LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 12–13, 2025, Page 17

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Bylaw II C 1: The president and treasurer, as employees of the institution, not only “need not be”
but “shall not be” (Bylaw 1.5.1.1) members of the board.

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Bylaw II C 4: The generic reference to other duties under the Synod bylaws likely means this may
not need to be updated, but should be looked at. There should be a comma between “spiritual” and
“academic.”

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Bylaw II D 1*: See Synod Bylaw 1.5.3 regarding meeting frequency requirements. The board must
seek the variance required if it meets less frequently than quarterly (which is a more stringent time
requirement than “four times a year”). The bylaw might better read that the board will have at least
one regular meeting per quarter, with one of those meetings occurring every September at which
the other three for the year are decided. Generally, the board should consider the requirements of
LCMS Bylaw section 1.5 to see that requirements are being met and that necessary portions are
incorporated into the university’s bylaws.

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Bylaw II D 2: The final clause would better read, “the act of a majority of the Board members
present and voting, with quorum satisfied, shall be the act of the Board.”

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Bylaw II D 4: It would be well to mention that the board’s electronic meetings are subject (Synod
Bylaw 1.5.3) to policies of the Board of Directors of the Synod (Policy Section 4.1).

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Bylaw II E 1–2 and 4: Committee bylaws need to be reviewed in light of Synod Bylaws 1.5.3.2–4
and, especially as to the grant of authority to the executive committee, which is broader than that
described in Bylaw 1.5.3.2. If any committees contain non-regents, Bylaw 3.10.6.3 has further
implications. Under E 2, the meeting notice requirements of Executive Committee are the same as
for the full board, possibly limiting the usefulness of the committee in an emergency. With regard
to E 4, Bylaws 1.5.3.1–4 do not speak of a chairman alone creating committees. These other
committees don’t have the Bylaw 1.5.3.4 requirements of special skills or expertise, but since
membership is not limited to regents, they doesn’t seem to fall under Bylaw 1.5.3.3. If these are
not standing committees, the bylaw should reflect that these committees are ad hoc and timelimited.

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Bylaw II E 5: The language, borrowed from Bylaw 3.10.6.3, requires updating.

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Bylaw II F: If a special meeting is called at the insistence of five board members, it would seem
that they should be able to determine the agenda. The statement of current practice and even
selected days seems an extraordinary detail to ensconce in bylaw.

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Bylaw II G: Procedures for filling district-elected positions are the responsibility of the district, and
those for filling Synod-elected positions, of the Synod and Concordia University System (Bylaw
3.10.6.3). The university’s bylaws conflict with these procedures. Moreover, qualification of any
appointee must be evaluated as provided under Synod Bylaw 3.10.6.2.1.

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Bylaw III 1: The language of “best interests of the University” calls for inclusion somewhere in
the bylaws of the language of Bylaw 3.10.6, which makes clear the mission of the university
expressly incorporates the university’s commitment to the Synod.

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Bylaw IV*: The requirement of Synod Bylaw 3.9.2.2.3 (a) needs to be noted, that no amendment
may be adopted without prior approval of this commission.

Board Handbook: The commission reviewed the Handbook dated March 17, 2017, and amended December
2, 2017. The commission notes the following:
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PDF page 4, Item I C: The commission observes that while, of course, Scriptures and Lutheran
Confessions are paramount, their implications as to the Constitution, Bylaws, and resolutions of
the Synod are not of private interpretation for the agencies, or directors of agencies, of the Synod.
This should not be read to imply that a local interpretation of the Scriptures would surmount the
CCM Minutes – September 12–13, 2025 – Page 118