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LCMS 2026 Convention Workbook: Reports and Overtures, PDF page 201

2026 Convention Workbook
166 
OFFICER, BOARD, AND COMMISSION REPORTS
proceeding under the dispute resolution process or, 
if appropriate, taking action in secular court?
Opinion: Bylaw 3.3.1.1.1 
assigns ecclesiastical supervision of all 
officers of the Synod and its agencies to the President of the Syn-
od. Bylaw 3.3.1.1.1 (c) gives the President the responsibility and 
authority to exercise ecclesiastical supervision over the doctrine 
taught and practiced at the universities of the Synod. 
Bylaw 3.3.1.2 assigns to the President of the Synod oversight of 
all the agencies of the Synod to ensure that these agencies are act -
ing in accordance with the Constitution, Bylaws, and resolutions 
of the Synod. Specifically in regard to the educational institutions 
of the Synod, the President is charged to officially visit or cause 
to be visited all these institutions to exercise oversight over their 
administration relative to adhering to the Constitution, Bylaws, and 
Resolutions of the Synod (Bylaw 3.3.1.2 [a]).
If the President of the Synod determines there is a violation of the 
Constitution, Bylaws, and resolutions of the Synod, he may call up 
for review any such action and request that this action be altered or 
reversed. If the matter is not resolved, the President of the Synod 
shall refer the matter, as he deems appropriate to the issues and par-
ty/parties to the matter involved, to the Synod Board of Directors, 
the Commission on Constitutional Matters, or to a convention of 
the Synod. He is also required to report to the Synod those who are 
not acting in accordance with the Constitution, Bylaws, and Reso-
lutions of the Synod (Bylaw 3.3.1.2 [c]).
The unauthorized separation of a university of the Synod (which 
is included in property of the Synod) from the Synod inherently 
involves a legal and property matter properly to be referred by the 
President (Bylaw 3.3.1.2 [c][2]) to the Board of Directors as the 
legal representative and custodian of the property of the Synod 
(Const. Art. XI E 2), which then carries out its constitutional au-
thority in the interest of the Synod. Any conflict or uncertainty in 
determining the authorities of the officers and agencies of the Syn-
od in this respect is to be resolved as set forth in Articles of Incorpo-
ration, Article V . Referral by the President of the legal and property 
matters involved to the Board of Directors does not exclude the 
President’s authority otherwise to exercise, or see to the exercise 
of, ecclesiastical supervision (Bylaw 1.2.1 [j]) or detract from “the 
President’s constitutional duty to report to the Synod those who 
do not act in accordance with the Constitution and do not heed his 
admonition, as prescribed in Const. Art. XI B 2” (Bylaw 3.3.1.2 
[c][3]).
The commission has treated the approach that most naturally, in its 
opinion, followed from the question, but notes that its answer is not 
to exclude other processes possible under the Bylaws, including the 
process under Bylaw 1.5.7.1 or other dispute resolution processes 
(Bylaw section 1.10) among eligible parties involved in the matter.
Questions regarding Concordia Publishing House 
Bylaws (23-3004)
Minutes of April 28–29, 2023
A member of the Synod has submitted a request for an opinion re-
garding Bylaws 3.6.3, 1.2.1 (a), and 1.9 consisting of a series of six 
questions with many subpoints listed for each question. To address 
these subpoints would require the commission to make broad, the-
oretical determinations in hypothetical matters, some of which are 
not clearly or specifically addressed by the Bylaws. The commis -
sion, therefore, will limit its answers to the six primary questions 
asked.
laws of the Synod” (Bylaw 1.10.18), would be binding on the par -
ties. 
Question 8:  Can a university of the 
Synod and its Board of Re-
gents avoid the dispute resolution process set forth 
in Synod Bylaw 1.10 by taking unilateral action 
purporting to separate the university from the Synod 
(cf. Synod Bylaw 1.10.2)?
Opinion:
 No. “No 
person, congregation, or agency [emphasis add-
ed] to whom or to which the provisions of this dispute resolution 
process are applicable because of their membership in the Synod 
may render this procedure inapplicable by terminating that mem -
bership during the course of the dispute resolution process” (Bylaw 
1.10.2). 
Question 9:
 What is 
the nature and scope of a board of regents’ 
fiduciary duties to the Synod as stated in Synod By-
law 3.10.6.4 (i)(1)? Are these fiduciary duties solely 
secular duties or do these fiduciary duties also en-
compass operating and managing the institution as a 
fiduciary and an agent of the Synod in a manner con-
sistent with Constitution and Bylaws of the Synod, 
including without limitation Article II and Article III 
of the Constitution?
Opinion: 
 The 
term fiduciary is a commonly used legal term of art. 
Black’ s Law Dictionary (11th Ed.) offers two definitions, both of 
which inform the use of the term to describe the duties regents owe 
to the ecclesial Synod. A fiduciary is: “1. Someone who is required 
to act for the benefit of another person on all matters within the 
scope of their relationship; one who owes to another the duties of 
good faith, loyalty, due care, and disclosure. 2. Someone who must 
exercise a high standard of care in managing another’s money or 
property.” The commission finds that these common definitions are 
included within but may not exhaust the sense of “fiduciary duty” 
that may be inferred from the immediate context of Bylaw 3.10.6.4 
(i)(1). More specifically, the context in Bylaws 3.10.6, 3.10.6.1, and 
3.10.6.4 provides, without exhausting the full scope of said “fiducia-
ry duties to the Synod,” some particular aspects of the responsibil-
ities regents owe the Synod in governing the respective institution 
in a manner that is faithful to the confession of the Synod (Const. 
Art. II) and fulfills its objectives (Const. Art. III; Bylaw 3.10.6.1). 
The fiduciary duties expected of regents are thus not purely secular 
but involve the comprehensive stewardship of the institution in the 
ecclesial interest of the Synod, which has put them in place to gov-
ern. Governing the institution as a “fiduciary” or “agent of the [ec-
clesiastical] Synod, in which ownership is primarily vested” (Bylaw 
3.10.6.4 [i][1]) and, indeed, as a “governing board[] of the Synod” 
(Bylaw 3.2.2), they owe duties of “good faith, loyalty, due care, and 
disclosure” and a “high standard of care” to maintain the institution 
in faithfulness to the Synod’s confession (Const. Art. II); in fruitful-
ness with regard to the accomplishment of the Synod’s objectives 
(Const. Art. III and relevant bylaws, resolutions, and policies, as 
such pertain to the operation of a Synod university); and consistent 
in every respect with the governance model the Synod has set forth 
to assure the institution operates in its ecclesial interests (see above, 
“Universities as Agencies of the Synod” and Opinion to Question 4).
Question 10:
 If a board of regents of a university of the 
Synod 
fails to carry out or breaches its fiduciary duties to 
the Synod as required in Synod Bylaw 3.10.6.4 (i)
(1), who or what body, within the Synod, has the 
authority and responsibility to take action to address 
and correct the breach of fiduciary duty, including