LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — October 16–18, 2005, Page 11

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Therefore, in summary, it is requested that the Commission on Constitutional Matters
reconsider Opinion 04-2409 for the reasons stated above and primarily because such
opinion has the effect of nullifying the ability of the Board of Directors to delegate to
agencies of the Synod its authority to exercise supervision over the property and business
affairs of the Synod and thus brings into question the validity of previous and existing
delegates of such authority.
Opinion: Prior to the 1998 convention action, the language of Article XI indicated that it was the voting
members of the Board, rather than the Board as a whole, who served as custodians of the property of the
Synod.
The 1998 amendments achieved at least two purposes. They made clear that it was the Board itself and
not its individual members that was to fulfill the function of custodian of the Synod’s property. Secondly,
they made clear that the Board could expressly delegate such custodial responsibilities to agencies of the
Synod. That delegation authority, contrary to the suggestion of the Board’s inquiry, is unchanged by
Opinion 04-2409. The authority to delegate to other agencies of the Synod is instead consistent with the
actions and process of the Synod itself in making such delegations in the past, as reflected in the prior
opinions of the Commission cited in Opinion 04-2409. It remains consistent with Bylaw 3.3.5.7 (b),
which expressly grants to the Board the authority to “delegate to any agency of the Synod powers and
duties with respect to property of the Synod for which such agency of the Synod has direct supervisory
responsibility.”
Amendment A did not purport to delete any authority of the Board of Directors to delegate authority,
which power is found in the second and not the third sentence of Article XI F 2: “It [the Board of
Directors] is the custodian of all the property of the Synod, directly or by its delegation of such authority
to an agency of the Synod.” Rather than read Opinion 04-2409 as a restriction on the Board’s authority to
delegate, the opinion should instead be understood as an affirmation by the Commission of that historical
practice of both the Synod as a whole and of the Board of Directors in its service function to the Synod.
Should the Board have particular concerns about limitations on that authority in particular circumstances,
it is invited to submit additional inquiries to the Commission on Constitutional Matters.
82. Interpretation of Bylaw 1.5.12 re Conflict of Interest (05-2435)
In a September 7, 2005 letter, the interim Executive Director of the Board for University Education
submitted a request for an interpretation of Bylaw 1.5.12 regarding its interpretation and enforcement. In
a September 15, 2005 e-mailed letter to the secretary and chairman of the Commission, that request was
withdrawn.
83. Number of Voting Members of Boards of Regents (05-2436)
In a memorandum dated September 8, 2005, a pastor of the Synod submitted the following question
regarding the number of voting members on boards of regents of schools of the Synod.
Question:

Bylaw 3.8.3.6.2 states “the board of regents for each college and university shall consist of 13
voting members.” Does this mean that only 13 board of regents members may serve on the
board as voting members? Or can this also be interpreted that at least 13 board of regent
members are to serve as voting members?

Opinion: Bylaw 3.8.3.6.2 directs that each board of regents shall consist of 13 voting members. It does
not provide for any nonvoting members. Although there have been overtures and resolutions submitted to

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