LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 8, 2026, Page 3

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Agencies with instrumental entities are reminded of the review and reporting requirements of
Synod Bylaw 1.5.2.6.3.

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Draft 2026 bylaw numbering and content were used in the conduct of this review; a draft 2026
Handbook will be supplied by the Secretary with this review.

Cognizant of the timeline for approval of the already-proposed changes in the LCEF member meeting in
November, the commission notes that the above issues with regard to Bylaw 1.5.2.4 as amended will need
to be addressed, but acknowledges that it may be in a revision at the next opportunity.
LCEF is thanked for this submission and reminded to send the Secretary a clean copy of the documents as
adopted by the membership for the records of his office and for the commission, as well as a draft of changes
addressing the above for subsequent adoption.
3. Concordia University Irvine Spectrum Campus Limited Liability Corporation, Concordia Irvine
Holdings, LLC (26-3083)
By an email of July 17, the president of Concordia University Irvine (CUI) forwarded for the commission’s
review the articles of organization (original, as of 9/8/2022, and amended, as of 2/16/2023, not in the state’s
incorporation database, potentially indicating that it has not been filed and is of uncertain force) and
operating agreement (1/12/2023) of a California limited liability company (LLC), Concordia Irvine
Holdings, LLC, understood to have been established in the course of a real estate transaction approved by
the Board of Directors on 12/22/2022 to hold title to what is known as the university’s Spectrum Campus
(16335 Laguna Canyon Road, Irvine, Cal.).
The LLC as amended is said to be member-managed (though statements of information list only managers
and the operating agreement, Article III, indicates three managers, ex officio, the CUI regent chair,
president, and vice-president of finance and business operations, manage the LLC) and has the purpose to
“engage in any lawful act or activity for which a limited liability company may be organized under the
California Revised Uniform Limited Liability Company Act.” The effect of the amendment otherwise
(which, as noted, is of questioned filing status) is to add a single article consisting of language relating to
tax exemption, including a dissolution clause. The operating agreement names Concordia University Irvine
as the sole member and the LLC as disregarded for tax purposes.
The commission has been requested to perform its usual task of determining whether these governing
documents are in harmony with the Constitution, Bylaws, and resolutions of the Synod. 2026 Bylaw 1.5.1.1
indicates that the entity is an Instrumental Entity of CUI and therefore subject to classification, it appears
to the commission, as either a managed subagency or special purpose entity. Classification and
authorization of the entity as one or the other does not rest, however, with the commission but with the
Board of Directors of the Synod (2026 Bylaw 1.5.1.2 treats the required advance classification and
authorization for new Instrumental Entities; 2026 Bylaw 1.5.1.5 treats the application of the same
provisions to a “preexisting Instrumental Entity” that has “not been approved by the convention or Board
of Directors of the Synod and Commission on Constitutional Matters” and that “does not meet [the]
requirements” of Bylaw section 1.5).
Rather than enter into a highly speculative opinion regarding potential solutions, the commission requests
guidance from the Board of Directors, which is charged, under Bylaw 1.5.1.2 (a), to “decide if, and in which
of the above Bylaw 1.5.1.1 categories, an Instrumental Entity may be established, acquired, or entered
into.”
The commission notes the following for the benefit of the Board of Directors in referring this matter to its
care:
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The commission is gravely concerned at the use of an LLC, without prior review or authorization,
to hold property of the Synod.
CCM Minutes – September 8, 2026 – Page 3