LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — April 3–4, 2009, Page 6

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

Article “Fourth,” subparagraphs (d) and (e) are also laudable objectives but not contained in
Bylaw 3.8.3.4.



Article “Fifth” makes no reference to the Handbook, which directs in Bylaw 3.6.6.1 that the
Board for University Education shall serve as the Board of Directors of the Concordia University
System.



Article “Ninth” should reflect that no amendment may be in contravention to the Constitution or
Bylaws of the Synod, and that proposed amendments of the Articles of Incorporation are required
to be submitted to the Commission on Constitutional Matters in advance to ascertain whether the
proposed changes are in harmony with the Constitution, Bylaws, and resolutions of the Synod, as
required by Bylaw 3.9.2.2.4.

Regarding the proposed Amended and Restated Bylaws of the Concordia University System, the
following:


Article I Section 2 calls for a triennial meeting at which the members will elect directors.
However, the directors of the BUE are the directors of the CUS, five of nine of whom are elected
by conventions of the Synod—this in addition to the election of the President, who is
automatically a member of the BUE unless he has designated a representative. The “election” of
the remaining three members of the BUE takes place as described through an election by the
delegates of the members themselves.



Article I Section 3 omits reference to Bylaw 3.8.3.4 (p) or in some other way acknowledges a
general submission to the Bylaws of the Synod.



In Article II Section 1 it should be noted that the bylaws propose to add qualifications to the lay
persons to be elected by the delegates of the CUS. In particular, they add a requirement that those
lay persons have financial, administrative, or academic expertise. The list of potential nominees is
also limited in the bylaws to those presented by the CUS Board of Directors, while no such
limitation exists in the Synod’s Bylaws. The process for the election of the three lay members set
forth in the last two paragraphs in this section is again not contained in the Bylaws of the Synod
but does not seem to violate them.



Article II Section 2 allows for the removal of directors by the electors at any time for cause. The
Synod has not yet resolved the issue of removal of board members and will likely address it again
at its 2010 convention. The commission is suggesting that all such provisions in agency
documents be removed until such time as the Synod addresses the matter in broad terms. At
particular issue is the question of removal of convention-elected board members.



Article II Section 4 allows for a “telegraphed” notice. It may be helpful to give consideration to
adding provision of notice by e-mail.



Article V, relating to the amendment of bylaws, should make mention of the requirement that
amendments be consistent with the Constitution, Bylaws, and resolutions of the Synod and that
all amendments are to be submitted to the Commission on Constitutional Matters in advance.

Regarding the Board Policy Manual, the following:


While Policy 1.2 has been updated from the prior draft provided to the commission, the updated
wording still lacks specific reference to colloquy issues.



In a prior comment regarding Policy 3.4 (12), the commission noted that Synod Bylaw 3.8.3.4 (c)
specifically makes the review and approval of new programs and the management of peer review

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