LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 12–13, 2025, Page 19

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Bylaw 4.1: Commingling of officers of the board with officers of the corporation is confusing.
Having the Foundation President and CFO be hired by the University seems to blur some lines. See
also note on Bylaw 3.3.

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Bylaw 4.2: Bylaw 1.5.3.1 requires appointment of board officers to be conducted at the initial
meeting after appointment.

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Bylaw 4.3: These removals are presumed to be simply from the offices indicated and not from the
board. Removals from the board would need to be conducted under Bylaws 1.5.7–1.5.7.1.

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Bylaw 5.1 and both Bylaws numbered 5.2: These need to be reviewed in light of Bylaw section 1.5
and Bylaw 3.10.6.3, in terms of commingling board authority with non- board members.

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Bylaws 8.1–2: Conflicts of interest needs to cover also relatives (Bylaw 1.5.2). With respect to the
same bylaw, the required disclosure is to the chair, who would then disclose to the board.

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Bylaw 9.1 and 9.2: Limitation of indemnification to except gross negligence or willful misconduct
is suggested, unless implied by statute.

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Bylaw 10.1: It needs to be stated that amendments must be approved by the Synod’s Commission
on Constitutional Matters before adoption.

The university 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 university’s proposal(s) to address the above stated issues.
145. Concordia Theological Seminary, Fort Wayne, Articles, Bylaws, and Board Handbook;
Foundation Articles (23-3023G)
The commission obtained for review the articles of incorporation (dated 1977, containing relationship
language but not of the form required by Bylaw 1.5.3.6 and no required asset disposition language; last
review Op. 18-2894), “Board of Regents Handbook” (dated Sept. 2023, no previous review), and “Faculty
Handbook” (dated Apr. 2023, no previous review) of Concordia Theological Seminary, Fort Wayne
(CTSFW).
The existence of a related foundation, “Concordia Theological Foundation,” is noted (est. 1999,
incorporated in California). The foundation’s articles represent it as dedicated to “support the functions and
purposes” of CTSFW “so long as the Seminary accepts and practices the doctrinal position set forth in the
bylaws of the corporation.” The foundation further represents itself as “completely independent of The
Lutheran Church—Missouri Synod and shall take no action that would cause this corporation to be deemed
an affiliate [thereof].” Basted on this representation, this foundation is determined not to be an agency of
the Synod.
Articles: The May 4, 1977, articles (examined together with the October 3, 1977, articles of merger
involving Concordia Senior College) do not contain the relationship language required by Bylaw 1.5.3.6
(a), though they do speak of the seminary being under the “control, sponsorship, and supervision” of the
LCMS. Nonetheless, this is a deficiency that will need to be addressed (along, most probably, with a general
updating of the articles, which speak still of a “board of control” entirely elected by the convention of the
Synod, and which do not acknowledge the requirement that the commission approve amendments in
advance). They do contain a simple statement satisfying the essence of the dissolution requirement of Bylaw
1.5.3.6 (b), but the provision may be cut short in the copy provided and should in any case be revised to
reflect the full language of Bylaw 1.5.3.6.
Bylaws: The seminary has indicated and confirmed that it has no bylaws of its own to provide for review.
The commission notes that if the seminary’s articles would clearly indicate the controlling nature of Synod’s
Constitution and Bylaws on the seminary (an aspect which requires improvement), it may not be strictly
CCM Minutes – September 12–13, 2025 – Page 120