LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — October 16–18, 2005, Page 5

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and decided. In the absence of a clear word of God issues must be decided by the
majority principle, applied in Christian love and with Christian restraint (Article VIII, C).
When the majority will has been determined, it must be respected. Otherwise life together
(synod) becomes all but impossible. Discussion may indeed continue; but it needs to be
carried on with full respect for the majority will and within the forums established by the
Synod for the preservation of synodical unity. If additional channels for discussion are
needed, the Synod can provide for the same in its Bylaws through appropriate convention
action.
81. Reconsideration of Opinion 04-2409 (05-2434)
In a lengthy July 25, 2005 memorandum, two members of the Board of Directors speaking on behalf of
the Board requested that the Commission review and reconsider its Opinion 04-2409, expressing the
Board’s concerns in four parts, sections of which are quoted here following.
Question 1: The first issue involved in such reconsideration is the issue of the Board’s authority under
Article XI F of the Constitution, posed by the Board’s memorandum as follows:
Article VI of the Constitution states that the Synod has legal power to purchase, hold,
administer, and sell property of every description. This power of the Synod always
remains, even when the Synod has delegated such authority as it has in Article XI. Thus it
has been recognized since the formation of the Synod that the Synod through its delegate
convention has overriding authority over the property it owns. However, since a
convention of the synod is incapable of carrying out the day-to-day management of its
property, it has delegated that responsibility to the Board of Directors in Article XI of the
Constitution. But, to repeat, the granting of authority in Article XI has always been under
the umbrella of Article IV. Hence, the question becomes, “what is the extent of the
authority the Synod has delegated to the Board of Directors in Article XI?”
Opinion: It is impossible to precisely delineate the extent of the Board’s authority and responsibility in
the abstract. The Board derives authority and responsibilities both from the Synod’s Constitution and
from its Bylaws. The two documents together outline the framework of the Synod’s governance. Beyond
this general framework, the Synod has also reserved the right to delegate further duties and authority by
resolutions of the convention. Although the question as posed limits the inquiry to that authority granted
under Article XI, a proper response to the question posed must make reference both to the Constitution
and to the Bylaws of the Synod and even then could not fully explore the full extent and limits on the
Board’s authority without considering the existence of resolutions not incorporated into the Constitution
and Bylaws. As a starting point, under Article XI, the Synod has identified the Board of Directors as both
the Synod’s legal representative and the custodian of the Synod’s property. Each of those functions has
separate duties and authority.
Legal Representative: A legal representative is someone authorized to act on behalf of another. West’s
Law Dictionary suggests that “the term in its broadest sense means one who stands in the place of, and
represents the interests of, another.” Examples of legal representatives include personal representatives
and executors of estates, persons acting under a power of attorney, a guardian or conservator, or an
elected official. A corporation or other business entity by definition must have a representative to interact
with those outside the entity. As the Synod’s legal representative, the Board’s authority includes the right
to interact with the secular world as the Synod’s agent, and on its behalf is authorized to enter into and
sign contracts, to buy and sell property in the name of the Synod, to open bank accounts, and to file
reports with and respond to inquiries from federal, state, and other governmental agencies. As an agent of
the Synod, the Board is to conduct itself as directed by its superior, the Synod itself.

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