LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — June 13–14, 2014, Page 14

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Opinion: There is no provision within the Synod’s Bylaws which would authorize either the board of
regents or the Concordia University System to create a position to replace or serve as substitute for the
office of president as this position is set forth in Synod Bylaws 3.10.5.5 through 3.10.5.5.2.
Question 2: If the above question is answered in the negative, what courses of action are available for
that board of regents to correct this situation?
Opinion: There is only one course of action. A board of regents, operating under the provisions of
Bylaws 3.10.5ff., is structurally bound by these bylaws and their requirements. Bylaw 3.10.5.5 requires
the existence of a president of such an institution and clearly identifies this individual as the executive
officer of the board of regents for the institution and identifies the specific duties and responsibilities of
the president.
Under the provisions of Synod Bylaw 3.10.5.5.2, a specific process is set forth for the selection of a
college/university president. It begins with the board of regents immediately informing the campus
constituencies, the Board of Directors of the Concordia University System, the President of the Synod, an
official periodical of the Synod, and other parties as appropriate of the vacancy or impending vacancy. It
concludes with the board of regents receiving a short list of candidates which, if it contains two or more
names, serves as the slate of approved nominees. At this point the board of regents, using this approved
slate, “shall elect the president of the college or university.” The board of regents is expected to go
through this process in good faith and to follow it to its natural conclusion in a timely fashion. Should the
president-elect decline to accept the position, the board of regents is responsible for resuming the effort to
fill the vacancy.
Question 3: In light of Bylaw 3.6.1.5 (b) (1)–(2), describing the length of service for interim chief
executives of synodwide corporate entities, would a similar time expectation be reasonable
for the board of regents to move forward and elect a permanent present according to the
appointed process outlined in the Bylaws?
Opinion: Synod Bylaw 3.6.1.5 (b) (1)–(2) and the timeframes stated therein are not applicable here. This
provision is unrelated to the process set forth for filling the vacancy in a college or university president
position.
The process in place for the filling in a college or university president position must be followed in good
faith and in a timely fashion. Although the bylaws governing this process for filling the vacancy contain
no specific timeframes by which each action must be accomplished, the precision by which they set forth
the process and the detail indicated therein anticipate that those involved with the same and responsible
for the welfare of the institution in question will act with deliberate speed and with a design to accomplish
the result in an efficient and timely manner (see, generally, Bylaw 3.10.5.4 [a], [g]).
In the event that the board of regents does not fill the vacancy, such inaction by the board (either by
individual members or the board as a whole) may be sufficient to establish an incapacity to act, a breach
of fiduciary responsibility to the Synod or to the institution (or to both), or a neglect or refusal to perform
their duties as regents. This may be considered a basis for removal of some or all of the board of regents
under the provisions of Bylaws 1.5.7ff. Vacancies created thereby would then be filled under the
provisions of Bylaw 3.10.5.3, with the new board of regents having the responsibility to fill the vacancy
in the office of president.
50. Business Carried Over to Next Meeting

CCM Minutes – June 13–14, 2014 – Page 29