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

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The commission notes the existence of an associated foundation, Concordia University Foundation,
incorporated 1973, for which it requests governing documents for review.
Articles of Incorporation: The articles contain language required by Bylaw 1.5.3.6 as well as amendment
language indicating required prior review by the commission (suitable amendment language is also present
in the university bylaws). The commission notes that the first certification appears to be missing at the top
of the restatement, but also that two certifications are numbered third.
Bylaws: With regard to the bylaws, the commission notes the following:
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Article 2: The limiting authorities should also include, for clarity, the Constitution, Bylaws, and
resolutions of the Synod (Bylaw 3.10.6), contrary to which the board of the university shall have
no authority and shall never exercise any power.

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Bylaw 5.2: It may be well to describe further or at least reference the powers and duties of the board
of regents, as described in Synod Bylaws 3.10.6–3.10.6.1, 3.10.6.3–3.10.6.5.1.

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Bylaw 5.3: It should be clear in (c) that these are appointed by the procedure specified in the Bylaws
of the Synod and that these do not vote on the appointment of members to the board (Bylaw 3.10.6.2
[3]). Under (e), the board chair is now included in the consultation (Bylaw 3.10.6.2 [5]).

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Bylaw 5.4: Requirements of Bylaws 3.10.6.2.1–2, as regard qualifications and mandatory training,
should be included or referenced, especially as failure to complete training can result in a seat being
vacated.

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Bylaw 5.6 (c): The word “nomination” should be removed, as the process goes all the way to
appointment by Concordia University System.

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Bylaw 6.3: The requirement that the board meet at least quarterly (Bylaw 1.5.3) should be included.

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Bylaws 6.7–8: The full content of Synod Board of Directors Policy 4.1 should be reflected or
referenced relative to electronic meetings and action without a meeting, as required by Bylaw 1.5.3.

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Bylaw 6.10: The commission suggested this paragraph might properly note the procedure (or that
a procedure is required to be implemented in policy) for making available the minutes (Bylaw
1.5.3.5).

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Bylaw 6.11: The language “as a ‘committee of the whole’” has been removed from Bylaw 3.10.6.3,
and “at such meetings” has changed to “with such advisory groups present.”

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Bylaw 8.2: The commission requests for review the noted Board of Regents Policy Manual.

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Bylaw 10.1: The designation and function of committees needs to be reviewed relative to Synod
Bylaw section 1.5. If the committees can include non-regents, which is not clear from the text, the
university may also have to consider implications of Bylaw 3.10.6.3. With the degree of detail
consigned to the policy manual, the commission questions whether the board may wish to include
policy manual changes as an item reserved to the board.

The university is thanked for the submission of its documents for review. The commission requests the
noted policy manual for review, as well as articles and bylaws for the Concordia University Foundation.
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,
CCM Minutes – September 12–13, 2025 – Page 114