LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 12–13, 2025, Page 22

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resolutions of the Synod’” (Op. 24-3028). While the language of this draft does not clearly
subordinate the regents’ ecclesial duty to “applicable laws and accrediting standards,” as did
the draft previously reviewed, neither does it possess the necessary clarity of Bylaw 3.10.6
in a time when the board of one of our institutions has already, with devastating effect,
asserted autonomous authority under civil law to excuse itself from governance by the
Constitution, Bylaws, and resolutions of the Synod.
•

Third (passing over the second, largely resolved concern), the commission wrote, “by this
language the university may indicate willingness to abdicate in some measure its
responsibility to coordinate with the Synod’s Board of Directors ‘in the legal defense of the
right to the free exercise of our confession’ (Bylaw 3.10.6.1 [l])” (ibid.). The language that
the First Amendment is “applicable” is hardly an assertion like that of Synod Bylaw 1.2.1
(f)(2), which would properly indicate that the university would, like corporate Synod, “intend
to retain all authority and autonomy allowed [an educational institution of a church body]
under the laws and Constitution of the United States and the State of [Minnesota].” The mere
acknowledgement of the First Amendment does not indicate a willingness or obligation—as
incumbent upon regents in Synod Bylaw 3.10.6.1 (l)—to assert it in common with the Synod
in defense of free exercise.

•

Fourth, with regard to the previous draft, the commission found that language subordinating
Synod governing documents to law and accreditation requirements might create in regents’
minds the idea that they might be obligated by the latter to act contrary to the former. While
the highly concerning subordination language is now improved upon, the commission is left
with the concern that the coordination—without clear indication of relative precedence—of
Synod’s Constitution, Bylaws, and resolutions with not only law but “accreditation
standards” may yet “create the impression that a regent could be positively obligated to act
contrary to Synod’s Constitution, Bylaws, and resolutions, which obligation would be
completely contrary to the expectations of Bylaws 3.10.6, 3.10.6.1, and 1.5.2 noted above”
(ibid.).

The commission therefore does not approve the language as written. It does approve the following
language of an intermediate draft (written by CUSP and shared with an outside reviewer and the
Secretary, subsequently shared with the commission with CUSP’s permission), with the following
change: “The Board of Regents shall have ultimate authority and independence in the operation of
the Corporation; provided, however, that the Board shall have no authority to and shall never
exercise any power contrary to the Constitution, Bylaws, or resolutions of the Synod. In fulfilling
its fiduciary duties to the Corporation, the Board shall govern the Corporation in a manner
consistent in accordance with the obligations described in Section 3.10.6.1 of the Synod’s Bylaws.”
The noted change resolves the commission’s remaining concern regarding the second issue raised
in its prior review, regarding fiduciary duties of regents.
This language integrates precisely the language of Bylaw 3.10.6, in which the Synod has spoken
definitively to this issue. As to laws and accreditation standards, the commission finds language
treating these unnecessary here. The board’s obligation to conduct itself lawfully is already
indicated in Section 2.2. While accreditation standards are undoubtedly important for access to
federal student programs and for the value of the objective self and peer review they facilitate, they
do not possess the force of law and do not have a place as authority in the governing documents of
the university. Synod Bylaws do not acknowledge such an authority, and certainly not as on a par
with the Constitution (and therein, the confession and objectives) of the Synod and its Bylaws and
resolutions—all of which are integral to the university’s performance of its ecclesial mission
(Bylaw 3.10.6). And that stated religious mission is required to be respected by accrediting
authorities (20 USC §1099b [a][4][a]).
CCM Minutes – September 12–13, 2025 – Page 123