LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 12–13, 2025, Page 8

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advisory members. The members of the board are as listed in Bylaw 3.10.6.2. The importance of
this distinction is underscored by Policy 2.10.3, dealing with executive sessions. Those listed as
advisory members are, for these purposes, invited guests, at the determination of the board.
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Policies 2.7.1–4 and 2.9.6: These policies require revision to conform to Bylaw 3.10.6.2.1; the
board may also wish to remove artificial limits imposed and should take care that the decision to
appoint is the board’s alone, subject to the procedure described in Bylaw 3.10.6.2.1. Board selfappointments are just that; the board ought not allow its augmentation to be carried out by “other
university constituencies.”

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Policy 2.8: The Bylaws of the Synod do not limit the board of regents to policy development; in
fact, they require that they not be so limited.

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Policy 2.9.1: Where committees involve individuals who are not members of the board, the board’s
delegation of authority to them raises issues relative to Bylaws 1.5.3.4–5 and 3.10.6.3.

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Policy 2.9.2: The function of the executive board must be limited as described in Bylaw 1.5.3.2. to
“times of emergency” and specific delegated assignments. In light of Bylaw 1.5.3.1, the board, not
the chairman, should also be making the at-large appointment to the executive committee. Bylaw
3.10.6.3 also would seem to prohibit the inclusion of individuals who are not members of the board
on the executive committee.

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Policy 2.9.3: The board is cautioned that inclusion of non-members on the audit committee raises
questions with regard to compliance with Bylaws 1.5.3.4–5 and potentially 3.10.6.3 and may raise
other issues. The board’s audit responsibility should not be commingled with that of the university’s
foundation.

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Policy section 2.9: Generally, policies governing committees should be squared with requirements
of Bylaw section 1.5 for committees of agencies.

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Policy 2.11: Synod BOD Policy 4.1.3.1, which governs, applies and requires a unanimous vote,
participated in by all voting members of the board. This policy is contrary and therefore inoperative.

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Policy 2.12.1: Bylaw 1.5.3.5 requires a procedure for making available a copy of minutes. This
policy conflicts.

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Policy 3.0: The president is not an ex officio (or any other kind of) member of the board. The
president is responsible for the employment, direction, and supervision of all other employees
(Bylaw 3.10.6.8 [g]), but it is not correct to say he is the board’s only employee, as the other
employees are not employed by the president but by the corporation, and the board is responsible
for calls (e.g., Bylaw 3.11.1 [b]) and other features of their employment. The president supervises
but does not himself employ.

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Policy 3.1: As noted above, such a thoroughgoing Policy [Based] Governance approach places
constraints on the board of regents’ authority and duty that are not required by and, in some
instances, conflict with the Synod Bylaws’ description of their authority and duty.

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Policies 3.2–3: Bylaw references and related policies will require updating.

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Policy 3.4: The commission notes only the broadest ends policies and only the most minimal
executive limitation policies, and suggests the board consider how effectively the Policy [Based]
Governance model is being engaged.

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Policy 3.5.2: This policy as written could be understood to conflict with the board’s ability and
responsibility to handle complaints against the president under the various rationales of Bylaw
3.10.6.9.4 (a–f) under the relevant Bylaw 3.10.6.9.6 and its Model Operating Procedures Manual.
To the extent that it is understood to prevent such action, that understanding is incorrect.
CCM Minutes – September 12–13, 2025 – Page 109