JEFFREY C COYNE, ESQ.
1054 BURNING TREE DRIVE
CHAPEL HILL, NORTH CAROLINA 27417
919-933-9292
jeffcoyne@msn.com

Board of Directors,                                 

The Lutheran Church-Missouri Synod
Attn: Rev. Raymond Hartwig, Secy.  
1333 So. Kirkwood Rd.                
St. Louis, Missouri  63112              

BOD Negotiating Committee
The Lutheran Church-Missouri Synod
Attn:  Rev. Raymond Hartwig, Chairman
1333 St. Kirkwood Rd.
St. Louis, Missouri  63112

                                                                               March 2, 2006

Via Federal Express and e-mail

Dear BOD and BOD Negotiating Committee,

          I am a life long Lutheran Church-Missouri Synod congregant, a practicing licensed attorney and a professor at Duke University School of Law. I address this open letter to you seeking your immediate attention. A majority of the Board of Directors has appointed Secretary Hartwig, and three other directors to a committee (Negotiating Committee) purportedly empowered to negotiate a settlement of a lawsuit brought against our President, Vice President, and Church body.  This pending suit seeks relief that would alter the governance and polity of our Church, void the actions taken by the Synod in convention, and declare “illegal” provisions of our articles of incorporation and by-laws. Jurisdiction over each of these subject matters rests solely with the Synod in convention and negotiation of any settlement is far beyond the scope of authority of such committee and that of our Board of Directors.

As an Officer, and as Directors, each committee member is charged with specific fiduciary duties and responsibilities requiring each of you, through the board, to report these issues to the Synod in convention. In fact, by attempting to compromise the issues presented in such lawsuit, each of you is violating your fiduciary duties and responsibilities to our Church, all of its members, and to all of the millions of congregants, who like me, have placed their trust and confidence in you.

I have great concern. The attempts of this committee to settle, by compromise, these issues, usurp the authority granted solely to the Synod in convention. It is clear that such actions bear directly upon the governance and polity of our Church, the actions taken by our Synod in convention, and the provisions of our articles of incorporation, constitution and bylaws (governing documents).  You and your committee members will breach your fiduciary duties and responsibilities if you go through the acts of negotiation, and compromise.

Whether or not there exists any right to move forward with the litigation is for the secular courts to decide. If the court determines it may legally move forward, it would then be solely empowered to determine the issues raised in the litigation. Whether or not our Church body elects to consider any modification to its governance and polity, to its actions taken in Synodical convention, or to any modification to its governing documents, rest solely and entirely with the Synod in convention and should not and can not be abridged or compromised, without the knowledge, consent and authority of Synod.

Each director and officer is elected by and is responsible to the Synodical convention which is the ultimate authority of the corporation (articles of incorporation, section IV). Each officer and director has a non-delegable fiduciary duty and responsibility to support and protect the governance and polity of our Church body and the actions of Synod in convention, and the provisions contained within our governing documents.

Bylaw 1.4.1 provides:

The delegated convention of the Synod is the legislative assembly which ultimately legislates policy, program, and financial direction to carry on the Synod’s work on behalf of and in service to the member congregations, reserving to itself the right to give direction to all officers and agencies of the Synod.

Bylaw 3.1.1 makes the authority of the Synod in convention even clearer:

The national convention of the Synod shall afford an opportunity for worship, nurture, inspiration, fellowship and the communication of vital information. It is the principal legislative assembly, which amends the constitution and bylaws, considers and takes action on reports and overtures, and handles appropriate appeals. It establishes general Synodical positions and policies, provides overall program direction and priorities and evaluates all such positions, programs, policies, directions, and priorities in order to provide responsible service for and on behalf of its members.

The power and authority that rests with the Synod in convention has not been in dispute. Clearly jurisdiction with respect to everything which is administered by or for the entire Synod resides with the Synod itself. The ultimate authority over both ecclesiastical matters and corporate matters belongs to the Synod in convention and exercised through resolutions enacted by voting delegates thereto.

 It is clear as well that each elected officer and director is responsible to the Synod for the proper and prudent fulfillment of the authority and duties so designated to them. (See Articles of Incorporation, Section v.)

The highest such duty and responsibility for each such officer and director is to follow and protect the provisions of each of our governing documents, protect the polity and governance of the Church, and enforce the actions of Synod as determined in convention, and to report back to Synod in convention all these issues which should properly be placed before it.  To usurp Synod’s power and authority would be a clear breach of the fiduciary duty and responsibility of any such non-conforming officer or director

Our governing documents make specific provision as to how to handle matters that arise between meetings of the Synod in convention which are of a nature that action thereon should not be delayed until the next convention. It is therefore clear that no officer, no director, no combination of officers and directors can compromise matters reserved solely to the authority of the Synod in convention.

Those elected to the positions of officers and directors are those in whom we have expressed a confidence of integrity and ability to fulfill these important fiduciary duties and responsibilities. None are chosen to provide special or extraordinary expertise not otherwise available to be supplied by Synod in convention. Many elected officials serve for limited terms, such as the case with directors. It should therefore be obvious that a significant aspect of their respective duties and responsibilities should fall into the general category of “Gate Keeper”.  That is a person having the fiduciary duty and responsibility to express to the ultimate authority of the Church body these important issues and matters of concern for its deliberation and consideration.

As an attorney I would not wish to find that those elected to serve the Lutheran Church- Missouri Synod have performed in any manner other then by fulfilling, to the utmost extent, their fiduciary duties and responsibilities. The matters challenged by the lawsuit pending cannot be compromised by a Board of Directors or a committee of four acting without the knowledge, consent and authority of the Synod in convention. The allegations asserted in this lawsuit are of a serious nature. They attempt to subvert the substantial provisions of our governing documents. They make serious claims against our system of operation. They challenge our governance and polity, and they attempt to subvert the actions taken by Synod in convention. These are each issues that demand the attention and authority of Synod in convention.

Since your current activities stand to create immediate and substantial detriment to the Lutheran Church-Missouri Synod, I respectfully request an immediate cessation of settlement activity by the committee and a prompt response to my positions and concerns.

                                                            Sincerely,

                                                            Jeffrey C. Coyne

                                                            Attorney at Law

Cc: Board of Directors and District Presidents, via e-mail