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LCMS 2026 Convention Workbook: Reports and Overtures, PDF page 199

2026 Convention Workbook
164 
OFFICER, BOARD, AND COMMISSION REPORTS
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 ecclesi-
astical governance and ecclesiastical supervision: 
•	 Graduates from the university or those satisfactorily com-
pleting 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 in-
dividual 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 repre-
sentation at conventions of the Synod under Bylaw 3.1.4.2 (a). 
•	 Finally, the university would no longer be entitled to partic -
ipate 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 conven-
tion of the Synod takes place, the members of a university board of 
regents have no authority or ability to change the governance mod-
el 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 includ-
ing 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 (By-
laws 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 with-
out 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 in-
corporation 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 
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 incor-
porated into the Synod to serve these fundamental ecclesial purpos-
es. (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 pre-
serve 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 of-
fice, and maximum number of consecutive terms an individual may 
serve (Bylaw 3.10.6.2). The only way by which any of these re-
quirements 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 legis-
lative 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 super -
sede (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 Di-
rectors of Concordia University System” and, finally, through “the 
respective board of regents.” In operating the institution, the uni-
versity 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 con-
solidation, relocation, separation, or divestment of a university 
(Bylaw 3.6.6.4 [i]), which does not allow a university to unilat -
erally separate itself from the Synod, or declare itself to be inde-
pendent 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 two-
thirds 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 pre-
scribed in Bylaw 3.6.6.4 (i), the result would be that the university