# LCMS Convention Workbook_St. Louis Missouri_2019_S205
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

I. OPINIONS OF COMMISSION ON CONSTITUTIONAL MATTERS
3.10.6.4
The board of regents of each institution shall become familiar with and develop an
understanding of pertinent policies, standards, and
guidelines of the Synod and the Board of Directors
of Concordia University System.

(h) have authority, after receiving the consent of
the Board of Directors of the Synod by its
two-thirds vote and also the consent of either
the Council of Presidents by its two-thirds vote
or the appropriate board of regents by its twothirds vote, to consolidate, relocate, separate,
or divest a college or university.

…
(h) It shall take the leadership in assuring the
preservation and improvement of the assets
of the institution and see to the acquisition,
management, use, and disposal of the properties and equipment of the institution within
the guidelines set by the Board of Directors of
The Lutheran Church—Missouri Synod.
(i) It shall operate and manage the institution as
the agent of the Synod, in which ownership
is primarily vested and which exercises its
ownership through the Board of Directors as
custodian of the Synod’s property, the Board
of Directors of Concordia University System,
and the respective board of regents as the local
governing body. Included in the operation and
management are such responsibilities as these:
…
(5) Serving as the governing body corporate
of the institution vested with all powers
which its members may exercise in law
either as directors, trustees, or members
of the body corporate, unless in conflict
with the laws of the domicile of the institution or its Articles of Incorporation.
In such event the board of regents shall
have power to perform such acts as may
be required by law to effect the corporate
existence of the institution.
(6) Establishing and placing a priority on the
capital needs of the institution and determining the plans for the maintenance
and renovation of the buildings and
property and purchase of needed equipment, but having no power by itself to
close the institution or to sell all or any
part of the property which constitutes
the main campus.
—
3.6.6.1
The Board of Directors of the Concordia
University System has authority with respect to the
Synod’s colleges and universities. …
—
3.6.6.5
In keeping with the objectives and the Constitution, Bylaws, and resolutions of the Synod, the
Board of Directors of Concordia University System
shall
…

205

—
Divest. Equivalent to devest (q.v.) Devest. To
deprive or dispossess of a title or right (e.g. an
estate). Black’s Law Dictionary, Fifth Edition
(1979)
—
Question 1: How are the assets of a University liquidated?
Opinion: Synod’s Constitution places the authority of all of
Synod’s property with the Synod’s Board of Directors (BOD)
except “in those areas where it [the BOD] has delegated such
authority to an agency of the Synod or where the voting members of the Synod through the adoption of bylaws or by other
convention action have assigned specific areas of responsibility to separate corporate or trust entities, and as to those the
Board of Directors shall have general oversight responsibility
as set forth in the Bylaws” (Const. Art. XI E 2).
This BOD authority concerning Synod’s property is repeated in Bylaws 3.3.4 and 3.3.4.7. The property of Synod is defined in Bylaw: 1.2.1 (q) and includes all property of an agency
of Synod. A Concordia University is an agency of Synod, making all the property of the Concordia University property of
the Synod. Board of Directors Policies 5.4.1.2f have addressed,
in general, the delegation of property authority to college and
university boards of regents, which delegation remains subject
to the Bylaw requirement (3.10.6.4[i][6]) that a board of regents
has “no power by itself to close the institution or to sell all or
any part of the property which constitutes the main campus.”
A board of regents may validly liquidate the property of a
college or university under either of two circumstances. It may
do so:
(1) as part of a divestiture directed by Concordia University System under Bylaw 3.6.6.5 (h); or it may do
so
(2) having requested and obtained appropriate approvals
(Bylaw 3.10.6.4 [i][6]), as when forced to exercise its
fiduciary duties in a condition of financial emergency.
As the by itself of Bylaw 3.10.6.4[i][6] implies, the execution
of a closure or “liquidation” of a college or university (whether
initiated by Concordia University System under Bylaw 3.6.6.5
[h] or by the board of regents itself, on account of operating
conditions) does rest with the board of regents, as the governing body corporate of the institution (Bylaw 3.10.6.4 [i][5]), but
requires the consent of those with oversight authority, namely,
the boards of directors of the Synod and of Concordia University System.
Bylaws do not stipulate limits as to how much of the institution’s property may be divested in such a circumstance. There
being no limit placed by the Bylaws the CCM can only conclude
that the quantity of property and the kind of property that is
the subject of the divestiture is the same property to which the
above-noted authorities assented.
2019 Convention Workbook