LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — December 5, 1992, Page 1

Transcription machine transcription, uncorrected

⤓ Download .txt · copy text

As of Saturday, July 12, 1992, apart from LCMS convention action, did the LCMS Board of Directors
have LCMS constitutional or bylaw authority to transfer the LCMS Board for Parish Services editorial
functions and editorial staff from the LCMS Board for Parish Services to Concordia Publishing House?
Because a somewhat related matter had been dealt with previously, the Secretary had been asked to forward
to the members of the Commission the ruling which was made at the time when the question had arisen
regarding responsibility for the development of a new Sunday School curriculum. The Secretary was also
asked to secure a statement from the Board for Parish Services and Concordia Publishing House, outlining
the position of each.
A letter accompanying the request for opinion also contained a letter from legal counsel which included the
following:
The Synod in convention apparently has intended in the past that BPS should, as a matter of policy,
produce curriculum materials. Therefore, the decision of where that function is best performed is a matter
that should be decided by the convention. If the Board of Directors' recommendation to transfer the
curriculum production function to CPH is adopted by the convention, Bylaw 3.611 e should be amended
to eliminate the current provision requiring CPH to consult with the Board for Parish Services in
publishing curriculum material.
The Commission decided to respond in essence as follows:
Taking up the question once again, the Commission first observes that in view of the actions taken at the
1992 convention of the Synod in relation to the Council on Mission and Ministry and the revision of
Bylaws relating to boards of directors of the Synod, the question is now moot. The Commission
recognizes that with the establishment of the Council on Mission and Ministry, one of the functions of the
council is to "provide for resolutions of disagreements between synodical operating boards or
commissions or between such entities and the synodical officers a responsibility formerly given to the
Board of Directors."
The Commission would note that the question which has been raised revolves around the authority of the
Board of Directors to take the action of transferring the LCMS Board of Parish Services editorial
functions and editorial staff from the LCMS Board for Parish Services to Concordia Publishing House,
not the wisdom of that action. If it is the authority of the Board of Directors which is in question, the
following needs to be considered:
Bylaw 3.183 dealing with the authority of the Board of Directors states among other things, the Board of
Directors shall ... be authorized to take, on behalf of the Synod, any actions not expressly or by reasonable
implication delegated to other officers, boards, or commissions. When, for fiscal reasons, an action such
as the transfer of the editorial functions and the editors is deemed necessary, there appears to be no other
officer or group which would have the authority to take such action. In addition, Bylaw 3.189 c states that
the Board of Directors makes the final determination if conflicts develop in the plans and policies of two
or more boards or commissions of the Synod.
The Board of Directors is required to act in a fiscally responsible and prudent manner. Included in that
responsibility is the establishment of a budget as outlined in Bylaw 9.55 which includes the adoption of a
final budget by the Board of Directors. That final budget may involve the allocation of limited funds in
such a way that it would be impossible for a Board to carry out a specific function or at least to do so
following the normal procedure which may have been followed for many years. (A similar action had
been taken previously by the Board of Directors with respect to St. John's College, Winfield, when the
Board felt that it would no longer be acting prudently if it continued to provide funding for the operation