# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_April 3 4 2009_S9
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

the heading for placement of the new procedure being developed by the
Commission on Structure.
I do not want you to be deceived about the status of the Board’s power to remove
a Regent for cause during the interim period. [Michigan law] grants the board
authority to remove board members for cause unless the bylaws declare
otherwise. Therefore, compliance with the CCM request has not changed the
power of the Board of Regents to remove a member for cause. Since the Regents
are responsible for CUAA corporate actions under Michigan criminal statutes
and civil law, and because CUAA’s ability to provide immunity and
indemnification is limited by those laws so that the Regents remain personally
accountable, Michigan law presumes that the Regents will need to do what they
need to do to prevent illegal corporate conduct, including to remove a board
member that interferers [sic] with corporate efforts to comply with the law.
I presume that the replacement language being considered by the Commission on
Structure will continue to empower the Board to remove members for cause
using a process that will allow the Regents to retain sufficient control of the
corporation including control of the board itself.


Regarding the dispute resolution process issue, although the Board of Regents has done a good
job with its own process, use of the Synod’s processes (Bylaw 3.8.3.8.9 and Bylaw section 1.10)
is a right that must first be granted or utilized to the extent they are applicable.



Regarding faculty appointments, Synod Bylaw 3.8.3.8.3 clearly gives authority only to the Board
of Regents to appoint full-time members of the faculty upon recommendation of the president of
the institution. This section of the Concordia Ann Arbor’s Bylaws must be revisited and Bylaw
3.8.3.8.3 should be quoted. The commission instructed its secretary to provide copies of this
February 19, 2009 letter to the Board for University Education and other university presidents,
inviting them to weigh in on this subject.

93. Agency Resolutions and Synod Actions (09-2556)
A pastor of the Synod, in an e-mailed March 18, 2009 letter, asked the following questions regarding an
agency’s possible negative response to an action taken by the Synod.
Question 1:

May an agency of the Synod (such as a district), by defeating a resolution to participate in a
Synod initiative or action (or by any other means) opt not to participate in an initiative or
action passed by the Synod in convention? What would be the effect of an agency’s
resolution to participate in an initiative or action passed by a resolution of the Synod in
convention, which is defeated by the agency? How should the members of the Synod
regard an agency’s resolution to participate in an initiative or action passed by a resolution
of the Synod in convention, which is defeated by the agency? How should the officers of
the national Synod and/or the various districts of the Synod regard such a resolution?

Question 2:

May an agency of the Synod (such as a district), by passing a resolution not to participate in
a Synod initiative or action (or by any other means) opt not to participate in an initiative or
action passed by the Synod in convention? What would be the effect of an agency’s
resolution not to participate in an initiative or action passed by the Synod in convention?
How should the members of the Synod regard an agency’s resolution not to participate in

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