# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_April 6 7 2018_S10
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

University System (CUS) and the Office of the Secretary, as providing an implementation of the procedures
once elaborated in the bylaws of the Synod, with the caveat that the institution should consult legal counsel
to review the MOPM and provide limited edits as necessary, to assure compliance with applicable laws,
including laws governing employment contracts, alternative dispute resolution agreements and legal
remedies.
Concerning the bylaws:
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Article I, Sections 2, 4, and 7: It is not accurate to say that vacancies on the board of regents are
filled, in general, by the board of regents. Vacancies in Synod-elected, district-elected, and certain
other positions are filled otherwise. CUSP Bylaws need to be amended into compliance with LCMS
Bylaws 3.10.6.3 and 3.2.5.

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Section 8: The powers of the board of regents relative to the property and operation of the institution
are limited by the Constitution, Bylaws, and resolutions of the Synod. For example (among many
others), disposal of real property requires approval of the Board of Directors of the Synod. See also
LCMS Bylaws 1.4.4, 3.3.4.5, 3.3.4.6, and 3.10.6.4, as well as LCMS BOD Policy 5.4.1.2.3.1.

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Article V: Amendments may be made only with prior approval of the LCMS Commission on
Constitutional Matters. This requirement may be implicit in their consistency with the Constitution,
Bylaws, and resolutions of the Synod, but should be explicit.

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While such a statement, were it to be included as required in the Articles, would govern, it would
be well to add also to the Bylaws that the provisions of these Bylaws are all subject to the
Constitution, Bylaws, and convention resolutions of The Lutheran Church—Missouri Synod.

Noting Appendices C, D and E, “Board of Regents’ Advancement Committee,” “Committee on Finance,
Operations and Personnel,” and “Academic Committee,” respectively, the commission points out LCMS
Bylaw 3.10.6.5. The board should carefully evaluate its policies and practices, with regard to these
committees, in light of this bylaw, as it seems to the commission there is a significant potential in this
structure for constructive delegation and commingling of authority to/with bodies including non-board
members. The commission also notes LCMS Bylaw 1.5.3.6, that standing committees such as these may
be created, but proper safeguards must be in place to maintain the proper authority of the board. The creation
of such committees must also be reported to the President and Board of Directors of the Synod.
The commission also notes an internal inconsistency: the omission in Appendix E, “Academic Committee,”
of the suggestion present in Appendices C and D, that the majority of committee members be members of
LCMS (congregations). In this connection, the commission notes Bylaw 3.10.6.1 that “the board of regents
of each institution shall consider as one of its primary duties the defining and fulfilling of the mission of
the institution within the broad assignment of Synod.” Obviously, the commission understands only what
it is able to discern from the documents presented and has no opportunity to observe the operation of the
board or its committees (and the same caveat might be applied to all the concerns noted). Nonetheless, the
commission questions whether the delegation of significant authority, even if only advisory, to a body not
required to be comprised of at least a majority of members of LCMS congregations is consistent with this
fiduciary responsibility the board of regents owes the Synod. It would be most appropriate for strong
safeguards of the board’s governing interest (and the interests of Synod as a whole) to be explicitly stated
and enforced—perhaps that a majority of the committee members be not only members of LCMS
congregations but also members of the board of regents, and to expressly state that the committees are
advisory only, with all decision-making authority remaining with the board.
Concerning the remainder of the board policy manual:
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Throughout, references to the LCMS Handbook require updating.

CCM Minutes – April 6–7, 2018 – Page 117