# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_April 1 2 2016_S5
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

The Bylaws of the Synod also state:
3.3.4

The Board of Directors of the Synod is the legal representative of the Synod and the custodian of all
the property of the Synod….

3.3.4.4 The Board of Directors shall be responsible for the general management of the business and legal
affairs of the Synod….

This is a direct corollary to the Synod’s Bylaw 4.5.1 (b) for districts:
4.5.1

Each district shall elect a board of directors….
…
(b) [The district’s board of directors] shall be vested with the general management and supervision
of the district’s business and legal affairs and shall adopt policies and require procedures which
assure that said management and supervision is effected….

This is in contrast to the Michigan District’s policy manual, which requires the president of the district
rather than the board of directors to be generally responsible for management and supervision, as in
policy 3.6.1 of the manual where it states:
3.6.1

The president shall not allow the organization to operate without an ongoing assessment of needed and
preventative maintenance to the facilities and property and required insurance of at least 80%
replacement value.

The commission’s interpretation of this provision is that the Michigan District is delegating its board of
directors’ responsibility to manage and supervise the district’s property to the district president. This shift
in roles is further illustrated in the district’s use of the word “steward,” regarding which Opinion 15-2770
stated, “[T]he commission asks that the district board of directors give particular attention to its statement
of its primary responsibility in policy section 1.6 in light of Constitution Art. XI E and bylaws such as
Synod Bylaw 4.5.1, including its use of the term ‘steward,’” as follows:
1.6 STEWARDS
The primary responsibility of the Board of Directors of the Michigan District is to represent the interests of the
stewards of the Michigan District. In order of precedence, the Michigan District Board of Directors perceives
the stewards of the Michigan District to consist of: 1. our Lord God, 2. the individual member congregations of
the District, 3. Ministers of religion ‐ ordained and commissioned of the District, 4. the Michigan District in
Convention, and 5. The Lutheran Church–Missouri Synod in Convention.

The above quoted paragraph does not comply with Synod’s Constitution Art. XI E 2, which states, “The
Board of Directors is the legal representative of the Synod. It is the custodian of all the property of the
Synod… It shall exercise supervision over all the property and business affairs of the Synod except in
those areas where it has delegated such authority to an agency of the Synod….” This is applied to districts
by Bylaw 4.5.1 (b) and (c) [see also Bylaw 4.1.1 above], in that the “primary responsibility” of the board
of directors is to serve as the legal representative and custodian of all the property.
To that end, the district board of directors is to “…adopt policies and require procedures which assure that
said management and supervision is effected” (Bylaw 4.5.1 [b]). Said management and supervision
applies to the board of directors and is not a license to alter the role or add duties to the district president.
The previous opinion (15-2770) referred to the term “stewards.” This term is not found in the Synod’s
Constitution and Bylaws, is subject to various meanings, and its use by the Michigan District is unknown
to the commission. Because the meaning is unknown and is not found in the Synod’s Constitution and
Bylaws, the term does not comply with the Synod’s Constitution and Bylaws.
Opinion 15-2770 noted that the Michigan District’s policy manual “has altered the office of the district
president to an office other than described in the Synod’s Handbook as one primarily of ecclesiastical
supervision (Constitution Art. XII 6–9; Bylaw section 4.4, et al.).” Overall, it appears to the commission
CCM Minutes – April 1–2, 2016 – Page 119