# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_September 12 13 2025_S10
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

•

Section 3.12: While the commission has no objection to what is stated here, the Foundation should
confirm that the section and its implementation thereof conform to the requirements of Synod
Bylaw 1.5.2.

•

Article VI: It should be noted that such amendments must be approved in advance by the LCMS
Commission on Constitutional Matters.

The commission renews its observation 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 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.
CU Ventures (Dated June 23, 2020; first review):
The commission became aware of a Wisconsin nonstock corporation, formed June 30, 2020, having
Concordia University Wisconsin Foundation as its sole member and being formed “to perform the functions
of, or to carry out the purposes of Concordia University Wisconsin Foundation, Inc., a Wisconsin nonstock
corporation and Code Section 501(c)(3) public charity (“CU Foundation”), including, but not limited to,
charitable, educational, religious, and/or scientific purposes within the meaning of Code Section 501(c)(3)
that benefit, perform the functions of, or carry out the purposes of CU Foundation. Additionally, the
Corporation shall be operated, supervised, or controlled by CU Foundation within the meaning of Code
Section 509(a)(3)(B)(i).” The university, by an email of August 30, 2024, provided the articles and bylaws
for CU Ventures, as well as a memorandum of understanding clarifying the handling of accounting for the
entity relative to the CUW Foundation.
As a corporation formed and utilized by an agency of the Synod, CU Ventures is subject to Synod BOD
Policy 6.12 and should have fulfilled its requirements (and those of 1981 Res. 5-07) at time of formation.
This matter is referred to the Synod BOD.
With regard to the CU Ventures articles, the commission notes the following:
•

Article 4: The articles lack, without authorization of the Synod BOD, the relationship language
required by Bylaw 1.5.3.6 (a) to be present. The “operat[ion], supervis[ion], or control[]” by CU
Foundation is not adequate in its own right to obviate such language.

•

Article 9: This article lacks, without authorization of the Synod BOD, the backup recipient
language required by Bylaw 1.5.3.6 (b) to be present.

•

Article 12: Such amendments must be approved in advance by the LCMS Commission on
Constitutional Matters.

With regard to the CU Ventures bylaws, the commission notes:
•

The corporation, as an agency of the Synod, is subject to the requirements of Bylaw section 1.5.

•

Bylaw 5.2: Consistent with Bylaw 1.5.1, members elected shall be members of member
congregations of the Synod.

•

Bylaw 5.6: Synod BOD Policy 4.1.2 applies to such electronic meetings.

•

Bylaw 5.10: Removal of a director must be for cause, consistent with Synod Bylaw 1.5.7.

•

Bylaw 5.13: Taking action without a meeting is subject to Synod Board of Directors Policy 4.1.3,
which requires a higher standard (a unanimous vote with all voting members participating) and
should take place only when board members are unable to meet. The 2/3 vote described here does
not meet that standard, nor is there any limitation stated on the use of this method.
CCM Minutes – September 12–13, 2025 – Page 111