LCMS Convention Workbook St. Louis, Missouri — 2007, Page 218

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218 SEMINARY AND UNIVERSITY EDUCATION

5-15
To Amend Bylaw 3.8.3.2 re BUE Membership

Rationale

In the general Regulations for Corporate Synod and Agencies
of Synod, Bylaw 1.5.4 states:

Unless otherwise specified or permitted by the Bylaws, executives,
faculty, and staff on either the national or district level shall not be
members of the board of the agency under which they serve, nor shall
any such executive or staff be members of the board of any other
agency of Synod.

In the first half of Bylaw 1.5.4 it states “executives, faculty, and
staff on either the national or district level shall not be members of
the board of the agency under which they serve,” but in the second
half of the statement “faculty” is omitted. This omission of the
word “faculty” leaves open the possibility that a faculty member
from one of the colleges/universities/seminaries may serve on the
Board for University Education. A faculty member from another
Lutheran higher education entity serving on the Board of Univer-
sity Education is potentially in a conflict-of-interest position.

To ensure elimination of conflict of interest and potential com-
petition from and with other Lutheran institutions of higher educa-
tion, a statement specifying ineligibility of certain persons should
be included in Bylaw 3.8.3.2.

Therefore be it
Resolved, That Bylaw 3.8.3.2 is revised to read:

The Board for University Education shall consist of nine voting and
four nonvoting members (no more phan one member elected by Synod
shall be from the same district xecutiv member, 0
staff member from a Lutheran institution of higher fas may serve
on the Board for University Education):

and be it further

Resolved, That current board members stay in place through
their terms, and then each is replaced according to this bylaw.

Board for University Education/Concordia University System

5-16

To Change CUS Membership Structure

WHEREAS, The Bylaws of The Lutheran Church—Missouri
Synod state that the members of Concordia University System shall
consist of individuals appointed by the Board of Directors, Council
of Presidents, and colleges and universities of The Lutheran
Church—Missouri Synod (Bylaw 3.6.6.2); and

Wuereas, Missouri nonprofit corporation law requires annual —

membership meetings for all nonprofit corporations that have two
or more members who are natural persons; and

WHEREAS, Missouri nonprofit corporation law allows corporate
members to be represented by delegates and does not require an-
nual member meetings for the corporate members or their dele-
gates; and

WHEREAS, The Board of Directors of Concordia University Sys-
tem has determined that it is fiscally advantageous in scheduling
meetings to amend the Synod’s Bylaws to change from an individ-
ual member structure to a corporate member structure consisting
of (1) the Synod, acting through delegates elected by the Synod’s
Board of Directors and Council of Presidents and (2) the colleges
and universities of the Synod, acting through delegates elected by
their boards of regents; therefore be it

Resolved, That Concordia University System changes from an
individual member structure to a corporate member structure; and
be it further

Resolved, That Synod Bylaw 3.6.6.2 be amended to read as fol-
lows:

PRESEMF PROPOSED WORDING
The members of Concordia University System shall consist of sve
a: 8 p ed the Synod and the
colleges and universities of the Synod. The Board of Directors of the

Synod and the Council of Presidents of the Synod each shall elect dele-
ntin

gates representing the Synod. The boards of regents of the colleges and
universities of the Synod shall elect delegates representing the colleges
niversities. The numbers of del by the Board of Di-

rectors of the Synod, end the Council of Presidents, and the-ether- group
eensisting boards of-ne eelleses-ai e
#ee;-e6 regents shall be established by ‘h-eorporstonbews Atticles

f In ration r Bylaws of niversi m.

_ and be it finally

Resolved, That item four (4) under the heading “Voting Mem-
bers” in Bylaw 3.8.3.2 be amended to read as follows:

PRESENF PROPOSED WORDING
4. Three laypersons appointed by the delegates of the members of
Counet-et Members

Concordia University System
Board for University Education/Concordia University System

§-17
To Amend Bylaws re Board Member Qualifications

Rationale

WHEREAS, Because of the increasing complexity of oversight
and governance of higher education programs and facilities, those
who serve as board members should be expected to possess spe-
cial qualifications (in addition to Bylaw 1.5.1 requiring board mem-
bers to be members of member congregations of the Synod). These
qualifications grow out of a list of specific responsibilities a board
member must understand and deal with on an oversight or govern-
ing board.

Colleges/universities of the LCMS are academic institutions.
They are in the business of education at the professional level.

Colleges/universities on the average have over 1,000 students
and have faculty/staff personnel in excess of 100. Personnel, legal,
and human resource management issues are inherent in a complex
organization.

Colleges/universities manage operational budgets from $10 mil-
lion to $30 million. Fiscal management requires strategic decision
making to maintain fiscal viability.

Colleges/universities of the LCMS insure facilities in excess of
$1 billion, some of which is financed through state and local bond
issues. Management, maintenance, financing, and scheduling of
multiple facilities to minimize capital debt is essential.

Colleges/universities rely almost exclusively on tuition/fee
charges and individual donor gifts for operating revenue sources.
Recruitment of students and encouragement of donors for support
is a daily requirement.

Therefore be it

Resolved, That the following desired qualifications for layper-
sons to serve on the BUE/CUS Board or the Board of Regents of a
college/university be adopted and stated as a bylaw in the Synod’s
Handbook:

1. Committed to the mission and purpose of the respective institution

2. Knowledgeable regarding the region in which the institution is
located

3. Possessing an earned baccalaureate, advanced academic degree,
or advanced leadership experience

4. Having experience in at least one of the following:

. Governance of substantial institutions

. Strategic planning

. Performance accountability measurement and assessment

. Fiscal management and operations of complex organizations

. Higher education administration

. Executive administration of large organization

. Legal counsel

5. Committed to allocating time, talent, and treasure to the institu-
tion and to assisting with the identification and encouragement
of donors;

and be it further

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