LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 12–13, 2025, Page 7

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Section 10.2: This cannot include references to the president of the university, who, as spiritual
head of the institution, is required to be male, along with the occupant of any position the
description of which requires that person to serve as acting and/or interim president when the
president is unable to serve (see, e.g., Op. 07-2489).

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Section 10.4: The reference to Section 1.3 (h), which was removed, is inappropriate. While an
external foundation may be used for certain purposes, the board of regents may not delegate away
to a body comprised of non-members (Bylaw 3.10.6.3) authority that is inherently its own (e.g.,
Bylaw 3.10.6.1 [o, s, t]).

University Board of Regents Policy Manual (Dated Sept. 27, 2016; last review Op. 16-2802):
The commission made a cursory review of the board’s policies, noting that the policies strongly reflect a
“Policy [Based] Governance” approach. This manual’s implementation of this approach in at least some
places (as noted below) offends against the Bylaws of the Synod. It is also a model in which the board’s
engagement in monitoring and policy development—far beyond development of “ends policies”—is
crucial. The board must take care in such a system that it is sufficiently well informed to maintain its
governance stance, that it performs with due diligence the duties specifically assigned to it by the Bylaws
of the Synod, and that it does not interfere with the specification and performance of the president’s duties
as set forth in the same. The commission also noted the following specific items requiring attention:
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Policy 2.2: Policies indicating responsibilities of board members should conform more nearly, in
material and form, to the obligations described in Synod Bylaw sections 1.3 and 1.5 and subsection
3.10.6. Attendance requirements differ and the Bylaws of the Synod nowhere require financial
support from regents.

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Policy 2.3: Stated policies are incompatible with Synod Bylaw 1.5.7.1, which governs, and are
therefore not in effect and must be revised.

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Policy 2.5.3: The Bylaws of the Synod require board actions that do not only specifically affect the
board (e.g., Bylaw 3.10.6.1 [g, i, l, o, u, v, x]), 3.10.6.4–6, etc.). So thoroughgoing a Policy
[“Based”] Governance approach as stated here conflicts with those bylaws. The policies elsewhere
(e.g., Policy 3.1.4) acknowledge, to some extent, that this policy is incorrect.

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Policy 2.5.4: While he is assigned specific responsibilities as “spiritual, academic, and
administrative head,” and is responsible for “employment, direction, and supervision of all
employees” and for “business management” ([h, i]) and while Synod Bylaws do speak of board of
regents policies governing his work (e.g., [b]), Bylaws also speak (e.g., [c]) of his “bringing to the
attention of the board of regents matters that require consideration or deliberation and make
pertinent recommendations,” indicating that the board’s governance decisions are not limited only
to policy development. Bylaw 3.10.6.8 describes the president as the “executive officer” of the
board. As such he takes direction from the board, which has supervision of his management. He
manages the institution “subject to…the governance of the institution by the board of regents”
(Bylaw 3.10.6.8 [g]). This policy seems inappropriately to limit the authority of the board, with
respect to its executive officer, within that sphere of activity.

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Policy 2.5.6: The commission presumes that the words “establishing policies limiting the
President’s” governs only “financial authority” and that what follow are activities reserved to the
board, through which it “discharge[s]” its “fiscal responsibility,” but this should be clarified. Bylaw
3.10.6.1 (o), for example, requires the board’s annual review and approval of the institutional
budget. This is not simply a matter of establishing policy bounds but of annual review and
approval.

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Policy 2.7: The individuals listed as “advisory non-voting members” are not members of the board
and cannot be listed or treated as such. The board may have advisories but does not have such
CCM Minutes – September 12–13, 2025 – Page 108