LCMS Convention Workbook St. Louis, Missouri — 2026, Page 165

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OFFICER, BOARD, AND COMMISSION REPORTS
sole authority to interpret the Constitution, Bylaws, and resolutions
of the Synod and has no authority to alter or waive their requirements (Bylaw 3.9.2).
Question 3:

Does a board of regents of a university of the Synod
have an obligation to comply with the Constitution
and Bylaws of the Synod, including without limitation Article II and Article III of the Constitution,
when operating and managing and taking action on
behalf of the university, including an action purporting to separate the university from the Synod?

Opinion: Yes. The Constitution in all its articles, the Bylaws, and
the resolutions of the Synod are binding on all agencies of the Synod, which includes every university. A board of regents of a university of the Synod operates the university as a fiduciary and an agent
of the Synod, which includes being faithful to the confessional position (Const. Art. II) and the Objectives of the Synod (Const. Art.
III) and faithfully maintaining and adhering to the model of governance set forth by the Synod (Bylaw 3.10.6.4 [i][1–2]). Ownership
of the university remains primarily invested in the Synod, and is
exercised first through the Synod’s Board of Directors, which is
the custodian of all property of the Synod, then through the CUS
Board, and finally through the board of regents, operating with the
authority set forth for it in the Bylaws of the Synod. In operating
the institution as an agent of the Synod, a board of regents of a
university and its members are bound to carefully exercise its fiduciary duty to the Synod (Bylaws 3.10.6.4 [i] and 3.10.6.4 [i][1]). If
a university board of regents were convinced that it was in the best
interest of both the Synod and that institution for the institution to
be divested or separated from the Synod, then it would be obligated
to follow the process detailed in Bylaw 3.6.6.4 (i) and to submit to
its conclusion.
Question 4:

Do individual members of a Synod university board
of regents have a duty to comply with the Constitution and Bylaws of the Synod, including without
limitation Article II and Article III of the Constitution, when operating and managing and taking action on behalf of the university, including an action
purporting to separate the university from the Synod?

Opinion: Yes. 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]). Any noncompliance
with these provisions on the part of a board of regents or individual
regent is therefore not in the interest of the Synod. Bylaw 1.5.2 (b)
and (b)(1) require that every board member of every agency of the
Synod shall, when operating and managing and taking action on behalf of such agency (in this case, the university), carry out responsibilities in a manner “reflecting the highest degree of integrity and
honesty consistent with the Scriptures, the Lutheran Confessions,
the Constitution, Bylaws, and resolutions of the Synod,” and shall
act consistently in the interest of the Synod. “Any inappropriate activity shall cease or the position will be vacated” (Bylaw 1.5.2 [b]
[1]). As a board of the Synod (Bylaw 3.2.2 [6]), a board of regents,
which has been given authority to manage the university on behalf
of the Synod, has a direct, “fiduciary” responsibility to the Synod,

165

which is to be exercised carefully (Bylaw 3.10.6.4 [i][1]). Bylaw
1.5.1.3 requires each member of a board be sensitive in all activities to avoid “taking or giving offense, giving the appearance of
impropriety, causing confusion in the Synod, or creating potential
liability.” Regarding separating or divesting the university from the
Synod, see the answer above.
Question 5:

Is a university of the Synod and its board of regents
an eligible party subject to the dispute resolution
process set forth in Synod Bylaw section 1.10?

Opinion: Yes. Agencies of the Synod are included in those to
whom the dispute resolution process applies (Bylaw 1.10.3).
Question 6:

Assuming a university of the Synod and its board of
regents are eligible parties to the dispute resolution
process set forth in Synod Bylaw section 1.10, does
the dispute resolution process apply to a dispute between the Synod (or its President or Board of Directors) and a board of regents regarding that board
of regents unilaterally amending or modifying its
governance documents, and regarding whether the
action of the board of regents is within the authority
granted to it under the Constitution and Bylaws of
the Synod?

Opinion: Essentially, no. The fundamental material question of
whether a Synod university has the authority to unilaterally change
its governance from that prescribed in the Constitution, Bylaws, and
resolutions of the Synod, since such a question pertains fundamentally not to the presenting fact situation but to the interpretation and
meaning of the Constitution, Bylaws, and resolutions of the Synod,
is outside of the authority of the dispute resolution process to arbitrate or adjudicate, as stated in the Bylaws. Authority to interpret the
Constitution, Bylaws, and resolutions of the Synod is specifically
given by the Bylaws only to the Synod’s CCM (Bylaw 3.9.2.2). Any
dispute resolution process is subject in all its aspects to “Holy Scripture, the Lutheran Confessions, and the Constitution and Bylaws of
the Synod” (Bylaw 1.10.18). As to the Constitution and Bylaws of
the Synod, opinions of this commission are finally dispositive of any
questions as to their interpretation that arise during a dispute resolution process (Bylaw 1.10.18.1 [h], [h][1]). While the question of
whether a board of regents has the authority described is thus finally
resolved by this commission’s interpretation of the Constitution and
Bylaws in the negative, this is not to foreclose the applicability of
the dispute resolution process to disagreements or disputes, related
to or arising out of this action, as may apply to the board of regents
as a whole or to individual regents as “members of congregations of
the Synod elected or appointed to positions with … an agency of the
Synod” (Bylaw 1.10.2 [5]).
Question 7:

Assuming that the noted parties and issue would be
subject to the dispute resolution process, would the
outcome of the process, presuming that it is consistent with the Constitution, Bylaws, and resolutions
of the Synod, be binding on the parties involved?

Opinion: The Constitution and Bylaws of the Synod are of themselves generally, and as to the central material question noted above
in particular, already binding on both the parties and on the outcome of any dispute resolution process, as explained above. As to
other aspects of related disagreements or disputes, the outcome of
any dispute resolution process, provided it is consistent with “Holy
Scripture, the Lutheran Confessions, and the Constitution and By2026 Convention Workbook