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	October 31, 2003 .................... LCMSNews -- No. 125

	CCM defines limits to directors' authority

	By David L. Mahsman

	Questions about actions taken by the Synod's Board of Directors
have drawn answers from the Commission on Constitutional Matters (CCM)
that define limits to the Board's authority.

	The commission Sept. 30 also commented on the directors'
authority under civil law. Reporter last month included a report from
the Board on an outside legal opinion it had commissioned regarding its
authority under Missouri law.

	Synod Secretary Raymond Hartwig said that the directors will
discuss the CCM opinions at the Board's next meeting, Nov. 20-22.

	In answers to specific questions about Board authority and
actions, the CCM responded:

	- "Absent a voluntary relinquishment of authority from the Board
for Communication Services (BCS)," the Board of Directors may not
reverse the delegation of authority made by a Synod convention. The
directors voted at their Feb. 27-March 2 meeting to take over
Synod-owned radio station KFUO from the BCS, which had been given
responsibility for the station by the 1986 convention.

	BCS Executive Director Tom Lapacka said that while the BCS had
"acknowledged" the Board of Directors' action regarding KFUO, it did not
voluntarily relinquish its responsibility for the station. He said the
BCS will discuss the CCM's opinion later this month.

	- The Board of Directors "does not have authority to `require'
that allocated unrestricted dollars be spent in a particular fashion."
The issue was raised after the Board in its May 15-17 meeting directed
the Board for Higher Education/Concordia University System (BHE/CUS) to
forward $350,000 of its budget this year to the Synod's two seminaries.

	The CCM noted, however, that the Board of Directors is expected
to "communicate its suggestions and the priorities it perceives within
the overall programs of the Synod." And, it added, each program board
"must keep in mind its responsibility to consider input from the Board
of Directors, the responsibility of the Board of Directors to call up
for review and modification any action it takes, and ultimately the
authority of the Board of Directors to make allocations in future years
based on its perception of the stewardship of given boards in prior
years."

	- The Board of Directors "may not mandate specific use of funds
allocated to a program board or commission where the Synod in convention
has given responsibility for carrying out a particular function of the
Synod to a particular program board or commission." This response came
to a question about a directive to the communications board that
Reporter be maintained at "current levels," despite a $150,000-plus
reduction in the BCS budget.

	"An action of the Board of Directors dictating, as opposed to
suggesting, how the unrestricted funds allocated to a program board
specifically are to be spent would be a usurpation of the prerogatives
of the Synod acting in convention" to adopt bylaws that delegate
specific responsibilities to the various program boards, the CCM said.

	In yet another opinion, the CCM considered a question from a
pastor who asked whether the Board of Directors can, "with proper
cause," stop the Synod president from spending money that is
specifically designated by the donor for his use. The commission noted
that if designated gifts are accepted, they must be used for the purpose
designated by the donor.

	The CCM continued that "the president is the chief
ecclesiastical officer of the Synod, and the Board of Directors may not
restrict the ecclesiastical functions of the president and the means
chosen by him to carry out those functions within the resources
available to him."

	Rev. Jon Braunersreuther, assistant to President Gerald
Kieschnick, said he is not aware that the Board has ever taken any
action that seeks to restrict the president's use of donor-designated
funds.

	The CCM's discussion of Board authority under civil law came in
the answer to questions raised by the BHE/CUS.

	A report by the Board of Directors in last month's Reporter on a
legal opinion it had obtained from an outside law firm says, in part,
that the "ultimate authority" of the Synod convention "is the only
exception in the [Synod's] Articles of Incorporation to the authority
given under Missouri law to the Board of Directors."

	The CCM said that "the Synod has determined in convention to
establish boards and commissions as the best way to carry out various
church purposes and functions." The Synod, the CCM continued, "has
chosen to allocate duties, powers, and responsibilities among various
officers, boards (including the Board of Directors of the Synod), and
commissions, holding each ultimately responsible to the national
convention of the Synod (Bylaw 3.73)."

	The Missouri Synod historically "has operated as 'church' and
not simply as a nonprofit entity," the CCM said.

	"Because of its primary identity as a church and not simply a
nonprofit corporation, the Synod has authority and autonomy to limit the
authority of the Board of Directors of The Lutheran Church--Missouri
Synod in ways which directors of secular nonprofit corporations may not
be limited," the CCM said.

	The complete minutes of the Sept. 30 CCM meeting are available
on the Web at www.lcms.org/ccm <http://www.lcms.org/ccm>  .

	****************************************

	If you have questions or comments about this LCMSNews release,
contact Joe Isenhower Jr. at joe.isenhower@lcms.org or (314) 996-1231,
or Paula Schlueter Ross at paula.ross@lcms.org or (314) 996-1230.

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