LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 15, 2020, Page 5

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position, while employed by a non-calling entity, to be actively rostered as carrying out an aspect
of the ministry. It would be best to clarify the language of Bylaw 6.009 (g) and 14.009 (c) to clarify
that this is the intent.
In the language being added to Bylaw 9.001, for clarity’s sake, the word “appointed” should be
used rather than “elected” (cf. Synod Bylaw 1.5.1.2 [a]).

The commission thanks the Texas District and its secretary for submitting these documents and requests
resubmission, with the above issues addressed, so that it can continue its review. In addition, the
commission notes again, as in its Op. 18-2864, that the articles of incorporation of the Texas District lack
both the relationship and asset disposition language required by LCMS Bylaw 1.5.3.6 and 2016 Res. 902A. The district, which indicated that its legal counsel was exploring the ramifications of such changes at
the time of Op. 18-2864A, is reminded of its need either to address these deficiencies or to apply for and
receive an exemption from the LCMS Board of Directors, as provided in the noted bylaw. The commission
reserves comment on the articles of incorporation, herein included, until such time as a draft addressing
these lacunae is submitted.
50. Concordia University, St. Paul, Proposed Revision of Articles of Incorporation, Bylaws, and
Policy Manual (20-2944)
By an August 4, 2020, email, the President of Concordia University, St. Paul, forwarded proposed restated
articles of incorporation and proposed revised bylaws for the university, along with the board of regents’
policy manual. The commission here reviews the first two items, designating the policy manual for review
in a subsequent agenda as Ag. 20-2944A.
Articles: The commission finds the proposed restated articles to be in harmony with the Constitution,
Bylaws, and resolutions of the Synod and approves them for adoption by the board of regents and filing
with the State of Minnesota. The proposed restated articles satisfy the relationship and asset disposition
requirements of Bylaw 1.5.3.6 and 2016 Res. 9-02A.
Bylaws: The commission notes the following points needing attention in the restated bylaws:
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Section 2.4 should include the requirement that the qualifications of board-appointed regents must
be reviewed and verified in advance by the Secretary of the Synod and the President of CUS (or
their designees) (Synod Bylaw 3.10.6.2 [8]).
Section 2.6: In B III B, the parenthetical phrase “(excluding the person whose membership is in
question)” may be removed, as it is a general provision in Synod Bylaw 1.5.7.1 (c)(2) that is not
applicable here.
Section 4.3: The commission finds the language of this section confusing and is unable to discern
the intent. It is unclear to the commission what it means that removal by the board is “separate from
any other process required under the LCMS Governing Documents.” Synod Bylaw 3.11.1 makes
staff employment generally “at the pleasure of the appointing authorities;” it is unclear how this
citation applies to the rest of the section. Finally, the implication seems to be that the board could
at any time remove the president of the institution, without cause. This would appear to conflict
with Synod Bylaw 3.10.6.6.1, which has the president of a college or university serving a five-year
renewable term, with respect to which removal for cause would be expected to be conducted in
accord with Synod Bylaw 3.10.6.7.5 and related bylaws and the Model Operating Procedure
Manual. Some clarification of this section is required.

The commission, noting outstanding progress made already in the course of this revision, requests a
subsequent draft addressing the above issues, upon which it will be able to conclude its review and approve
the bylaw change for adoption by the board of regents.
The board of regents and its president are thanked for carrying out this very significant revision, which has
thoroughly addressed the commission’s concerns as expressed in Op. 16-2804, Op. 16-2804A, and Op. 202929, and for submitting these documents for review. The university is reminded to file clean copies of the

CCM Minutes – September 15, 2020 – Page 36