LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 12–13, 2025, Page 23

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Section 2.5 (a): Bylaw 3.10.6.2 (3)(b) does not refer to these regents as “at large” regents; the words
“within the meaning of” should therefore be replaced with “in accordance with.”

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Section 2.8 (e): “under applicable law to permit the removal of that Regent” should read, following
Bylaw 1.5.7.2, “under applicable law, the Bylaws of the Synod, and the Corporation’s governing
documents, to permit the removal of that Regent.”

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Section 3.6: Synod Board of Directors Policy 4.1.3.1, which governs under Synod Bylaw 1.5.3,
requires that “all voting members of the board cast a vote and the result [be] unanimous.”

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Section 3.8: Rather than “The Board has adopted,” the commission recommends, “The Corporation
implements,” as this is the language of Bylaw 1.5.2 and the policy applies beyond the board.

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Section 4.2: Compensated executive officers not only need not be but are not permitted to be
regents (Bylaw 1.5.1.1).

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Section 4.3 (a): “consistent with” should read “in accordance with.”

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Section 5.2: The university should note the requirement of Bylaw 3.10.6.3 regarding decisionmaking by the board involving such advisories.

While not bylaw issues, the commission notes the following questions of clarity:
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Sections 3.3–4: The notice requirements in these two sections appear to conflict, with Section 3.3
requiring two days’ notice and Section 3.4 requiring five days. Perhaps clarification is required.

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Section 3.5: The meaning and purpose of the last sentence, dealing with compliance with fiduciary
duties, which seems to prohibit or void abstention or recusal by regents present at a meeting, is
unclear.

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Section 4.1 and its (b): The officers seem definitively to include a Vice-Chair, while the Vice-Chair
in (b) may be elected by the Board. If the Vice-Chair is at the option of the board, that should be
noted in Section 4.1.

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Section 5.3: This section describes the executive committee as optional and comprised of at least
three regents designated; Section 4.1 (a) indicates that the chairman of the board is a member of
the executive committee ex officio (and also notes the Vice-Chair may also have a role, depending
on the interpretation of Section 4.1 [b]). Whether the Chair and Vice-Chair are members of the
executive committee should be clarified here.

The university is thanked for sending these documents for review and for its thoroughgoing engagement
with the revision of its governing documents. A further revision of articles and bylaws is requested to
address the above issues. It is the prayer of the commission that these few final items in the noted article
and bylaws can readily be addressed, and the documents serve with clarity and longevity. The commission
also notes the issues identified in the above review (Op. 23-3023A) with the university’s policy manual,
which remain to be addressed under 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.”
147. Completeness of Record in Bylaw 2.14.4.2 (a) Concurrence (25-3070)
A pastor of the Synod requested the commission’s opinion on questions related to a Bylaw section 2.14
matter in which the President of the Synod concurred with a district president in his determination not to
initiate formal process with respect to a member of the Synod. The commission discussed this matter and
plans to return to its consideration in an internet conference meeting to be scheduled.

CCM Minutes – September 12–13, 2025 – Page 124