LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 8, 2026, Page 5

Transcription machine transcription, uncorrected

⤓ Download .txt · copy text

o

•

The management structure of an LLC and relative fiduciary duties owed by its management
to it and to the parent, as well as the reservation of powers or availability of remedies to
the parent and/or the Synod, as well as the respect of corporate form (for example, in
transactions between the parent and the LLC) all have important implications. These
concerns do not fall within the commission’s area of responsibility, except to say that the
burden of due diligence placed on the Board of Directors is a great one, given the quantity
and significance of the property of the Synod involved to the purpose of higher education
in the institution and for and on behalf of the broader Synod.

Transfer of property of the Synod into an approved Special Purpose Entity (or, in this case, an
unapproved LLC) is a crucial exercise of the responsibility of the Board of Regents and Board of
Directors (the latter, as “custodian of all the property of the Synod”, which “delegate[s] to [the
university] powers and duties with respect to the property of the Synod for which [the university]
has direct supervisory responsibility,” “[which] delegation shall be in writing, etc.,” Bylaw 3.3.4.7;
the former, as charged as “the governing body corporate of [the university],” Bylaw 3.10.6.1 [a] to
carry out its fiduciary duties “as stewards of the institution on behalf of the congregations,” Bylaw
3.10.6.1 and its [b], in keeping with “the institution’s commitment to conduct all of its affairs
according to the Constitution, Bylaws, and resolutions of the Synod and policies of the Synod’s
Board of Directors,” and the board’s “[having] no authority to and [never exercising] any power
contrary to the Constitution, Bylaws, or resolutions of the Synod,” Bylaw 3.10.6). The board of
regents is to “ensure that all governing and other legal documents and policies of the institution
conform to and are consistent with the Constitution, Bylaws, and resolutions of the Synod, and
modify institutional governing documents only after proposed modifications have been approved
by the Commission on Constitutional Matters and with at least 30 days advance notice to the Synod
Board of Directors as custodian of Synod’s property” (2026 Bylaw 3.10.6 [d][3]), to “exercise its
exclusive duty of institutional governance in the interest of the Synod without abdicating its
authority to, or commingling its authority with, that of others (idem, [d][8]), and to “take the
leadership in assuring the preservation and improvement of the assets of the institution and see to
the acquisition, management, use, and disposal of the properties and equipment of the institution”
(idem, [e]), “maintain effective internal controls” (idem, [e][1]), and “safeguard present and future
assets of the institution, making every effort to ensure designation of gifts, whether to the university
itself or to any associated foundation, so that they will continue to be available to higher education
within the Synod in the event of the closure, divestiture, or separation of the institution” (item,
[e][2]).

The commission looks forward to resuming this review with further direction, as described in Bylaw 1.5.1.2
(a), from the Board of Directors. Were the Board of Directors to classify this entity as a subagency and
possibly grant one or more requirement waivers under Bylaw 1.5.2.2, the commission will review the
documents from that standpoint. Were the Board of Directors to classify this entity as a Special Purpose
Entity, the commission would have no further responsibility for the review of the specific documents as
such but respectfully requests that the board at that point request a definite opinion on the use of such to
receive campus property of a university of the Synod.
4. 2026 Handbook Review
Commission members reviewed an annotated draft of the 2026 Handbook prepared by the Secretary
pursuant to amendments effected by the 2026 Synod convention.
The commission noted at Bylaw 3.10.2.2 (a)(3) that this subparagraph, unlike the others, is not stated as a
complete thought, a point noted in late discussions with the floor committee. It was suggested, and will be
referred to the Commission on Handbook, that the period should be replaced with the word “who,” and the
following “they” removed.

CCM Minutes – September 8, 2026 – Page 5