# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_August 17 18 2018_S14
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

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?

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.
163. Prior Approval of Adjunct Concordia University System Theological Faculty (18-2891)
The President of the Concordia University System (CUS) posed a question of the commission:
Question:

Does Bylaw 3.10.6.7.3 require adjunct as well as full-time theology professors to be vetted
in the same manner?

Opinion: In 2013 the Synod in convention restored the process of prior approval for initial appointments of
theology faculty at CUS institutions (2013 Proceedings, p. 140) but with a different process than the process
appointed for seminary faculties (2016 Bylaw 3.10.5.7.3 [a]). In 2016 the Synod in convention further
refined this process by removing the words all initial full-time and thereby extending this process to all
appointments and calls without qualification other than the single exception expressed in the referenced
Bylaw 3.10.6.7.3. The Board of Directors of the CUS has responsibility, under Bylaw 3.6.6.1, to facilitate
the process:
3.6.6.1

The Board of Directors of the Concordia University System has authority with respect to
the Synod’s colleges and universities. It shall have the overall responsibility to provide for
the education of pre-seminary students, ministers of religion–commissioned, other
CCM Minutes – August 17–18, 2018 – Page 135