# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_July 21 2020_S2
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

provisions for the board’s retention of supervision and the need to notify the President and Board of
Directors of the Synod of the formation of such standing committees. Such are required by Bylaw 1.5.3.4.
As to any responsibilities specifically of the board of regents that might be delegated to such committees,
again, the University is reminded that Bylaw 3.10.6.5 prohibits the delegation of the board of regents’
specific responsibilities to bodies including non-board members.
In the same respect, the commission notes in Sections 4.1 and 4.2 that the University’s bylaws as set forth
allow significant delegation to such committees, composed of board and/or non-board members, retaining
only certain “nondelegable powers” (Section 4.2). While Section 4.2 (f) appears to preclude delegation of
any authority required by LCMS Bylaws to be performed by the board itself, this seems a rather circuitous
means of circumscribing the authority of the committees vis-à-vis that of the board itself. The delegation
of any of the responsibilities expected by LCMS Bylaw 3.10.6.4 to be performed by the board of regents
itself would violate LCMS Bylaw 3.10.6.5.
Returning to Section 3.6, it is unclear to what provision of the Synod’s Bylaws this section refers. The
Bylaws of the Synod have no general provision for removal of board advisors such as those representing
the Foundation or those appointed by a district president, and reference to such an absent provision should
be corrected.
Finally, at Section 10.7, the commission does not understand the circumstances under which the
commission would be called upon to give an “approval” as described, and requests clarification of the
University’s intent.
The commission thanks the University for its submission of this draft and requests resubmission with the
identified items addressed or clarified, so that it may continue its review.
36. Concordia University Wisconsin Foundation Articles of Incorporation (20-2937) and
Concordia University Wisconsin Foundation Bylaw Revision (20-2928A)
Counsel for Concordia University Wisconsin (CUW), under the same cover letter from the chairman of the
CUW Board of Regents, also forwarded the Articles of Incorporation of the University’s controlled
Foundation, as requested by the commission in its April 4, 2020, initial review of the Foundation’s bylaws,
Op. 20-2928. Also forwarded was a slightly revised bylaw proposal. With the articles and revised bylaws
in hand, the commission here continues its review.
As an agency of a university that is itself an agency of the Synod, ostensibly created by the University,
controlled by the University, and operating as a delegate or agent of the University for fundraising,
investment and possibly other purposes, the commission understands the Foundation to be subject to the
requirements of Bylaw 1.5.3.6 and 2016 Res. 9-02A, as well as to the requirements, generally, imposed by
the Synod’s Bylaws on any agency of the Synod.
In Article VIII, the clause dealing with disposition of assets upon a dissolution satisfies the requirement of
such language by Bylaw 1.5.3.6 and 2016 Res. 9-02A. The articles, however, lack language stating the
relationship of the Foundation and its documents to The Lutheran Church—Missouri Synod, as required by
the same bylaw and resolution (see especially Bylaw 1.5.3.6 [a]). Such language will need to be added.
The commission’s further present concerns regarding the relation of the University and the Foundation are
treated in the review of the University’s bylaws above. The commission would have other comments on
the agreement of the articles and bylaws of the Foundation with the Constitution, Bylaws, and resolutions
of the Synod, but reserves such further review until the fundamental issues noted here can be addressed.
The commission finally notes that the 2019 Res. 7-03 Committee is presently preparing for the 2022
convention of the Synod a proposal regarding the relationship of the colleges and universities with the
Synod. The commission invites further conversation with the University regarding bringing governing

CCM Minutes – July 21, 2020 – Page 21