LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — October 16–18, 2005, Page 6

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The Board’s authority as representative is limited both by implied and expressed limitations from the
Synod. As with other officers of the Synod, the Board is expressly restricted by Article XI A 1, which
declares that the officers of the Synod “must assume only such rights as have been expressly conferred
upon them by the Synod, and in everything pertaining to their rights and the performance of their duties
they are responsible to the Synod.” Another expressed restriction is found in Bylaw 3.3.5.9, pursuant to
which the Board may appoint vice-presidents not in line of succession, assistant officers, and other staff
required from time to time to carry out the business and legal affairs of the Synod, but may only do so
subject to the approval of the President of the Synod. Under current Bylaw 1.4.4, the Board’s role as
determined by the Synod in convention is described as follows:
The Board of Directors serves the Synod as its legal representative and as custodian of all
property of the Synod, and upon it is incumbent the general management and supervision
of the business affairs of the Synod, except to the extent that management authority and
duties have been delegated by the Articles of Incorporation, Constitution, Bylaws, or
resolutions of a convention of the Synod to other officers and agencies of the Synod or to
separate corporate or trust entities (underline added).
Although the current language reflects some changes by the 2004 convention, the same conceptual
limitations were contained in the previous language. For example, paragraph a of 2001 Bylaw 3.185
contained the language: “Except as otherwise provided in these Bylaws, it shall have such authority and
responsibility with respect to the property of the Synod as is generally vested in and imposed upon a
board of directors of a corporation, provided, however….” The general allocation of responsibilities as
currently found in Bylaw 1.4.5 was further described in paragraph c of 2001 Bylaw 1.07 as follows:
The Board of Directors serves the Synod as its legal representative and as custodian of all
property of the Synod, and upon it is incumbent the general management and supervision
of the business affairs of the Synod. Each other board of directors, board of regents, and
board of trustees also serves the Synod with respect to the property of the Synod, to the
extent of its jurisdiction, as provided or authorized in these Bylaws. Upon each such
board of the Synod is incumbent the general management and supervision of the business
affairs of the Synod to the extent of its jurisdiction. Also, each board of directors, board
of regents, and board of trustees shall, to the extent of its jurisdiction, between
conventions and subject to advice or direction from any other appropriate board that has
been given authority by these Bylaws or by convention resolution, (1) determine general
operating policies, (2) approve program budgets, (3) allocate resources for such
programs, (4) review program performance, and (5) coordinate the administration of
convention resolutions. Each board of directors shall also be empowered to settle disputes
within that corporate entity. Each board shall report its activities and recommendations to
the respective convention.
More often the limitations are implied rather than expressed. For example, a typical secular board of
directors, as legal representative and agent of the shareholders, has authority to hire and fire all officers of
the corporation, including its president. While not expressly stating that the Board may not discharge the
President and select a replacement of its choosing, the Synod has provided that the Synod itself in
convention or pursuant to the provisions of Bylaws 2.16 or 2.17 may remove its president from office.
The authority granted under Article XI F does not include such powers.
Finally, it should be noted also that the Board is not the only representative of the Synod. There may be
more than a single “legal representative” simultaneously. The President, for example, has been given the
responsibility to represent the Synod at all meetings of the districts (Article XI B 6). Under Bylaw

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