LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — March 30, 2023, Page 8

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that “Officers of the Synod and its agencies serve in accordance with duties assigned to them or otherwise
authorized by the Constitution and appropriate bylaws.”
Because agencies were caused or authorized by the Synod, are given direction by the Synod via its
Constitution, Bylaws, and Resolutions, and are accountable to the Synod, every agency is bound by the
Constitution, Bylaws, and Resolutions of the Synod (Bylaw 1.4.5). An agency does not have authority to
amend or alter the Bylaws of the Synod or the applicability of the requirements of the same to itself. Only
a delegate convention of the Synod has authority to amend the Bylaws (Article XIV). Therefore, any action
taken by an agency which contradicts the Constitution, Bylaws, or resolutions of the Synod is null and void,
as is specifically stated in CCM opinion 05-2439 (from Question 2) “… any action or resolution by any
officer, board, commission, district, or other agency of the Synod that is in violation of the Synod’s
Constitution and Bylaws is null and void.”
Bylaw 1.5.2 requires all members of boards or commissions of every agency to avoid conflicts of interest
as described in the Bylaw. Bylaw 1.5.2 (b) states that all board members of an agency must carry out their
responsibilities “in a manner reflecting the highest degree of integrity and honesty consistent with the
Scriptures, Lutheran Confessions, Constitution, Bylaws, and resolutions of the Synod…” Board members
of an agency shall not enter into activities that “may be detrimental to the interests of the Synod.”
Inappropriate activity, if it does not cease, is a cause for removal. Bylaw 1.5.2 (c) requires that prior to
accepting a position, all elected and appointed board members of an agency must sign a statement that they
have received, understand, and agree to abide by this provision. Bylaw 1.5.7 describes the causes of and
process for removal from membership on a board or commission, with a breach of fiduciary duty regarding
responsibilities to the Synod or agency included among the causes for removal.
Universities as Agencies of the Synod
The Constitution, Bylaws and resolutions of the Synod are directly applicable and binding on all universities
of the Synod, as agencies of the Synod (Bylaw 1.2.1 [a]), and to the boards of regents governing them. The
confessional position of the Synod as stated in Article II, namely and without reservation, the Scriptures as
the Word of God and the Lutheran Confessions as a true and unadulterated statement and exposition thereof,
is applicable and binding on the entire Synod, which includes all its agencies, as well as the individual and
congregational members of the Synod. Article III lists among objectives of the Synod the training of
professional church workers (Const. Art. III 3) and the support of synodical colleges and universities
(Const. Art. III 5) subject to the Scripture and Lutheran Confessions. The Synod’s universities have been
formed and incorporated into the Synod to serve these fundamental ecclesial purposes. (The formation of
what would become Concordia University Texas was directed by resolution of the Synod Convention in
1923 [Proceedings, p. 30].) Constitutional and Bylaw provisions dealing with governance of the
institutions—including the assignment of ecclesiastical supervision and oversight to responsible officers
and the entrusting of institutional governance to the regents, jointly and severally, acting as fiduciaries of
the Synod—are intended to preserve for the ministry and mission of the Synod the institutions that the
member congregations, acting through the Synod, have created, sustained, and relied on (Bylaw 1.1.1 [b]).
A university which wishes to change its articles of incorporation (by amendment or restatement) or its
bylaws is required to receive advance approval from the Commission on Constitutional Matters of the
Synod (Bylaw 3.9.2.2.3 [a]). Failure to do so makes such a change null and void—as it has been adopted
contrary to the Bylaws of the Synod, to which every agency is bound—and unable to be put into practice.
The Bylaws of the Synod prescribe membership of the board of regents, how members are elected or
appointed, their term of office, and maximum number of consecutive terms an individual may serve (Bylaw
3.10.6.2). The only way by which any of these requirements prescribed in the Bylaws can be changed is by
action of a delegate convention of the Synod amending the Bylaws of the Synod, since a delegate
convention of the Synod is the sole legislative body of the Synod, and it alone has authority to change the
Bylaws (Article XIV). Should an agency make any change to its Bylaws that violate the Bylaws of the
Synod, such changes are null and void, as the Bylaws of the Synod control and supersede (Bylaws 1.4.3,
CCM Minutes – March 30, 2023 – Page 134