LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 12–13, 2025, Page 1

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MINUTES
COMMISSION ON CONSTITUTIONAL MATTERS
Hilton St. Louis Airport, St. Louis
September 12–13, 2025
137. Opening Prayer and Adoption of Agenda
With all commission members present, Chairman Peters called the meeting to order. Following an opening
devotion, on Friday and Saturday, on the lessons and psalm for the upcoming Holy Cross Day, the
commission proceeded with its previously distributed agenda, as follows:
138. 2023 Res. 7-04B Review of Higher Education Governance Documents (23-3023)
The commission received an assignment in 2023 Res. 7-04B, “To Revise Bylaws to Revisit and Renew
Relationship of Colleges and Universities with the Synod,” part C, “To Clarify Relationship of the Synod’s
Board of Directors to the Concordia University Boards of Regents,” to provide input to the Board of
Directors of the Synod on “the governing documents and governance practices of all higher education
institutions of the Synod,” with “all boards of regents and boards of associated foundations [being] directed
to correct any identified noncompliance with the Synod Constitution, Bylaws, and resolutions.” The
commission requested documents in a memorandum of December 8, 2023, making some follow-up
requests. It commenced its review of the documents at its March 2024 meeting with the first documents
received, determining to hold all the reviews for collective release. It concluded its review of the last
institution’s documents at this meeting and now releases its reviews for all the universities and seminaries
of the Synod.
In its reviews it has noted areas where institution governing documents are not in harmony with the
Constitution, Bylaws, and resolutions of the Synod, in some places, due to the changes effected in the Synod
Bylaws by 2023 Res. 7-04B, but in many places, with regard also to prior Synod Bylaws. It is important to
note that the commission is charged to identify such disharmonies, not to improve generally upon the
governing documents of the institutions (although it sometimes offers what are intended to be helpful
suggestions). In this work, the commission must often consider where an omission from agency articles or
bylaws of a detail that is not explicitly required to be included in such documents (by, for example, Bylaw
1.5.3.6) constitutes such a disharmony. To give one specific instance, the commission has found, and
indicates in these reviews, that agency articles and bylaws, where they state or assume from corporation
law generally an ability of the board to amend the articles or bylaws, need to include explicitly the
requirement that such amendments be reviewed and approved in advance by this commission, as required
by Synod Bylaw 3.9.2.2.3 (a). As the Board of Directors considers changes to Bylaw section 1.5, containing
requirements for governing documents and practices of Synod agencies, the explicit requirement of
inclusion of this explicit provision in agency governing documents may warrant inclusion.
Generally, the commission has noted certain provisions included in agency documents that, apart from
inclusion of material from the Synod Bylaws, could prove misleading in isolation. It has not, however,
generally scrutinized the governing documents for places where contradictory default inferences from laws
of relevant jurisdictions or arguments from silence made otherwise might cloud a Synod procedure for, for
example, removal of directors (Bylaw 1.5.7) or limitations on real property or borrowing authority, etc. The
commission has likewise not fully attended to the implications of board policy for the agencies, which is
generally beyond its scope of work. The commission considers the determination of what language needs
to be included in the documents to grant the Synod necessary comfort as to the binding nature of particular
aspects of Synod governance on the institutions to be a matter for consideration by the Board of Directors
more than by this body.
The commission, because the nature of its work is to detect disharmony, tends to produce negative
documents indicating facets that require correction. Staff of the Office of the Secretary is preparing an
accompanying document with the intention of providing positive guidance, more useful for a university or
CCM Minutes – September 12–13, 2025 – Page 102