LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — June 25, 2024, Page 1

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MINUTES
COMMISSION ON CONSTITUTIONAL MATTERS
Internet Conference (Zoom.us)
June 25, 2024
33. Opening Devotion and Adoption of Agenda
With all members present, Chairman Peters opened with a responsive reading of Psalm 115 and a prayer.
The meeting’s agenda, having been distributed, was adopted as follows:
34. Lutheran Church Extension Fund Canada Corporation (23-3005A)
The commission reviewed further discussion and correspondence with the Lutheran Church Extension Fund
(LCEF) and English District regarding this item, as well as a detailed review of the matter prepared by the
Secretary. LCEF and the district urgently desire to understand whether the restatement of the Canada
Corporation (CanCorp) as an LCEF agency, given certain limitations on changes that can be made to these
documents under Canadian law, is possible under the Constitution and Bylaws of the Synod, or whether a
different approach will need to be taken.
The commission discussed the matter at length, its essence being in what manner the structural requirements
of bylaws having to do with synodwide corporate entities apply to non-managed subordinate entities.
Having made plans to complete research and drafting of an opinion on this and remaining related questions,
it determined to continue its consideration in its in-person meeting in August and, meanwhile, to direct the
Secretary to request, under Bylaw 3.9.2.2 (b), input from the Synod Board of Directors and to update LCEF
and English District on the questions still under deliberation.
35. Proposed Amendments and Restatements, Concordia University System Articles of
Incorporation and Bylaws (24-3026)
By an email of March 13, the Director of Institutional Research and Integrity for Concordia University
System (CUS) forwarded for the commission’s review proposed amendments and restatements of the
synodwide corporate entity’s articles and bylaws, as prompted principally by adoption of 2023 Res. 7-04B.
In its review, the commission noted:
(A) Articles of Incorporation
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Article Fourth: The purpose of the corporation should be further revised to conform to the specific
charge stated in Bylaw 3.6.6 and elaborated in Bylaw 3.6.6.1. As to item (a), CUS no longer
generally approves programs of instruction (however, see Bylaw 3.6.6.1 [b]). As to (b), it no longer
provides “cooperative endeavors and services” or adopts policies generally directive of boards of
regents (cf. Bylaws 3.6.6.1 [k] and 3.10.6.7–3.10.6.7.1, relative to pre-2023 bylaws). Item (c) is
generally expressive of Synod’s Objective 6 (Const. Art. III) but does not fall within CUS’s specific
charge. Item (d) should be more closely reflective of Bylaw 3.6.6.1 (j), and (e) should be more
focused on Bylaws 3.6.6.1 [i, n–o]. Item (f) no longer reflects the function of CUS. A
comprehensive restatement in view of Bylaws 3.6.6–3.6.6.1 will likely be a better approach than a
mild revision of existing material, given the significant change in CUS’ scope.

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Article Sixth: The language is consistent with requirements of Bylaw 1.5.3.6 (b). Amendment
language as described in Bylaw 3.6.1.8 (d) should be included.

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Article Seventh: The language should be made consistent with requirements of Bylaw 1.5.3.6 (a)
and 3.6.1.8 (b), which require its subjection and the subjection of all its governing document
provisions not only to the Constitution but also the Bylaws and resolutions of the Synod in
convention.

CCM Minutes – June 25, 2024 – Page 21