LCMS Convention Workbook St. Louis, Missouri — 2026, Page 164

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164

OFFICER, BOARD, AND COMMISSION REPORTS

workers (Const. Art. III 3) and the support of synodical colleges and
universities (Const. Art. III 5) subject to the Scripture and Lutheran
Confessions. The Synod’s universities have been formed and incorporated into the Synod to serve these fundamental ecclesial purposes. (The formation of what would become Concordia University
Texas was directed by resolution of the Synod convention in 1923
[Proceedings, p. 30].) Constitutional and Bylaw provisions dealing
with governance of the institutions—including the assignment of
ecclesiastical supervision and oversight to responsible officers and
the entrusting of institutional governance to the regents, jointly and
severally, acting as fiduciaries of the Synod—are intended to preserve for the ministry and mission of the Synod the institutions that
the member congregations, acting through the Synod, have created,
sustained, and relied on (Bylaw 1.1.1 [b]).
A university which wishes to change its articles of incorporation
(by amendment or restatement) or its bylaws is required to receive
advance approval from the CCM of the Synod (Bylaw 3.9.2.2.3
[a]). Failure to do so makes such a change null and void—as it has
been adopted contrary to the Bylaws of the Synod, to which every
agency is bound—and unable to be put into practice.
The Bylaws of the Synod prescribe membership of the board of
regents, how members are elected or appointed, their term of office, and maximum number of consecutive terms an individual may
serve (Bylaw 3.10.6.2). The only way by which any of these requirements prescribed in the Bylaws can be changed is by action
of a delegate convention of the Synod amending the Bylaws of the
Synod, since a delegate convention of the Synod is the sole legislative body of the Synod, and it alone has authority to change the
Bylaws (Const. Art. XIV). Should an agency make any changes
to its Bylaws that violate the Bylaws of the Synod, such changes
are null and void, as the Bylaws of the Synod control and supersede (Bylaws 1.4.3, 1.4.5, 1.5.2 [b], 1.5.3.6, etc.). Such a change
could only be enacted if a future delegate convention of the Synod
amended the Synod’s Bylaws.
The members of the board of regents of a Synod university, who
have signed a statement prior to taking office affirming they have
received, understand, and agree to abide by the conflict of interest
provisions of Bylaw 1.5.2, are required to operate the institution “as
an agent of the Synod, in which ownership is primarily vested and
which exercises its ownership through the Board of Directors as
custodian the Synod’s property” and then through “the Board of Directors of Concordia University System” and, finally, through “the
respective board of regents.” In operating the institution, the university board of regents is to “carefully exercise its fiduciary duty
to the Synod” (Bylaws 3.10.6.4 [i] and 3.10.6.4 [i][1]). While the
university board of regents does have ultimate responsibility and
independence in operating the institution, it always remains subject
to the pre-established Bylaws of the Synod (Bylaw 3.10.6.5).
The Bylaws of the Synod provide a specific procedure for the consolidation, relocation, separation, or divestment of a university
(Bylaw 3.6.6.4 [i]), which does not allow a university to unilaterally separate itself from the Synod, or declare itself to be independent of the Synod. According to this prescribed procedure for
a university to be divested it requires a two-thirds vote of approval
by the Synod Board of Directors, along with the approval by twothirds vote of one of the following three: the Council of Presidents,
the board of regents of that university, or the Concordia University
System Board of Directors.
Should such an action (separation or divestiture) be taken as prescribed in Bylaw 3.6.6.4 (i), the result would be that the university
2026 Convention Workbook

now separated or divested would no longer be an agency of the
Synod, which in turn would have several repercussions. Some of
these would include the loss of functions exclusively reserved to
“colleges and universities of the Synod,” under its forms of ecclesiastical governance and ecclesiastical supervision:
•

Graduates from the university or those satisfactorily completing an approved program would no longer be eligible to
receive a call or be eligible for individual membership in
the Synod as commissioned ministers (Bylaws 2.7.1–3; 2.8;
2.9).

•

Those individual members of the Synod (commissioned or
ordained) currently serving the university would no longer
be eligible to be classified as active members of the Synod
(Bylaw 2.11.1). If such individuals wished to continue as individual members of the Synod, they would need to apply for
candidate status or if qualified for emeritus status (Bylaws
2.11.2; 2.11.2.1; 2.11.2.2).

•

The university would no longer be eligible for advisory representation at conventions of the Synod under Bylaw 3.1.4.2 (a).

•

Finally, the university would no longer be entitled to participate in those services offered by the synodwide corporate
entities, which are reserved to agencies of the Synod.
Questions Submitted

Question 1:

Does a board of regents of a university of the Synod
have authority to unilaterally change its governance
model from that described in Synod Bylaw 3.10.6
(modifying the means of appointment of its board of
regents, for example)?

Opinion: No. It is only a delegate convention of the Synod that,
as the legislative body of the Synod, has authority to amend the
Bylaws of the Synod (Const. Art. XIV) or the Constitution of the
Synod (Const. Art. XV). Until such an action by a delegate convention of the Synod takes place, the members of a university board of
regents have no authority or ability to change the governance model of Bylaw 3.10.6—which, as noted above, exists in the ultimate
interest of furthering the Synod’s ecclesial purposes and remains
binding on any university of the Synod. Unless a university were
to be separated or divested by the Synod under Bylaw 3.6.6.4 (i),
any such changes by a board of regents to the governance model
described in Bylaw 3.10.6 would be null and void, and the Synod
would continue to operate according to the Bylaws as adopted by
the convention and published in the Handbook in all areas including elections and membership on the board of regents. Individual
regents act outside their authority and contrary to their individual
fiduciary duties to the Synod when they affirm such an action (Bylaws 1.5.2 [b] and [b][1]; 3.10.6.4 [i] and [i][1–2]).
Question 2:

Does a board of regents of a university of the Synod
have authority to amend its articles or bylaws without the prior approval described in Synod Bylaw
3.9.2.2.3 (a)?

Opinion: No. As an agency of the Synod, the board of regents of a
university of the Synod may only amend its bylaws or articles of incorporation with prior approval of the CCM of the Synod. Any such
change made without that approval would be null and void (Bylaw
3.9.2.2.3 [a]). If such a proposed change to the articles or bylaws of
the university were contrary to the Constitution and Bylaws of the
Synod as then current, the commission would be required to reject
such change. Outside the convention itself, the commission has the