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

Transcription machine transcription, uncorrected

⤓ Download .txt · copy text

•

•
•
•

•
•
•
•

Article 2 (A): Generally, much could be gained by harmonization of language with that of Bylaw
3.10.6.2. The restriction in (1) cannot be required to apply to Synod-level elections (Bylaw 3.10.6.2
[2]). In (3), appointment would be better language; four to eight may be appointed; these are not
required to be laypersons; and it should be made clear that appointment is by the process specified
in the Bylaws of the Synod and that these members do not vote on appointment of other members
(Bylaw 3.10.6.2 [3]). In (5), the board chair should be included in the consultation. No mention is
made of the required qualifications of regents (Bylaw 3.10.6.2.1) or their training (Bylaw
3.10.6.2.2), the noncompletion of which can result in a seat being vacated, or of the restriction of
Bylaw 3.10.6.2 [7].
Article 2 (B): Bylaw language should be referred to as such, and not, for avoidance of confusion,
as “policy.”
Article 2 (C): This language of the second sentence, although it reflects language found in former
Synod bylaws, may imply a Policy Governance model not entirely compatible with the Bylaws of
the Synod.
Article 2 (D): As to (1), meetings must be at least quarterly. Electronic meetings and actions without
meeting must comply with Synod BOD policies (Bylaw 1.5.3; Synod Board of Directors Policy
Manual Section 4.1). As to (2), surely “all or parts of” cannot preclude regents from excluding
executives and staff from executive sessions; this should be clarified or removed.
Article 2 (E): The time and term of this election is not specified (cf. Bylaw 1.5.3.1). The
commission presumes that this might take place triennially, after the seating of members elected
by the convention of the Synod, but this could stand to be clarified.
Article 2 (E)(2): Committee organization needs to grapple with requirements of Bylaws 1.5.3.1–4.
Commingling of authority needs to be guarded against where non-regent committee members are
concerned, or such may simply be prohibited if authority is delegated (Bylaw 3.10.6.3).
Article 2 (G): The description of the board’s functions requires thoroughgoing updating to reflect
new Bylaws 3.10.6–3.10.6.1, 3.10.6.3–3.10.6.5.1.
Article 5: The amendment article does not include the requirement of prior review and approval by
the Synod’s Commission on Constitutional Matters. The inclusion of amendment language without
all component requirements is not consistent with the Constitution and Bylaws of the Synod.

In a new item, the commission notes:
•

Article 4: This provision is subject to the limitation of, and should incorporate the language of,
Bylaw 3.10.6.

The commission notes again as it did in Op. 16-2800 that the bylaws, having been adopted in a state not
previously approved by the commission, remain in an uncertain state of efficacy. The commission looks
forward to submission of appropriate revisions for review and approval prior to their subsequent adoption.
(Bylaw 3.9.2.2.3 [a])
The university is thanked for the submission of its documents for review. The commission did not receive
a policy manual for review and requests that this be submitted. The commission also notes the existence of
“Concordia Foundation Nebraska,” and requests the submission of its articles and bylaws for review.
Finally, the commission notes 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.” It therefore looks forward urgently to the university’s proposal(s) to address the
above stated issues.
142. Concordia University, Irvine, Articles and Bylaws (23-3023D)
By an email of January 11, 2024, general counsel for Concordia University Irvine (CUI) forwarded for
review the university’s articles (last filed as a restatement June 2019; last review Op. 17-2808A) and bylaws
(dated May 2022, last review, Op. 21-2969).
CCM Minutes – September 12–13, 2025 – Page 113