LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — October 16–18, 2005, Page 8

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Policy and administration overlap with property and business affairs. Likewise, property
and business affairs impact policy and administration. Thus there is not, nor can there be,
a clear line of division between property and business affairs on the one hand and policy
and administration on the other. Accordingly, there has developed over the years a gentle
tension between the two, and in those instances where agreement has not been reached
because there is a lack of clarity or a contradiction in the Bylaws, the Commission on
Constitutional Matters has been called upon to be the arbiter. Many of the decisions
referenced by the Commission in Opinion 04-2409 are of that nature and do not support
Opinion 04-2409 as rendered.
Opinion: The Commission agrees that the structure of the Synod is unique and that there is and always
has been a tension between the property and business affairs of the Synod on the one hand and the policy
and administration on the other. Using the term “property and business” in this context, however, is not
the same as using that term in a business setting where the acquisition and management of property for
the purpose of generating a profit for the shareholders is the purpose of the organization. The Synod’s
purposes and objectives are detailed in Article III of the Constitution. The power of the Synod to hold and
manage property (Article IV of the Constitution) is solely for the purposes of meeting the Synod’s stated
objectives, which may generally be described as ecclesiastical and not secular. In light of that context, the
last comment in the Board’s last referenced paragraph is in error. Opinion 04-2409 does not effect any
change in the authority or responsibilities of the Board.
The business powers delegated to the Board on behalf of the Synod are generally described in Article IV
of the Constitution:
The Synod shall have legal powers:
1. To purchase, hold, administer, and sell property of every description in the interest of the
Synod.
2. To accept, hold, administer, and, if deemed advisable, dispose of legacies, donations,
commercial papers, and legal documents of every description in the interest of its work.
These secular functions are identified as being limited to those “in the interest of the Synod” and “in the
interest of its work,” which objectives were identified in Article III of the Constitution. While the Board
has no authority for ecclesiastical supervision, it serves the ecclesiastical functions of the Synod by its
management of those business functions that have been delegated to it.
The fact that “business affairs” is understood in the Synod as a limited function and not as an allencompassing recognition of authority and purpose is evidenced in Article XI B 8, the list of authorities
granted to the President of the Synod. After identifying many specific duties, responsibilities, and
authorities of the President, paragraph 8 imposes on the President and not the Board of Directors the duty
and authority between conventions to submit business matters to a vote of the congregations of the Synod.
That paragraph reads:
8. When matters arise between meetings of the Synod in convention which are of such a
nature that action thereon cannot be delayed until the next convention, the President is
authorized to submit them to a written vote of the member congregations of the Synod
only after full and complete information regarding the matter has been sent to member
congregations by presidential letter and has been published in an official periodical of the
Synod. If such matters are related to the business affairs of the Synod, such a vote shall
be conducted only after the President has consulted with the synodical Board of Directors

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