LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 30, 2003, Page 3

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forth the relationship between the Synod and the Districts, including the manner in which the Synod
exercises its authority over the Districts. Bylaw 3.185 a 1 directs the Board of Directors 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 applicable 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 controlled by a District, the assets of such corporation shall be distributed 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 administration 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.
201. 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 distribute 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 available funds to the program boards, commissions, councils, and
departments of corporate Synod and to hold them accountable therefor. 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 Matters. Bylaw 3.183 f also provides the Board the responsibility to assure itself that audits
are performed by internal auditors or independent 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, entitled 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 required 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 purpose of the
corporation, to “unite in a corporate body the congregations of the Evangelical Lutheran Church….”
While the Synod could have adopted for its governance a corporate model, with power concentrated in a
board of directors, subject only to election or reelection every three years, the Synod instead chose as its
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