LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 14–15, 2018, Page 1

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MINUTES
COMMISSION ON CONSTITUTIONAL MATTERS
Hilton Airport Hotel (Friday) and International Center (Saturday), St. Louis
September 14–15, 2018
183. Call to Order and Opening Devotion
Commission Chairman Dr. George Gude called the commission’s meeting to order, with all members
present except for Rev. Gerhard Bode, attending to pastoral duties in his home parish. Rev. Larry Peters
offered devotions Friday afternoon and Saturday mornings on the readings for Holy Cross Day.
184. Review of Concordia University Portland Articles (16-2803)
By a November 16, 2016, e-mail, the president of Concordia University Portland (CUP) forwarded his
institution’s articles of incorporation (dated August 13, 2010), bylaws (dated likewise), and policies (dated
December 2, 2011) for review, along with a note that the handling of complaints against faculty is “covered
under LCMS bylaws.” The institution is advised that this is no longer the case (see changes made to LCMS
bylaws in 2013 and 2016), and that the institution needs to have such policies in place. To assist the
institution, Concordia University System (CUS) and the Office of the Secretary have developed the Model
Operating Procedure Manual, which provides substantially the same procedures once included in the
LCMS Bylaws and the policies of CUS.
With regard to the articles, the commission notes that asset disposition language similar to that required by
LCMS Bylaw 1.5.3.6 (b) is present in Article 8, but that the relationship language required by LCMS Bylaw
1.5.3.6 (a) is entirely absent. The university is reminded that it needs, as a result of 2016 Res. 9-02A, to
adopt the required relationship language or seek a waiver from the LCMS Board of Directors in time for
compliance to be reported to the 2019 LCMS convention. It is further noted that the articles should specify
that prior approval of the Commission on Constitutional Matters (CCM) is required (LCMS Bylaw 3.9.2.2.3
[a]) before amendment of the articles of Synod agencies.
The commission notes the apparent restatement of the university’s articles of incorporation on Aug. 13,
2010, apparently apart from the review and approval the university was required to seek from the
commission, and in a form lacking the relationship language of 2004 Resolution 4-11. (The restatement
apparently removed the relationship language present in the previous articles.) This restatement, as
apparently performed without the required review and approval of the commission (2010 Bylaw 3.9.2.2.3
[a]), and contrary to 2004 Res. 4-11, is therefore improperly adopted, and the board of regents is advised to
take immediate corrective action to bring the articles of the institution into full conformity with both
elements of 2016 Res. 9-02A and Bylaw 1.5.3.6.
With regard to the bylaws, the commission notes the weakness of Article I, Section 3, in properly expressing
the relation of the university and its bylaws to the Synod and its Constitution, Bylaws, and convention
resolutions (LCMS Bylaw 1.5.3.6). Noted also is the need to update Article III to reflect 2016 changes to
LCMS Bylaw 3.10.6.2. Generally, the bylaws should be compared to the provisions of LCMS Bylaws 1.4.5;
1.5.1–1.5.7.2; 3.6.6–3.6.6.7; 3.9.2.2.3 [a]; and 3.10.6–3.10.6.7.5.2 to identify any conflicts (such as between
LCMS Bylaw 1.5.3 and CUP Bylaw Article III, Section 7) and to fill any lacunae in policy or practice. The
commission’s advance approval is also required for revision of agency bylaws (CUP Bylaw Article 10,
Section 1).
185. Review of Concordia University Irvine Articles and Bylaws (17-2808A)
By an e-mail of September 6, 2018, the office of general counsel for Concordia University Irvine forwarded
a draft of proposed articles and bylaws for the university. The commission notes that the concerns expressed
in its previous Op. 17-2808 have been satisfactorily addressed, and that the proposed articles contain the
relationship and asset disposition language required by Bylaw 1.5.3.6 and 2016 Res. 9-02A. The university
CCM Minutes – September 14–15, 2018 – Page 143