LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — July 27–August 3, 2023, Page 4

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With regard to Bylaw 3.3.1.2 (a)(2), while the activity described is comprehended within the scope
of the President’s ecclesiastical supervision (Bylaw 1.2.1 [j]), and the language “ecclesiastical
supervision” is consistent, these words could just as well be replaced in context with
“administrative oversight.”

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In the second paragraph of the rationale under Section C, the commission notes a substantive
insertion, apparently narrowing the oversight of the Board of Directors to be “with respect to the
property of Synod held or otherwise administered by the Synod’s colleges and universities
particularly as it relates to the financial condition and operations of the Synod’s colleges and
universities.” This may appear to impair the Board of Directors’ broader charge (even as remains
in the language of this proposal under 3.3.4.10.1) to “give particular consideration to the financial
condition and operations of the institutions individually and collectively to evaluate both shortterm and long-term effectiveness and viability in satisfying the Synod Constitution, Bylaws, and
resolutions, including the applicable objectives under Article III of the Constitution” to the task of
monitoring specific (real?) property. Constitutionally, the Board of Directors has oversight not only
of property but of business affairs of Synod agencies, oversight which cannot be delegated away
(Const. Art. XI E 2).
Furthermore, while the language of Bylaws 1.5.4 and 3.3.4.10 might benefit from comparison and
harmonization, the purpose and scope of these provisions are not identical, and the board’s
oversight cannot be reduced simply to the right of a congregation for certain financial information
(the individual congregations have not assigned to themselves oversight, but assigned it to the board
of directors). The changes proposed here lack clarity and may conflict with the Constitution and
Bylaws of the Synod.

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With regard to the “fourth commandment resolve,” the commission first finds any resolve that
“tolls” (i.e,, bars, defeats, takes away) bylaws to be inconsistent with the Constitution and Bylaws
of the Synod. The Bylaws of the Synod are “binding regulations for Synod and its conduct and
governance” (Const. Art. XIV). Therefore, unless the Constitution and Bylaws themselves provide
for exceptions to their requirements, exception may not be made by resolution or any other means.
The commission further notes that the Fourth Commandment requires from the boards of regents
obedience not only to the governmental authorities—insofar as what belongs to Caesar can without
sin be rendered to Caesar—but also to the Constitution, Bylaws, and resolutions of the Synod, and
ultimately to the Scriptures and Lutheran Confessions. Among these authorities, a definite order of
precedence must be maintained. The Bylaws of the Synod describe an intention to maximally retain
“all authority and autonomy allowed a church” (Bylaw 1.2.1 [f][2]; cf. Art. of Inc. II c), not a default
position of “submit[ting] to the rules and regulations of governing authorities” or “accrediting
bod[ies].”

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At Bylaw 3.10.6, while the scope of policies the Board of Directors can devise with regard to the
colleges and universities of the Synod is limited, within the board’s scope of authority in this matter,
the board’s policies are binding on the schools and they should therefore be listed here. The addition
of “in convention” to “resolutions of the Synod” (Bylaw 3.10.6, 3.10.6.1 [b], 3.10.6.8 [b]) may call
into question the applicability of the Const. Art. XI B 8 mechanism as regards the schools.
Furthermore, while the unique contribution or best wording of the final sentence may be debated,
the boards of regents’ authority is limited by provisions of the Constitution, Bylaws, and resolutions
of the Synod (Op. 23-3006) and it would be inappropriate to oppose the “autonomy of the boards”
to this limitation.

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At Bylaw 3.10.6.3.1, the final sentence should be omitted, as it is not the business of the Bylaws of
the Synod to define the statutory duties of a board of regents or individual regents as such, and
furthermore, as such duties are owed to an agency of the Synod and cannot be in conflict with the
fiduciary duty, as described, owed to the Synod.
CCM Minutes – July 27–August 3, 2023 – Page 156