LCMS Convention Workbook St. Louis, Missouri — 2004, Page 370

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370 OPINIONS OF COMMISSION ON CONSTITUTIONAL MATTERS

Confessional Statement and Voting Rights
(03-2356; 03-2356A)

In letters dated May 30 and May 31, 2003, a District President
and a parish pastor asked similar questions regarding the voting
rights of those who have signed certain documents or have declared
themselves no longer in fellowship with other members of the
Synod.

Question 1: Can signers of these documents (“That They May
Be One” and “Keller Resolution”) be voting delegates at conven-
tions, or have they removed themselves from this particular right
and privilege by signing such documents?

Opinion: The Commission has answered this question in Opin-
ion 03-2352, which is included in these minutes.

Question 2: Are individuals/congregations who have declared
themselves to be no longer in fellowship with other members of
the Synod constitutionally authorized to sit as delegates at synodi-
cal, District, and Circuit conferences and conventions? If so, under
what parameters and guidelines? If not, with what recourse for con-
gregational/pastoral participation?

Opinion: Individuals and congregations continue to be mem-
bers of the Synod until such time as their membership is termi-
nated. Individual members on suspended status are relieved of cer-
tain rights and privileges during the period of suspension (Bylaw
2.25 c). Congregations on suspended status continue to hold all
rights and privileges because the Bylaws provide no limitations.
The Bylaws also do not provide additional parameters and guide-
lines.

Adopted Aug. 15-16, 2003

Authority of the Board of Directors
re Radio Station KFUO (03-2357)

In a letter received June 9, 2003, a District President questioned
the right of the Board of Directors of the Synod to assume direct re-
sponsibility for the operation of KFUO radio in light of past con-
vention actions. He also inquired regarding the possibility of a sim-
ilar action by the Board of Directors over against entities owned
by Districts, such as a radio station or resource center.

Question |: Since 1986 Resolution 1-12 explicitly delegated re-
sponsibility for the management of KFUO to the Board for Com-
munication Services, may the Board of Directors of the Synod re-
verse 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 gen-
eral authority of the Board of Directors under Bylaw 3.183 c (the
Board is “authorized to take on behalf of the Synod any action re-
lated to such business and legal affairs which has not been ex-
pressly 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, crit-
icism, modification, or revocation any action or policy of a pro-
gram board, commission, or council,” and under Bylaw 3.183 b, to
“communicate to. the appropriate boards and commissions sugges-
tions for improvement.” Absent a voluntary relinquishment of au-
thority 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 Dis-
tricts (such as our radio station and resource center)?

Opinion: The division of the Synod into Districts was estab-
lished by Article XII of the Constitution. The procedure for the for-
mation and realignment of Districts is the subject of Bylaw 4.03.
Bylaw 4.07 sets forth the relationship between the Synod and the

2004 Convention Workbook

Districts, including the manner in which the Synod exercises its au-
thority over the Districts. Bylaw 3.185 a | directs the Board of Di-
rectors 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 applica-
ble 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 con-
trolled by a District, the assets of such corporation shall] be distrib-
uted 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 administra-
tion 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 Sept. 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
whether the Board of Directors has the authority to require the
Board for Higher Education/Concordia University System to dis-
tribute 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 avail-
able funds to the program boards, commissions, councils, and de-
partments of corporate Synod and to hold them accountable there-
for. 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 Mat-
ters. Bylaw 3.183 f also provides the Board the responsibility to as-
sure itself that audits are performed by internal auditors or inde-
pendent 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, enti-

_tled 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 re-
quired 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 pur-
pose of the corporation, to “unite in a corporate body the congre-
gations of the Evangelical Lutheran Church....”

While the Synod could have adopted for its governance a cor-
porate model, with power concentrated in a board of directors, sub-
ject only to election or reelection every three years, the Synod in-
stead chose as its church governance structure a system which