LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — December 2, 2025, Page 2

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Section 3.1: The business and affairs of the university are governed (as opposed to managed) by
the board of regents in accordance with (as opposed to consistent with) (Synod Bylaws 3.10.6–
3.10.6.1).

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Section 3.2: The language is reminiscent of former Bylaw 3.10.6.4 (i)(8); the board, however, is
under no specific compunction to delegate to the president, as if some level of “policy-based
governance” were compulsory. While directives are well included here alongside policies, the
board should take care not unduly to limit its governance authority. In the first sentence, policies
should be preceded with the word detailed (Bylaw 3.10.6.1 [n]).

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Section 3.3: Required training of regents should be treated or referenced (Synod Bylaw 3.10.6.2.2),
as well as the fact that failure to complete it as required will result in the position being vacated.
Qualifications of all elected and appointed regents shall be reviewed and approved by Concordia
University System (CUS) under Bylaw 3.10.6.2.1. Under (c), less should read fewer (Bylaw
3.10.6.2 [3]). In the final paragraph, no more than two of the elected regents shall be members of
the same congregation. Under (d), “of the respective institution” should be removed. Under (f), the
president of the university is not a member of the board of regents. He may be named as advisory
to the board but cannot in any sense be a member thereof.

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Section 3.4: It should be made clear that in all cases (except where the university has determined
to reduce one of its board-appointed regent positions, “incumbents shall serve until their successors
assume office” (Synod Bylaw 3.2.4 [f]). The phrase “at least one-half” should read “more than onehalf” (Bylaw 3.2.4.2). The introductory language of the item suggests that the “appointing body”
may actively determine the term of a regent, which would not be accurate. Item (f) seems more
appropriately treated as its own paragraph, as it does not deal strictly with terms.

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Sections 3.5–6: The requirement that regents undergo training (Synod Bylaw 3.10.6.2.2) and the
provision that they vacate their seats (Bylaw 3.10.6.2.2 [d]) if they fail to do so in the required
timeframe should be included somehow.

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Section 3.6: The provision for removal of a regent is not consistent with Synod Bylaw 1.5.7.1,
which applies in each case; the appointing body is not unilaterally able to make “decisions
concerning continued service to the board,” except by not re-electing or re-appointing at the end of
a term. Removal grounds and procedures are as specified in Synod Bylaws 1.5.7–1.5.7.1.

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Section 3.7: Synod Bylaw 3.10.6.2.3 requires that the board of regents (not its executive committee,
ctr. [a][i]) be the appointing body. It could be clearer in (a) and (b) that the qualification procedure
of Synod Bylaw 3.10.6.2.1 applies.

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Section 3.8*: The scope of the requirement of these disclosures extends beyond the board to include
all officers and staff (Bylaw 1.5.2).

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Section 3.9: It should be more strongly stated that no regent shall be compensated beyond
reimbursement for reasonable travel expenses, etc., rather than simply stating they are not entitled
to such compensation. Synod BOD Policy 5.3.9 prohibits compensation of agency board members.

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Section 4.1 (a): Organization of the board is to take place at the “initial meeting after election or
appointment,” rather than being tied to the fiscal year (Bylaw 1.5.3.1).

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Section 4.1 (b): Such meetings need to be at least quarterly, apart from the exception allowed in
Bylaw 1.5.3.

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Section 4.1 (f): The commission finds this provision, while not necessarily offensive to the Synod’s
Constitution and Bylaws, to be perplexing. The commission requests an explanation of its purpose.

CCM Minutes – December 2, 2025 – Page 128