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	July 14, 2004 .. LCMSNews -- 04-SC30-PR7

	Convention amends LCMS Articles, Bylaws
	to clarify officer, board responsibilities

	ST. LOUIS  By a 654 to 541 vote, the 62nd Regular Convention of
The Lutheran ChurchMissouri Synod Tuesday (July 13) adopted changes to
the Synods 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 Synods
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 Boards 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 Synods 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 Boards authority,
and three deal with ecclesiastical supervision. The convention
resolutions used the same phrase, declaring now that the Boards
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 Synods vulnerability to lawsuits.

	Those speaking in favor of the resolution said they felt the
Board had exceeded its authority. One delegate quoted his dying
fathers 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 Board of
Directors and the Commission on Constitutional Matters and should be
seen as an interim step in resolving some immediate concerns.
Additional study on the issues involved is welcomed by both parties, he
said.

	Leonard Pranschke, the Synods legal counsel, told delegates
that the resolution would not affect the Synods corporate status in the
state of Missouri.

	Pranschke said there are two different views on how the Synod
should operate. One gives the Board of Directors complete control, with
final authority over all decisions, including those made by individual
corporate Synod boards and commissions.

	The other model allows individual Synod boards to make their own
decisions and to work autonomously. This model, presented in Res. 7-02A,
provides for an arbiter, or referee, to decide questions of which board
or officer of the Synod is to have decision-making authority. That role
is served by the CCM under Res. 7-02A.

	You must pick the model you want, Pranschke told delegates.

	After the resolution was adopted, a motion was made to allow
Board of Directors Chairman Robert T. Kuhn to address the convention.
That motion was defeated, with a vote of 585 to 602.

	********************

	If you have questions or comments about this LCMSNews release,
contact Joe Isenhower Jr. at joe.isenhower@lcms.org or Paula Schlueter
Ross at paula.ross@lcms.org.

	********************

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