LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 12–13, 2025, Page 18

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specific requirements of the Constitution, Bylaws, and resolutions of the Synod. The use of
subordinate apparently to refer to superordinate norms also seems confusing. Perhaps “of a lowernumbered authority” would be more appropriate.
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PDF page 6, item II B 1: Revision may be required due to changes in underlying bylaws.

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PDF page 7, item II C 1: The word proper has an extraneous t.

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PDF page 7, item II C 4: The Concordia University System (CUS) Council of Members is being
dissolved as CUS converts to a non-member corporation.

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PDF page 7, item II C 5: This provision should be reviewed in light of changes to CUS.

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PDF page 8, item II D 4: This may need to be updated to conform to Bylaw 3.10.6.9 (e.g., nothing
here is stated here about voting rights).

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PDF page 9, item II D 5, 8: These require updates to conform to those bylaw changes.

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PDF page 10, item II D 10: Given the definitions of Bylaw section 1.2.1, the commission questions
whether “oversee (oversight)” conveys the right sense here (and potentially elsewhere) relative to
“supervise (supervision).”

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PDF page 11, item B 1: The commission questions whether a Provost or Vice-President wouldn’t
be established in line of succession for this purpose.

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PDF page 40, item F: The date of assumption of office for regents elected by the district is now the
close of the district convention (Bylaw 3.2.4 [a]).

Foundation: As the university is the sole member of the corporation, it is an agency of an agency of the
Synod and Bylaw section 1.5 applies. The articles of the Foundation lack the language required by Bylaw
1.5.3.6, as well as language indicating the commission’s prior approval is required for their amendment,
and therefore require revision. As to the Bylaws:
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Bylaw 1.1: Interestingly, this name does not match the name on the Articles of Incorporation. If
the articles have been amended in this or any other respect, the commission requests the amended
version.

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Bylaw 1.3: This purpose is essentially, and concerningly, unlimited.

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Bylaw 1.5 (d): the final distribution is incredibly broad, and the language here interposes CUS
between the university and the Synod, which is at variance with Bylaw 1.5.3.6 (b). As to the final
distribution, language specifying that a court can provide to any 501(c)(3) devoted primarily to
religious education with a preference for LCMS education.

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Bylaw 3.1: Powers of the corporation and board need to be explicitly limited as in Bylaw 3.10.6.

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Bylaw 3.2: As an agency of an agency, the Foundation is subject to Bylaw section 1.5, including
that board members must be members of member congregations of the Synod.

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Bylaw 3.3: The use of employees of one agency (the university) on the board of another (the
foundation) is contrary to Bylaw 1.5.1.1.

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Bylaw 3.6: Removals from the board would need to be conducted under Bylaws 1.5.7–1.5.7.1.

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Bylaw 3.10: Meetings should be at least quarterly (Bylaw 1.5.3).

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Bylaw 3.14: Obligation (Bylaw 1.5.3) to adhere to Synod BOD Policy Section 4.1 regarding
electronic meetings and actions to be noted here.

CCM Minutes – September 12–13, 2025 – Page 119