LCMS Convention Workbook St. Louis, Missouri — 2010, Page 275

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OPINIONS OF COMMISSION ON CONSTITUTIONAL MATTERS

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ting. Grammar, logical discourse, word meaning, and word usage are
of utmost importance.
Intended sense, recognizing that the author intended one, simple, seminal, certain, literal, ordinary, natural sense—not several meanings.
Immediate context, noting the “passages,” titles, subtitles, and section(s)
immediately surrounding the text.
Broader context, taking into consideration the entire chapter and/or
document and its interrelationship with the text in question.
Self-interpretation, allowing the governing document to interpret itself
and its parts.
Unity, recognizing the overall polity of the Constitution, Bylaws, and
resolutions of the Synod and their unity of authorship, content, function, and purpose.
Constitutional priority, allowing the Constitution of the Synod to control and supersede the Bylaws and all other rules and regulations.
Clarity, granting that a text’s clarity or lack thereof may be due to the
blindness of the interpreter (“The sun is not less bright because a blind
man cannot see it”—Gerhard).
History, taking into consideration the genesis and historical context of
a passage from the Constitution, Bylaws, or resolutions of the Synod.

3. Understanding the Use of Research by the Commission before
Arriving at an Opinion/Interpretation
The commission is careful to utilize, as much as possible, basic
and thorough research before arriving at its opinions. Such research
includes in every case:
• The handbooks of the Synod, past and present. The first English language Handbook was produced and published in 1924. A collection
of handbooks is maintained in the Office of the Secretary and is consulted regularly.
• Convention workbooks and proceedings to study resolutions past and
present—their origin and intended purpose. A collection of workbooks
and proceedings is maintained in the Office of the Secretary and is consulted regularly.
• All relevant CCM opinions from 1965 to the present, honoring their
binding nature while noting relevant constitution and bylaw changes/
amendments since they were issued. Members of the CCM have access
to an electronic collection of CCM minutes from 1965 to the present.

Adopted Oct. 31–Nov. 1, 2009
Authority re Sale of Synod Assets (09-2564)
In an August 11, 2009, letter, a member of the Synod submitted a
series of questions relating to information that was then beginning to
be made public about a potential sale of the KFUO radio station or one
of its licenses. The member identified some of the prior decisions of
the CCM, including CCM Opinion 03-2357, which addressed issues
relating specifically to KFUO and the involvement of the Board of
Directors (BOD).
Following receipt of the questions, the CCM, pursuant to Bylaw
3.9.2.2 (b), notified both the chairman of the BOD and the chairman
of the Board for Communication Services (BCS) of the questions
submitted. A response and input was received from both the BOD
and the chairman of the BCS. In addition, following the commission’s
August 29–30 meeting, during which public announcements began
to be made through the Synod’s news and information services about
a potential sale, the CCM notified the Synod’s legal counsel of the
questions before the commission and received her input. Members of
the BOD and the CCM were also able to meet and discuss the issues
during recent overlapping meetings.
Question 1: Does the BOD have the authority to sell the KFUO
station licenses?
Opinion: The simple answer to the question is “yes,” the BOD
does have the authority to sell the KFUO FM license. Article XI F

275

2 of the Synod’s Constitution defines the general authority of the
BOD as follows:
2. The Board of Directors is the legal representative of the Synod. It
is the custodian of all the property of the Synod, directly or by its
delegation of such authority to an agency 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 or where the voting members of the Synod
through the adoption of bylaws or by other convention action have
assigned specific areas of responsibility to separate corporate or trust
entities, and as to those the Board of Directors shall have general
oversight responsibility as set forth in the Bylaws.

This authority is mirrored in Bylaws 1.4.41 and 3.3.5. While 1986
Res. 1-12 delegated responsibility and authority to the BCS (through
its Standing Committee on Broadcast) to “manage and operate the
business and affairs of broadcast facilities owned by the Synod,”
neither that nor any other resolution of the Synod has restricted the
authority of the BOD to sell the license in question.
Question 2: Does the Board for Communication Services (BCS)
have any input or authority in such a decision?
Opinion: The Board for Communication Services has input in such
a decision, but not authority. The BCS has those responsibilities
and that authority granted under Bylaw 3.8.5ff. and as described
for each program board under Bylaw 1.2.1 (o), authority for “developing policies and programs for an operating function of the
Synod and supervising their implementation.” In Opinion 98-2094,
the CCM previously recognized that the concept of parallel management structure of the Synod prevented the BOD from assuming
the management responsibility of the “production facilities” of the
Synod, which the Synod in convention placed under the supervision of the BCS, a position that was reasserted in Opinion 03-2358.
The same analysis would apply to the management of the FM license in question. As the BOD performs its mandated review, coordination, and consultation functions under Bylaws 3.3.5.32 and
3.3.5.5 (a) (2)3, it will of necessity consider the input of the BCS
board and others on the ability of that agency to fulfill its mandated
functions without an asset currently being managed and operated
by that agency.
Question 3: Should a decision to sell an “instrument of delivery”
used by the BCS to carry out a “designated function”
be a decision of a convention of the Synod, since it was
the Synod in convention that approved the following
directive:
3.8.5.2 The Board for Communication Services shall provide
resources to the various boards, commissions, congregations, and other agencies of the Synod … (a) It shall
provide creative ideas and information along with program, production facilities, and other assistance for print
and electronic media. (Emphasis added by questioner)
While the decision may be submitted to the Synod in convention,
unless the Synod reserves to itself or otherwise restricts the right to
sell an asset, the Board of Directors as legal representative of the
Synod has that power. Whether the FM license of KFUO is an asset
which is sold or continues to be managed by the BCS, the BCS will
continue to have the responsibility to fulfill the duties assigned by
the quoted bylaw. The continued ability of an agency to fulfill its
convention-mandated responsibilities without an asset whose management has been entrusted to that agency by the Synod in convention
is a necessary issue which the BOD, in its fiduciary responsibility to
honor the will of the Synod, must consider in exercising its discretion
to sell any asset, including the license in question.

2010 Convention Workbook

2010 Convention.indb 275

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