# LCMS Convention Proceedings_St. Louis Missouri_2007_S173
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

LATE REPORT
the outside legal opinions requested by the Board of Directors. The convention also was not made aware of the contribution of the 1995 Blue Ribbon Task Force that specifically
put into place some of the bylaw provisions for which
change was being proposed, those provisions to clarify
Board of Directors authority, especially in its relationship
to corporate Synod boards and commissions.
In adopting Resolution 7-02A, the convention:
1. Amended the Articles of Incorporation of the Synod, especially “Article V Officers,” specifically limiting Board of
Directors authority and duties to the extent that they are
delegated by the Constitution and Bylaws to other officers
and agencies;
2. Amended Bylaw 1.07 c [current Bylaw 1.4.4] regarding the
responsibilities and authority of the Board of Directors and
the delegation of authority and duties by the Articles of Incorporation, Constitution, Bylaws, and resolutions of the
Synod to other officers and agencies;
3. Amended Bylaw 3.51 c [current Bylaw 1.2.1 (c)] regarding
the definition of “corporate Synod” to acknowledge the
Synod’s “responsibility to be subject to civil authority” while
also retaining “all authority and autonomy allowed a church
under the laws and Constitution of the United States and
the State of Missouri”;
4. Amended Bylaw 3.183 d 2 [current Bylaw 3.3.5.5 (a) (2)] regarding Board of Directors authority with regard to actions
or policies of a program board, commission, and council; and
5. Amended Bylaw 3.905 [current Bylaw 3.9.2.2 (b)] regarding
Commission on Constitutional Matters functions, requiring
the Commission’s consultation with the Board of Directors
or legal counsel when providing opinions pertaining “primarily to business, legal, finance, civil rights, contracts, or
property matters.”

In addition, the convention adopted Resolution 7-21,
which approved an amendment to paragraph 2 of Article XI
F of the Synod’s Constitution. In accordance with the provisions of the Constitution of the Synod relative to making
amendments thereto, the proposed amendment was submitted to the voting congregations of the Synod for ratification.
In writing, both the chairman of Floor Committee 7 of the
2004 convention and also the Board of Directors advised the
congregations of the Synod regarding this constitutional
amendment. The floor committee chairman encouraged ratification of the action (approved by 70 percent of the voting
delegates) and the Board of Directors discouraged ratification of this constitutional amendment (adopted without debate), both offering opposing viewpoints about its effect on
the authority of the Board of Directors. The amendment
failed to receive the required two-thirds majority of the congregational votes cast and thus was not ratified.
Following its formation after the 2004 convention, the
7-02A Committee sought and received advice from current
legal counsel (Thompson Coburn). This opinion, in general
agreement with the Bryan Cave and Armstrong Teasdale
opinions, acknowledges the absence of not-for-profit Missouri case law but references case law from other states. It
identifies the principles most likely to be followed by Missouri courts and advises that the 2007 convention of the
Synod take certain actions essentially to reverse a number
of the actions taken by the 2004 convention in Resolution 702A.

173

The 7-02A Committee carefully considered this advice,
recognizing that many in the Synod, including delegates to
both the 2004 and the 2007 conventions, could be confused
by what basically amounts to two consecutive conventions
coming to two different conclusions on the same topic. Such
confusion would not be minimized by decisions made at the
convention primarily on the basis of the reception of conflicting advice from two different law firms representing the
LCMS, both of which were properly chosen at different
times to provide legal counsel to the Synod.
A Desire for Clarity and Consensus
The committee sincerely desires to provide the Synod,
especially the delegates to the 2007 convention, with as
much clarity regarding “the matter” to be addressed by the
committee as possible. In addition, the committee sincerely
desires to present proposed solutions to resolve the issues
still in question in a way that takes into consideration and
is sensitive to the perspectives of key leaders of the LCMS.
In that regard, before finalizing its report, the committee
felt it both necessary and appropriate to seek input and
counsel from the following:
• The Board of Directors
• The Council of Presidents
• The Commission on Constitutional Matters
• The Synod’s current legal counsel
• The Synod’s former legal counsel
• Representatives from 2004 Convention Floor Committee 7
It is clear from the responses received that consensus,
which the committee believes would be most desirable for
the sake of unity and harmony in the Synod, has not been
achieved on several of the recommendations offered in the
first draft of the committee’s report. The committee offers
this final report to inform the Synod of its review of “the
matter” assigned to the committee by Resolution 7-02A. In
addition, this report proposes amendments to the governing documents of the Synod affirming and building upon
the actions of the 2004 convention in Resolution 7-02A.
Recommendations from the 7-02A Committee
In consideration of the information presented above, the
7-02A Committee recommends that the amendments listed
below be made by the 2007 convention to the Bylaws and
Articles of Incorporation of the Synod regarding “the matter” referenced in 2004 Resolution 7-02A. It is the committee’s prayer that this report and approval of its recommendations by the 2007 convention will allow the Synod to
proceed with its far more important business of sharing the
Gospel of Jesus Christ with an unbelieving world in need
of the great news of forgiveness of sins, life, and salvation
through faith in Christ alone!

—I—
Re: Articles of Incorporation:
“Article V Officers”
The 2004 convention of the Synod added the following
second paragraph to Article V of the Synod’s Articles of Incorporation:
2007 Convention Proceedings