# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_September 12 13 2025_S21
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

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Section 5.05a and “Investment Policy”: Endowments, along with “legacies, bequests, devises, …,
annuity gifts and other trust funds” are to be managed through the LCMS Foundation, unless
permission is obtained from the Board of Directors of the Synod (Bylaws 3.6.5, 3.5.6.1.2).

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Section 5.06: The board seems hereby to be prohibited from taking action outside a meeting as
would be permitted by Synod Board of Directors Policy Section 4.1. The commission questions the
extent to which “all business” is committed to the president—seemingly without much
qualification—between meetings. Bylaw 1.5.3.2 also provides for the board to have an executive
committee, which is able to act in cases of emergency between meetings, rather than consigning all
to the chief executive.

The commission was also provided with a faculty handbook but did not review that document at this time.
The seminary is thanked for submission of 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 seminary’s proposal(s) to address the above stated issues.
146. Concordia University, St. Paul, Bylaws, Proposed Revision, Revised (24-3028A)
By emails of September 3 and 5, the President of Concordia University, St. Paul, (CUSP) conveyed a
revised draft of his institution’s proposed bylaws for the commission’s review. These had been revised in
response to the commission’s prior opinion, Op. 24-3028 (minutes of August 9–10, 2024, issued under the
note that “as the commission desired to provide timely guidance to the board of regents on these foremost
matters, the commission reserves the right to raise further issues with other aspects of this or future drafts”),
and in response to the university’s communication with an official at the university’s accreditor.
The commission reviews these proposed changes in light of CUSP articles dated July 30, 2020, and filed
May 3, 2024. With regard to the articles, it reiterates its opinion (24-3028) that the “exclusion [present in
Article XIII] ‘except to the extent applicable law requires otherwise is found to be a deviation from the
required relationship language of Synod Bylaw 1.5.3.6 (a), which either needs to be removed or requires
approval of the Synod Board of Directors.” The commission has not been informed of a resolution to this
issue.
With regard to the bylaws proposed, the commission notes the following:
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Section 2.1: The draft reads: “The Board of Regents shall have ultimate authority and independence
in the operation of the Corporation. The Board shall act in a manner consistent with the
Corporation’s ecclesiastical mission and the Constitution, Bylaws, and resolutions of the Synod in
convention, and, recognizing the applicability of the First Amendment of the United States
Constitution in the exercise of the Corporation’s ecclesiastical mission, all applicable laws and
accrediting standards. In fulfilling its fiduciary duties to the Corporation, the Board shall govern
the Corporation in a manner consistent with the obligations described in Section 3.10.6.1 of the
Synod’s Bylaws.”
The commission noted in its first review language that subordinated the regents’ obligation to
adhere to the Constitution, Bylaws, and resolutions of the Synod to “applicable law, regulation,
accreditation requirement, or the board’s fiduciary duties to the corporation,” noting deficiencies
in four key respects. The second of those—the bifurcation, by the former draft, of the regent’s
fiduciary duties—has almost entirely been resolved. The presently proposed language does not
completely comfort the commission as to the remaining deficiencies:
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First, Synod Bylaws have always required and continue to require “that the board of regents
govern the university at all times consistent with Synod’s polity (Bylaws 3.10.6, 3.10.6.1 [b–
d, q–r]; 1.5.2 [b]). Bylaw 3.10.6 is explicit in this regard: ‘The board of regents shall have no
authority to and shall never exercise any power contrary to the Constitution, Bylaws, or
CCM Minutes – September 12–13, 2025 – Page 122