LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — March 30, 2023, Page 7

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pertaining to the Synod Board of Directors, agencies of the Synod, and universities of the Synod, which
apply to the questions submitted.
Summary Overview of Pertinent Sections of the Constitution and Bylaws Regarding the Synod Board of
Directors, Agencies of the Synod, and Universities
Synod Board of Directors
Article XI E 2 identifies the Synod Board of Directors as “the legal representative and custodian of all the
property of The Lutheran Church—Missouri Synod, directly or by delegation of such authority to an agency
of the Synod.” The Synod Board of Directors exercises “supervision over all 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 other convention action have
assigned specific areas to separate corporate or trust entities,” and regarding these the Synod Board of
Directors has “general oversight responsibility as set forth in the Bylaws.”
Bylaw 1.2.1 (r) in relevant part defines the property of the Synod as “all assets, real or personal, tangible or
intangible whether situated in the United States or elsewhere, titled or held in the name of corporate Synod,
its nominee, or an agency of the Synod.”
The Synod Board of Directors is the “legal representative” of the Synod and the “custodian of all property
of the Synod.” It is responsible for “the general management and supervision of the business affairs of the
Synod except where management authority and duties have been delegated” to, here, an agency “by the
Articles of Incorporation, Constitution, Bylaws of the Synod, or by resolution of a convention of the
Synod.” (Bylaw 1.4.4) When authorized by the Bylaws, an agency, to which this authority was delegated
by this provision, is entrusted with the management and business affairs of the Synod “to the extent of its
jurisdiction.”
Bylaw 3.3.4.3 assigns to the Synod Board of Directors the responsibility to provide for “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…”
Bylaw 3.3.4.4 gives the Synod Board of Directors responsibility for the “general management of the
business and legal affairs of the Synod.” It is “authorized to take action on behalf of the Synod related to
business and legal affairs which has not been expressly delegated by the Constitution, Bylaws, and
resolutions of the Synod to other officers or agencies of the Synod,” and to those it has “general oversight.”
Bylaw 3.3.4.7 designates the Synod Board of Directors as the custodian of all property of the Synod as
defined in Bylaw 1.2.1 (r). However, it may delegate these powers to any agency of the Synod that has
direct supervisory responsibility of that property.
Bylaw 3.3.4.10 authorizes the Synod Board of Directors to obtain from any agency of the Synod all records
and other information relative to the property of the Synod and to matters over which the Board of Directors
has general oversight.
Agencies
In the structure of the Synod an agency is defined in Bylaw 1.2.1 (a), which defines an agency as “any
instrumentality other than a congregation or corporate Synod…caused or authorized to be formed” by the
Synod in convention or by the Synod Board of Directors. A listing of agencies then follows, specifically
including every board and university of the Synod.
Bylaw 1.4.1 states that Synod’s delegate convention is “the legislative assembly” of the Synod, which alone
“ultimately legislates policy, program, and financial direction” for the work of the Synod. It “reserves to
itself the right to give direction to all officers and agencies of the Synod.” Unless explicitly indicated in the
Bylaws, all officers and agencies are “accountable to the Synod for all their actions.” Bylaw 1.4.3 states
CCM Minutes – March 30, 2023 – Page 133