LCMS Convention Workbook St. Louis, Missouri — 2010, Page 253

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OPINIONS OF COMMISSION ON CONSTITUTIONAL MATTERS
action by the Board of Directors over against entities owned by Districts, such as a radio station or resource center.
Question 1: Since 1986 Resolution 1-12 explicitly delegated responsibility for the management of KFUO to the Board for
Communication Services, may the Board of Directors
of the Synod reverse that delegation and assume direct
control of the administration of KFUO under Bylaw
3.183 c?
Opinion: A general discussion of authority as between the Board of
Directors and various agencies and boards of the Synod is set forth
in Opinion 03-2358. The specific functions of the Board for Communication Services are set forth in Bylaw 3.813. Those functions
may be expanded by synodical resolution, as in the case of 1986
Resolution 1-12. Where an express delegation of authority has been
made by bylaw or resolution of the convention, the general authority of the Board of Directors under Bylaw 3.183 c (the Board is
“authorized to take on behalf of the Synod any action related to
such business and legal affairs which has not been expressly delegated … to other officers and agencies of the Synod”) is inapplicable. Rather, the authority of the Board of Directors in such
circumstances is under Bylaw 3.183 d 2, “to call up for review,
criticism, modification, or revocation any action or policy of a program board, commission, or council,” and under Bylaw 3.183 b,
to “communicate to the appropriate boards and commissions suggestions for improvement.” Absent a voluntary relinquishment of
authority from the Board for Communication Services to the Board
of Directors, the Board of Directors may not reverse the delegation
of authority as described.
Question 2: If the Board of Directors is able to do this, may it also
take over responsibilities for entities owned by the various Districts (such as our radio station and resource
center)?
Opinion: The division of the Synod into Districts was established
by Article XII of the Constitution. The procedure for the formation
and realignment of Districts is the subject of Bylaw 4.03. Bylaw
4.07 sets forth the relationship between the Synod and the Districts,
including the manner in which the Synod exercises its authority
over the Districts. Bylaw 3.185 a 1 directs the Board of Directors
to “delegate to District boards of directors the authority to buy, sell,
and encumber real and personal property in the ordinary course
of performing the functions which the District carries on for the
Synod in accord with general policies (which shall be applicable
to all Districts) established from time to time by itself or the Synod
in convention.” With respect to entities owned by a District, the
Bylaws provide in Bylaw 4.07 d that “upon dissolution of a District, all property and assets to which the District holds title or over
which it has control shall be transferred forthwith to the Synod or
to the Synod’s nominee. Upon dissolution of a corporation controlled by a District, the assets of such corporation shall be distributed to the District.” Article XII 12 indicates that “the Districts are
independent in the administration of affairs which concern their
District only, it being understood, however, that such administration shall always serve the interests of the Synod.” As such, the
Board of Directors may not take over responsibility for entities
owned by the various Districts.
See also the answer to Question 1.
Adopted September 30, 2003
Authority of Board of Directors to Direct Allocation of Funds
(03-2358)
In a letter received May 28, 2003, the Executive Director of the
Board for Higher Education/Concordia University System asked

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whether the Board of Directors has the authority to require the Board
for Higher Education/Concordia University System to distribute a
specified amount of allocated unrestricted dollars to other entities
under the direct supervision and oversight of the BHE/CUS Board.
Question: Does the Synod’s Board of Directors have authority to
“require” the Board for Higher Education/Concordia
University System to distribute a specified amount of
allocated, unrestricted dollars to other entities under
direct supervision and oversight of the BHE/CUS Board
(cf. Bylaws 3.183 d and 3.409 e)?
Opinion: In fulfilling its ecclesiastical purposes, the Synod in convention has identified the authority of the Board of Directors of the
Synod in Article XI F of the Constitution and Bylaw 3.183. With
respect to the financial affairs of the Synod and its entities, that
authority includes, under Bylaw 3.183 c, the responsibility for the
general management of the business and legal affairs of the Synod
and, under Bylaw 3.183 d, responsibility to allocate available funds
to the program boards, commissions, councils, and departments of
corporate Synod and to hold them accountable therefor. To perform
its function, the Board has the authority under Bylaw 3.183 d 2 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. Bylaw 3.183 f
also provides the Board the responsibility to assure itself that audits
are performed by internal auditors or independent certified public
accountants for the synodwide corporate entities, colleges and universities, seminaries, Districts, and Worker Benefit Plans.
The Lutheran Church—Missouri Synod is a church body, entitled
to the fullest autonomy allowed under the Constitution of the United
States. Historically, in order to hold title to property and conduct
civil affairs in a secular society, churches have been required in many
states to have a civil status as well as a religious status. To further its
primarily ecclesiastical functions, our Synod authorized the formation
of a civil entity known as The Lutheran Church—Missouri Synod,
incorporated under the civil laws of the State of Missouri. The Articles
of Incorporation of The Lutheran Church—Missouri Synod reference
the Bylaws and Constitution of the Synod no less than seven times
each and identify the purpose of the corporation, to “unite in a corporate body the congregations of the Evangelical Lutheran Church. …”
While the Synod could have adopted for its governance a corporate model, with power concentrated in a board of directors, subject
only to election or reelection every three years, the Synod instead
chose as its church governance structure a system which places ultimate authority in its members in convention assembled, very much
consistent with the pre-incorporation polity of the Synod. In fulfilling
its function as “church,” the Synod has determined in convention to
establish boards and commissions as the best way to carry out various church purposes and functions, as it reserved the right to do in
Article VII of the Articles of Incorporation. Bylaw 3.01 indicates
that the Synod in convention “establishes general synodical positions and policies, provides overall program direction and priorities,
and evaluates all such positions, programs, policies, directions, and
priorities in order to provide responsible service for and on behalf of
its members.” The Synod has chosen to allocate duties, powers, and
responsibilities among various officers, boards (including the Board
of Directors of the Synod), and commissions, holding each ultimately
responsible to the national convention of the Synod (Bylaw 3.73).
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