LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 12–13, 2025, Page 16

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Financial support is not a required criterion of board participation. The connection of Policy 14.3
with Bylaws 1.5.7–1.5.7.1 should be explained explicitly.
The seminary is thanked for submitting its documents 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 seminary’s proposal(s) to address the above stated issues.
144. Concordia University Chicago, Articles, Bylaws, and Board Handbook; Foundation Articles
and Bylaws (23-3023F)
By an email of Feb. 16, 2024, the president of Concordia University Chicago forwarded for review his
institution’s articles of incorporation (last review, Op. 18-2893, not in compliance with Bylaw 1.5.3.6) and
bylaws (dated January 2017; last review, Op. 18-2893), as well as those for the related Concordia University
Foundation (incorporated June 1993, bylaws dated March 2019, not previously reviewed) and the
university’s “Board Handbook.”
Articles of Incorporation: The commission notes, as it did in Op. 18-2893, that the articles do not include
the relationship or asset disposition language required by Bylaw 1.5.3.6 and 2016 Res. 9-02A, a deficiency
the university will need to address. Given the age of the incorporation and the absence of a general
restatement since, the university may wish to contemplate a comprehensive restatement.
Bylaws: With regard to the bylaws, the commission notes the following points requiring attention (items
marked with an asterisk [*] are carried over from the commission’s prior review in Op. 18-2893):
•

Bylaw II A 1 c: The consultation required by Bylaw 3.10.6.2 [5] involves the chair of the Board
and includes also the Board of Directors of the Synod.

•

Bylaw II A 1 e: If the board’s determination does not rise to the level of a bylaw, it should not be
included in the bylaws. It should be clear that the board cannot remove a member from the board
mid-term by reducing the number of appointed positions.

•

Bylaw II A 2 and B 2*: The president may be called advisory to the board but is not an advisory
member of the board, as the membership of the board are established by the bylaws of the Synod.

•

Bylaw II B 1*: Members appointed to the board are also voting members, as is the member
appointed by the President of the Synod. These have three-year terms, but are not elected.

•

Bylaw II B 3: Bylaw 3.2.4 (a) provides that district-elected regents take office at the close of the
district convention, so this needs to be revised.

•

Bylaw II B 5*: The stipulations of Synod Bylaws 1.5.7–1 apply also to board-appointed members.
The board is not able to remove them except by the procedure specified in the Synod Bylaw.

•

Bylaw II C, generally: The commingling of material dealing with executives (the president and
treasurer/CFO), who may be officers of the corporation but are not members of the board, and
officers of the board (chair, vice-chair) is confusing.

•

Bylaw II C 1: The language presents some timing issues. “Following September 1” should likely
read “On or following September 1.” It should be clear that the board offices terminate when board
membership ceases. The commission notes that with new board appointees not taking office until
sometime after September 1, they would not be participating in the vote for board officers, which
takes place at the first meeting of the board (Bylaw 1.5.3.1). The commission notes there may be
no perfect solution.

•

Bylaw II C 1: Again, the issue of having the Chair and Vice-Chair listed as “officers” (see, e.g.,
II.C.8 for an instance of the same problems as above, though this at least says they remain on the
board, so it may be palatable).
CCM Minutes – September 12–13, 2025 – Page 117