LCMS Convention Workbook St. Louis, Missouri — 2026, Page 166

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OFFICER, BOARD, AND COMMISSION REPORTS

166

laws of the Synod” (Bylaw 1.10.18), would be binding on the parties.

proceeding under the dispute resolution process or,
if appropriate, taking action in secular court?

Can a university of the Synod and its Board of Regents avoid the dispute resolution process set forth
in Synod Bylaw 1.10 by taking unilateral action
purporting to separate the university from the Synod
(cf. Synod Bylaw 1.10.2)?

Opinion: Bylaw 3.3.1.1.1 assigns ecclesiastical supervision of all
officers of the Synod and its agencies to the President of the Synod. Bylaw 3.3.1.1.1 (c) gives the President the responsibility and
authority to exercise ecclesiastical supervision over the doctrine
taught and practiced at the universities of the Synod.

Opinion: No. “No person, congregation, or agency [emphasis added] to whom or to which the provisions of this dispute resolution
process are applicable because of their membership in the Synod
may render this procedure inapplicable by terminating that membership during the course of the dispute resolution process” (Bylaw
1.10.2).

Bylaw 3.3.1.2 assigns to the President of the Synod oversight of
all the agencies of the Synod to ensure that these agencies are acting in accordance with the Constitution, Bylaws, and resolutions
of the Synod. Specifically in regard to the educational institutions
of the Synod, the President is charged to officially visit or cause
to be visited all these institutions to exercise oversight over their
administration relative to adhering to the Constitution, Bylaws, and
Resolutions of the Synod (Bylaw 3.3.1.2 [a]).

Question 8:

Question 9:

What is the nature and scope of a board of regents’
fiduciary duties to the Synod as stated in Synod Bylaw 3.10.6.4 (i)(1)? Are these fiduciary duties solely
secular duties or do these fiduciary duties also encompass operating and managing the institution as a
fiduciary and an agent of the Synod in a manner consistent with Constitution and Bylaws of the Synod,
including without limitation Article II and Article III
of the Constitution?

Opinion: The term fiduciary is a commonly used legal term of art.
Black’s Law Dictionary (11th Ed.) offers two definitions, both of
which inform the use of the term to describe the duties regents owe
to the ecclesial Synod. A fiduciary is: “1. Someone who is required
to act for the benefit of another person on all matters within the
scope of their relationship; one who owes to another the duties of
good faith, loyalty, due care, and disclosure. 2. Someone who must
exercise a high standard of care in managing another’s money or
property.” The commission finds that these common definitions are
included within but may not exhaust the sense of “fiduciary duty”
that may be inferred from the immediate context of Bylaw 3.10.6.4
(i)(1). More specifically, the context in Bylaws 3.10.6, 3.10.6.1, and
3.10.6.4 provides, without exhausting the full scope of said “fiduciary duties to the Synod,” some particular aspects of the responsibilities regents owe the Synod in governing the respective institution
in a manner that is faithful to the confession of the Synod (Const.
Art. II) and fulfills its objectives (Const. Art. III; Bylaw 3.10.6.1).
The fiduciary duties expected of regents are thus not purely secular
but involve the comprehensive stewardship of the institution in the
ecclesial interest of the Synod, which has put them in place to govern. Governing the institution as a “fiduciary” or “agent of the [ecclesiastical] Synod, in which ownership is primarily vested” (Bylaw
3.10.6.4 [i][1]) and, indeed, as a “governing board[] of the Synod”
(Bylaw 3.2.2), they owe duties of “good faith, loyalty, due care, and
disclosure” and a “high standard of care” to maintain the institution
in faithfulness to the Synod’s confession (Const. Art. II); in fruitfulness with regard to the accomplishment of the Synod’s objectives
(Const. Art. III and relevant bylaws, resolutions, and policies, as
such pertain to the operation of a Synod university); and consistent
in every respect with the governance model the Synod has set forth
to assure the institution operates in its ecclesial interests (see above,
“Universities as Agencies of the Synod” and Opinion to Question 4).
Question 10: If a board of regents of a university of the Synod
fails to carry out or breaches its fiduciary duties to
the Synod as required in Synod Bylaw 3.10.6.4 (i)
(1), who or what body, within the Synod, has the
authority and responsibility to take action to address
and correct the breach of fiduciary duty, including
2026 Convention Workbook

If the President of the Synod determines there is a violation of the
Constitution, Bylaws, and resolutions of the Synod, he may call up
for review any such action and request that this action be altered or
reversed. If the matter is not resolved, the President of the Synod
shall refer the matter, as he deems appropriate to the issues and party/parties to the matter involved, to the Synod Board of Directors,
the Commission on Constitutional Matters, or to a convention of
the Synod. He is also required to report to the Synod those who are
not acting in accordance with the Constitution, Bylaws, and Resolutions of the Synod (Bylaw 3.3.1.2 [c]).
The unauthorized separation of a university of the Synod (which
is included in property of the Synod) from the Synod inherently
involves a legal and property matter properly to be referred by the
President (Bylaw 3.3.1.2 [c][2]) to the Board of Directors as the
legal representative and custodian of the property of the Synod
(Const. Art. XI E 2), which then carries out its constitutional authority in the interest of the Synod. Any conflict or uncertainty in
determining the authorities of the officers and agencies of the Synod in this respect is to be resolved as set forth in Articles of Incorporation, Article V. Referral by the President of the legal and property
matters involved to the Board of Directors does not exclude the
President’s authority otherwise to exercise, or see to the exercise
of, ecclesiastical supervision (Bylaw 1.2.1 [j]) or detract from “the
President’s constitutional duty to report to the Synod those who
do not act in accordance with the Constitution and do not heed his
admonition, as prescribed in Const. Art. XI B 2” (Bylaw 3.3.1.2
[c][3]).
The commission has treated the approach that most naturally, in its
opinion, followed from the question, but notes that its answer is not
to exclude other processes possible under the Bylaws, including the
process under Bylaw 1.5.7.1 or other dispute resolution processes
(Bylaw section 1.10) among eligible parties involved in the matter.

Questions regarding Concordia Publishing House
Bylaws (23-3004)
Minutes of April 28–29, 2023
A member of the Synod has submitted a request for an opinion regarding Bylaws 3.6.3, 1.2.1 (a), and 1.9 consisting of a series of six
questions with many subpoints listed for each question. To address
these subpoints would require the commission to make broad, theoretical determinations in hypothetical matters, some of which are
not clearly or specifically addressed by the Bylaws. The commission, therefore, will limit its answers to the six primary questions
asked.