Official Workbook overture source text
Overture: 7-01
Workbook page: Contents page x; overture page 417
Source pages: Contents page x; overture page 417
Source status: source checked / public
7-01 To Amend Bylaws to Convert Concordia University System, the Synodwide Corporate Entity, into Commission for University Education Rationale 2023 Resolution 7-04B implemented certain changes proposed by the committee established by 2019 Res. 7-03 to “review the overall governance of the Concordia University System (CUS) and the boards of regents of the CUS institutions .” The committee initially proposed—since the business functions of CUS would cease in the new model, while the ecclesiastical visitation aspect would continue and be strengthened—a Synod commission would serve more efficiently to connect the Synod with its universities than would the present synodwide corporate entity, having as it does all the overhead of operating a distinct corporation (2023 Report R61, “2019 Res. 7-03 Committee to Propose a New Governance Plan for the Colleges and Universities of the Synod,” Workbook , 141–44). This new commission was to be named the “Commission for University Education” (CUE). Reasons for this change include the following: • In the new model, as proposed and adopted, CUS no longer carries out business or line -of-credit management functions on behalf of the universities, resulting in there being no need for a separate corporation. • Bylaws have made explicit allowance for universities to create new entities to provide collaborative and consolidative efforts (Bylaws 3.10.6.7 –3.10.6.7.1), for which CUS is to assume no “operational or financial responsibility” (Bylaw 3.6.6.1 [j]) —elimina ting another reason for CUS to exist as a distinct corporation. • CUS has no sources of funding other than the corporate Synod subsidy and a small amount of direct giving that could be accommodated more efficiently and effectively through corporate Synod, and its budget could be managed more effectively and with less overhead by eliminating the corporate, accounting, and audit overhead. • CUS is served by corporate Synod accounting and audit functions already, making its operations easily assimilable. • Provisions exist for commissions (such as the Commission on Theology and Church Relations) to be staffed with executive staff to the same extent as CUS had as a synodwide corporate entity, but these (today, entirely subsidized by corporate Synod anyway) would be fully integrated into corporate Synod budgetary processes and human resources management. • The “Concordia University System” name and brand can be retained and used by the Synod for the universities operating together in concert with the Synod, even if the corporation operating under that name is dissolved. By the time the proposal was presented in resolution form (2023 Res. 7-04, 2023 Today’s Business 1:143–48), however, this aspect of the new governance plan was scaled back to “refocus” CUS as “ecclesiastical visitor” but not to convert the synodwide corporate entity into a commission. One key reason for this change, despite the above benefits of the alternative, was that at the time, corporate Synod and CUS were involved in very significant litigation related to the closure of Concordia University, Portland, litigation that has now been resolved. With that matter resolved, the Board of Directors proposes the completion of this aspect of the original design of the new governance model, to convert CUS into a commission, the Commission for University Education, with equivalent function but with lower overhead. The name, concept, and brand of “Concordia University System” would be retained and used by the Synod as the collective name for the universities operating in concert with one another and with the Synod. Therefore be it Resolved, That Bylaw subsection 3.6.6 be amended, renamed, and relocated as follows, to convert the Concordia University System (CUS) into the Commission for University Education (CUE), with references elsewhere in the Bylaws adjusted accordingly: PRESENT/PROPOSED WORDING Concordia University SystemCommission for University Education 3.69.6 Concordia University System, as a nonprofit corporation under the laws of the State of Missouri, is incorporated as provided in its Articles of Incorporation and corporate Bylaws to facilitateThe Commission for University Education facilitates ecclesiastical visitation and affirmation of the Synod’s colleges and universities (Bylaw 3.10.6 and following), collectively known as the “Concordia University System,” and to assistassists with their cooperation and coordination. It shall seek to assist them with ef fective and accountable: • preparation of commissioned ministers for service in the Synod and of pre-seminary students for study at a Synod seminary; • raising up of Lutheran laypersons for lifelong, faithful service to Christ and the neighbor; and • robust, intentional engagement of all students with the faith taught and practiced, with application to their vocations in family, church, and state. 3.69.6.1 The Concordia University System Board of Directors Commission for University Education shall: (a) define, after input from the Institution Advisory Council, and adopt the Lutheran Identity and Mission Outcomes Standards (“Standards,” Bylaw 3.69.6.4), which shall be the basis of Synod visitation of Synod colleges and universities, including each of their church worker preparation programs; and maintain policies governing, and supervise the performance of, such Synod visitation (Bylaws 3.69.6.4 and following), which shall focus on support and accountability for maintaining and strengthening Lutheran identity. Consistent with the Standards, the Concordia University System Commission for University Education shall ensure that each institution receives: (1) regular ecclesiastical and fraternal counsel and encouragement through annual, informal visitation that involves free exchange among peers; (2) in-depth ecclesiastical formal visitation and reporting (including affirmation, commendations, cautions, and recommendations for improvement; Bylaw 3. 69.6.4) at least once every three years; 2026 Convention Workbook 417FLOOR COMMITTEES: REPORT AND OVERTURE ASSIGNMENTS