LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 12–13, 2025, Page 9

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Policy 4.2: These policies require revision, given especially the reduced responsibilities of
Concordia University System.

Foundation Articles of Incorporation (Dated 2020; last review Op. 20-2937B):
The commission approved changes to the foundation’s articles in Op. 20-2937B. These do not appear to
have been filed with the State of Wisconsin and their adoption status is therefore uncertain. The commission
reviews the text as provided, which appears to be consistent with that approved by the commission in Op.
20-2937B, except that in Article VIII, corporate Synod is not included as a backup recipient for foundation
net assets in the event of a dissolution. This is either a failure to incorporate all the language approved in
Op. 20-2937B or a change effected without prior approval of the Commission on Constitutional Matters.
The language as it appears to stand is inconsistent with the requirement of Synod Bylaw 1.5.3.6 (b)(2) and
must be addressed. The article should read as approved:
Upon dissolution of the corporation, its net assets must be distributed to the University or, if the
University is not then an organization described in Section 501(c)(3) of the Internal Revenue Code
and an organization other than a private foundation within the meaning of Section 501(a) of the
Code, to The Lutheran Church—Missouri Synod, a 501(c)(3) organization, or, if such organization
is not then an organization described in Section 501(c)(3) of the Internal Revenue Code and an
organization other than a private foundation within the meaning of Section 501(a) of the Code, to
such organization(s) organized and operated exclusively for charitable purposes which are exempt
from taxation under Section 501(c)(3) and described in Section 501(a) of the Code as may be
designated by the Board of Directors of the corporation.
In Article X, it should be noted that such amendments must be approved in advance by the LCMS
Commission on Constitutional Matters.
Foundation Bylaws (Dated August 1, 2019, but appearing to include changes after May 25, 2021; last
review Op. 20-2928B):
The commission approved certain changes to the foundation’s bylaws in Op. 20-2928B. but noted that it
would be unable to approve the bylaws of the foundation as entirely “in harmony with the Constitution,
Bylaws, and resolutions of the Synod,” as Synod Bylaw 1.5.1 prohibits an agency of the Synod (which the
foundation apparently is, being controlled by the university) from having board members that are not
members of Synod congregations.”
The foundation bylaws, while they show certain signs of modification along lines proposed in the draft
reviewed in Op.20-2928B, omit that draft’s new Section 3.2, which would have limited the corporation’s
powers to exclude duties and responsibilities of the university board of regents, etc. This was a salutary
inclusion, reflective of Synod Bylaw 3.10.6.3.
The commission notes, in addition, the following:
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Bylaw 3.5: This provision, treating removal of directors, is inconsistent with Synod Bylaw 1.5.7,
which treats the removal of directors of agencies of the Synod.

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Bylaw 3.7.7: This provision is inconsistent with the requirement of unanimous participation and
unanimous consent imposed by Synod Bylaw 1.5.3 and attendant LCMS Board of Directors Policy
4.1.3.1.

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Bylaw 3.11.3: This provision may in practice be inconsistent with the limitation of powers of an
executive committee by Synod Bylaw 1.5.3.2, although this inconsistency may be mitigated
somewhat by Foundation Bylaw 3.11.7, if understood to control—but this seems very uncertain to
be the intent of the provisions taken together.

CCM Minutes – September 12–13, 2025 – Page 110