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LCMS 2026 Convention Workbook: Reports and Overtures, PDF page 200

2026 Convention Workbook
165
OFFICER, BOARD, AND COMMISSION REPORTS
which is to be exercised carefully (Bylaw 3.10.6.4 [i][1]). Bylaw 
1.5.1.3 requires each member of a board be sensitive in all activ -
ities to avoid “taking or giving offense, giving the appearance of 
impropriety, causing confusion in the Synod, or creating potential 
liability.” Regarding separating or divesting the university from the 
Synod, see the answer above.
Question 5:
 Is a university of the Synod and its board of regents 
an 
eligible party subject to the dispute resolution 
process set forth in Synod Bylaw section 1.10?
Opinion: Yes. 
Agencies of the Synod are included in those to 
whom the dispute resolution process applies (Bylaw 1.10.3).
Question 6:  Assuming a university of the 
Synod and its board of 
regents are eligible parties to the dispute resolution 
process set forth in Synod Bylaw section 1.10, does 
the dispute resolution process apply to a dispute be-
tween the Synod (or its President or Board of Di-
rectors) and a board of regents regarding that board 
of regents unilaterally amending or modifying its 
governance documents, and regarding whether the 
action of the board of regents is within the authority 
granted to it under the Constitution and Bylaws of 
the Synod?
Opinion:
 Essentially, 
no. The fundamental material question of 
whether a Synod university has the authority to unilaterally change 
its governance from that prescribed in the Constitution, Bylaws, and 
resolutions of the Synod, since such a question pertains fundamen-
tally not to the presenting fact situation but to the interpretation and 
meaning of the Constitution, Bylaws, and resolutions of the Synod, 
is outside of the authority of the dispute resolution process to arbi-
trate or adjudicate, as stated in the Bylaws. Authority to interpret the 
Constitution, Bylaws, and resolutions of the Synod is specifically 
given by the Bylaws only to the Synod’s CCM (Bylaw 3.9.2.2). Any 
dispute resolution process is subject in all its aspects to “Holy Scrip-
ture, the Lutheran Confessions, and the Constitution and Bylaws of 
the Synod” (Bylaw 1.10.18). As to the Constitution and Bylaws of 
the Synod, opinions of this commission are finally dispositive of any 
questions as to their interpretation that arise during a dispute reso-
lution process (Bylaw 1.10.18.1 [h], [h][1]). While the question of 
whether a board of regents has the authority described is thus finally 
resolved by this commission’s interpretation of the Constitution and 
Bylaws in the negative, this is not to foreclose the applicability of 
the dispute resolution process to disagreements or disputes, related 
to or arising out of this action, as may apply to the board of regents 
as a whole or to individual regents as “members of congregations of 
the Synod elected or appointed to positions with … an agency of the 
Synod” (Bylaw 1.10.2 [5]).
Question 7: 
 Assuming that the noted parties and issue would be 
subject to 
the dispute resolution process, would the 
outcome of the process, presuming that it is consis-
tent with the Constitution, Bylaws, and resolutions 
of the Synod, be binding on the parties involved?
Opinion:
 The Constitution and Bylaws of the Synod are of them -
selves 
generally, and as to the central material question noted above 
in particular, already binding on both the parties and on the out-
come of any dispute resolution process, as explained above. As to 
other aspects of related disagreements or disputes, the outcome of 
any dispute resolution process, provided it is consistent with “Holy 
Scripture, the Lutheran Confessions, and the Constitution and By-
sole authority to interpret the Constitution, Bylaws, and resolutions 
of the Synod and has no authority to alter or waive their require-
ments (Bylaw 3.9.2). 
Question 3:
 Does a 
board of regents of a university of the Synod 
have an obligation to comply with the Constitution 
and Bylaws of the Synod, including without lim -
itation Article II and Article III of the Constitution, 
when operating and managing and taking action on 
behalf of the university, including an action purport-
ing to separate the university from the Synod?
Opinion:
 Yes. 
The Constitution in all its articles, the Bylaws, and 
the resolutions of the Synod are binding on all agencies of the Syn-
od, which includes every university. A board of regents of a univer-
sity of the Synod operates the university as a fiduciary and an agent 
of the Synod, which includes being faithful to the confessional po-
sition (Const. Art. II) and the Objectives of the Synod (Const. Art. 
III) and faithfully maintaining and adhering to the model of gover-
nance set forth by the Synod (Bylaw 3.10.6.4 [i][1–2]). Ownership 
of the university remains primarily invested in the Synod, and is 
exercised first through the Synod’s Board of Directors, which is 
the custodian of all property of the Synod, then through the CUS 
Board, and finally through the board of regents, operating with the 
authority set forth for it in the Bylaws of the Synod. In operating 
the institution as an agent of the Synod, a board of regents of a 
university and its members are bound to carefully exercise its fidu-
ciary duty to the Synod (Bylaws 3.10.6.4 [i] and 3.10.6.4 [i][1]). If 
a university board of regents were convinced that it was in the best 
interest of both the Synod and that institution for the institution to 
be divested or separated from the Synod, then it would be obligated 
to follow the process detailed in Bylaw 3.6.6.4 (i) and to submit to 
its conclusion.
Question 4:
 Do individual 
members of a Synod university board 
of regents have a duty to comply with the Consti-
tution and Bylaws of the Synod, including without 
limitation Article II and Article III of the Constitu-
tion, when operating and managing and taking ac-
tion on behalf of the university, including an action 
purporting to separate the university from the Syn-
od?
Opinion:
 Yes. Constitutional 
and Bylaw provisions dealing with 
governance of the institutions—including the assignment of ec-
clesiastical 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 creat -
ed, sustained, and relied on (Bylaw 1.1.1 [b]). Any noncompliance 
with these provisions on the part of a board of regents or individual 
regent is therefore not in the interest of the Synod. Bylaw 1.5.2 (b) 
and (b)(1) require that every board member of every agency of the 
Synod shall, when operating and managing and taking action on be-
half of such agency (in this case, the university), carry out respon-
sibilities in a manner “reflecting the highest degree of integrity and 
honesty consistent with the Scriptures, the Lutheran Confessions, 
the Constitution, Bylaws, and resolutions of the Synod,” and shall 
act consistently in the interest of the Synod. “Any inappropriate ac-
tivity shall cease or the position will be vacated” (Bylaw 1.5.2 [b]
[1]). As a board of the Synod (Bylaw 3.2.2 [6]), a board of regents, 
which has been given authority to manage the university on behalf 
of the Synod, has a direct, “fiduciary” responsibility to the Synod,