# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_December 6 7 2024_S7
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

approving the proposed amendment(s). No amendment to these Articles of Incorporation
may contradict the Constitution and Bylaws of The Lutheran Church—Missouri Synod,
and all amendments shall be subject to approvals required by the Bylaws of The Lutheran
Church—Missouri Synod.
Before becoming effective, such instruments governing instruments of the corporation and
any amendments thereto shall be reviewed and approved by Board of Directors of the
Synod and the Commission on Constitutional Matters. A two-thirds (2/3) majority vote of
the Board of Directors of the Synod or the delegates at a meeting of the Synod is required
to amend the Articles of Incorporation, which is also the case to amend Article Fourth
(objects and purposes of the Corporation), Article Sixth (distribution of net assets in the
event of dissolution), and Article Eighth (procedure for amending the Articles of
Incorporation). A negative decision by either of these two bodies may be appealed to the
Synod in convention, which retains the right on its own initiative to require amendments
to such governing instruments.
Before becoming effective, any amendment of Article Sixth shall require, in addition, the
affirmative vote of the Synod in convention.
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The articles should somewhere specify that the corporation has no members (see RSMo 355.096).

(B) Bylaws
•

Article I, Section 1: The recitation of Bylaw 3.6.6.2.1 remains inexact, omitting “confession and”
before “doctrinal positions.”

•

Article I, Section 2: The first two sentences should be replaced with “Directors elected by the Synod
in Convention shall serve six-year terms and until their successors are duly elected and qualified.
Directors appointed to the board shall serve three-year terms. Members shall be ineligible for reelection or re-appointment after serving a total of two successive six-year or three successive threeyear terms, as further detailed in the Bylaws of the Synod.”

•

Article I, Section 4: The following sentence should be revised as indicated: “As is the case with
every agency of the Synod, the Concordia University System The Board shall hold quarterly
meetings apart from the above-noted exception unless otherwise stipulated except as allowed in the
Bylaws of the Synod, and may allowing for a manner of meeting (e.g., electronic) consistent with
the Synod Board of Directors policies.”

•

Article I, Section 6: The new addition to the list of triennial appointments, “and a President as Chief
Executive Officer (appointed by the voting members of the board),” is inconsistent with the fiveyear appointment period for the chief executive of a synodwide corporate entity (Bylaw 3.6.1.5).

•

Article I, Section 7: In (f), the word “assuming” is lacking before “any operational…”

•

Article IV: The final paragraph, starting “No amendment…” appears to be redundant and should
be removed.

With the above changes, the commission approves the revision of CUS Articles and Bylaws for adoption
as in harmony with the Constitution, Bylaws, and resolutions of the Synod. CUS is reminded to follow the
remaining process specified in Bylaw 3.6.1.7 for adoption of its new governing documents, thanked for
sending these documents for review, and reminded to send a clean copy of its documents as finally adopted
for the commission’s files.
65. Concordia University St. Paul Bylaw Revision (24-3028)
The Secretary updated the commission on the university’s work to revise its bylaw proposal since the
commission’s opinion. Progress is being made and a revised draft will be returned to the commission.
CCM Minutes – December 6–7, 2024 – Page 50