LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 12–13, 2025, Page 6

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Article VII: Likewise, the phrase “Subject to the authority of the CUS as set forth in the Bylaws of
the Synod and the rules, policies, and procedures from time to time adopted by the Synod and the
CUS” should be replaced with “Subject to the Constitution, Bylaws, and resolutions of the Synod.”

University Bylaws (Dated May 13, 2021; last review Op. 20-2927B):
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Section 1.1: The three bullets of Synod Bylaw 3.6.6 provide a concise summary of the educational
objectives Synod has set forth for its universities, which may well replace or augment existing
language.

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Section 3.1: The words “and the CUS” should be removed from the first paragraph. With regard to
the second paragraph, the Bylaws of the Synod no longer speak in terms of the board “operat[ing]
and manag[ing] the institution as the agent of the Synod.” The language of the second sentence of
Synod Bylaw 3.10.6 may provide a suitable replacement, as well as elements of Bylaw 3.10.6.1
and its subparagraphs (a–d).

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Section 3.2: “may” should be replaced with “shall” and “policies” should be preceded with
“detailed” (Bylaw 3.10.6.1 [n]); the words “or the CUS” should be removed.

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Section 3.3: Regents appointed by the board may not vote on the appointment of regents (Synod
Bylaw 3.10.6.2 [3]). Qualification and vetting of regents, as well as the procedure for appointment
of board-appointment regents, and required training of regents, should be treated or referenced
(Synod Bylaw 3.10.6.2 [3], 3.10.6.2.1–2).

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Section 3.4: “or appointed by the Synodical president” should read “or appointed by the Synod
Praesidium.” The treatment of district presidents other than that of South Wisconsin, as advisors,
is not uniform. Is this intentional? The following requires adjustment as noted: “No elected or
appointed Regent may be elected or appointed to serve for more than three, consecutive three-year
terms, not including any unexpired term of one-half term or less in duration for which such Regent
may have initially been appointed as provided in Section 3.7.”

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Section 3.7: This section could be simplified by dispensing with treatment of the advisors, who are
not members of the board and do not appear to have fixed terms (Section 3.4).

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Section 3.11: It may be well to note that regular, annual disclosures are required, in addition to
those that arise in the course of business, and that the scope of these extend beyond the board to
include all officers and staff.

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Section 4.2 (f): The words “or the CUS” should be removed.

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Section 6.5: The words “the CUS” should be removed. The president is not responsible to the board
for governance of the university, but for “supervision, direction, and administration of affairs”
(Bylaw 3.10.6.7 [b)]); governance is the board’s exclusive domain.

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Sections 6.8–9: It would seem more appropriate for the board to authorize an assistant secretary to
handle some or all of these duties, rather than allowing the president to designate an individual
other than the board’s elected secretary to serve as secretary of the institution. In sections 6.1 and
6.9, this office should be reserved for appointment by the board (compare the assistant treasurer),
rather than by the president. Duties of the secretary should likewise be assigned by the board, not
by the president.

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Section 7.1: The university is not required to consider “graduate assistant” to be part of the faculty.

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Section 7.2: The Bylaws of the Synod do not assign “governance authority,” as regards the
university, to the faculty. The first sentence also presents a general interpretive challenge.

CCM Minutes – September 12–13, 2025 – Page 107