# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_January 28 2004_S3
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

Church-Missouri Synod.” By this disclosure in the Articles of Incorporation themselves, the Synod has
given notice to the world of its intent to operate as a church body and pursuant to its Constitution and
Bylaws.
The Constitution of the Synod, Article X, describes its officers as “1. A President; 2. Vice-Presidents, in
line of succession, as prescribed by the Bylaws; 3. A Secretary; 4. A Vice-President−Finance—Treasurer
not in line of succession; 5. A Board of Directors; 6. Other officers, as specified in the Bylaws.” Article
XI of the Constitution is entitled “Rights and Duties of Officers.” Contained within that article are the
description of the duties of the President, the duties of the Vice-Presidents, the duties of the Secretary, the
duties of the Vice-President−Finance—Treasurer, and the duties of the Board of Directors.
In a traditional sense, an officer is an individual and not a board or other entity. However, in the context
of the structural organization of the LCMS, the Synod has chosen to identify the Board of Directors
collectively as an officer of the Synod. Since the Synod has chosen to reserve to itself ultimate control of
its affairs, such a designation is consistent with the concept that an officer is chosen by the controlling
authority of a corporation or other legal entity to perform specific functions within certain defined
limitations, as is the case with the Board of Directors. It is also consistent with the Synod’s designation
of the President under Article XI of the Constitution as having supervision regarding the doctrine and
administration of the officers of the Synod. As such, the Board of Directors of The Lutheran Church—
Missouri Synod, both in its identification in the Constitution and by identification of its function, within
the church is in fact collectively an officer of the Synod.
There are no provisions in the Constitution or Bylaws of the Synod that give any authority or defined
duties to the individual members of the Board of Directors. Reference is always made to the Board of
Directors as a unit. As an example, Bylaw 3.183 addresses the authority of the Board of Directors, and
Bylaw 3.185 addresses the power of the Board of Directors with respect to the property of the Synod.
These bylaws clearly refer to the Board of Directors as a unit and not individual members of the Board of
Directors. Further, as pointed out above, Article X of the Constitution, in designating the individual
officers of the Synod, refers to “A Board of Directors,” and does not use language that could be
interpreted to mean the individual members of the Board. Accordingly, the individual members of the
Board of Directors of the Synod are not officers of the Synod.
It is therefore correct to assert that the Board of Directors collectively is an officer of the Synod, but it
would not be correct to recognize the individual directors as individual officers of the Synod.
Question 2:

The LCMS Board of Directors has declared that it “cannot agree with or accept” certain
official opinions of the CCM and that such opinions “are of no effect.” In such an instance
of an apparent conflict between a BOD resolution and a CCM opinion, what, if any,
specific directive of the Synod resolves such a conflict while honoring and upholding
specific provisions of the synodical Bylaws, including Bylaw 3.183 d and d 2 (“Authority
of the Board of Directors”): “to the extent of its responsibilities relative to the general
management and supervision of the business and legal affairs of the Synod….[it] shall have
the right to call up for review, criticism, modification, or revocation any action or policy of
a program board, commission, or council, except opinions of the Commission on
Constitutional Matters”; and Bylaw 3.905 d: “An opinion rendered by the commission shall
be binding on the question decided unless and until it is overruled by a synodical
convention”?

Opinion: The questioner correctly points out the two primary, relevant provisions of the Bylaws. In order
to understand these bylaw provisions, it is helpful to review the development of the Board of Directors, as

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