LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — April 28–29, 2023, Page 1

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MINUTES
COMMISSION ON CONSTITUTIONAL MATTERS
Marriott St. Louis Airport
April 28–29, 2023
173. Call to Order and Opening Prayer
Commission Chairman Dr. George Gude called the meeting to order with all members present. Rev. Peters
offered opening devotions based on Friday on the Gospel for Misericordias Domini, John 10:11–16, and
on Saturday, on John 10:1–10. After finalizing the minutes of its previous meeting, the commission
proceeded with the agenda as presented by Dr. Gude, as follows:
174. Questions regarding Concordia Publishing House Bylaws (23-3004)
A member of the Synod has submitted a request for an opinion regarding Bylaws 3.6.3, 1.2.1 (a), and 1.9
consisting of a series of six questions with many sub-points listed for each question. To address these subpoints would require the commission to make broad, theoretical determinations in hypothetical matters,
some of which are not clearly or specifically addressed by the Bylaws. The commission, therefore, will
limit its answers to the six primary questions asked.
Question 1:

What is the scope of “publishing and distribution services” to be provided by Concordia
Publishing House (CPH), “for the agencies of Synod,” in Bylaw 3.6.3 (a)?

Opinion:
Bylaw 3.6.3 states the purpose of CPH and reads: “The purpose of Concordia Publishing
House is to proclaim the Gospel of our Lord Jesus Christ. It shall serve the Synod and its agencies by
developing, producing, marketing, and distributing products for use by members of the Synod, other
Christians, and the public in general.” The terms “developing, producing, marketing, and distributing”
products are intended to cover the full range of the steps in having a product prepared for use by the church.
In the case of any given product, the role of CPH might include all aspects or only one or two.
Bylaw 3.6.3 (a) reads “It shall supply publishing and distribution services for the agencies of the Synod as
required, unless this is deemed detrimental to the agency involved.” Agencies of the Synod are defined in
Bylaw 1.2.1 (a), which defines an agency as: “An instrumentality other than a congregation or corporate
Synod, whether or not separately incorporated, which the Synod in convention or its Board of Directors has
caused or authorized to be formed to further the Synod’s Objectives” (Constitution Art. III).
Bylaw 3.6.3 does not describe CPH as the source for the publishing of all material by the Synod, but rather
it serves the Synod as required. What is required and offered by CPH will vary depending on the specifics
of any given project of an agency.
Question 2:

What is meant by the phrase, “published by the corporation,” in Bylaw 3.6.3 (c)?

Opinion: Bylaw 3.6.3 (c) reads “Unless otherwise instructed by the Synod, the Board of Directors of
Concordia Publishing House shall determine what is to be published by the corporation.” “Published by”
has its ordinary meaning; the term “corporation” in this bylaw refers to CPH as a Synodwide Corporate
Entity (Bylaw 3.6.1).
Question 3:

What is necessary to trigger the exception to the CPH Board of Directors’ exclusive
discretion in the determination of what is to be published by the corporation stipulated in
3.6.3 (c) by the words, “Unless otherwise instructed by the Synod”?

Opinion:
Bylaw 3.6.3 (c) reads “Unless otherwise instructed by the Synod, the Board of Directors
of Concordia Publishing House shall determine what is to be published by the corporation.” The phrase
“instructed by the Synod” refers to a specific convention action, by which the convention may act directly
(instructing a certain item to be published) or indirectly (directing the production of a work or a category
CCM Minutes – April 28–29, 2023 – Page 140