# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_September 12 13 2025_S14
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

Bylaws, and resolutions.” It therefore looks forward urgently to the university’s proposal(s) to address the
above stated issues.
143. Concordia Seminary, St. Louis, Charter and Board Policy Manual (23-3023E)
By an email of January 13, 2024, the President of Concordia Seminary, St. Louis (CSL), forwarded his
institution’s 1853 legislative charter (its only legally binding governing document), and board policy
manual, dated October 2020. A subsequent email (Aug. 5, 2024) from the board secretary indicated that the
board of regents has approved initiating a process to adopt the Missouri Not-For-Profit Act, which would
include adopting and updating articles of incorporation and bylaws for the seminary, subject, of course, to
the required approvals and participation by the Synod Board of Directors and the Commission on
Constitutional Matters.
In its review of the existing materials, the commission notes the following:
Legislative Charter: The commission notes a number of provisions in the legislative charter that are,
unsurprisingly, woefully out of date or incompatible with the Bylaws of the Synod regarding its seminaries.
The charter does indicate that any bylaws, rules, or regulations adopted shall “not [be] inconsistent with the
regulations of aforesaid [S]ynod,” which reflects the relationship requirement of Bylaw 1.5.3.6; as to the
asset disposition requirement, the commission finds no explicit language and cannot express an opinion
(but notes §2). A few details are noted:
•

In §2, the word “trustee(s)” is used here (and throughout the articles) rather than “regent(s).”

•

The authority granted to the board seems to exceed the authority given in Bylaw 3.10.5.5. For
example, subparagraph (e) stipulates that the BOR is authorized to establish a line of credit, borrow
for operating needs, etc. subject to the policies of the Synod BOD. There is no such qualification
in the Articles of Incorporation.

•

In §3 it states that the treasurer of the board must be a resident of St. Louis County, as §5 requires
of two trustees (regents). Bylaw 3.10.5.2 does not stipulate that any of the regents must be residents
of St. Louis County, making it impossible for this to be followed unless there happens to be a regent
that resides within the county.

•

§10–11 place no limits on the board regarding the location of the college (seminary) or construction
of its buildings. Bylaw 3.10.5.5 (h) limits the authority of the board to be within guidelines
established by the Synod Board of Directors.

Board of Regents Manual: The commission reviewed a Board of Regents manual dated October 1, 2020,
with the following comments:
•

Section 1.2: The language of shared governance, while admittedly perhaps a “term of art” in
accreditation processes, strikes the commission as potentially confusing the ultimate campus
authority of the board with potentially-competing claims of shares of the governance task by
administration or faculty. Each seminary of the Synod “shall be governed by a board of regents”
(Bylaw 3.10.5). Usage of the word oversight should be examined with care for replacement with
the term supervision (see Bylaw 1.2.1 [p] and [u]), where appropriate. See, for one prominent
example among others, Policy 1.2 (A) (8), where “ecclesiastical oversight” has improperly
replaced “ecclesiastical supervision” (cf. Bylaw 3.3.1.1.1). See also Policy 1.2 (B), where
supervision is clearly the right term. See also, for example, Policy 9.1, where the reaction of a
board of regents to an issue with the curriculum surely may be more than to “report it to the
higher authority” (“oversight” as defined in the Bylaws). Every instance of oversight and
overseer in the book needs to be reviewed carefully.

•

Policy 1.2 (A) (2): The provision references Bylaw 3.10.5.2.1, which does not define term limits.
It should probably just be 3.10.5.2.
CCM Minutes – September 12–13, 2025 – Page 115