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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 ecclesiastical governance and ecclesiastical supervision:

• Graduates from the university or those satisfactorily completing 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 individual 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 representation 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 convention of the Synod takes place, the members of a university board of regents have no authority or ability to change the governance model 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 including 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 (Bylaws 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 without 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 incorporation 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 incorporated into the Synod to serve these fundamental ecclesial purposes. (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 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]).

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 office, and maximum number of consecutive terms an individual may serve (Bylaw 3.10.6.2). The only way by which any of these requirements 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 legislative 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 Directors of Concordia University System” and, finally, through “the respective board of regents.” In operating the institution, the university 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 consolidation, 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 independent 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 twothirds 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 prescribed in Bylaw 3.6.6.4 (i), the result would be that the university