LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — August 9–10, 2024, Page 10

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The commission understands that the instance of “Synod’s Board of Regents” in Section 2.8 (e)(iii)
is meant to read “Synod’s Board of Directors.”
Finally, the recitation of Bylaw 1.5.7.1 (f) is not accurate or complete, at least as regards the First
Vice-President’s non-participation in the Praesidium’s determination and the draft’s omission of
the provision of Bylaw 1.5.7.1 (f)(7).
Unless there is a clear legal requirement to include the bulk of Section 2.8, the material might well
be included by reference from the Synod Bylaws.
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Section 2.10: It should be made clearer that the procedure for vetting of regent qualifications
described in Synod Bylaw 3.10.6.2.1 applies to vacancy appointments, especially as relates to (d).

•

Section 2.11: See comments on Section 2.8 above regarding the failure to complete training
resulting in the board declaring the seat vacant, rather than invoking the removal procedure of
Bylaws 1.5.7–1.5.7.2.

•

Section 3.2: That the noted approval for less frequent meetings is required to be obtained at least
annually would be a helpful clarifying insertion.

•

Section 3.4: Notice of a meeting given at a meeting would not reach those absent except through
advance delivery of the minutes, identifying the time and place of said meeting. Does this need to
be accounted for?

•

Section 3.6: Action without a meeting requires, under Synod Board of Directors Policy 4.1.3.1, a
unanimous vote participated in by all voting members of the board, a means, further, that may be
used only where board members are not able to meet. The stated procedure does not meet this
standard.

•

Article IV: It seems this section would be clearer if non-compensated, board officers were not
treated under the same category as compensated executive officers. Do compensated officers other
than the president, in practice, have fixed terms of employment?

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Section 4.2 (c)(iv): the language “subject to ecclesiastical supervision by either the Synod or the
District president” is confusing. Supervision by the Synod, in Bylaw 3.10.6.8.1 (e), means, pursuant
to Bylaw 2.14.1 (b), among others, ordinarily “by the district president.” The Synod president is
not ordinarily the ecclesiastical supervisor of university presidents, though he does have
ecclesiastical supervision of the institution. A simple solution would be to remove the words “by
either the Synod or the District president.”

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Section 4.2 (c)(v): As the university president is, as spiritual head of the institution (Bylaw
3.10.6.8), in the applicable legal sense a minister (and usually a minister on the roster of the Synod),
it is difficult to conceive of civil requirements that could preclude removal of a president in such a
case. Given that the institution is an agency of the Synod, it is also difficult to conceive of divine
call requirements that could do so. The language “shall attempt to cause” is also, therefore,
inadequate.

•

Section 4.6: Given that the president is the executive officer of the board, the chair alone does not
have the authority to assign functions to the president. The addition of the sentence from the initial
paragraph of Bylaw 3.10.6.8 is to be commended.

•

Section 5.1: It is not clear that the provision, or (f) in particular, adequately reflects the limitations
on executive committee power expressed in Synod Bylaw 1.5.3.2, although Section 5.3 may
control.

•

Section 5.2: The chair has no independent authority to appoint such committees (Synod Bylaw
1.5.3.4).
CCM Minutes – August 9–10, 2024 – Page 33