LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — June 23, 2003, Page 3

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In a letter received April 7, 2003, a voters assembly of a member congregation of the Synod offered “An
Appeal to the [Commission] on Constitutional Matters of The Lutheran Church—Missouri Synod to
Declare Invalid Opinions 02-2296; 02-2320; and 02-2309,” expressing concern that these opinions leave
the supervised member free from responsibility or accountability and thereby change the public nature of
the Synod.
The Commission deferred action on these requests until its next meeting.
163. Theological Questions Associated with Ecclesiastical Supervision (03-2339)
With a letter received February 27, 2003, a pastor of the Synod provided to the Commission a copy of a
letter he sent to the Commission on Theology and Church Relations raising theological questions
prompted by recent Commission on Constitutional Matters’ opinion pertaining to ecclesiastical
supervision and conflict of interest. The Commission acknowledged receipt of the letter and its request to
the Commission on Theology and Church Relations.
164. Board of Directors Appointment Responsibilities (03-2340)
In an e-mailed letter received February 28, 2003, an emeritus pastor of the Synod reminded the
Commission of Bylaw 3.75 and questioned the right of the Board of Directors of the Synod to appoint its
own members to the boards of synodwide corporate entities.
Question:

Is it in harmony with the Bylaws of the Synod for the Board of Directors to appoint any of its
own members to the boards of these corporate entities (Concordia Historical Institute;
Concordia Publishing House; Concordia University System; The Lutheran Church Extension
Fund—Missouri Synod; and The Lutheran Church—Missouri Synod Foundation)?

Opinion: The answer to the question as stated is no. It is recognized that Bylaw 3.75 a states, “No one,
either in the Synod or in a District, or between the Synod and a District, shall hold more than one elective
office; or more than two offices, although one or both be appointive; or ever hold two offices of which
one is directly responsible for the work done by the other.” It would be improper for an elected member
of the Board of Directors to also be a member of the governing board of a synodwide corporate entity
because of the oversight responsibility of the Synod’s Board of Directors (Art. XI F 2; Bylaw 3.183). The
Constitution and Bylaws of The Lutheran Church—Missouri Synod do not authorize the Synod’s Board
of Directors to appoint members to the governing boards of any of the synodwide corporate entities.
The Commission calls attention to the fact that in three of the corporate entities of the Synod the
membership of the entity differs from the governing board of the entity. There is membership of the
Concordia University System (Bylaw 3.405) and membership of its board (Bylaw 3.407). The Bylaws of
the Synod also make a distinction between Members of the Lutheran Church Extension Fund—Missouri
Synod (Bylaw 3.501 a) and the Board of Directors of the Lutheran Church Extension Fund—Missouri
Synod (Bylaw 3.501 c). Members of The Lutheran Church—Missouri Synod Foundation (Bylaw 3.603 a)
are also to be distinguished from the Board of Trustees of The Lutheran Church—Missouri Synod
Foundation. Being a “Member” of these entities is not the same as being a member of the governing
board of the entities.
The Commission makes note of the following: The Synod’s Board of Directors makes no regular
appointments to the following corporate entities: Concordia Historical Institute (Bylaw 3.203) and
Concordia Publishing House (Bylaw 3.301). The Board of Directors of The Lutheran Church—Missouri
Synod appoints one group of Members to the corporate entity of Concordia University System, but the
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