LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 12–13, 2025, Page 3

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Section 2.6: This section needs to be revised to add the alternative route for removal of regents
under Synod Bylaw 1.5.7.1 (f)—or simplified to incorporate the entire Synod Bylaw process by
reference.

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Section 2.8 and elsewhere: As a general note, election refers to election of regents at Synod or
district conventions; appointment should be used for those appointed by the board.

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Section 3.2: It may be prudent to stipulate that such approval needs to be obtained annually, as
required by Synod Bylaw 1.5.3.

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Section 3.4: It may be prudent to say that, if announced at a prior meeting, no notice is required
except to the regents who were not in attendance at such meeting (and perhaps that delivery of the
minutes of that meeting that identifies the time and place of the meeting is sufficient notice).

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Section 3.6: Action without a meeting does require, under Synod Board of Directors (BOD) Policy
4.1.3.1, which applies, a unanimous vote participated in by all voting members of the board.
Furthermore, this procedure may be used only where board members are not able to meet (even by
electronic means).

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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 (this would of itself clarify, for
example, relative to Section 4.1, that the board chair, vice-chair, and secretary should be different
persons; it is already self-evident that the secretary and president cannot be the same individual, as
the secretary must be a member of the board and the president clearly is not). Do compensated
officers other than the president, in practice, have fixed terms of employment (Section 4.2 [b])? It
would also prevent confusion in Section 4.3, which cannot apply similarly to board offices and
officers of the corporation.

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Section 4.2(a): The commission questions how annual election of board offices comports with
Synod Bylaw 1.5.3.1, at the same time acknowledging that the sense of “initial meeting” for boards
with rolling elections and appointments is not clear. This issue is being referred to the Commission
on Handbook.

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Section 4.5: The use of “may” presents an unclarity. The board needs to elect a vice-chair (Synod
Bylaw 1.5.3.1). The last sentence is of unclear meaning and may contain a typographical error.

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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 (similar concerns could be expressed along
the same lines for vice-presidents in 4.7, secretary in 4.8 and chief financial officer in 4.9).

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Section 4.8: Agencies like universities of the Synod are required to develop policy and procedure
for making minutes available (Bylaw 1.5.3.5) and universities are required to provide minutes in a
timely manner to Concordia University System (Bylaw 3.10.6.1 [m]). These might well be noted.

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Section 4.9: Agencies like universities of the Synod are required to make available financial records
(Bylaws 1.5.4; 3.3.4.10–3.3.4.10.1). This might well be noted.

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Section 5.2: The chair has no independent authority to appoint such committees (Synod Bylaw
1.5.3.4).

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Section 5.3: It would probably be prudent to also include that actions of the executive committee
must be reported to plenary sessions of the board.

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Article VI: Without certainly as to the freight of the referenced Minnesota statutes, it seems that
indemnification statements should note exclusions (e.g., gross negligence, willful misconduct, etc.,
and the director or officer’s advanced expenses in non-covered incidents).

CCM Minutes – September 12–13, 2025 – Page 104