Convention amends LCMS Articles, Bylaws to clarify Board responsibilities

ST. LOUIS — By a 654 to 541 vote, the 62nd Regular Convention of The Lutheran Church—Missouri Synod Tuesday (July 13) adopted changes to the Synod’s Articles of Incorporation and Bylaws that limit the “management authority and duties” of the Board of Directors and clarify the role of the Commission on Constitutional Matters (CCM).


The resolution also overrules two Board resolutions that said eight CCM opinions that addressed Board authority are “of no effect.”


Adoption of Res. 7-02A came nearly two hours after the floor committee on structure, planning and administration was called to the convention stage.  Delegates, standing four deep at several microphones, made numerous “point of order” appeals, including a request to first address a related resolution.  But delegates voted 667 to 503 to continue work on Res. 7-02A.


The adopted resolution limits the “management authority and duties” of the Board of Directors to those defined by the Synod’s Constitution and Bylaws as it also clarifies the role of the CCM.  It states: “In the case of any conflict or uncertainty in determining the authority and duties of the Board of Directors and such other officers and agencies, the opinions of the [CCM], interpreting the Constitution and Bylaws of [the Synod], shall be binding, unless and overruled by a synodical convention.”


The resolution also amends the Board’s responsibilities by changing its right to “call up for review, criticism, modification, or revocation” the actions or policies of any board, commission or council, excepting the CCM.  The new wording is that the Board may “call up for review and criticism, and to request modification or revocation of, any action or policy” of such entities.


Another addition mandated by the resolution states:  “When opinions pertain primarily to business, legal, finance, civil rights, contracts or property matters, the [CCM] shall first consult with the Board of Directors and/or the Synod’s legal counsel.”


The resolution also:


* directs the Synod President and Board of Directors “jointly to appoint a committee to address the matter and report to the 2007 convention”; and


* overrules two resolutions adopted by the Board of Directors in November 2003 that said eight opinions of the CCM “are of no effect.”  Five of the eight CCM opinions define limits to the Board’s authority, and three deal with “ecclesiastical supervision.”  The convention resolutions used the same phrase, declaring now that the Board’s November 2003 resolutions are themselves “of no effect.”


Speakers who opposed the resolution questioned whether an appointed commission, such as the CCM, should have authority over the Board of Directors, whose members are elected by the convention.  Others were concerned about the corporate Synod’s vulnerability to lawsuits.


Those speaking in favor of the resolution said they felt the Board had “exceeded its authority.”  One delegate quoted his dying father’s request to the convention to “stop the stupid fighting.”


Dr. John Schuelke, former executive director of the Board of Directors and chief operating officer of the Synod, told delegates that the resolution “retains the present balance between the Boar

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