LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — July 21, 2020, Page 1

Transcription machine transcription, uncorrected

⤓ Download .txt · copy text

MINUTES
COMMISSION ON CONSTITUTIONAL MATTERS
Internet Conference Meeting (Zoom.us)
July 21, 2020
32. Call to Order and Opening Prayer
Commission Chairman Dr. George Gude called the meeting to order, opening with prayer, with all members
present except for Larry Peters and Neely Owen, who joined early in the meeting.
33. Concordia University Wisconsin Articles of Incorporation (20-2936)
By a June 11, 2020, email, counsel for Concordia University Wisconsin (CUW), under a cover letter from
the chairman of the CUW Board of Regents and in response to the commission’s April 4, 2020, Op. 202927, forwarded proposed Articles of Incorporation intended to satisfy the requirements of Bylaw 1.5.3.6
and 2016 Res. 9-02A.
The commission notes in the redline draft, in Articles IV and VII, the apparent insertion of outdated
language having to do with the former “BUE” or “Board for University Education,” which must be removed
in favor of the exclusive language of the present “CUS” or “Concordia University System.” Otherwise, the
commission found the articles as drafted to contain the relationship and asset disposition language required
by Bylaw 1.5.3.6 and 2016 Res. 9-02A.
The university is thanked for addressing this issue and for submitting its documents for review. It is asked
to submit for the commission’s files a final, clean version of its articles once they are adopted and filed with
the state.
34. Concordia University Wisconsin Bylaw Revision (20-2927A)
Counsel for Concordia University Wisconsin (CUW), under the same cover letter from the chairman of the
CUW Board of Regents, also forwarded a revised bylaw proposal, responding to changes requested by the
commission in its April 4, 2020, Op. 20-2927. The commission has found the draft to have initially
addressed the issues identified in Op. 20-2927; however, in its present further review of a substantially
altered bylaw proposal the commission notes additional issues requiring attention.
At Section 1.3 (h), the commission notes that the draft includes language to allow “the delegation of certain
responsibilities in the area of fund and donor development, investment management, and related tasks to
Concordia University Wisconsin Foundation, Inc. (the Foundation), or its or any successor, provided that
in all cases the University retains control of the Foundation through majority control of the Foundation
Board of Directors as provided in the Foundation Bylaws to such an extent that the Foundation and the
University qualify to file a consolidated financial statement and further that such delegation does not in any
way mitigate or reduce the governance authority and responsibility of the Board of Regents of the
University.” The commission notes that the ultimate responsibility for the governance of such activities
rests with the board of regents (Bylaw 3.10.6.4 [e], [h], [i]). The commission is concerned that in the CUW
Bylaws as drafted, these responsibilities may be delegated to an entity that, while controlled in a corporate
law sense by the University, is not apparently regarded as subject to the requirements of an agency of the
Synod (e.g., being required to have board members that are all members of member congregations of the
Synod, Bylaw 1.5.1, etc.). Further, LCMS Bylaw 3.10.6.5 prohibits delegation of the board’s authority “to
any other body that includes non-board members.” The commission does not understand such delegation
to be possible, in a general sense, without “mitigat[ing] or reduc[ing] the governance authority and
responsibility of the board of regents.” It therefore cannot approve of this addition.
At Section 3.3, the commission notes that the board should be aware of the requirements of LCMS Bylaw
3.10.6.2 and 1.5.1 with regard to its appointed regents. With regard to the advisors and their voting service
on committees, the commission notes that, generally, standing committees of specialists containing nonboard members may be created by an agency of the Synod (Bylaw 1.5.3.4). Absent here, however, are clear

CCM Minutes – July 21, 2020 – Page 20