LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 12–13, 2025, Page 2

Transcription machine transcription, uncorrected

⤓ Download .txt · copy text

seminary considering development of new provisions or policies and seeking suggestions as to what should
be included. Once the review of this document by the Office of the Secretary and this commission is
complete, the Office of the Secretary intends to release it as an item complementary to the following
opinions.
The opinions that follow are named after the respective institutions but receive the agenda item number
assigned to the general review project, Ag. 23-3023.
The commission notes to the Board of Directors all the following reviews and will provide to the Board of
Directors not only its opinions but all documents reviewed.
In the following, the commission notes also that it has not attempted to correct all instances of references
to Synod Bylaws rendered incorrect simply due to renumbering as a result of 2023 Res. 7-04B or other
changes.
139. Concordia University, St. Paul, Articles, Bylaws, and Board Policies (23-3023A)
By an email of December 12, 2023, the president of Concordia University, St. Paul, forwarded for review
its articles, bylaws, and board policies, all incorporated into a unified board manual. In its meeting of March
15–16, 2024, the commission made the following review, reserving publication of its opinion for
comparison with others. In its review, the commission noted the following (specifically excluding areas
where numerical references to Synod bylaws simply require updating). (By an email of April 3, 2024, the
university’s president forwarded a proposed bylaw revision for review, which was handled separately as
Op. 24-3028. The commission responds to a subsequent draft bylaw proposal in Op. 24-3028A, which has
largely superseded this opinion.)
Articles of Incorporation (Undated; included in manual dated July 2022; last review Op. 20-2944A):
•

Article XIII: The language “except to the extent applicable law requires otherwise” is a
qualification not provided for in Bylaw 1.5.3.6; apart from specific approval of the Board of
Directors of the Synod, under that Bylaw, it must be removed.

Bylaws (Undated; included in manual dated July 2022; last review Op. 20-2944A):
•

Section 1.2: “To the extent permitted by applicable law” is a qualification not provided for in Bylaw
1.5.3.6; apart from specific approval of the Board of Directors of the Synod, under that bylaw, it
must be removed.

•

Section 2.2: If the minimum is to be stated, the minimum allowable under Synod Bylaw 3.10.6.2
is fourteen members.

•

Section 2.3 (c): It should be clearer that appointments are to three-year terms on a staggered basis
(cf. Section 2.5).

•

Section 2.4: Revision is required; under Synod Bylaw 3.10.6.2 [3], appointed regents cannot
participate in the appointment of regents and the review of qualifications is now by Concordia
University System (CUS).

•

Section 2.5: Regents elected by the Synod convention take office on the following September 1
(Bylaw 3.2.4 [a]), and their assumption of duties cannot be deferred by the board. Appointed
regents assume office on September 1 “or immediately upon their appointment thereafter” (Bylaw
3.2.4 [c]), and language to this effect should be included. The “other date in such year” language
suggests that regents may shorten a term of an appointed regent, which is not consistent with the
plain meaning of a 3-year term and existence of definite procedures for early removal from office,
for cause (see also Section 2.8, final sentence—the board of regents is not able, except for cause
and by procedures noted in Section 2.6, to shorten a regent’s term).

CCM Minutes – September 12–13, 2025 – Page 103