LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 30, 2003, Page 5

Transcription machine transcription, uncorrected

⤓ Download .txt · copy text

Board and its staff will be to provide the requested information to the Board of Directors
through its chairman and chief executive officer.
The issue of balancing responsibility between the Board of Directors, charged with overall fiscal
responsibility of the Synod, and the responsibility of program boards, commissions, councils, and
departments of corporate Synod, charged with use of those allocated funds, has also been dealt with in
past opinions of the Commission. A series of opinions dating back to 1976 involving implementation of
New Orleans Resolution 6-31 (Ag. 591, Ag. 591A-B, Ag. 927, Ag. 9-27A, Ag. 934, and Ag. 934B-J)
recognize that the Synod in convention is the highest legislative authority of the Synod, both as to
program and fiscal matters. Later, in Opinion Ag. 1934 (December 5, 1992), the Commission wrote:
Bylaw 3.183 dealing with the authority of the Board of Directors states among other
things, the Board of Directors shall…be authorized to take, on behalf of the Synod, any
actions not expressly or by reasonable implication delegated to other officers, boards, or
commissions. When, for fiscal reasons, an action such as the transfer of the editorial
functions and the editors is deemed necessary, there appears to be no other officer or
group which would have the authority to take such action. In addition, Bylaw 3.189 c
states that the Board of Directors makes the final determination if conflicts develop in the
plans and policies of two or more boards or commissions of the Synod.
The Board of Directors is required to act in a fiscally responsible and prudent manner.
Included in that responsibility is the establishment of a budget as outlined in Bylaw 9.55
which includes the adoption of a final budget by the Board of Directors. That final budget
may involve the allocation of limited funds in such a way that it would be impossible for
a Board to carry out a specific function or at least to do so following the normal
procedure which may have been followed for many years.
In further review of the issue, the Commission was asked in 1998 to review the effort of the Board of
Directors to move the video studio of the Synod from the Board for Communication Services to General
Services. In Opinion Ag. 2094 (May 22, 1998) the Commission ruled:
Bylaw 3.817 sets forth the functions of the Board for Communication Services (BCS).
Subsection “g” thereof states that the BCS shall “serve as a resource…by
providing…production facilities, and other assistance for…electronic media.” Therefore,
if operation of the video studio is part of the “production facilities,” it is one of the
designated functions of the BCS and cannot be removed from the BCS without a change
of the bylaw by a convention of the Synod.
Later in that same opinion the Commission noted:
Each board or commission is solely responsible for the organization of its own staff. The
Board of Directors of the Synod does allocate available funds to the respective boards
and commissions (Bylaw 3.191, d) but the usage of such funds is the responsibility of the
governing board of each board or commission.
Given the specific question presented, under the present bylaws, without consideration of emergency
issues arising during the execution of a fiscal year’s budget and consistent with the prior opinions of the
Commission, the Board of Directors does not have authority to “require” that allocated unrestricted
dollars be spent in a particular fashion. It is certainly anticipated that the Board of Directors will
communicate its suggestions and the priorities its perceives within the overall programs of the Synod, as
is recognized as its authority under Bylaw 3.183 b, to “communicate to the appropriate boards and
146