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Board shall determine when the Secretary is unable to serve in that capacity because of prolonged illness or disability, with the Board designating an acting secretary until the Board determines that such illness or disability has been removed,” seems to be “without bylaw warrant.” The BOD Governance Committee (BOD Minutes, Nov.

22–23, 2024, #141) referred this matter to the COH, asking that the apparent bylaw lacuna be filled. The COH found this situation to be analogous to the provision provided for the P resident in Bylaw 3.3.1.4, the only complication being that there is no “Vice - Secretary” permanently in place to step in:

3.3 Elected Officers of the Synod President ...

Inability to Serve 3.3.1.4 When the President is unable to serve, the duties and responsibilities of the Office of President shall be assumed by the First Vice-President.

(a) The Board of Directors of the Synod shall determine when the President is unable to serve in that capacity because of prolonged illness or disability.

(b) The First Vice -President shall remain as the acting president until that board determines that such illness or disability has been removed.

The COH has proposed the following amendment to provide the BOD a bylaw basis, based on the above, for the procedure expressed in its policy manual.

Therefore be it

Resolved, That Bylaw 3.3.3.3 be inserted (with renumbering of the following bylaw) as follows:

PRESENT/PROPOSED WORDING

Secretary ...

Inability to Serve 3.3.3.3 When the Secretary is unable to serve, the duties and responsibilities of the Office of Secretary shall be assumed by an acting secretary appointed by the Board of Directors.

(a) The Board of Directors of the Synod shall determine when the Secretary is unable to serve in that capacity because of prolonged illness or disability.

(b) The acting secretary shall function as such until that board determines that such illness or disability has been removed.

3.3.3.34 In the event of the death, resignation, or permanent incapacity of the Secretary, the Board of Directors of the Synod shall appoint a successor for the unexpired term.

B. TO CLARIFY BYLAW 3.10.6.1 BY REORGANIZATION

OF PROVISIONS

Rationale The Synod’s 2023 convention adopted a number of revisions to

Bylaws that affect the Synod’s colleges and universities, notably

Res. 7-04B. Section D of that resolution (2023 Proceedings, 182– 83) revised Bylaws on the duties of Boards of Regents. In the present overture, the COH offers a reorganization of this list of duties, principally in response to observations from the required regent training (Bylaw 3.10.6.2.2) indicating that this would make the bylaw’s requirements more readily understood. In doing so, the commission solicited and received feedback from Concordia University presidents and the Concordia University System. No substantive change has been made, only a logical re-ordering of the items based in part on comments received from one of the university presidents.

Therefore be it

Resolved, That Bylaw 3.10.6.1 be amended as follows:

PRESENT/PROPOSED WORDING

3.10.6.1 In fulfilling its commonly understood fiduciary duties owed to the institution, and its governance responsibilities, the board of regents shall:

(a) serve as the governing body corporate of the institution, vested with all powers its members may exercise either as directors, trustees, or members of the body corporate;

(db) as a whole and as individual members, as stewards of the institution on behalf of the congregations of the Synod, embrace and advance with administration, faculty, staff, and students the institution’s fundamental purpose as inculcating the faith, as taught in the Scriptures and Lutheran Confessions (Constitution Article II), preparing students to live in this faith toward God and by this faith, in their various vocations, in love toward the neighbor;

(cc) govern the institution with consistent attention to specific ways that the institution is confessing Jesus Christ in full accord with the doctrinal position of the LCMS (Constitution Art. II) and fulfilling His mission in our world as proper to a college or university of the Synod under its objectives (Constitution Art.

III), intentionally seeking continual growth as a board in such governance, including that the board shall:;

(e1) ensure that all faculty receive appropriate formal, ongoing training in the doctrines of Holy Scripture as rightly taught in the Lutheran Confessions as they relate to their academic disciplines, to enable faculty to engage in responsible exercise of their academic freedom within the confession of the institution and the Synod (Constitution Art.

II);

(f2) actively encourage and expect curricula and policies for student life and behavior consistent with the doctrine and practice of the Synod, and commit the institution to the principles of Christian discipline, an evangelical manner, and good order;

(bd)

govern the institution at all times according to the commitment of the institution, in its mission and otherwise, to carry out its affairs as part of the Concordia University System and in accordance with the Constitution, Bylaws, and resolutions of the Synod, including that the board shall:;

(j1) ensure that its institution and constituent parts strive to excel in the Lutheran Identity and Mission Outcomes Standards, and to cooperate fully with processes for ecclesiastical visitation by the Concordia University System and for appointment of the institution’s president;

(k2) ensure that its institution and constituent parts support the proper authorities of the Synod in their roles of ecclesiastical supervision of called workers, placement of graduates, and doctrinal review status appeals, and submit to the Synod’s expectation s for handling of faculty complaints and dispute resolution, insofar as they apply;

(m3) govern transparently, including, without limitation, providing to Concordia University System in a timely manner minutes of board meetings and board and institution policies adopted or modified, and to both Concordia University System and the Synod Board of Directors proposed revisions of institutional governing documents and policies prior to their adoption, and responsively, understanding inquiries and suggestions offered by Concordia University System and the Synod Board of Directors to be offered on behalf of the 2026 Convention Workbook

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