LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 12–13, 2025, Page 4

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Policies / Other Manual Material (Dated July 2022; last review Op. 20-2944A):
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“MEMBERSHIP OF BOARD OF REGENTS” (PDF pg.5): The second paragraph under “Terms”
conflicts with Bylaw 3.2.4 (a). District elected regents commence upon close of convention. See
Section 2.5 and comments above in its regard.

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“ELECTION OF BOARD OF REGENTS” (PDF page 6): Most of this process needs to be
reworked due to 2023 convention bylaw amendments (such as appointed members not being
eligible to vote, from whom names should be solicited, etc.). It appears that the members of the
“Executive Committee” are also operating as the “regents nominations committee” (Synod Bylaw
3.10.6.2 [3][b]), but that should be clarified (such activities are not those of an executive committee
as such, see Synod Bylaw 1.5.3.2). The term election and related terms should be replaced with
appointment and its corresponding related terms for regents who are appointed by the board of
regents, to use language consistent with that of the Synod Bylaws. Review of qualifications is now
by the CUS alone (Bylaw 3.10.6.2.1).

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“REMOVAL, RESIGNATION, AND VACANCIES” (PDF page 7): References will need
updating. Additionally, some of the substance may need updating (e.g., for removal for failure to
undergo the required training).

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“MEETINGS BY REMOTE COMMUNICATION AND WRITTEN ACTION” (PDF page 10): It
would be appropriate and helpful to reference Synod BOD Policies 4.1.2–3 regarding electronic
meetings and action without a meeting.

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“DUTIES AND RESPONSIBILITES OF BOARD OF REGENTS” (PDF page 11): This may need
to be updated in light of bylaw training requirements. The treatment of fiduciary duties should be
presented in a manner consistent with the Synod Bylaws (primarily, Bylaws 3.10.6–3.10.6.1).
Especially with regard to the duty of “loyalty” but also generally care needs to be taken that fidelity
to the essential mission of the university as educational institution of the Synod, as this is described
in the Constitution and Bylaws of the Synod, to which the governing documents of the University
are subordinate, is not cast or potentially understood as a loyalty competing with that owed to the
university itself. Under “obedience,” the Constitution, Bylaws, and resolutions of the Synod should
be included. “Duties and Functions under LCMS Handbook” needs to be updated to reflect 2023
Synod Bylaws. This needs to be treated in the way indicated in Bylaw 3.10.6.1—that these duties
in fact elaborate how the regents are to carry out their fiduciary duties with regard to the university,
and are not “in addition to” or alongside them.

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“Expectations for Regents” (PDF page 13): Three unexcused absences trigger not only selfreflection but also consideration of removal under Bylaw 1.5.7 (10).

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“OFFICERS” (PDF page 16): In the second paragraph, the commission questions how this schedule
aligns with the sense of Bylaw 1.5.3.1. Does this annual reorganization follow directly upon the
assumption of office by new elected and/or appointed board members? In the third paragraph, the
“other duties prescribed” should be clearly subject to an exception for duties “as required or
prohibited under the Constitution and Bylaws of the LCMS.” Finally, the duties of the secretary
may well include providing, or supervising the provision of, minutes as required by Synod Bylaws
(e.g., Bylaws 1.5.3.5, 3.10.6.1 [m], and 3.6.2.2.1 [c]).

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“COMMITTEE FUNCTIONS” (PDF page 18): In the first paragraph, the function of committees
needs to be reviewed relative to Synod bylaw section 1.5. Bylaw 1.5.3.3 says a board may delegate
a “specific assignment” for a “limited time” to a committee of its members. Additionally, under
Bylaw 1.5.3.2, the executive committee can only act, except on specific delegated assignments, in
cases of “emergency.” In the second paragraph, reporting is to both the President and the Board of
Directors of the Synod (Bylaw 1.5.3.4).

CCM Minutes – September 12–13, 2025 – Page 105