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Resolution 9-04

To Amend Various Bylaws for Purposes of Clarification or Improvement

Current verified published text from Today's Business, Issue 1. Proposed business, not final Synod action unless adopted.

Current published version

Resolution 9-04

Today's Business, Issue 1
Publication date not printed
Printed pp. 146-151
Proposed business unless official action indicates otherwise

Original floor committee resolution. No earlier published version exists.

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Official Action Source

Convention Minutes, Sessions 3 and 4

Monday, July 20, 2026

Use these published minutes for the controlling record of actions, votes, elections, and parliamentary dispositions. Today's Business remains the source for exact published proposal wording.

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Current published version

Today's Business, Issue 1. pp. 146-151. Original floor committee resolution.

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Official Resolution Source Text

Resolution: 9-04

Canonical number: 9-04

Committee: Structure and Administration

Source: Today's Business, Issue 1

Printed pages: pp. 146-151

PDF pages: 146-151

Version: original, current-published-proposal

Source reference: Issue 1, pp. 146-151

Line numbers follow Today's Business, Issue 1, with numbering reset on each printed page, so delegates can compare this page with the official PDF.

Page 146

  1. To Amend Various Bylaws for Purposes of Clarification or Improvement
  2. RESOLUTION 9-04
  3. Overture 9-05 (CW, 454–58)
  4. Preamble
  5. The Commission on Handbook (COH), responding to a variety of observations from officers, agencies, and members of
  6. the Synod, has proposed amendments to bylaws that have given opportunity to confusion or required repeated or
  7. nonobvious interpretation by the Commission on Constitutional Matters (CCM). These are presented together for the sake
  8. of convention efficiency, but each is logically independent of the others:
  9. A. TO AMEND THE BYLAWS TO PROVIDE A MECHANISM
  10. FOR HANDLING SECRETARY INCAPACITY
  11. Rationale
  12. In its review (Op. 22-3002) of the Board of Directors (BOD) Policy Manual, the CCM noted that Policy 4.6.3.3, providing
  13. that “[t]he Board shall determine when the Secretary is unable to serve in that capacity because of prolonged illness or
  14. disability, with the Board designating an acting secretary until the Board determines that such illness or disability has been

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  1. removed,” seems to be “without bylaw warrant.” The BOD Governance Committee (BOD Minutes, Nov. 22–23, 2024,
  2. #141) referred this matter to the COH, asking that the apparent bylaw lacuna be filled. The COH found this situation to be
  3. analogous to the provision provided for the President in Bylaw 3.3.1.4, the only complication being that there is no “Vice-
  4. Secretary” permanently in place to step in:
  5. 3.3 Elected Officers of the Synod
  6. President
  7. …
  8. Inability to Serve
  9. 3.3.1.4 When the President is unable to serve, the duties and responsibilities of the Office of President shall be
  10. assumed by the First Vice-President.
  11. (a) The Board of Directors of the Synod shall determine when the President is unable to serve in that
  12. capacity because of prolonged illness or disability.
  13. (b) The First Vice-President shall remain as the acting president until that board determines that such
  14. illness or disability has been removed.
  15. The COH has proposed the following amendment to provide the BOD a bylaw basis, based on the above, for the procedure
  16. expressed in its policy manual.
  17. Therefore be it
  18. Resolved, That Bylaw 3.3.3.3 be inserted (with renumbering of the following bylaw) as follows:
  19. PRESENT/PROPOSED WORDING
  20. Secretary
  21. …
  22. Inability to Serve
  23. 3.3.3.3 When the Secretary is unable to serve, the duties and responsibilities of the Office of Secretary shall be
  24. assumed by an acting secretary appointed by the Board of Directors.
  25. (a) The Board of Directors of the Synod shall determine when the Secretary is unable to serve in that
  26. capacity because of prolonged illness or disability.
  27. (b) The acting secretary shall function as such until that board determines that such illness or disability
  28. has been removed.
  29. 3.3.3.34 In the event of the death, resignation, or permanent incapacity of the Secretary, the Board of Directors of the
  30. Synod shall appoint a successor for the unexpired term.
  31. B. TO CLARIFY BYLAW 3.10.6.1 BY REORGANIZATION OF PROVISIONS
  32. Rationale
  33. The Synod’s 2023 convention adopted a number of revisions to bylaws that affect the Synod’s colleges and universities,
  34. notably Res. 7-04B, “To Revise Bylaws to Revisit and Renew Relationship of Colleges and Universities with the Synod.”
  35. Section D of that resolution (Proc., 182–83) revised bylaws on the duties of Boards of Regents. In the present overture,
  36. the COH offers a reorganization of this list of duties, principally in response to observations from the required regent
  37. training (Bylaw 3.10.6.2.2) indicating that this would make the bylaw’s requirements more readily understood. In doing
  38. so, the commission solicited and received feedback from Concordia University presidents and the Concordia University
  39. System. No substantive change has been made, only a logical reordering of the items based in part on comments received
  40. from one of the university presidents.
  41. Therefore be it
  42. Resolved, That Bylaw 3.10.6.1 be amended as follows:
  43. PRESENT/PROPOSED WORDING
  44. F. Concordia University System Boards of Regents
  45. …
  46. 3.10.6.1 In fulfilling its commonly understood fiduciary duties owed to the institution, and its governance
  47. responsibilities, the board of regents shall:

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  1. (a) serve as the governing body corporate of the institution, vested with all powers its members may
  2. exercise either as directors, trustees, or members of the body corporate;
  3. (db) as a whole and as individual members, as stewards of the institution on behalf of the congregations
  4. of the Synod, embrace and advance with administration, faculty, staff, and students the institution’s
  5. fundamental purpose as inculcating the faith, as taught in the Scriptures and Lutheran Confessions
  6. (Constitution Article II), preparing students to live in this faith toward God and by this faith, in their
  7. various vocations, in love toward the neighbor;
  8. (c) govern the institution with consistent attention to specific ways that the institution is confessing
  9. Jesus Christ in full accord with the doctrinal position of the LCMS (Constitution Art. II) and fulfilling
  10. His mission in our world as proper to a college or university of the Synod under its objectives
  11. (Constitution Art. III), intentionally seeking continual growth as a board in such governance, including
  12. that the board shall:;
  13. (e1) ensure that all faculty receive appropriate formal, ongoing training in the doctrines of Holy
  14. Scripture as rightly taught in the Lutheran Confessions as they relate to their academic disciplines,
  15. to enable faculty to engage in responsible exercise of their academic freedom within the confession
  16. of the institution and the Synod (Constitution Art. II); and
  17. (f2) actively encourage and expect curricula and policies for student life and behavior consistent
  18. with the doctrine and practice of the Synod, and commit the institution to the principles of Christian
  19. discipline, an evangelical manner, and good order;
  20. (bd) govern the institution at all times according to the commitment of the institution, in its mission and
  21. otherwise, to carry out its affairs as part of the Concordia University System and in accordance with the
  22. Constitution, Bylaws, and resolutions of the Synod, including that the board shall:;
  23. (j1) ensure that its institution and constituent parts strive to excel in the Lutheran Identity and
  24. Mission Outcomes Standards, and to cooperate fully with processes for ecclesiastical visitation by
  25. the Concordia University System and for appointment of the institution’s president; and
  26. (k2) ensure that its institution and constituent parts support the proper authorities of the Synod in
  27. their roles of ecclesiastical supervision of called workers, placement of graduates, and doctrinal
  28. review status appeals, and submit to the Synod’s expectations for handling of faculty complaints
  29. and dispute resolution, insofar as they apply;
  30. (m3) govern transparently, including, without limitation, providing to Concordia University
  31. System in a timely manner minutes of board meetings and board and institution policies adopted or
  32. modified, and to both Concordia University System and the Synod Board of Directors proposed
  33. revisions of institutional governing documents and policies prior to their adoption, and responsively,
  34. understanding inquiries and suggestions offered by Concordia University System and the Synod
  35. Board of Directors to be offered on behalf of the congregations of the Synod, to which the board is
  36. ultimately responsible;
  37. (r4) ensure that all governing and other legal documents and policies of the institution conform to
  38. and are consistent with the Constitution, Bylaws, and resolutions of the Synod, and modify
  39. institutional governing documents only after proposed modifications have been approved by the
  40. Commission on Constitutional Matters and with at least 30 days advance notice to the Synod Board
  41. of Directors as custodian of Synod’s property;
  42. (l5) duly consider the common confession, mission, interest, and cooperative strength of the Synod,
  43. with its congregations, agencies, and other institutions, as it makes decisions with impact beyond
  44. its campus, especially as it plans new programs, discontinues existing programs, cooperates and
  45. consolidates operations with other Synod schools, operates in a worldwide online marketplace,
  46. cooperates with the Synod Board of Directors in the legal defense of the right to the free exercise
  47. of our confession, and interacts with the ministries and partner churches of the LCMS, domestically
  48. and internationally, in harmony with its programs and consistent with its protocol agreements;
  49. (i6) review and approve academic programs recommended by the administration and faculty,
  50. giving due consideration to the Lutheran Identity and Mission Outcomes Standards and coordination
  51. with other Synod colleges and universities;
  52. (h7) ensure the communication of board-approved strategic plan documents to the Concordia
  53. University System Institution Advisory Council; and
  54. (q8) exercise its exclusive duty of institutional governance in the interest of the Synod without
  55. abdicating its authority to, or commingling its authority with, that of others;

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  1. (se) take the leadership in assuring the preservation and improvement of the assets of the institution and
  2. see to the acquisition, management, use, and disposal of the properties and equipment of the institution,
  3. including that the board shall:.
  4. (o1) maintain effective internal controls and operate with financial transparency, annually
  5. reviewing and approving the institutional budget and providing, within 30 days of board acceptance
  6. and final issuance of the institutional audit, audited financial statements and other information as
  7. specified in the policies of the Synod Board of Directors and to congregations of the Synod upon
  8. request;
  9. (t2) safeguard present and future assets of the institution, making every effort to ensure designation
  10. of gifts, whether to the university itself or to any associated foundation, so that they will continue
  11. to be available to higher education within the Synod in the event of the closure, divestiture, or
  12. separation of the institution; and
  13. (g3) maintain and approve an institutional master plan, any modifications to which shall be
  14. submitted to the Synod Board of Directors for its approval (Bylaw 3.3.4.5 [e]);
  15. (wf) effectively and intentionally govern the institution and its president so that administration and
  16. faculty carry out their management and educational responsibilities in a manner consistent with the
  17. foregoing, including that the board shall:; and
  18. (n1) develop detailed policies and procedures for governance of the institution, to include policies
  19. and procedures compliant;
  20. (p) maintain policies and procedures for handling faculty complaints and dispute resolution in
  21. compliance with Bylaw 3.10.6.9.6 for handling faculty complaints and dispute resolution;
  22. (x2) participate fully in the procedures for the selection and regular review of the president of the
  23. institution and of the major administrators; approve of the appointment of faculty members who
  24. meet the qualifications of their positions; approve sabbatical and study leaves; and encourage
  25. faculty development and research.;
  26. (u3) initiate a performance review of the institution’s president upon identification of significant
  27. operational deficiencies; and
  28. (v4) effect the removal from office of the institution’s president upon a finding, under the procedure
  29. of Bylaw 3.10.6.8.3 or Bylaw 3.10.6.8.1 (e) or (f), that he is unfit to serve as the spiritual head of
  30. the college or university;.
  31. C. TO AMEND BYLAW 4.2.2 TO ALLOW FOR ELECTRONIC
  32. DISTRICT CONVENTION DELEGATE ACCREDITATION
  33. Rationale
  34. At the Synod level, pre-convention processes have made increasing use of electronic methods for official acts, such as
  35. reporting of circuit delegate and alternate elections and their certification by the district secretaries, registration of
  36. presidential voters, nominations for President and vice-presidents, and the election of the President. Electronic means:
  37. • allow more rapid turn-around without the uncertainty of mail delivery and delay;
  38. • allow for more targeted reminders when individuals or congregations have not yet submitted, improving
  39. participation;
  40. • avoid a data entry step involving reading of usually handwritten information, improving the reliability of information
  41. gathered;
  42. • save mailing cost and inconvenience; and
  43. • allow increased automation of processes, saving staff time and money and improving service.
  44. The use of electronic means for these processes has been permitted gradually at the Synod level by a number of convention
  45. and commission actions, including:
  46. • 2010 Res. 4-07, which replaced signatures for President/vice-president nominating ballots with “a secure and
  47. verifiable method” to be provided by the Secretary of the Synod;
  48. • 2023 Res. 9-02 [F], which made explicit the CCM’s opinion that provision of a “form” and corresponding
  49. “signatures” could be done electronically (Proc., 200–1; see also CCM Op. 20-2930, “Nomination Ballot and Voter
  50. Registration Processes for Synod Conventions”); and

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  1. • 2023 Res. 9-02 [G], which did the same for the nomination ballots for regional vice-president, completing the work,
  2. in this regard, of 2010 Res. 4-07 (Proc., 201; see also CCM Op. 20-2930).
  3. The noted CCM opinion observed:
  4. Bylaw 3.12.2.3 (b), as so amended, simply states that the congregation shall present to the Secretary of the
  5. Synod “a proper credentials form provided by the Secretary.” It does not specify how this form is to be
  6. distributed. It could be a paper form mailed to each congregation, or it could be an electronically fillable
  7. form accessible on the Synod website.
  8. The bylaw further specifies that this form must be signed by two of the congregation’s officers. This could
  9. be done via an electronic signature (which has come to be commonly understood—as in the case of Missouri
  10. contract law, for example, for fifteen years—not necessarily to require a handwritten mark) before the form
  11. is electronically submitted to the Office of the Secretary. …
  12. Thus, the wording of Bylaw 3.12.2.3 (b) allows the Secretary of the Synod to use a “secure and verifiable
  13. method” for the registration of the voting delegates of each congregation or parish to vote for the president
  14. of the Synod so long as it involves the collection by some means of the required “signatures” (i.e., verifiable
  15. attestations, by some commonly understood means of physical or electronic signature) of two congregational
  16. officers.
  17. This same logic would seem to apply to Bylaw 4.2.2 (except, perhaps, for its use of the term mailing). A change should
  18. be made to Bylaw 4.2.2 to allow clearly for a secure and verifiable electronic registration method to be implemented by
  19. district secretaries. As with similar processes on the district level, the existing, paper-based approach remains an acceptable
  20. “secure and verifiable method.”
  21. Therefore be it
  22. Resolved, That Bylaw 4.2.2 (a) be amended as follows:
  23. PRESENT/PROPOSED WORDING
  24. 4.2 District Conventions
  25. …
  26. 4.2.2 The delegates of a voting congregation or multi-congregation parish to a district convention shall be
  27. accredited.
  28. (a) To be entitled to vote, delegates shall return the proper credentials provided by the district secretary
  29. and signed by two of the congregation’s officers, either by mailing them to the district office at a date
  30. determined by the district or by presenting them to the district secretary at the opening of the
  31. convention.The congregation or parish shall present to the district secretary, via a secure and verifiable
  32. method provided by him, the names of the pastor and elected lay delegate to represent it at the district
  33. convention, as well as an attestation by two of its officers that these delegates are properly authorized
  34. by it to do so. Only those delegates named in such credentials, having been submitted to the district
  35. secretary by a date set by the district or presented to him at the convention, shall be entitled to vote.
  36. …
  37. D. TO AMEND BYLAW 3.1.3.2 TO CLARIFY CERTIFICATION
  38. OF VOTING AND ADVISORY DELEGATES AND ADVISORY REPRESENTATIVES
  39. Rationale
  40. The LCMS Office of the Secretary has implemented a new system for the collection of information in the processes that
  41. gather information on officially elected, appointed, or designated Synod convention voting and advisory delegates and
  42. advisory representatives. As part of that work, the office reflected on, and brought to the COH, the following issues of
  43. wording in Bylaw 3.1.3.2. The COH now recommends the proposed amendment below for the following reasons:
  44. 1. Bylaw 3.1.3.2 uses language of certification, which is helpful and should be used for all official convention
  45. attendees or potential attendees, such as delegates, representatives, and their alternates. This may be distinguished
  46. from the later registration, which could then apply exclusively to the later process of arranging for actual
  47. attendance, hotel accommodations, etc. There has been confusion in the minds of many over whether registration
  48. has been completed when the individual is simply named to participate; accommodations remain, importantly, to
  49. be worked out. Using the term certification exclusively to refer to the official process of determining and

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  1. recording who is to attend and the term registration exclusively to refer to the process of arranging for the actual
  2. attendance of such individuals will improve clarity of communication.
  3. 2. With regard to the word forwarded, there is an implication that there is movement of a document, either hard copy
  4. or digital, from one person to another. With the implementation of an electronic forms system, this information is
  5. submitted to the Office of the Secretary rather than forwarded. Bylaw 3.12.3.4, which deals with the work related
  6. to the Committee for Convention Nominations, uses submitted to refer to the information pertaining to nominees,
  7. all of which is being collected using an online form system. The same term could be used here.
  8. 3. Bylaw 3.1.3.2 appears to be located in the section pertaining to Nonvoting Advisory Delegates and yet refers to all
  9. district representation, including voting and nonvoting advisory delegates and representatives and their alternates.
  10. The commission recommends introduction of a subsubsection header to clarify the scope of this bylaw without
  11. adjusting the section outline.
  12. Therefore be it
  13. Resolved, That Bylaw 3.1.3.2 be amended and a header be inserted as follows:
  14. PRESENT/PROPOSED WORDING
  15. Nonvoting Advisory Delegates
  16. …
  17. Certification of Voting and Advisory Delegates and District Advisory Representatives
  18. 3.1.3.2 All district voting and nonvoting advisory delegates and representatives and their alternates shall be certified
  19. before attending a convention of the Synod.
  20. (a) The names and addresses of all voting and nonvoting advisory delegates and representatives and
  21. their alternates shall be forwardedsubmitted by the district secretary before the announced registration
  22. deadline to the Secretary of the Synod on registrationthe forms provided by the latter.
  23. (b) This procedure shall constitute certification.
  24. E. TO AMEND BYLAW 3.10.6.9 TO CLARIFY HOW UNIVERSITY FACULTIES MAY VOTE
  25. TO SUBMIT OVERTURES
  26. WHEREAS, Questions have arisen as to how university faculties may vote to submit overtures to a convention, as
  27. allowed in Bylaw 3.1.6.2; and
  28. WHEREAS, Bylaws provide in other instances for how faculties elect advisory representatives (Bylaw 3.10.6.9 [c]),
  29. certify church work students (Bylaw 2.7.2), and deal with their voting in general (Bylaw 3.1.6.2), but do not deal with this
  30. specific issue; and
  31. WHEREAS, The submission of an overture to a convention of the Synod is a right afforded only, otherwise, to bodies
  32. composed entirely of members of the Synod or of members of Synod member congregations (Bylaw 3.1.6.2); and
  33. WHEREAS, The voting model used for certification of church work students (Bylaw 2.7.2) therefore seems appropriate
  34. to this faculty function, as well; therefore be it
  35. Resolved, That Bylaw 3.10.6.9 be amended as follows:
  36. PRESENT/PROPOSED WORDING
  37. Concordia University System Faculties
  38. 3.10.6.9 The faculty of each college or university of the Synod shall consist of the president, the full-time faculty, and
  39. the part-time faculty.
  40. (a) Part-time or temporary faculty members are distinguished by an appropriate title.
  41. (b) Part-time or temporary faculty members shall hold nonvoting membership on the faculty.
  42. (c) Only the voting or full-time faculty who are in good standing as individual members of the Synod
  43. or are members in good standing of a member congregation of the Synod shall participate in faculty
  44. decisions regarding the qualification of graduates or colloquy program participants for rostered service
  45. (d) Submission of an overture to a convention of the Synod shall be by majority vote of the full-time
  46. faculty who are in good standing as individual members of the Synod or are members in good standing
  47. of a member congregation of the Synod.

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