# LCMS Convention Workbook_St. Louis Missouri_2019_S206
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

206

I. OPINIONS OF COMMISSION ON CONSTITUTIONAL MATTERS

Question 2: Another avenue of questions asked what paper
trail must be established by Synod’s Board of Directors. The questions focus on what can be done
in private (executive session) by the BOD and
what must be public, and what would constitute
a proper form of “consent” allowing a board of
regents to act “not on its own.”
Opinion: Synod’s Constitution and Bylaws are silent concerning this question. As such, the commission can only conclude
that Missouri state law, if there is any state law on point,
possibly may govern the answer to this question. The CCM
states possibly because the Establishment clause of our Federal
Constitution as well as the Missouri State Constitution may
come into play. What the CCM can say is that the Constitution
and Bylaws do not require the BOD to release every facet of its
work (or these specific facets) in its public minutes.
While the fact that the BOD as an officer of the Synod
(Const. Art. X A) is “in everything pertaining to [its] rights and
the performance of [its] duties responsible to the Synod (Const.
Art. XI A 1)” implies that the conduct of its responsibilities
(Const. Art. XI E 2) must be reviewable by the convention, this
does not imply that the BOD cannot take, when necessary, confidential business actions. The BOD has both a fiduciary duty
and a bylaw obligation to avoid “creating potential liability”
(Bylaw 1.5.1.3). The BOD is the entity with fiduciary responsibility for the property and business of corporate Synod and
must be the entity to determine what is suitable for release to
public minutes. Issues surrounding the potential or actual closure of a college or university could understandably be very
sensitive, and have the potential, if disclosed prematurely or unnecessarily, to cause significant harm to the business operations
of the school, the Concordia University System, and the Synod.
The BOD has policies relating to executive session (BOD Policy Manual section 2.4.8) providing for its holding confidential
such material, and neither these policies nor their application
to material relating to school closure are inconsistent with the
Constitution or Bylaws of the Synod.
Bylaw 1.5.3.5 states “[a]ll agencies of the Synod shall develop policies and procedures for making available official minutes of their meetings …” Agencies by their very nature manage property that belongs essentially to the Synod, on behalf of
Synod’s constituent congregations, and their actions with regard
to that property are to be reported for examination by the Board
of Directors and by the Synod as a whole. Corporate Synod and
its Board of Directors are not “an agency of the Synod,” Bylaw
1.2.1 (a), and therefore not subject to Bylaw 1.5.3.5.
As a corollary, there are no magic words to signify “consent” to the divesting of property. The CCM would expect “consent” to be worded in language easily understood by whoever
must be assured that proper “consent” has been given, such as
Concordia University System, Synod’s Board of Directors, or
the board of regents of the school.
Question 3: A third line of questions regarded filling vacancies on a board of regents and length of service.
These are summarized as follows: In the event
that vacancies occur on a board of regents (Bylaw
3.10.6.3), what remedy does a board of regents
have if the appointing body fails or neglects to fill
the vacancies?
2019 Convention Workbook

Opinion: The Bylaws of the Synod do not address a remedy for
failure to fill a university/college board of regents vacancy. An
agency concerned that relevant bylaws are not being carried
out as to filling vacancies should contact the appointing body
or the President of the Synod under Bylaw 3.3.1.2 (c).
Question 4: According to the Constitution and Bylaws of the
Synod, when, and under what circumstances, is a
board of regents of a “closed” institution considered dissolved or dismissed?
Opinion: The Bylaws do not go into detail on the topic of the
discharge of the members of a board of regents for a closed
university/college. The question is one typically dealt with in
state nonprofit corporate law.
Adopted August 17–18, 2018

Concordia University System Educational
Arrangements with Other Church Bodies
(18-2890)
The President of the Concordia University System (CUS)
posed questions of the commission, stating initially by way of
background the following:
Several of the Concordia universities have entered into or are contemplating an educational
relationship with church bodies that are not in
fellowship with The Lutheran Church—Missouri Synod. One university has announced that
another church body, which ordains women,
will recognize the university’s courses (Greek,
Hebrew, Church history, etc.) as a portion of the
church body’s pre-ministerial training. Similar
arrangements are being considered by other universities, with other church bodies with which
the Synod is not in fellowship, both Lutheran
and Anglican.

Response and discussion of “Background”
material:
Synod Bylaws 3.6.6.6 (a) and (b) require the CUS Board, in
consultation with the colleges and universities of the Synod, to
develop and have in place policies that would assist and ensure
that those responsible for the educational programs of the institutions do so in a manner designed to “preserve their Lutheran
identity” as relating to the Article III objectives of the Synod’s
Constitution. These objectives grow out of the confessional
roots of the Synod in Article II in that they are developed and
performed “under Scripture and the Lutheran Confessions”
(Article III).
The Concordia University System has particular responsibility “to provide for the education of pre-seminary students,
ministers of religion—commissioned, other professional church
workers of the Synod” (Bylaw 3.6.6.1). Decisions of colleges and
universities in any way impacting such programs—including arrangements with other church bodies to contribute to the training of their workers—must be coordinated with the Concordia
University System. Likewise, creation of new programs, if such
are conceived for training of extra-synodical church workers, is
to be reviewed and approved by CUS (Bylaw 3.6.6.5 [c]).
Preservation of “Lutheran identity” is not a matter of protecting a quaint ethnicity, but rather deals with the truth of the