LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — April 24, 2020, Page 8

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these are not advisory members of the board and should not be regarded or styled as such. (See
2019 Bylaw 3.10.6.2 and the amendment thereto effected by 2019 Res. 9-01 [F].) The membership
of the board is definitively fixed by the Bylaws of the Synod.
Id., Section 3.4: LCMS Bylaw 3.2.4 (a), as amended by 2019 Res. 9-02 (B), sets the three-year
term of a regent elected by the district convention as commencing with the close of the district
convention at which the regent is elected.
Id., Section 3.8: LCMS BOD policy for action taken without a meeting requires a unanimous vote
in favor, unanimously participated in, a higher standard than that indicated here.
Article VII, The Faculty of the University: The commission noted for the board’s information that
the handling of faculty complaints and removal of faculty for cause (as well as the appeal afforded
to any faculty so removed) are required to be handled under board policies consistent with the
Model Operating Procedures Manual developed by Concordia University System and the
Commission on Constitutional Matters, and that the procedure here specified is not simply a matter
for the faculty, but involves the president and board of regents, and may in certain instances involve
ecclesiastical supervision.

The commission thanks the university for its submission and requests re-submission with the noted
concerns addressed, along with an indication of the university’s plan to bring its articles into conformity as
described above. The commission looks forward to continuing its review upon that submission.
20. Concordia University Wisconsin Foundation Bylaw Changes (20-2928)
By the February 4, 2020, e-mail noted above, the Concordia University Wisconsin (CUW) Office of the
President also forwarded CUW Foundation (CUWF) bylaw revisions having been approved by the CUWF
board (at its August meeting) for the commission’s review. The commission, having given some initial
consideration to various aspects of the bylaws in this, their first review, resolved that it will be unable to
review the bylaws adequately without also at the same time reviewing the entity’s articles of incorporation.
With thanks for the university’s submission of the foundation’s bylaws, the commission therefore requests
the submission of said articles and indicates its intention to continue its review upon their receipt.
21. Concordia University St. Paul Bylaw Revisions (Response to 2018 Review) (20-2929)
By a letter received February 25, 2020, the President of Concordia University St. Paul (CUSP) forwarded
bylaw changes effected by the CUSP board, in its October 2018 meeting and in response to the
commission’s previous review (Op. 16-2804A), without the commission having approved the text adopted.
The commission noted again, relative to the requirements of LCMS Bylaw 1.5.3.6 and 2016 Res. 9-02A,
that the university’s articles contain partial (deficient) asset disposition but no relationship language (Op.
16-2804). The commission understands that it is the university’s intention to submit proposed changes to
its articles and notes that such language will be necessary to properly undergird these bylaws and to clarify
their relationship to those of the Synod.
With regard to the bylaws as submitted, and in particular light of the commission’s previous review:
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Article I, Section 7: This article states that the “Board of Regents…shall fill any vacancies” but
then goes on to state (in a third repetition of the same language in the document) that not all
vacancies are, in fact, filled by the board of regents. Where regents have been elected by a Synod
or district convention, they take office as specified in those instances, and not upon some
subsequent action by the board of regents. The commission presumes CUSP shares this
understanding, but finds the language here in need of clarification.
Article I, Section 8: The commission notes that only a proper statement of the relationship of these
governing documents to the Constitution and Bylaws of the Synod places this statement, itself a

CCM Minutes – April 24, 2020 – Page 14