LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 12–13, 2025, Page 20

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necessary for the institution to have bylaws of its own. However, there may be aspects of institutional
governance not treated or not treated in detail in Synod’s Bylaws, which it would be well for the seminary
to address in its own bylaws.
Board of Regents “Handbook”: The seminary provided a lengthy “Board of Regents Handbook” dated
September 13, 2023. With regard to the policy aspects of this collection of policies and other documents,
the commission notes that parts of the handbook (e.g., 5.2 [B]) seem to fulfil the purposes, ordinarily, of
corporate bylaws. The commission presumes that the “policy” sections of the handbook (not always clearly
distinguished) are adopted by the full board (ctr., however, to Section 5.1, which suggests the executive
committee revises it). This should be clarified (or the development of bylaws for core pieces of governance,
pursued).
Specifically, the commission noted the following:
•

Section 1.1: In the second paragraph phrase, “The Board of Regents exercises oversight,” oversight
should be replaced with supervision (see Bylaw 1.2.1 [p] and [u]). Later in the paragraph, autonomy
is not a good word to express the board’s carrying out a clearly defined, regulated, supervised, and
overseen duty. Perhaps authority would be a better word.

•

Section 1.3: The language of shared governance, while admittedly perhaps a “term of art” in
accreditation processes, strikes the commission as potentially confusing the ultimate campus
authority of the board with potentially-competing claims of shares of the governance task by
administration or faculty.

•

Sections 1.4 and 5.2 (A): The board must meet quarterly or request the exception noted in Bylaw
1.5.3; “about four times annually” does not suffice.

•

Section 1.4 [B][6]: The commission suggests that this material be reviewed carefully. It believes it
understands the intent of “The Board does not exist as a Board between sessions” but the language
is inapt. The discussion of confidentiality is not as clear as it could or should be. Under [d], the
board must take care not to lay requirements on the board of regents that the Synod Bylaws do not
impose (such as requiring financial support of the institution.)

•

Section 4: This section provides the seminary’s “reception” of Synod’s Bylaw section 3.10.5 and
other Bylaws. This needs to be updated (e.g. Bylaw 3.10.5.2’s treatment of voting membership).

•

Section 4.1: In (E), the inclusion of (a) under (1) adds unclarity because this provision applies also
the appointed regents (see Bylaw 3.10.5.2). (G) should at least mention Bylaws 1.5.7–1.5.7.1, as a
“nonperforming” regent would fall under “neglect or refusal to perform duties” (though the
commission does note Section 4.3). It should be explained how this provision relates to that
provided in the Bylaws of the Synod.

•

Section 4.5: Bylaw 3.10.5.2 (e) requires updating to the 2023 language.

•

Section 4.8: Bylaw 3.10.4.4 language requires updating to 2023 language.

•

Section 5.1 (5–6): These standing delegations to the executive committee may push the limits of
Bylaws 1.5.3.2–4.

•

Section 5.2 (C) (4): The commission notes that the board seems, with the terms sensitive and
normally to define rather narrowly the scope of personnel matters conducted in executive session.

•

Section 5.4: Bylaws 1.5.3.2–4 need to be digested regarding requirements for forming and
maintaining standing committees; the bylaws are referenced but their content has not been
absorbed.

CCM Minutes – September 12–13, 2025 – Page 121