LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — February 26–28, 2010, Page 5

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the Synod’s news and information services about a potential sale, the CCM notified the Synod’s legal
counsel of the questions before the commission and received her input. Members of the BOD and the
CCM were also able to meet and discuss the issues during recent overlapping meetings.
Question 1: Does the BOD have the authority to sell the KFUO station licenses?
Opinion: The simple answer to the question is “yes,” the BOD does have the authority to sell the KFUO
FM license. Article XI F 2 of the Synod’s Constitution defines the general authority of the BOD as follows:
2. The Board of Directors is the legal representative of the Synod. It is the custodian of all the
property of the Synod, directly or by its delegation of such authority to an agency of the
Synod. It shall exercise supervision over all the property and business affairs of the Synod
except in those areas where it has delegated such authority to an agency of the Synod or
where the voting members of the Synod through the adoption of bylaws or by other convention action have assigned specific areas of responsibility to separate corporate or trust
entities, and as to those the Board of Directors shall have general oversight responsibility as
set forth in the Bylaws.
This authority is mirrored in Bylaws 1.4.4 1 and 3.3.5. While 1986 Res. 1-12 delegated responsibility and
authority to the BCS (through its Standing Committee on Broadcast) to “manage and operate the business
and affairs of broadcast facilities owned by the Synod,” neither that nor any other resolution of the Synod
has restricted the authority of the BOD to sell the license in question.
Question 2: Does the Board for Communication Services (BCS) have any input or authority in such a
decision?
Opinion: The Board for Communication Services has input in such a decision, but not authority. The BCS
has those responsibilities and that authority granted under Bylaw 3.8.5ff. and as described for each program board under Bylaw 1.2.1 (o), authority for “developing policies and programs for an operating
function of the Synod and supervising their implementation.” In Opinion 98-2094, the CCM previously
recognized that the concept of parallel management structure of the Synod prevented the BOD from
assuming the management responsibility of the “production facilities” of the Synod, which the Synod in
convention placed under the supervision of the BCS, a position that was reasserted in Opinion 03-2358.
The same analysis would apply to the management of the FM license in question. As the BOD performs
its mandated review, coordination, and consultation functions under Bylaws 3.3.5.3 2 and 3.3.5.5 (a) (2) 3,
1

“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. 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. Any issues relative to the applicability of the laws of the State of
Missouri shall be resolved in accord with the provisions in the Constitution and Bylaws of the Synod.” (Bylaw
1.4.4)
2
“The Board of Directors shall provide for the review and coordination of the policies and directives of the Synod
authorized by the Constitution, Bylaws, and resolutions of the Synod, evaluating plans and policies and communicating to the appropriate boards and commissions suggestions for improvement, and, in the case of program boards
and commissions, require changes for compliance with Board of Directors’ policies within the sphere of its
responsibility.” (Bylaw 3.3.5.3)