# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_November 28 29 2005_S3
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

Opinion:
Ecclesiastical Authority of the Board of Directors
As reflected in Opinion 05-2434 (see minutes of the Commission’s October, 2005 meeting), the precise
limits of the authority of the Board of Directors cannot be delineated in the abstract. As suggested in that
opinion, the primary responsibilities of the Board are in the areas of business, property, and legal affairs,
including general oversight responsibility for all the business and property of the Synod.
According to Bylaw 3.3.5.4: “The Board of Directors shall be responsible for the general management of
the business and legal affairs of the Synod…” Bylaw 3.3.1.1 states: “As the chief ecclesiastical officer of
the Synod, the President shall supervise the doctrine taught and practiced in the Synod, including all
synodwide corporate entities.” And Bylaw 3.3.1.1.1 states: “The President of the Synod has ecclesiastical
supervision of all officers of the Synod and its agencies, the individual districts of the Synod, and all
district presidents.”
Essentially, the basic issue raised in these three questions is whether the Board of Directors has
responsibility and authority with regard to ecclesiastical matters. If it has any such authority, such
authority does not derive from Article XI F of the Constitution, under which the Board has been delegated
authority with respect to property and business affairs of the Synod. The Bylaws of the Synod are
similarly not the source of any such authority or responsibility. The authority granted under Bylaw 3.3.5,
the general grant of authority to the Board of Directors, again imposes responsibilities with respect to the
general business affairs of the Synod but does not provide any general grant of ecclesiastical authority.
Rather, the Bylaws give different measures of the ecclesiastical authority and/or responsibility to many
others, including the President under Bylaws 3.3.1.1 and 3.3.1.3, the district presidents under Bylaw
section 4.4, and those involved in the termination of membership processes described in Bylaw sections
2.13 through 2.17. Various ecclesiastical purposes of the church are also assigned to some of the Synod’s
program boards and commissions including, for example, the Board for Pastoral Education, the Board for
Communication Services, the Commission on Doctrinal Review, and the Commission on Theology and
Church Relations.
The Synod also delegates authority through resolutions of its conventions. In adopting such resolutions,
the Synod has often recognized the distinction between business issues and those of an ecclesiastical
nature. For example, as recognized in Opinion 02-2259, 2001 Resolution 7-03C charged the President and
Board of Directors with specific responsibilities to see to it that the Constitution and Bylaws of the Synod
are observed but directed that, when a failure to comply with the Constitution and Bylaws is discovered,
the President or Board of Directors, whichever is charged with supervision or oversight, shall act to
correct such failure to comply as quickly as possible. Here, any failure of the Board for District and
Congregational Services regarding doctrinal issues would fall under the responsibility of the President.
Analysis of the Challenged Resolution
It is not the responsibility or authority of the Commission on Constitutional Matters in general to review
resolutions of the Board of Directors. The question presented, however, asks the Commission to interpret
the Constitution, Bylaws, and resolutions of the Synod to evaluate whether an action of the Board of
Directors is consistent with them. Unfortunately, the resolution of the Board is fairly brief. Both whereas
clauses refer to doctrine and practice and to theological positions or articulations. If there are concerns
regarding theological issues relating to the LCMS National Youth Gatherings or, for that matter, any of
the other programs operated by the various boards and commissions of the Synod, those issues must be
addressed by the appropriate ecclesiastical supervisors and those charged by the Synod with the
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