# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_September 30 2003_S7
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

Opinion: The responsibilities of the Board of Directors as described in Bylaw 3.183 have been discussed
in other opinions (see Opinions 03-2357 and 03-2358). With respect to the general authority of various
boards and commissions, Bylaw 1.07 d states: “Each board and commission or other agency that serves
the Synod or a District in a specific area of program or ministry in accordance with the Synod’s
Constitution and applicable Bylaws adopts programs in its assigned area of responsibility; administers the
programs and resources as provided or authorized by the Constitution and applicable Bylaws, or as
assigned by the respective convention or agency; and proposes modifications thereto. It also provides
program policies, as well as directions, for its staff and shall establish, together with staff, evaluation
criteria for its programs.”
An action of the Board of Directors dictating, as opposed to suggesting, how the unrestricted funds
allocated to a program board specifically are to be spent would be a usurpation of the prerogatives of the
Synod acting in convention to make bylaws designed to achieve its primarily ecclesiastical purposes by
delegating responsibility for management of synodical programs to synodical program boards created by
the Synod in convention to achieve the convention’s stated goals.
Question 3:

May the Board of Directors in the exercise of its constitutional mandate to supervise the
business affairs of the Synod “micro-manage” the policy, program, and other day-to-day
decisions of the program boards to which the Synod in convention has delegated such
responsibilities?

Opinion: While the Board of Directors is responsible to hold others accountable under Bylaw 3.183, the
Board of Directors is not authorized to “micro-manage” the policy, program, and other day-to-day
decisions of the program boards to which the Synod in convention has delegated such responsibilities.
Question 4:

May the Board of Directors require what in effect are unfounded mandates of the program
boards by not providing along with its requirements the funds to carry out those
requirements? Is this, in effect, order the same number of bricks but without providing any
straw (Ex. 5:6-8)?

Opinion: Please refer to the answers above.
203. Authority of the Board of Directors Over Restricted Funds (President’s Office) (03-2365)
In an e-mail letter received July 31, 2003, a pastor of the Synod pursues a question regarding President’s
Office expenses paid by restricted giving.
Question:

Does the Board of Directors of The Lutheran Church—Missouri Synod have fiscal review
and authority concerning restricted funds given to the President’s Office? May the Board of
Directors intervene if such spending is at odds with the purpose and objectives of the Synod?
Can the Board provide oversight on restricted funding? Can the Board stop such spending
with proper cause?

Opinion: The Constitution and Bylaws of the Synod give the Board of Directors broad authority in the
areas of fiscal responsibility, as outlined in Article XI F of the Constitution and Bylaw 3.183. Those
powers and responsibilities are subject to a number of restrictions. For example, “restricted funds” as
referenced in the question is understood to include gifts in trust, accepted by the Synod with particular
restrictions. If accepted, the trust provisions must be honored and the restrictions complied with.
With respect to restricted funds given to the President’s Office, the same principle applies. Bylaw 3.183 c
does include a general recognition of responsibility of the Board of Directors in the business and legal
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