LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — June 10-11, 2002, Page 1

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MINUTES
COMMISSION ON CONSTITUTIONAL MATTERS
June 10-11, 2002

36. Call to Order
Chairman Walter Tesch called the meeting to order. All members were present except Norman
Sincebaugh who was absent due to illness. He provided an update on Reverend Sincebaugh’s health
condition and led the Commission in prayer. He called attention to the updated list of agenda items and
suggested an order of business. Discussion followed regarding the role of the Secretary when questions
are being addressed that are closely related to his other board and commission responsibilities.
37. Questions re Board of Directors and Board for Communication Services Relationship (02-2259)
In letters dated February 20 and 28, 2002, the chairman of the Board for Communication Services and a
pastor of the Synod questioned the right of the Board of Directors to adopt its February 1, 2002
resolution, “To Bring Publicity to an Immediate Halt.” The Commission offers the following responses to
the questions submitted.
Question 1:

“In light of the limitations placed on the jurisdiction of the Board of Directors to the
supervision of property and business affairs of the Synod (Const. Art. XI F 2; cf. Bylaw
1.07 c), has the Board of Directors by its resolution usurped the authority given to the
President by the Constitution and Bylaws? Does the assertion of the Board of Directors in
this issue vitiate the power of the President to carry out the responsibilities given him by
the Constitution (Art. XI B 1, 2, 3 and 4) and Bylaws (Bylaw 3.101), since this issue is
ecclesiastical and theological in nature? Does the Board of Directors exceed its jurisdiction
and authority to act in light of Art. XI B 1, 2, 3 and 4 when it orders the President of the
Synod not to distribute information that he is not otherwise restricted by Bylaw or
convention resolution from distributing?”

Opinion: Article XI F defines the constitutional role and duties of the Board of Directors and its
authority. Bylaw 1.07 c reaffirms its status as legal representative and custodian of all property of the
Synod and its responsibility for the general management of the business affairs of the Synod. Bylaws
3.183 to 3.189 further elaborate on those issues. The Board of Directors has those “powers and duties
which have been accorded to it by the Articles of Incorporation, Constitution, Bylaws, and resolutions of
the Synod” (Bylaw 3.183 a) and is required to “provide for the coordination of the policies and directives
authorized by the Constitution, Bylaws, and resolutions of the Synod, evaluate plans and policies, and
communicate to the appropriate boards and commissions suggestions for improvement” (Bylaw 3.183 b).
It is “responsible for the general management of the business and legal affairs of the Synod and is
authorized to take on behalf of the Synod any action related to such business and legal affairs which has
not been expressly delegated by the Constitution, Bylaws, and resolutions of the Synod to other officers
or agencies of the Synod, and as to those it shall have general oversight responsibility” (Bylaw 3.183 c).
To the extent of its responsibilities relative to the general management and supervision of the business
and legal affairs of the Synod, or as required by Resolution 7-03C of the 2001 convention, such
management and supervision includes “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” (Bylaw 3.183 d 2). The Board is also required to “allocate
available funds to the program boards, commissions, councils, and departments of corporate Synod and
hold them accountable therefore” (Bylaw 3.183 d).