# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_September 14 15 2018_S2
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

is thanked for its attention to these matters and asked to file a clean copy of its documents with the
commission as finally adopted.
The commission notes, for the attention of the university and of the Commission on Handbook, one
potential issue in relation to the language of advisory [board] members. Synod’s bylaws specify that boards
of regents, like other governing boards “of the Synod,” have members “elected and appointed as otherwise
prescribed in these Bylaws [of the Synod]” (Bylaw 3.2.2.1). While Bylaw 3.10.6.2 treats ostensibly only of
voting members, Synod’s bylaws make no provision for addition of advisory members to governing boards.
While boards may have many advisors, the language of board membership has important consequences
(e.g., Bylaw 1.5.1’s requirement that board members be members of member congregations, and Bylaw
3.10.6.5’s requirement that boards not commingle authority with bodies containing non-board members.)
Likewise, the commission has identified other instances of officers and staff of agencies being regarded as
advisory members of the boards they serve, despite the absolute prohibition of Bylaw 1.5.1.1, which does
not distinguish voting from advisory membership. This commission refers this issue to the Commission on
Handbook for clarification.
186. Review of College, University, and Seminary Articles of Incorporation (18-2894)
In keeping with the convention’s assignment of 2016 Res. 9-02A, to review the articles of incorporation of
Synod agencies for compliance with Bylaw 1.5.3.6, the commission reviewed the status of the articles of
the colleges, universities, and seminaries of the Synod. At present, the commission understands the status
of the various institutions’ articles of incorporation as follows:
•

Concordia College Bronxville: Charter on file, last amended in 1985, lacks both relationship and
asset disposition language required by Bylaw 1.5.3.6 and 2016 Res. 9-02A. Bylaws have never
been reviewed. The college is requested to send present bylaws for the commission’s review and
urged to attend to the requirements of Bylaw 1.5.3.6 and 2016 Res. 9-02A.

•

Concordia University Chicago: Articles do not contain the relationship or asset disposition
language required by Bylaw 1.5.3.6 and 2016 Res. 9-02A (Op. 18-2893).

•

Concordia University, Irvine: Proposed articles contain language required by Bylaw 1.5.3.6 and
2016 Res. 9-02A (Op. 18-2894).

•

Concordia University, Portland: Articles contain asset disposition but no relationship language as
required by Bylaw 1.5.3.6. and 2016 Res. 9-02A (Op. 16-2803).

•

Concordia University Nebraska: Articles contain unclear asset disposition but no relationship
language as required by Bylaw 1.5.3.6. and 2016 Res. 9-02A (Op. 16-2800).

•

Concordia University, St. Paul: Articles contain partial asset disposition but no relationship
language as required by Bylaw 1.5.3.6. and 2016 Res. 9-02A (Op. 16-2804).

•

Concordia University Texas: Articles and bylaws have never been reviewed. Articles on file, most
recently revised in 1995, lack both relationship and asset disposition language required by Bylaw
1.5.3.6 and 2016 Res. 9-02A. The college is requested to send present bylaws for the commission’s
review and urged to attend to the requirements of Bylaw 1.5.3.6 and 2016 Res. 9-02A.

•

Concordia University Wisconsin / Ann Arbor: Articles contain asset disposition but not relationship
language required by Bylaw 1.5.3.6 and 2016 Res. 9-02A (Op. 16-2808).

•

Concordia Seminary, St. Louis: The 1853 charter, while it clearly establishes control by the Synod,
does not contain the asset disposition or relationship language required by Bylaw 1.5.3.6 and 2016
Res. 9-02A, nor does it reflect the present governance of the seminary.

•

Concordia Theological Seminary, Fort Wayne: Articles on file, dated 1977, contain relationship
language clearly indicating control by the Synod but not of the type required by Bylaw 1.5.3.6 and
CCM Minutes – September 14–15, 2018 – Page 144