LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — March 30, 2023, Page 9

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1.4.5, 1.5.2 [b], 1.5.3.6, etc.). Such a change could only be enacted if a future delegate convention of the
Synod amended the Synod’s Bylaws.
The members of the board of regents of a Synod university, who have signed a statement prior to taking
office affirming they have received, understand, and agree to abide by the conflict of interest provisions of
Bylaw 1.5.2, are required to operate the institution “as an agent of the Synod, in which ownership is
primarily vested, and which exercises its ownership through the Board of Directors as the custodian the
Synod’s property” and then through “the Board of Directors of Concordia University System” and, finally,
through “the respective board of regents.” In operating the institution, the university board of regents is to
“carefully exercise its fiduciary duty to the Synod.” (Bylaws 3.10.6.4 [i] and 3.10.6.4 [i][1]) While the
university board of regents does have ultimate responsibility and independence in operating the institution,
it always remains subject to the pre-established Bylaws of the Synod (Bylaw 3.10.6.5).
The Bylaws of the Synod provide a specific procedure for the consolidation, relocation, separation, or
divestment of a university (Bylaw 3.6.6.4 [i]), which does not allow a university to unilaterally separate
itself from the Synod, or declare itself to be independent of the Synod. According to this prescribed
procedure for a university to be divested it requires a two-thirds vote of approval by the Synod Board of
Directors, along with the approval by two-thirds vote of one of the following three: the Council of
Presidents, the board of regents of that university, or the Concordia University System Board of Directors.
Should such an action (separation or divestiture) be taken as prescribed in Bylaw 3.6.6.4 (i), the result
would be that the university now separated or divested would no longer be an agency of the Synod, which
in turn would have several repercussions. Some of these would include the loss of functions exclusively
reserved to “colleges and universities of the Synod,” under its forms of ecclesiastical governance and
ecclesiastical supervision:
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•

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Graduates from the university or those satisfactorily completing an approved program would no
longer be eligible to receive a call or be eligible for individual membership in the Synod as
commissioned ministers. (Bylaws 2.7.1–3; 2.8; 2.9)
Those individual members of the Synod, (commissioned or ordained) currently serving the
university would no longer be eligible to be classified as active members of the Synod (Bylaw
2.11.1). If such individuals wished to continue as individual members of the Synod, they would
need to apply for candidate status or if qualified for emeritus status. (Bylaws 2.11.2; 2.11.2.1;
2.11.2.2)
The university would no longer be eligible for advisory representation at conventions of the Synod
under Bylaw 3.1.4.2 (a).
Finally, the university would no longer be entitled to participate in those services offered by the
synodwide corporate entities, which are reserved to agencies of the Synod.
Questions Submitted

Question 1:

Does a board of regents of a university of the Synod have authority to unilaterally change
its governance model from that described in Synod Bylaw 3.10.6 (modifying the means of
appointment of its board of regents, for example)?

Opinion:
No. It is only a delegate convention of the Synod that, as the legislative body of the Synod,
has authority to amend the Bylaws of the Synod (Article XIV) or the Constitution of the Synod (Article
XV). Until such an action by a delegate convention of the Synod takes place, the members of a university
board of regents have no authority or ability to change the governance model of Bylaw 3.10.6—which, as
noted above, exists in the ultimate interest of furthering the Synod’s ecclesial purposes—remains binding
on any university of the Synod. Unless a university were to be separated or divested by the Synod under
Bylaw 3.6.6.4 (i), any such changes by a board of regents to the governance model described in Bylaw
subsection 3.10.6 would be null and void, and the Synod would continue to operate according to the Bylaws
as adopted by the convention and published in the Handbook in all areas including elections and
CCM Minutes – March 30, 2023 – Page 135