LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 30, 2003, Page 6

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commissions suggestions for improvement.” While a particular board or entity is responsible to determine
the use of allocated funds, each board must keep in mind its responsibility to consider input from the
Board of Directors, the responsibility of the Board of Directors to call up for review and modification any
action it takes, and ultimately the authority of the Board of Directors to make allocations in future years
based on its perception of the stewardship of given boards in prior years.
202. Authority of Board of Directors to Direct Use of Funds (Board for Communication Services)
(03-2359)
The chairman of the Board for Communication Services, in a letter received June 9, 2003, submitted a
series of questions based upon the following background:
In the recent allocation of restricted funds to the various synodical program boards,
commissions, councils, and departments, the Synod’s Board of Directors (BOD) included
a requirement that the Synod’s Board for Communication Services (BCS) maintain the
monthly REPORTER newspaper at “current levels”—i.e., that circulation and frequency
of publication stay the same and that REPORTER remain both a paper publication as
well as an electronic one. At the same time, the BOD reduced the BCS allocation of
unrestricted funds by more than $150,000 from current-year levels, which means that
BCS staff and programs not related to REPORTER must be cut or eliminated. The effect
is that the Board of Directors, rather than the BCS, is determining the communicationprogram priorities of the Synod.
There seems to be a lack of clarity between the role of the Board of Directors and that of
the BCS regarding the management and prioritization of BCS activities, including
oversight of REPORTER. While the Synod’s Bylaws direct the Board of Directors to
“allocate available funds to the program boards, commissions, councils, and departments
of corporate Synod and hold them accountable therefore” (3.183 d), those same Bylaws
direct the Board for Communication Services to:
“organize the communications activities of the church…” (3.183 a);
“authorize and supervise the production of the necessary print and broadcast
materials for the church and its publics” (3.813 b); and
“have responsibility for the official periodicals of the Synod” (3.813 c).
The questions submitted to the Commission were as follows.
Question 1:

Does the Synod’s Board of Directors have the authority to hold a program board
“accountable” to the extent that it, the BOD, can dictate how the unrestricted funds
allocated to that program board specifically are to be spent?

Opinion: See Opinion 03-2358. The Board of Directors may suggest priorities in the use of funds and
ultimately has responsibility for the allocation of available funds. However, the Board of Directors may
not mandate specific use of funds allocated to a program board or commission where the Synod in
convention has given responsibility for carrying out a particular function of the Synod to a particular
program board or commission.
Question 2:

Does the Board of Director’s action usurp the prerogatives of the Synod acting in
convention to make bylaws delegating responsibility for the management of synodical
programs to synodical program boards?

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