# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_September 12 13 2025_S11
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

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Bylaws 6.7–8: Requirements that minutes (Bylaw 1.5.3.5) and financial records (Bylaws 1.5.4;
3.3.4.10) be made available as required by Synod Bylaws should be noted.

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Article 8: Synod Bylaws regarding types, formation, and limitations of committees (Bylaws
1.5.3.1–4) need to be noted and complied with.

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Article 9: The corporation is required to adopt a conflict-of-interest policy consistent with Bylaw
1.5.2 and not simply “upon such terms and conditions as the board considers appropriate.”

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Article 11: Without certainty as to the freight of the referenced Wisconsin statutes, it seems that
indemnification statements should note exclusions (e.g., gross negligence, willful misconduct, etc.,
and the director or officer’s advanced expenses in non-covered incidents).

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

The commission thanks the university for sending these documents for review. Finally, the commission
notes the directive of 2023 Res. 7-04B, that “all boards of regents and boards of associated foundations
[are] directed to correct any identified noncompliance with the Synod Constitution, Bylaws, and
resolutions.” It therefore looks forward urgently to the university’s proposal(s) to address the above stated
issues.
141. Concordia University, Nebraska, Articles and Bylaws (23-3023C)
By an email of January 2, 2024, general counsel for Concordia University Nebraska (CUNE) forwarded for
review the university’s articles (last filed February 2017) and bylaws (last amended May 2018). Recent
review history includes Op. 16-2800, 16-2800A, and 18-2894, all of which indicate deficiencies remaining
to be addressed. These have been incorporated below. In its present review, the commission noted
(specifically excluding areas where numerical references to Synod bylaws simply require updating):
Articles of Incorporation
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The relationship language required by Bylaw 1.5.3.6 and 2016 Res. 9-02A is not present (as noted
in Op. 18-2894).
Article IV: The dissolution clause limits use of assets to educational purposes. As this is not the
language of Bylaw 1.5.3.6 (b), this will require adjustment or exception granted by the Board of
Directors of the Synod (as noted in Op. 18-2894).
Article VIII: The amendment article does not include the requirement of prior review and approval
by the Synod’s Commission on Constitutional Matters. The inclusion of amendment language
without all component requirements is not consistent with the Constitution and Bylaws of the
Synod. (See Op. 16-2800, which indicated that this requirement was neither satisfied nor indicated
in previous filings; Op. 16-2800A indicates that amendment without approval was an issue with
regard to the Bylaws, as well; revisions indicated as necessary at that time have not been
undertaken; see Op. 18-2800A.)

Bylaws
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Article 1: This provision exhibits great imprecision of language, coining the term affiliate to
describe the university’s relationship to the Synod rather than agency, and describing it as
“perpetually maintain[ing] membership” and being “subject to the administration…of the Board of
Directors of Concordia University System.” None of this language is consistent with the Synod’s
Constitution and Bylaws.
Article 2: Language describing the function of the Board of Regents dates from 1979 Synod Bylaw
6.21, in the Board of Control era. Language of present Bylaw 3.10.6 and 3.10.6.1 and its
subparagraph (a) could appropriately be adapted.
CCM Minutes – September 12–13, 2025 – Page 112