement into
the hands of the Council of Presidents.
The answer to the above question, therefore, is “yes.” Hypothetically speaking, the vote of the
Praesidium could, as suggested in the question, negate the vote of the District Presidents by
affecting the percentages.

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