# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_October 16 18 2005_S9
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

(underline added). In all cases at least one-fourth of the member congregations must
register their vote.
Note that only in the limited circumstance that the matter is related to “business affairs” must the
President even consult with the Board of Directors.
In interpreting the Constitution and Bylaws of the Synod, the Synod’s primary purpose of serving its
ecclesiastical purposes influences very strongly the balance that must be made and the factors that must
be considered in determining whether an issue is truly one primarily of “property and business” concern
for which the Board has primary responsibility or whether it is more accurately recognized as an
ecclesiastical function, responsibility, and authority which is more likely to be delegated by the Synod to
its ecclesiastical supervisors such as the President and district presidents or to one of its program boards
or commissions. The language and grammar of a single sentence or phrase in one sentence or section of
the Synod’s governing documents must also be considered in light of those documents as a whole and the
governance structure of the Synod as a whole.
As implied in the Board’s question, the Synod has recognized that some person or group within the Synod
must have the authority and responsibility for carrying out the day-to-day management of its property.
That authority has been delegated to the Board of Directors, again subject to limitations. Expanding on
the discussion above, for example, the Board must under Bylaw 3.3.5.5 “allocate available funds to the
program boards, commissions, councils, and departments of corporate Synod and hold them responsible
therefor.” Having allocated those funds and thereby delegated responsibility for the use and management
of those funds, however, the Board has not been authorized to manage the day-to-day functioning of the
boards, commissions, or other entities of the Synod to whom those funds are allocated. Rather, the Board
continues to “have general oversight responsibility as set forth in the Bylaws.” Opinions 03-2357, 032358, 03-2359, and other prior opinions of the Commission cited in the challenged opinion support this
position.
Question 3: The Board’s third question addressed the breadth of Opinion 04-2409:
The question presented to the Commission on Constitutional Matters in Opinion 04-2409
is whether a failure to pass Amendment A will impact the implementation or validity of
any other resolutions passed by the 2004 convention of the Synod. This answer given by
the Commission is “no.” By its answer the Commission infers that all other resolutions or
changes to the Bylaws adopted by the 2004 convention are valid. This is contrary to the
past practice of the Commission, which restricted its opinions to specific issues and
specific resolutions as well as specific changes to the Constitution and Bylaws. In
Opinion 04-2409 the Commission, with a broad statement, validates all resolutions and
bylaw changes made by the 2004 convention which in any way relate to Article XII F 2
and, to some extent, forecloses itself from examining specific issues in the future which
find their genesis in resolutions and bylaws adopted at the convention.
Opinion: The Board’s concern is at least in part well taken. The answer provided in Opinion 04-2409 was
broader than required and could have been more clearly drafted. The Commission cannot anticipate in
advance every circumstance or challenge that might be raised as to the impact of each resolution of the
2004 convention, and certainly not without examining each individual resolution. It would be
unmanageable to attempt in advance and without context to consider each of the more than forty
resolutions in that regard. In a broad sense, the answer given in Opinion 04-2409 represents an
acknowledgment that the Commission’s prior opinions as referenced in Opinion 04-2409 do support the
proposition that the passage or failure of Resolution 7-21 would not change those prior opinions, which
opinions were expressly and vigorously challenged in overtures to the convention. None of the opinions

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