LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 30, 2003, Page 4

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church governance structure a system which places ultimate authority in its members in convention
assembled, very much consistent with the pre-incorporation polity of the Synod. In fulfilling its function
as “church,” the Synod has determined in convention to establish boards and commissions as the best way
to carry out various church purposes and functions, as it reserved the right to do in Article VII of the
Articles of Incorporation. Bylaw 3.01 indicates that the Synod in convention “establishes general
synodical positions and policies, provides overall program direction and priorities, and evaluates all such
positions, programs, policies, directions, and priorities in order to provide responsible service for and on
behalf of its members.” The Synod has chosen to allocate duties, powers, and responsibilities among
various officers, boards (including the Board of Directors of the Synod), and commissions, holding each
ultimately responsible to the national convention of the Synod (Bylaw 3.73).
The Synod in convention has chosen to retain authority to identify and elect those persons whom it, as a
church body and under the guidance of the Holy Spirit, believes will most effectively carry out its mission
and ministry. The Synod in convention has identified specific mechanisms for the selection of others to be
called into the service of the church. In specialized areas of ministry, it has created program boards.
Bylaw 3.51 h defines a program board as “an officially established group of persons elected or appointed
as prescribed in the Bylaws, charged with developing policies and programs for an operating function of
the Synod and supervising their implementation.” The Board for Higher Education is one such program
board.
Historically, because of the ecclesiastical nature of The Lutheran Church—Missouri Synod, it has
operated as “church” and not simply as a non-profit entity. It has reserved in its governance structure the
right through the Synod in convention to control itself, delegating pursuant to its historic procedures the
authority and responsibility of church functions between conventions. Because of its primary identity as a
church and not simply a non-profit corporation, the Synod has authority and autonomy to limit the
authority of the Board of Directors of The Lutheran Church—Missouri Synod in ways which directors of
secular non-profit corporations may not be limited. Even a secular non-profit corporation may limit the
power of its board of directors with detailed limitations in the Articles of Incorporation themselves.
In fulfilling its ecclesiastical purposes, the Synod in convention has identified in its bylaws the duties and
responsibilities of each of the separate boards and commissions of the Synod, as well as synodwide
corporate entities. With respect to the Board for Higher Education/Concordia University System, those
duties and responsibilities are described in Bylaws 3.401 through 3.415. With respect to fiscal issues, the
Board for Higher Education/Concordia University System has specific responsibility under Bylaw 3.409 e
to “establish policy guidelines involving distribution of synodical subsidy and efforts for securing
additional financial support from other sources,” and under Bylaw 3.409 i to “approve capital projects in
terms of constituency priorities and system and institutional needs in accordance with campus propertymanagement agreements.”
The issue of balancing responsibilities between the Board of Directors and the responsibilities of program
boards and commissions has been dealt with in past opinions of the Commission. For example, Opinion
02-2315, after reviewing the general balance of responsibilities, observed:
The Commission concludes that the Board of Directors has been given “general oversight
responsibility” over the colleges, universities, and seminaries of the Synod as its agencies
(see CCM Opinion 02-2259). As part of this general oversight, the Board has a legitimate
interest in any contemplated action of an agency which results in the spending of funds
beyond those currently budgeted or which will obligate future spending. By a request for
such information, the Board exercises its right to call up an action for review, but this
request is to be made, in this case, to the BHE/CUS Board. The role of the BHE/CUS

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