LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — March 30, 2023, Page 6

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Under CanCorp Bylaw 9.02, the “Chair of the Board” appears to the commission to be the chief
executive officer of CanCorp (rather than just being the presiding director at meetings of the board).
Under Bylaw 3.6.1.5, the President of the Synod has a role in making those appointments, which
would need to be included in the CanCorp bylaws.
CanCorp Bylaws 10.01 and 10.02 appear to be amalgamations of Bylaws 1.5.3.3 and 1.5.3.4.
CanCorp Bylaw 10.03 makes clear that these Standing Committees and Ad Hoc Committees may
have non-board members. In order for a committee to have non-board members, under Bylaw
1.5.3.4, those individuals must be specialists providing professional or technical assistance to the
board. And while Bylaw 1.5.3.4 does allow for delegation to such committees, the board must
retain supervision of that committee. Such committees shall also be reported to the President and
Board of Directors of the Synod.
Under CanCorp Bylaws 18.01 and 18.03, the CanCorp Bylaws and any future amendments are
effective upon passage by the CanCorp board. However, Bylaw 3.6.1.7 requires that prior to
becoming effective, all governing documents must be approved by the Board of Directors of the
Synod and by the commission (see also Bylaw 3.6.1.8 [c], which imposes additional requirements
on amendments affecting certain subject matters). CanCorp Bylaw 18.02 provides that amendments
to the CanCorp articles may only be amended “in consultation with” the Synod. The commission
is of the opinion that mere consultation is not sufficient for Synod’s role in amendments.
Consultation is the act of conferring or discussing with. It does not imply or bestow any authority
on the person being consulted with (see, e.g., Bylaw 3.6.1.5 where it clearly draws a distinction
between “consultation with” and “with the mutual concurrence of”). The Bylaws, however, provide
for a greater role for the Synod. The Synod is given the power to accept or reject. An agency is not
free to unilaterally disregard the decisions of the Synod. Similar changes regarding amendments
would need to be made to Section 5 of the CanCorp Articles.
CanCorp Bylaws do not contain the language required by Board of Directors Policy 6.2.1.3 [f]
(which is pursuant to 1981 Res. 5-07), stating that “The Bylaws of the corporation shall provide
that minutes of its Board of Directors or other governing board, and regular independently audited
financial statements, shall be promptly furnished to the Board of Directors of [the member]. The
Bylaws of the district, seminary, college, university, or other corporation of the Synod shall require
its Board of Directors to review and to appropriately respond to the content of those minutes and
financial statements.”
The commission notes that CanCorp Bylaw 19.01 should entirely repeal and replace the prior
bylaws, not just to the extent they are inconsistent. If the repealing and replacing are only limited
to prior bylaws that are inconsistent, there could be prior bylaws that are not inconsistent (such as
those that address areas not covered by these bylaws) that are still effective and would therefore
need to be reviewed and approved in light of the changes being proposed.

The commission appreciates the difficulties inherent in trying to operate across national boundaries.
However, it is not the commission’s task to evaluate whether something is a good idea or should be
permissible; instead, the commission is to evaluate the request in light of the Bylaws as they currently stand.
As it currently stands, the commission cannot approve the proposed CanCorp Articles and Bylaws.
171. University Board of Regents Unilateral Separation (23-3006)
The Board of Directors of the Synod has submitted a series of ten questions related to actions taken
November 8, 2022, by the Board of Regents of Concordia University Texas (CTX), requesting an opinion
from the Commission on Constitutional Matters. In conjunction with Bylaw 3.9.2.2 (b) the commission
invited input from the President of the Synod, the Synod Board of Directors, the Concordia University
System (CUS) Board of Directors, the Boards of Regents of all CUS Universities, Dr. Dean Wenthe,
president of CUS, and Mr. Matthew Buesching (LCMS Counsel).
Before specifically addressing the questions submitted, the commission deems it necessary to provide as
background a summary overview of the pertinent sections of the Constitution and Bylaws of the Synod
CCM Minutes – March 30, 2023 – Page 132