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2026 Convention Workbook 185

OFFICER, BOARD, AND COMMISSION REPORTS

what language needs to be included in the documents to grant the Synod necessary comfort as to the binding nature of particular aspects of Synod governance on the institutions to be a matter for consideration by the Board of Directors more than by this body.

The commission, because the nature of its work is to detect disharmony, tends to produce negative documents indicating facets that require correction. Staff of the Office of the Secretary is preparing an accompanying document with the intention of providing positive guidance, more useful for a university or seminary considering development of new provisions or policies and seeking suggestions as to what should be included. Once the review of this document by the Office of the Secretary and this commission is complete, the Office of the Secretary intends to release it as an item complementary to the following opinions.

The opinions that follow are named after the respective institutions but receive the agenda item number assigned to the general review project, Ag. 23-3023.

The commission notes to the Board of Directors all the following reviews and will provide to the Board of Directors not only its opinions but all documents reviewed.

In the following, the commission notes also that it has not attempted to correct all instances of references to Synod Bylaws rendered incorrect simply due to renumbering as a result of 2023 Res. 7-04B or other changes.

For reports on individual institutions’ governing documents, relevant to Report R5, see noted minutes.

Director of Family Life Ministry Authorization (25-3072)

Minutes of December 2, 2025 By an email of September 21, augmented by submission of fur - ther documents on September 22, the chairman of the Concordia University System (CUS) Board of Directors (BOD) requested an opinion of the commission on the following question, related to the CUS BOD’s motion, taken September 19, to wit:

[Resolved,] To approve the minor curricular changes to the Director of Family Life Ministry (DFLM) Program and authorize it to be offered at the Master’s level at Concordia Nebraska and Concordia Wisconsin under Bylaw 3.6.6.1 (b), contingent upon review by the Commission for Constitutional Matters.

The commission was also provided with a document entitled, “White paper in support of changes to colloquy requirements for commissioned status of Commissioned Family Life Ministers in The Lutheran Church—Missouri Synod,” as was provided to the CUS BOD, and a number of other backup documents. At the suggestion of the Secretary, the question was worded thus:

Question:

Does the CUS BOD possess the authority under Bylaw 3.6.6.1 (b) (as opposed to the authority reserved to the convention under Bylaw 3.6.6.1 [g]) to authorize implementation of a commissioned minister preparation program previously offered at the bachelor’s level at one Concordia campus in the form of a master’s level program including substantially equivalent subject matter at the same or a different Concordia university?

Opinion:

On the recommendation of the Board for Higher Education (BHE)/CUS, 2004 Res. 5-04A authorized the Director of and even the questions asked all assume that there would be structures that involve ownership by LCEF and/or the LCMS-related entity, on the one hand, and third parties (whether developers or investors), on the other hand. Regardless of the level of the various ownership interests, or the rights associated with the interests, the fact of having an entity that is not wholly owned by an agency of the Synod would not be permissible.

2023 Res. 7-04B Review of Higher Education Governance Documents (23-3023)

Minutes of September 12–13, 2025 The commission received an assignment in 2023 Res. 7-04B, “To Revise Bylaws to Revisit and Renew Relationship of Colleges and Universities with the Synod,” part C, “To Clarify Relationship of the Synod’s Board of Directors to the Concordia University Boards of Regents,” to provide input to the Board of Directors of the Synod on “the governing documents and governance practices of all higher education institutions of the Synod,” with “all boards of regents and boards of associated foundations [being] directed to correct any identified noncompliance with the Synod Constitution,

Bylaws, and resolutions.” The commission requested documents in

a memorandum of December 8, 2023, making some follow-up requests. It commenced its review of the documents at its March 2024 meeting with the first documents received, determining to hold all the reviews for collective release. It concluded its review of the last institution’s documents at this meeting and now releases its reviews for all the universities and seminaries of the Synod.

In its reviews it has noted areas where institution governing documents are not in harmony with the Constitution, Bylaws, and resolutions of the Synod, in some places, due to the changes effected in the Synod Bylaws by 2023 Res. 7-04B, but in many places, with regard also to prior Synod Bylaws. It is important to note that the commission is charged to identify such disharmonies, not to improve generally upon the governing documents of the institutions (although it sometimes offers what are intended to be helpful suggestions). In this work, the commission must often consider where an omission from agency articles or bylaws of a detail that is not explicitly required to be included in such documents (by, for example,

Bylaw 1.5.3.6) constitutes such a disharmony. To give one specific

instance, the commission has found, and indicates in these reviews, that agency articles and bylaws, where they state or assume from corporation law generally an ability of the board to amend the articles or bylaws, need to include explicitly the requirement that such amendments be reviewed and approved in advance by this commission, as required by Synod Bylaw 3.9.2.2.3 (a). As the Board of Directors considers changes to Bylaw section 1.5, containing requirements for governing documents and practices of Synod agencies, the explicit requirement of inclusion of this explicit provision in agency governing documents may warrant inclusion.

Generally, the commission has noted certain provisions included in agency documents that, apart from inclusion of material from the Synod Bylaws, could prove misleading in isolation. It has not, however, generally scrutinized the governing documents for places where contradictory default inferences from laws of relevant jurisdictions or arguments from silence made otherwise might cloud a Synod procedure for, for example, removal of directors (Bylaw 1.5.7) or limitations on real property or borrowing authority, etc.

The commission has likewise not fully attended to the implica - tions of board policy for the agencies, which is generally beyond its scope of work. The commission considers the determination of