LCMS Convention Proceedings St. Louis, Missouri — 2004, Page 195

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LATE REPORT AND OVERTURES

issue binding opinions until overruled by a convention
of the Synod. Bylaw 3.183 d 2 specifically applies that
bylaw to the Board of Directors by limiting the authority of the Board where opinions of the Commission on
Constitutional Matters are concerned. This incongruity
in the Articles of Incorporation, Constitution, and Bylaws of the Synod has resulted in disagreement during
the current triennium and must be resolved.
The Board of Directors has asked the Commission
on Structure to propose to the 2004 convention of the
Synod the changes necessary to resolve this irregularity
in a manner that rightly abides by the laws of the state
while also honoring the interests of the Synod. The
Commission proposes the following Bylaw changes that
will enable the Synod to function in a manner that respects the interest of Missouri law in guarding the authority of boards of directors of non-profit corporations.
By advocating no change to the Synod’s Articles of Incorporation regarding ultimate authority, the historical
interest of the Synod in retaining ultimate authority in
its conventions is retained.

the Synod to address the financial, property, legal, and
other business affairs of the Synod. Also of concern is
whether Res. 7-02 is legally valid. It is the judgment of the
Board of Directors that it would be wise and prudent to
allow sufficient time for study, input, and reflection before
making the far-reaching structural changes proposed by
Res. 7-02.
Resolved, That the delegates, in convention, express
their strong concern regarding the effects of proposed Res.
7-02 on the Synod’s ability to address important financial,
governance, legal, and other business affairs of the Synod;
and be it further
Resolved, That the convention deems it desirable that
sufficient time first be given for study and input from all
concerned and therefore directs the President and Board of
Directors jointly to appoint a committee to address this
matter and report to the 2007 convention; and be it finally
Resolved, That in the interim the convention hereby
adopts Overture 7-27 as proposed by the Commission on
Structure in order to correct the current difficulty within
the Bylaws of the Synod.

PRESENT/PROPOSED WORDING
Resolved, That Bylaw 3.905 d be amended to read:
3.905 Functions
The commission shall…
…d. interpret the Synod’s Constitution, Bylaws,
and resolutions upon the written request of a member (congregation, ordained, or commissioned minister), official, board, commission, entity, or agency
of the Synod. Such a request may be accompanied
by a request for an appearance before the commission. An opinion rendered by the commission shall
be binding on the question decided unless and until
it is overruled by a synodical convention, except
when the opinion pertains to legal, property, and
business matters, in which case the opinion rendered shall be advisory;…
and be it further
Resolved, That Bylaw 3.183 d 2 be amended to read:
3.183 Authority of the Board
The Board of Directors shall…
…2. It shall have the right 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.

Ov. 7-27 (with change upon suggestion of
Commission on Structure)
To Reconcile Bylaws to Articles
of Incorporation and Missouri State Law
Rationale
The Articles of Incorporation of The Lutheran
Church—Missouri Synod provide that the Synod will
conduct its business as a non-profit corporation in the
State of Missouri in a manner not in conflict with the
laws of the State of Missouri (Articles VI and VIII).
Bylaw 3.183, “Authority of the Board,” accordingly provides that the Board of Directors of the Synod shall
have such powers and duties that have been accorded
to it not only by the Articles of Incorporation, Constitution, Bylaws, and resolutions of the Synod but also by
the laws of the State of Missouri (Bylaw 3.183 a).
In keeping with the laws of the State of Missouri,
the Synod elects a board of directors (Article of Incorporation V) to serve as the legal representative of the
Synod and to exercise supervision over the property,
business, and legal affairs of the Synod (Constitution
Article XI F; Bylaw 3.183). The law of the State of Missouri requires that the Board be allowed to function
with full authority in property, business, and legal matters, except when and to the extent that such authority
is specifically limited within the Articles of Incorporation of the Synod.
The Articles of Incorporation of The Lutheran
Church—Missouri Synod do, in effect, limit the authority of the Board of Directors by naming the conventions
of the Synod as its “ultimate authority.” Article of Incorporation IV states, “All officers, the Board of Directors of corporate Synod, and all corporations, boards,
and other subordinate bodies defined in [the Synod’s]
Constitution or Bylaws shall be responsible to the synodical convention which is the ultimate authority of the
corporation.” This is the only limitation of the authority
of the Board of Directors in the Synod’s Articles of Incorporation, which, according to Missouri law, is the
only place where such limitations may occur.
Two bylaws of the Synod are in conflict with provisions in Missouri law that guard the authority of boards
of directors of non-profit corporations. These two bylaws
permit an agency of the Synod, namely the Commission
on Constitutional Matters, to limit the authority of the
Board of Directors. Bylaw 3.905 d provides to the Commission on Constitutional Matters the authority to

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LCMS Board of Directors
L8-59

To Strengthen the Dispute
Resolution Process
WHEREAS, The Synod, in convention, has established and
stated the purpose of the dispute resolution process in
Bylaw Chapter VIII and again in the Rules of Procedure;
and
WHEREAS, Experience and use has shown that the synodical dispute resolution process can be modified and
strengthened to carry out better its purpose for the benefit
of all, particularly in the following areas:
a. Bylaw 8.05 and Rules of Procedure, 7 a,
b. number of and experience of synodical reconcilers
(Rules of Procedure 18),
c. a single reconciler being assigned to and working with
the informal efforts of reconciliation (Bylaw 8.07; Rules of
Procedure 7 a and 18),
d. number of members comprising the Dispute Resolution Panel (Bylaw 8.15; Rules of Procedure 19 b), and
2004 Convention Proceedings