LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 12–13, 2025, Page 5

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PDF page 19, “Expectations for Advisory Committee Members”: The board needs to consider the
commitments of and requirements for regent service (Bylaw 3.10.6.2.1, etc.) and the prohibition of
commingling of the board’s authority (Bylaw 3.10.6.3). Delegation of board of regents functions
to committees made up of individuals who do not meet the baseline qualifications and commitments
for board membership would be concerning.

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“EXECUTIVE COMMITTEE CHARTER” (PDF p. 37), item 2: This does not square with Bylaw
5.3. The bylaw says the board determines the composition and this seems to dictate a different
composition (which may also itself be debatable as to the wisdom of that choice).

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Idem (PDF p. 38), item 5(f): The commission questions the extent to which the Bylaw 3.10.6.8.1
requirement that the board annually evaluates can be delegated (with regard to the Executive
Committee, in particular, cf. Bylaw 1.5.3.2, albeit for an unlimited time, cf. Bylaw 1.5.3.3). The
same could be said of other items assigned. Extensive delegation to the executive committee, in
general, leads the commission to question the extent to which the full board is fully engaged in the
acts specifically required of it (Bylaw 1.5.3.2 [a]). Similar questions could be raised with regard to
the finance, academic, and governance committees, also called “standing committees” (cf. Bylaw
1.5.3.4).

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“CONFLICT OF INTEREST POLICY” (PDF p. 58): The description of degree of relationship for
a “family member” (item 2) is clearer than but results in an impermissibly narrower reporting than
that regarding general “relatives” in Bylaw 1.5.2. On p. 59, “key staff” is also narrower than Bylaw
1.5.2’s requirement that all staff comply.

The university is thanked for submitting these documents for review (as well as for its submission of
subsequent drafts intended to bring its bylaws into compliance with the changes effected by 2023 Res. 704B, as well as generally into harmony with the Constitution, Bylaws, and resolutions of the Synod). The
commission notes that on conclusion of that process (see Op. 24-3028A below), the university will need,
especially under the directive of 2023 Res. 7-04B, that “all boards of regents and boards of associated
foundations [are] directed to correct any identified noncompliance with the Synod Constitution, Bylaws,
and resolutions,” to address its policies, at least as indicated in this review.
140. Concordia University Wisconsin, Articles, Bylaws, and Board Policy Manual; Foundation
Articles and Bylaws; and CU Ventures Articles and Bylaws (23-3023B)
By an email of December 19, 2023, the office of the president for Concordia University Wisconsin (and
Ann Arbor) sent the university’s articles, bylaws, and board policies, and the articles and bylaws of its
associated foundation for review. The commission also identified and reviewed documents of a subsidiary,
“CU Ventures,” creation of which does not appear to have been authorized as required under Synod Board
of Directors (BOD) Policy 6.12 or 1981 Res. 5-07. This, if not already addressed, will need to be addressed
with the Synod BOD.
In its review, the commission noted the following (specifically excluding areas where numerical references
to Synod bylaws simply require updating):
University Articles of Incorporation (Dated August 12, 2021; last review Op. 20-2936A):
The commission approved changes to the university’s articles in Op. 20-2936A. These do not appear to
have been filed with the State of Wisconsin and their adoption status is therefore uncertain. The university
needs to clarify adoption and filing status. The commission reviews the text as provided, which appears to
be consistent with that approved by the commission in Op. 20-2936A. The commission notes the following:
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Article IV: The phrase “a manner consistent with” should read “subject to” and, as the role of
Concordia University System (CUS) has changed, the words “the rules, policies, and procedures
of the CUS and” need to be removed.

CCM Minutes – September 12–13, 2025 – Page 106