LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — February 13, 2016, Page 3

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February 22, 2016 Conference Call
After Chairman George Gude called the telephone conference call to order and provided an opening
prayer, he noted the two items on the agenda for the meeting: a review of the Bylaws for a new legal
entity in the Dominican Republic, and a question regarding the service of a faculty member of a
Concordia University System school on the board of regents of another CUS institution.
149. Review of Bylaws for New Legal Entity in Dominican Republic (15-2781)
The commission having expressed concern at its last meeting with the structure of the Bylaws document
drawn up to create a new legal entity in the Dominican Republic, it received assurances from legal
counsel that the document does protect the interests of the Synod. After further consideration and
discussion, the commission agreed upon the following response to the request for approval of the new
legal entity documents:
The Chief Administrative Officer of the Board of Directors forwarded to the commission the
documents that had been drawn up to authorize and approve the creation of a legal entity in the
Dominican Republic. Upon initial review, the commission expressed concern with the structure of the
document, its unfamiliar language, confusing terminology regarding membership, et al. As such, the
commission was not immediately satisfied that the document complied with Synod Bylaw section 1.5
(e.g., how Bylaw 1.5.1 is thought to pertain to such foreign organizations), the relevance of 1981 Res.
5-07, etc.
While the commission continues to be concerned about the document’s unfamiliar vocabulary, it
having made it difficult for the commission to carry out its important responsibility to ascertain
whether it is “in harmony with the Constitution, Bylaws, and resolutions of the Synod” (Bylaw
3.9.2.2.3), the commission also recognizes that the Board of Directors is the legal representative of
the Synod and the custodian of its property. If the board and legal counsel are satisfied that the
wording of the corporation protects the interests of the Synod, then the commission is ready also to
say that the document for the new legal entity does not contradict the Constitution, Bylaws, and
resolutions of the Synod, which is, finally, the commission’s specific responsibility. The commission
thanks responsible parties for clarification and minor corrections, allowing the commission to
conclude that its concern for compliance has been satisfied.
150. CUS Faculty Member’s Service on Another Institution’s Board of Regents (16-2783)

In a January 13, 2016 email, an individual member of the Synod and member of the Committee for
Convention Nominations raised the following question pertaining to one of the committee’s decisions:
“Considering the possible conflict of interest or relevant bylaws, may a faculty member from one
Concordia University System school serve on the board of regents of another CUS institution?”
After brief discussion, a member of the commission was asked to prepare a proposed opinion for
discussion at the commission’s next regular meeting, April 1–2, 2016, in St. Louis.
151. Close of Meeting
With all necessary business having been attended to, the conference call meeting was closed the
benediction spoken by Chairman Gude.

Raymond L. Hartwig, Secretary
CCM Minutes – February 22, 2016 – Page 114