# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_May 25 2021_S4
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

to the foundation (an impression confirmed with a suitable limitation paragraph in the newly proposed
bylaw text). Nonetheless, the composition of the board of directors with other than members of LCMS
member congregations conflicts with Synod Bylaw 1.5.1.
As the commission noted in Op. 20-2928A, “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.” Said proposal, if adopted, might render the university and its foundation no longer agencies of
the Synod, rendering this conflict with the Synod Bylaws—at that point—moot. The university’s letter
notes: “We believe that all of us would like to avoid incorporating changes to our governance documents
that might have to be undone as soon as two years from now.” The commission appreciates reticence to
make precipitous and potentially unnecessary changes but remains unable to render approval based on
potential future bylaw changes.
With this significant proviso and observation that the foundation bylaws are and remain, for the time being,
out of compliance at least with Synod Bylaw 1.5.1, the commission provides the following review of other
proposed changes, with the intent of allowing the Foundation to refine other aspects of its governance while
seeking a path to resolution of the noted issue. The commission notes also less significant areas calling for
attention:
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Foundation Bylaw 3.6, treating removal of directors, is inconsistent with Synod Bylaw 1.5.7,
which treats the removal of directors of agencies of the Synod.
Foundation Bylaw 3.8.7 is inconsistent with the requirement of unanimous participation and
unanimous consent imposed by Synod Bylaw 1.5.3 and attendant LCMS Board of Directors
Policy 2.4.6.
Foundation Bylaw 3.12.3 may in practice be inconsistent with the limitation of powers of an
executive committee by Synod Bylaw 1.5.3.2, although this inconsistency may be mitigated
somewhat by Foundation Bylaw 3.12.7, if understood to control—but this seems very uncertain
to be the intent of the provisions taken together.
While the commission has no objection to what is stated in Section 3.13, the Foundation should
confirm that the section and its implementation thereof conform to the requirements of Synod
Bylaw 1.5.2.
In Article VI, it should be noted that such amendments must be approved in advance by the
LCMS Commission on Constitutional Matters.

As to the specific changes proposed, the commission finds at Section 7.7 that, similar to Section 10.7 in the
university bylaws, the text should read instead: “Any action taken or authorized by the Board of Directors
which would be inconsistent with the these Bylaws then in effect, but or has been indicated by the
Commission on Constitutional Matters of the Synod to be required by the Constitution, Bylaws, or
resolutions of the Synod, and such action is taken or authorized…” Since a similar change was accepted in
the university bylaws, the commission presumes the adoption of this suggestion here.
Otherwise, the commission finds the specific changes as proposed to be in harmony with the Constitution,
Bylaws, and resolutions of the Synod and approves such specific changes to be made, while maintaining
that the above issues remain unaddressed and out of compliance with the same. The commission will be
happy to review further proposed changes to address any of the above.
The foundation is thanked for its work to bring its governing documents into increasing harmony with those
of the Synod and for its participation in this review process and asked to forward, for the commission’s
files, a clean copy of its bylaws as adopted.
93. South Dakota District Proposed Articles and Bylaws, Resubmission (20-2953A)
By an email of March 26, 2021, the South Dakota District President forwarded a resubmission of his
district’s proposed articles and bylaws, pursuant to the commission’s previous review in Op. 20-2953. The
commission finds all of its previous concerns to have been addressed in the present draft and gives its

CCM Minutes – May 25, 2021 – Page 69