# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_August 9 10 2024_S7
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

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Bylaw 5.03 (g) should, rather than establishing the second ballot at four (since ties are included in
forming a ballot, potentially making the first ballot of six or more), deal with removals from
successive ballots in the manner of Synod Bylaw 4.7.3 (b).

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Bylaw 5.04, unlike the district bylaws for other offices, includes no procedure for the actual election
of vice-presidents, which needs to be implemented and to conform to Synod Bylaw 4.7.3 (b).

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Bylaw 5.06: The commission presumes (a) means that a ballot is presented containing all offices
for election, this means a paper ballot containing all remaining offices for election, and that after
the first ballot, those elected by majority vote are resolved and the remainder are voted on through
successive ballots. This could be clearer (for example, that adoption of a slate by a single majority
vote is not attended.) It appears that (c) should continue (b).

The district is thanked for the submission of these documents for review. The commission looks forward
to review draft proposed changes, so that it can give its approval prior to their presentation to the district
convention.
43. Concordia University, St. Paul, Bylaws, Proposed Revision (24-3028)
By an email and memorandum of April 3 and a subsequent email of April 16, the president of Concordia
University, St. Paul (CUSP), forwarded for review the CUSP board committee’s draft of proposed bylaw
changes in response to 2023 convention bylaw changes related to the Synod’s universities, as well as the
university’s articles of incorporation, as adopted on July 30, 2020 (previously approved by the commission
in Op. 20-2944A). A preliminary review memorandum from the Secretary, dated May 21, 2024, was shared
with the commission. The commission notes the following:
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Section 1.1: This section needs to be rewritten to clearly reflect the essential relationship between
the university and its Synod, as expressed in Bylaw 3.10.6. Further, this relationship is not limited
to a legal relationship with corporate Synod; it is an ecclesial relationship encompassing the Synod
as a whole, of which the university is an “agency” (it is not an “agency” of corporate Synod).
While true of the school’s relationship to ecclesial Synod, the application of the term “agency” to
the university in its Bylaws, absent the Synod Bylaw 1.2.1 (a) definition’s exclusions of common
legal senses of similar terms, may be confusing. Nonetheless, it is important to note that bylaws
and policies related to Synod agencies (Bylaw section 1.5) do apply to Synod universities.
Not only the university’s relationship with the Synod but the corporation itself is subject to the
Constitution, Bylaws, and resolutions in convention of The Lutheran Church—Missouri Synod.
The university’s relationship to the Synod is not simply an external matter; much less, a mere
“contractual” one as suggested in the accompanying, explanatory memorandum. Instead, “the
institution’s mission…expressly incorporates the institution’s commitment to conduct all of its
affairs according to the Constitution, Bylaws, and resolutions of the Synod and the policies of the
Synod’s Board of Directors. The board of regents shall have no authority to and shall never exercise
any power contrary to the Constitution, Bylaws, or resolutions of the Synod.” (Synod Bylaw 3.10.6)
That the university is also subject to applicable policies of the Synod’s Board of Directors, as
indicated in this bylaw, should also be noted.

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Relative to the comment on deletion of the former Section 1.2, the proposal of Section 2.1 is not an
adequate substitution. The commission does note relevant and superior language in the university’s
Articles of Incorporation, although it has a concern regarding this, as well (see below).

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Section 1.2: Concordia University System (CUS) is no longer described in Synod Bylaws as “the
unified system” of the Synod’s colleges and universities. Rather, it exists to “facilitate ecclesiastical
visitation and affirmation of the Synod’s colleges and universities (Bylaw 3.10.6 and following)
and to assist with their cooperation and coordination” (Bylaw 3.6.6). While CUS exercises
CCM Minutes – August 9–10, 2024 – Page 30