LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — January 28, 2004, Page 4

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well as development of the Commission on Constitutional Matters. In addition, a review of the prior
actions of the Synod with respect to historical conflicts between the Board of Directors and the
Commission on Constitutional Matters may be of assistance.
In 1961, a report entitled “The Development of the Formal Administrative Structure of the LCMS from
1897-1961" was issued under the authorship of Dr. August Suelflow, who was engaged as Research
Secretary for the Synodical Survey Commission. In that report Dr. Suelflow identified the embryonic
roots of the present Board of Directors as being traced to the original “Synodical Board of Control” or
“Supervision” established by the Synod in 1908. Dr. Suelflow describes the Board as having been initially
created as a board to conduct interim business between conventions of the Synod together with other
boards in a horizontally related fashion, such as the Mission Board and the Board for Higher Education.
The Synodical Survey Commission Report in the 1962 Convention Workbook states, “Synod’s Board of
Directors was established in 1917 to replace the original ‘Synodical Board of Control’ organized in 1908
chiefly to coordinate and handle matters for Synod’s educational institutions.” In the 1920's the
Proceedings continued to be published both in English and German. Dr. Suelflow describes that the
current Board of Directors was referred to as “Directors” in the English version of the 1920 convention,
although the official German version of the Proceedings still referred to the Board as a “board of control,”
the historic term. As the new Constitution (considered merely "an amplification of the old Constitution
made necessary by the expansion of the Synod's work"—Introduction, 1924 synodical Handbook) was
developed, the Board of Directors was charged to serve as the legal representative of the Synod, the
custodian of all the property, and the manager of all business affairs. These functions included the
preparation of an annual budget, the regulation of collection of monies, and the allocation of the finances
of the Synod. While the bylaws pertaining to the Board of Directors have evolved since that time, the
essence of the Board of Directors and the specific duties and responsibilities assigned to it by the Synod
and convention remain.
Of one particular note, particularly with respect to the issue presented, is the last series of amendments to
Bylaw 3.183 d 2. Prior to 1998, the authority of the Board was described in the bylaw (then numbered
3.191 e) which read: “The synodical Board of Directors of The Lutheran Church—Missouri Synod shall
receive periodic reports on the operations of the various synodwide corporations, councils, boards,
commissions, and departments and shall have the right to call up for review, criticism, or suggestion any
policy of a corporation, council, board, or commission of the Synod.” By actions of the 1998 convention,
that bylaw was amended and ultimately renumbered. The Board’s authority from the Synod to call up for
review, criticism, modification, or revocation was amended to expressly exempt opinions of the
Commission on Constitutional Matters from that right and authority, which became consistent with
Bylaw 3.905 d as quoted above.
The history of the Commission on Constitutional Matters may also be of assistance in understanding the
apparent conflict. Again, as Dr. Suelflow reported, prior to 1923 constitutional matters within the Synod
were handled by ad hoc committees elected by synodical conventions. In 1923, a standing Committee on
Constitutional Matters was created by resolution of the convention. Over time, the responsibilities of the
Commission were expanded. For example, in 1932, the Synod resolved that all proposals seeking changes
and/or amendments to the Constitution and Bylaws would first be submitted to the Committee on
Constitutional Matters. The current responsibilities of the Commission on Constitutional Matters are as
set forth in Bylaw 3.905.
At the 1962 synodical convention, the Synodical Survey Commission recommended with respect to the
Commission on Constitutional Matters that its “opinions shall be binding until and unless Synod
overrules them” (1962 Convention Workbook , p. 258). That recommendation was implemented by the
Synod, and the Bylaws of the Synod were amended to provide that “an opinion of the Commission shall
be binding on the question decided unless and until it is overruled by a synodical convention.” That

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