# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_March 30 2023_S10
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

membership on the board of regents. Individual regents act outside their authority and contrary to their
individual fiduciary duties to the Synod when they affirm such an action (Bylaws 1.5.2 [b] and [b][1];
3.10.6.4 [i] and [i][1–2]).
Question 2:

Does a board of regents of a university of the Synod have authority to amend its articles or
bylaws without the prior approval described in Synod Bylaw 3.9.2.2.3 (a)?

Opinion:
No. As an agency of the Synod, the board of regents of a university of the Synod may only
amend its bylaws or articles of incorporation with prior approval of the Commission on Constitutional
Matters of the Synod. Any such change made without that approval would be null and void (Bylaw 3.9.2.2.3
[a]). If such a proposed change to the articles or bylaws of the university were contrary to the Constitution
and Bylaws of the Synod as then current, the commission would be required to reject such change. Outside
the convention itself, the commission has the sole authority to interpret the Constitution, Bylaws, and
resolutions of the Synod and has no authority to alter or waive their requirements (Bylaw 3.9.2).
Question 3:

Does a board of regents of a university of the Synod have an obligation to comply with the
Constitution and Bylaws of the Synod, including without limitation Article II and Article
III of the Constitution, when operating and managing and taking action on behalf of the
university, including an action purporting to separate the university from the Synod?

Opinion:
Yes. The Constitution in all its articles, the Bylaws, and the resolutions of the Synod are
binding on all agencies of the Synod, which includes every university. A board of regents of a university
of the Synod operates the university as a fiduciary and an agent of the Synod, which includes being faithful
to the confessional position (Article II) and the Objectives of the Synod (Article III) and faithfully
maintaining and adhering to the model of governance set forth by the Synod (Bylaw 3.10.6.4 [i][1–2]).
Ownership of the university remains primarily invested in the Synod, and is exercised first through the
Synod’s Board of Directors, which is the custodian of all property of the Synod, then through the CUS
Board, and finally through the board of regents, operating with the authority set forth for it in the Bylaws
of the Synod. In operating the institution as an agent of the Synod, a board of regents of a university and its
members are bound to carefully exercise its fiduciary duty to the Synod. (Bylaws 3.10.6.4 [i] and 3.10.6.4
[i][1]) If a university board of regents were convinced that it was in the best interest of both the Synod and
that institution for the institution to be divested or separated from the Synod, then it would be obligated to
follow the process detailed in Bylaw 3.6.6.4 (i) and to submit to its conclusion.
Question 4:

Do individual members of a Synod university board of regents have a duty to comply with
the Constitution and Bylaws of the Synod, including without limitation Article II and
Article III of the Constitution, when operating and managing and taking action on behalf
of the university, including an action purporting to separate the university from the Synod?

Opinion:
Yes. Constitutional and Bylaw provisions dealing with governance of the institutions—
including the assignment of ecclesiastical supervision and oversight to responsible officers and the
entrusting of institutional governance to the regents, jointly and severally, acting as fiduciaries of the
Synod—are intended to preserve for the ministry and mission of the Synod the institutions that the member
congregations, acting through the Synod, have created, sustained, and relied on (Bylaw 1.1.1 [b]). Any
noncompliance with these provisions on the part of a board of regents or individual regent is therefore not
in the interest of the Synod. Bylaw 1.5.2 (b) and (b)(1) require that every board member of every agency of
the Synod shall, when operating and managing and taking action on behalf of such agency (in this case, the
university), carry out responsibilities in a manner “reflecting the highest degree of integrity and honesty
consistent with the Scriptures, the Lutheran Confessions, the Constitution, Bylaws, and resolutions of the
Synod,” and shall act consistently in the interest of the Synod. “Any inappropriate activity shall cease or
the position will be vacated.” (Bylaw 1.5.2 [b][1]) As a board of the Synod (Bylaw 3.2.2 [6]), a board of
regents, which has been given authority to manage the university on behalf of the Synod, has a direct,
“fiduciary” responsibility to the Synod, which is to be exercised carefully (Bylaw 3.10.6.4 [i][1]). Bylaw
1.5.1.3 requires each member of a board be sensitive in all activities to avoid “taking or giving offense,
CCM Minutes – March 30, 2023 – Page 136