LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — December 2, 2025, Page 3

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Section 4.1 (g): It should be clarified that (if the commission understands properly) executive
session minutes are kept (as noted in [j]) but are kept separately.

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Section 4.1 (j): The board of regents is required to adopt policies for making available official
minutes of its meetings. This requirement might well be included here.

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Section 4.2: Synod Board of Directors policies govern such meetings (as required by Synod Bylaw
1.5.3) and should be referenced or cited in full.

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Section 4.3: No particular notice seems to be required for in-person meetings and for electronic
meetings, there might be understood to be a requirement of 10-day notice (unless “information
required to access” is something other than ordinary meeting notice), which seems to limit the
board’s ability to address urgent matters.

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Section 5.1: As one of the principal purposes of an executive committee is to “act in times of
emergency between plenary meetings,” it seems the executive committee’s notice requirements
should be less than those for regular board meetings. The requirements of Bylaws 1.5.3.2–4 need
to be considered with regard to the delegation to committees of authority to act (and not simply to
report).
The appointment of committee members exclusively by the chair conflicts with the requirement
that the board organize itself (Bylaw 1.5.3.1).
The inclusion of the university president in (d) as a member of all committees, the president being
a non-board-member, may interfere with the board’s ability to delegate authority to its committees
(Bylaws 1.5.3.3 and 3.10.6.3). Subparagraph (c) is unclear as to whether such staff members or
officers are members of the respective committee, which may similarly interfere (cf. also [e]).

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Section 5.2*: The words “or the CUS” should be removed.

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Section 5.3 (a): It seems the second sentence should read “If less than the quorum is present…”

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Section 5.3 (c–d): Committees with delegated authority must have that authority explicitly
delegated by the board (Bylaw 1.5.3.2–4). The concepts of committees self-chartering and
“governing,” albeit consistent with rules prescribed, seem to be inconsistent with the board
delegating “specific assignments” or “certain responsibilities” to its committees.

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Section 6.1: Election at the annual meeting and service “or until a successor has been elected”
suggests that the board may elect new officers at least annually, not necessarily to a full two-year
term. Section 6.5 indicates that officers may be removed “at any time.” This could all be clarified.
More importantly, the board is to organize itself at the first meeting after election or appointment
(Bylaw 1.5.3.1). The proposed two-year terms do not seem to be compatible with this requirement.

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Section 6.4: The reference to “Synod Bylaws” should include also the Constitution and resolutions
of the Synod and policies of the Board of Directors. The responsibility of the board as a whole to
see that governance of the institution (Bylaw 3.10.6.1, passim) is subject to these requirements
cannot be delegated entirely away to one board officer, and this should perhaps be made clear.

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Section 6.5: “by the next regular meeting” should read “at the next regular meeting,” as the board
organizes itself as to officers and committees.

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Section 7.2: The board is required to “participate fully in the procedures for selection and regular
review of the president of the institution and of the major administrators” (Synod Bylaw 3.10.6.1
[x]). By disclaiming in the institution’s bylaws its right to vote on such appointments, the board
would be limiting itself and future boards to a model in which the president controls appointments
to even the most senior of the other administrators. This seems to be inconsistent with the
requirement of the Synod bylaw.
CCM Minutes – December 2, 2025 – Page 129