To Amend Bylaws to Convert Concordia University System, the Synodwide Corporate Entity, into Commission for University Education

Rationale the committee established by 2019 Res. 7-03 to “review the overall governance of the Concordia University System (CUS) and the boards of regents of the CUS institutions.” The committee initially proposed—since the business functions of CUS would cease in the new model,while the ecclesiastical visitation aspect would continue and be strengthened—a Synod commission would serve more efficiently to connect the Synod with its universities than would the present synodwide corporate entity, having as it does all the overhead of operating a distinct corporation (2023 Report R61, “2019 Res. 7-03 Committee to Propose a New Governance Plan for the Colleges and Universities of the Synod,” Workbook, 141–44). This new commission was to be named the “Commission for University Education” (CUE). Reasons for this change include the following:

• In the new model, as proposed and adopted, CUS no longer carries out business or line-of-credit management functions on behalf of the universities, resulting in there being no need for a separate corporation.

• Bylaws have made explicit allowance for universities to create new entities to provide collaborative and con soli dative efforts (Bylaws 3.10.6.7–3.10.6.7.1), for which CUS is to assume no “operational or financial responsibility” (Bylaw 3.6.6.1 [j])—eliminating another reason for CUS to exist as a distinct corporation.

• CUS has no sources of funding other than the corporate Synod subsidy and asmall amount of direct giving that could be accommodated more efficiently and effectively through corporate Synod, and its budget could be managed more effectively and with less overhead by eliminating the corporate, accounting, and audit overhead.

• CUS is served by corporate Synod accounting and audit functions already, making its operations easily assimilable.

• Provisions exist for commissions (such as the Commission on Theology and Church Relations) to be staffed with executive staff to the same extent as CUS had asasynodwide corporate entity, but these (today, entirely subsidized by corporate Synod anyway) would be fully integrated into corporate Synod budgetary processes and human resources management.

• The “Concordia University System” name and brand can be retained and used by the Synod for the universities operating together in concert with the Synod, even if the corporation operating under that name is dissolved. By the time the proposal was presented in resolution form (2023 Res. 7-04, 2023 Today’s Business 1:143–48), however, this aspect of the new governance plan was scaled back to “refocus” CUS as “ecclesiastical visitor” but not to convert the synodwide corporate entity into a commission. One key reason for this change, despite the above benefits of the alternative, was that at the time, corporate Synod and CUS were involved in very significant litigation related to the closure of Concordia University, Portland, litigation that has now been resolved. With that matter resolved, the Board of Directors proposes the completion of this aspect of the original design of the new governance model, to convert CUS into a commission, the Commission for University Education, with equivalent function but with lower overhead. The name, concept, and brand of “Concordia University System” would be retained and used by the Synod as the collective name for the universities operating in concert with one another and with the Synod. Therefore be it

Resolved, That Bylaw subsection 3.6.6 be amended, renamed, and relocated as follows, to convert the Concordia University System (CUS) into the Commission for University Education (CUE), with references elsewhere in the Bylaws adjusted accordingly: PRESENT/PROPOSED WORDING Concordia University System Commission for University Education 3.69.6 Concordia University System, as a nonprofit corporation under the laws of the State of Missouri, is incorporated as provided in its Articles of Incorporation and corporate Bylaws to facilitate The Commission for University Education facilitates ecclesiastical visitation and affirmation of the Synod’s colleges and universities (Bylaw 3.10.6 and following), collectively known as the “Concordia University System,” and to assist assists with their cooperation and coordination. It shall seek to assist them with effective and accountable:

• preparation of commissioned ministers for service in the Synod and of pre-seminary students for study at a Synod seminary;

• raising up of Lutheran laypersons for lifelong, faithful service to Christ and the neighbor; and

• robust, intentional engagement of all students with the faith taught and practiced, with application to their vocations in family, church, and state. 3.69.6.1 The Concordia University System Board of Directors Commission for University Education shall: (a) define, after input from the Institution Advisory Council, and adopt the Lutheran Identity and Mission Outcomes Standards (“Standards,” Bylaw 3.69.6.4), which shall be the basis of Synod visitation of Synod colleges and universities, including each of their church worker preparation programs; and maintain policies governing, and supervise the performance of, such Synod visitation (Bylaws 3.69.6.4 and following), which shall focus on support and accountability for maintaining and strengthening Lutheran identity. Consistent with the Standards, the Concordia University System Commission for University Education shall ensure that each institution receives: (1) regular ecclesiastical and fraternal counsel and encouragement through annual, informal visitation that involves free exchange among peers; (2) in-depth ecclesiastical formal visitation and reporting (including affirmation, commendations, cautions, and recommendations for improvement; Bylaw 3.69.6.4) at least once every three years; (b) review and approve new implementations of and discontinuance, whether actual or constructive, of programs of study leading to professional church work in the interest of the institution(s) and the Synod; (c) facilitate, together with respective boards of regents, the processes of president selection (Bylaw 3.10.6.8.2) and prior approval for appointments to theology faculties of Synod colleges and universities (Bylaw 3.10.6.9.2); (d) create and maintain a Model Operating Procedures Manual for Faculty and Administration Complaints and Appeal of Termination: Colleges and Universities, subject to approval by the Commission on Constitutional Matters, regarding the handling of faculty and staff complaints and dispute resolution by college/university boards of regents, to include notification of any relevant ecclesiastical supervisor, and monitor compliance with such; (e) monitor, inquire into, and report to the President of the Synod regarding the ongoing faithfulness of Synod’s colleges and universities to the doctrine, practice, and objectives of the Constitution of the Synod (Const. Art. II and III); (f) monitor—after input from the Officeof National Mission; the Department of Rosters, Statistics, and Research Services; the Council of Presidents; and the Synod’s seminaries—and report to the Synod on the enrollment, graduation, placement, and retention rates in programs leading to candidacy for commissioned ministry or to seminary enrollment and advise the schools on the Synod’s worker needs and opportunities for coordination; (g) receive, revise, and recommend to conventions of the Synod for approval any proposals for creating, essentially revising, or renaming programs of study and certification for commissioned ministry; (h) in addition to providing its own report, review and respond in each Synod convention Workbook to a detailed triennial strategic report prepared by the Institution Advisory Council, summarizing the state of and outlook for church worker preparation and confessional Lutheran lay education, campus, and ethos; Assistive and coordinative roles: (i) assist the Synod and its colleges and universities in articulating and advancing the schools’ unified public confession and application of the church’s doctrine and practice, and, in coordination with the Board of Directors of the Synod, assist in advancing the common defense of their rights to the free exercise of our confession under the Constitution of the United States and other applicable laws; (j) develop and administer, on behalf of the Synod and subject to policies of the Board of Directors of the Synod, financial resources designated to assist the schools in their pursuit of the Standards, in strengthening of church ly identity, and in their achievement of mission outcomes; (k) regularly convene the college and university presidents and, as needed, other leadership to facilitate the schools’ coordination, cooperation, and consolidation of operations, in part or in whole, wherever prudent and practically feasible, while not itself assuming any operational or financial responsibility for such efforts; (l) after input from the President and Secretary of the Synod, the Institution Advisory Council, and the boards of regents of Synod colleges and universities, serve as a resource for the recruitment of highly and variously qualified potential regents, offering in nomination (e.g., as in Bylaw 3.12.3.4 [c]) and suggesting for appointment those suitably qualified; (m) serve as a resource for regents’ development of and mandatory training in governance skills, especially as they relate to the carrying out of the mission of the Synod’s colleges and universities within the mission of the church, and foster regents’ growth in aspects of governance related to the expectations of the Standards; (n) serve as a resource for the development of lists of potential teaching and administrative personnel; (o) together with districts, congregations, local boards of regents, and national efforts, promote student recruitment for both professional church work and lay higher education; and (p) participate with the Board of Directors, Council of Presidents, and respective board(s) of regents in determinations to consolidate, relocate, separate, or divest a college or university (Bylaw 3.10.6.5–3.10.6.5.2). 3.69.6.2 The Board of Directors of Concordia University System Commission for University Education shall be composed of ten voting members and six nonvoting members (no more than two members elected by the Synod shall be from the same district, and no voting member shall be a regent, executive, faculty, or staff member, as defined in Bylaw 1.5.1.1 of a Synod college or university): Voting Members: 1. Two ministers of religion—ordained elected by the Synod 2. One minister of religion—commissioned elected bythe Synod above, after consultation with the President of the Synod and the Institution Advisory Council; at least two of the four must have background experience in higher education administration or accreditation Nonvoting Advisory Members: Synod Theology and Church Relations member of, the Institution Advisory Council, and whose institution is in good standing, as defined in Bylaw 3.69.6.4.1 (e) Institution Advisory Council and whose institution is a college or university presently in good standing, as defined in Bylaw 3.6.6.4.1 (e). The advisory university president and university board of regents chair shall be drawn from different institutions. Neither the advisory university president nor the advisory board of regents chair shall participate in the work or the sessions of the board as they relate to the ecclesiastical visitation of any individual college or university. 3.69.6.2.1 Persons elected or appointed to the Concordia University System Board of Directors Commission for University Education should have demonstrated familiarity with and support of Synod colleges and universities, shall strongly and demonstrably articulate and support the confession and doctrinal positions of the Synod, and shall have demonstrated a high degree of two or more of the following qualifications or background experiences: theological acumen, an advanced degree, higher education administration, higher education accreditation, professional church worker education, administration of or legal counsel to complex organizations, religious nonprofit law, higher education law, or the strengthening of the mission of the Synod’s congregations and schools.The President ofthe Synod(oradesignee)andthe Secretary of the Synod (or a design ee) shall review and verify that nominees are qualified to serve as stated above. 3.69.6.3 The presidents (including interim presidents) of Synod’s colleges and universities in good standing shall, along with two nonvoting members designated by the Concordia University System Board of Directors Commission for University Education, comprise the Concordia University System Institution Advisory Council. The Institution Advisory Council shall, as specified elsewhere in these bylaws and upon request, provide advice, consultation, and access to information as necessary to facilitate Concordia University System Commission for University Education ecclesiastical review, on the Synod’s behalf, of the schools’ Lutheran identity and mission outcomes under the Standards (Bylaw 3.69.6.1 [a] and 3.69.6.4). It shall also, as bylaws elsewhere specify and upon request, advise Concordia University System the Commission for University Education in its responsibilities as they relate to programs leading to candidacy for commissioned ministry and to seminary enrollment. Lutheran Identity and Mission Outcomes Standards, Ecclesiastical Visitation 3.69.6.4 The Concordia University System Board of Directors Commission for University Education shall, after input from its Institution Advisory Council, define and adopt the Lutheran Identity and Mission Outcomes Standards (“Standards”), a regularly published policy document containing standards for ecclesiastical visitation and affirmation of institutions and of programs leading to candidacy for commissioned ministry or to preparedness for seminary study. (a) The Standards shall express the Synod’s expectations for its college or university,including fidelity of campus curriculum and culture intended to propagate the faith, strong theology and campus ministry programs having positive and intentional interaction with the entire faculty and student population and with all curricular programs, and success in preparation of church workers for the Synodand of Lutheran laypeople for distinctively faithful lives of service to church and neighbor and in conveying to all students a clear understanding of the essentials of the faith, generally and in specific relation to their particular vocations. (b) The Standards shall be elaborated to support both formative and summa ti ve functions.They shall engender local development and provide for outside monitoring of formative processes, engaging all institutions fully in intentional and measurable programs intended to advance their expression of Lutheran identity and accomplishment of mission outcomes. They shall also enable the drawing of summa ti ve conclusions, concretely identifying strengths and weaknesses in institutions and programs, ultimately to provide clear rationale for decisions about continuation or termination of affirmation. (c) In addition to the standards with institution-wide applicability, the Concordia University System Commission for University Education shall develop and maintain supplemental program standards specific to each type of program intended to result in candidacy for one of the Synod’s categories of commissioned ministry or in preparedness for seminary study. Such program standards shall specify, for example, the instructional and practical curricular requirements expected to be satisfactorily completed prior to qualification for first call or for granting of credit by a seminary for pre-seminary studies. The Concordia University System commission shall develop pre- seminary curricular standards after input from the seminaries of the Synod. (d) The Standards shall be made publicly available on the Synod’s website and as otherwise determined by Concordia University System Commission for University Education. 3.69.6.4.1 Synod colleges and universities shall undergo Synod visitation with respect to the Lutheran Identity and Mission Outcomes Standards, both comprehensively as institutions and with regard to the specific requirements of each implemented program intended to result in candidacy for one of the Synod’s categories of commissioned ministry or in preparedness for seminary study. (a) Ordinarily each college or university shall receive a formal institutional and program visitation at least once in each Synod national convention cycle. These regular, formal visitations shall attend to both formative and summa ti ve elements, evaluating present performance relative to the Standards but also fostering, monitoring, and advancing initiatives in pursuit of the Standards. A focused review of a specific alleged breach of the Standards, however, may be initiated by Concordia University System the Commission for University Education at any time. (b) Concordia University System The commission may, if a regular or focused review finds that an institution or program is at risk of not fulfilling the Standards, place the institution or program under a notice of concern, which may, at Concordia University Systemthe commission’s option, be made public. Concordia University System The commission may lift the notice at any time it determines the risk has been satisfactorily addressed. (c) Concordia University System The commission may, upon finding an institution to be in breach of the Standards, either on the basis of a regular visitation report or a focused review, place the institution on probation for up to a two-year period. If Concordia University System the commission determines that substantial progress has been made and that verifiable plans and resources are in place to bring the institution into compliance, then Concordia University System the commission may extend probation once for one year, but to no more than three years total. Concordia University System The commission may lift the probation earlier if the institution is brought into compliance. An institution not in compliance at the conclusion of the probationary period is no longer affirmed by the Synod, can no longer declare graduates qualified for placement, and is no longer commended by Concordia University System the commission to the church. (d) Concordia University System The commission may, upon finding a church work preparation program to be in breach of the Standards, either on the basis of a regular visitation report or of a focused review, place the program on probation for up to a one- year period. If Concordia University System the commission determines that substantial progress has been made and that verifiable plans and resources are in place to bring the program into compliance, then Concordia University System the commission may extend probation once for up to one year, but to no more than two years total. Concordia University System The commission may lift probation earlier if the program is brought into compliance. A program not in compliance at the conclusion of the probationary period is no longer affirmed by the Synod and therefore its graduates cannot be declared as qualified for initial placement and the program cannot be commended or acknowledged as a suitable program of pre-seminary preparation. (e) An institution or program under probation has not lost affirmation but is not “in good standing with the Synod” for purposes of these Bylaws. 3.69.6.4.2 After input from its Institution Advisory Council, the Concordia University System Board of Directors Commission for University Education shall implement and maintain policies governing, and shall supervise, the process of formal visitation for the Synod’s colleges and universities on the basis of the Lutheran Identity and Mission Outcomes Standards. (a) In preparation for visitation and affirmation review, each institution and church work program shall provide, on the basis of a thorough self-study, a written report evidencing compliance with the criteria and core components of the Standards, as evaluated by the stated measurable factors, as well as indicating any relevant explanatory factors and initiated or planned efforts to improve specific aspects of performance relative to the Standards. It shall especially address any issues noted in previous reviews or specifically requested by Concordia University System the commission. The self-study shall be delivered to and reviewed by Concordia University System the commission. (b) A visitation team, assembled by Concordia University System the commission upon review of the self-study report or recommendation of its Institution Advisory Council, shall itself review the self-study report and then visit the institution, interacting with its board of regents, administration, faculty, campus ministry staff, and students. An effective visitation, with broad and un impeded access to campus program information, policies, and personnel, shall be facilitated by the institution. Each implemented or proposed church work and pre-seminary program shall receive specific attention. (c) The visitation team shall prepare a report of its visit and associated findings, which it shall provide to Concordia University System the commission and the institution within 60 days of the conclusion of the visit. After allowing 60 days for the institution to respond in writing to the team’s report, Concordia University System the commission shall, with regard to the institution and each of its implemented or proposed church work programs: (1) affirm without concerns; or (2) affirm with concerns (notice); or (3) place the institution or program on probation; or (4) disaffirm, in the case of an initial application, or initiate withdrawal of affirmation; or (5) initiate further investigation, with the same or a new visitation team. (d) The institution reviewed may within 30 days of being notified of Concordia University System the commission’s visitation determination(s) submit a written appeal and/or response to Concordia University System the commission’s determination. Once Concordia University System the commission has, within 30 days of its receipt, considered and acted upon any such appeal, its determination is final and not subject to further appeal. (e) Within the above 30-day period for request of an appeal or within seven days of receipt of Concordia University System the commission’s negative action on a requested appeal, an institution may state a corrective action plan and request Concordia University System the commission, acting in its sole discretion, to grant a delay of up to six months in the publication of a negative visitation result to allow initiation of the plan. Concordia University System The commission may at its option require a summary of the action plan, composed by the institution and approved by Concordia University System the commission, to be published with any revised visitation outcome. (f) At the conclusion of the above, the visitation status of each institution and its programs, together with summary reports of visitation reviews, any imposition(s) of notice or probation, and any withdrawal(s) of affirmation, shall be timely made available to the Synod through a publicly accessible website. The informationpresentedshallbeofadepthandcharacterthatwould allow members of the Synod to evaluate the church ly character, relative value, and mission effectiveness of each institution and program, and to understand concretely the steps being taken to improve the same. (g) Visitation teams, composed of members of member congregations of the Synod and assembled and organized by Concordia University System the commission, shall include representation from peer boards of regents, administrations, and faculties, and a district president having ecclesiastical supervision of peer institution faculty, all with demonstrated excellence in advancing and achieving the Standards. They shall also include representation drawn from the member congregations and ministerium of the Synod and representative of their interests in the institutions. The Institution Advisory Council, the Council of Presidents, the Board for National Mission, the Synod Board of Directors, members of the Concordia University System Board of Directors commission, and President of the Synod may nominate visitors.Each visitation team will be constituted of not less than four members and not more than seven members. (h) An institution receiving a visitation team shall be notified in advance of the membership of the team. Either the institution or any member of such a team may challenge the participation of any member on the basis of actual partiality or the appearance there of. Concordia University System The commission shall have in place a procedure for responding to any such challenge within 30 days. A finding by Concordia University System the commission of actual partiality or the appearance there of shall disqualify the member from participating in the visitation. Concordia University System The commission may at its option replace any member so disqualified or continue with the reduced visitation team. (i) Concordia University System The commission, with the assistance of its Institution Advisory Council, shall provide training for members of visitation teams, according to policies established by Concordia University System the commission. (j) Direct costs of the visitation process shall be borne by the institution visited, regulated according to a schedule devised, after input from the Institution Advisory Council, and published triennial ly by Concordia University System the commission. Staff 3.9.6.5 The Commission for University Education shall operate under the human resources policies of the Synod as provided by the Board of Directors of the Synod, in accordance with Bylaw 3.3.4.3. 3.9.6.5.1 The commission may create an executive director position and fill it in accordance with the Bylaws of the Synod and the human resources policies of corporate Synod. (a) The executive director shall serve at the pleasure of the commission. (1) The slate of candidates for the initial appointment of the executive director shall be selected by the commission in consultation with and with the mutual concurrence of the President of the Synod. (2) In the event of a vacancy, the commission and the President of the Synod shall act expeditiously to fill the vacancy. This commission shall present its list of candidates to the President. (3) The commission shall conduct an annual review of its executive director and, before the expiration of five years, conduct a comprehensive review. (4) At the conclusion of each five-year period, the appointment shall terminate unless the commission takes specific action to continue the person in the office, each subsequent term not to exceed five years. (b) Any interim executive director appointment by the commission shall follow a process similar to the initial appointment of the executive director. (1) Such interim appointee must be approved by the President of the Synod and may not serve more than 18 months without the concurrence of the President of the Synod. (2) Such interim appointee shall be ineligible to serve on a permanent basis without the concurrence of the President of the Synod. (c) The executive director of the commission shall normally attend all meetings of the commission except when his own position is being considered. (d) The commission may create and fill other staff positions in accordance with the human resources policies of corporate Synod adopted pursuant to Bylaw 1.5.5. Such staff may attend meetings of the commission upon request of the commission.

and be it further

Resolved, That, with thanks given to God and to those who have served ably in various related capacities in the interest of furthering the Synod’s mission through her colleges and universities, and for the good the Lord has done through such service, CUS, asynodwide corporate entity, be dissolved, such dissolution to be effected by the board of directors of CUS and the board of directors of the Synod when appropriate, taking into consideration CUS’ remaining left- hand kingdom obligations, if any, and transferring any continuing common enterprises of the several colleges and universities, as presently conducted through CUS, to the several colleges and universities, to an entity or entities created by the schools to further their common endeavors (Bylaws 3.10.6.7–3.10.6.7.1), or to other service providers; and be it further

Resolved, That the references to CUS and/or its board of directors in Bylaws 1.2.1 (w); 3.2.2; and 3.6.1 be removed; that the reference to the CUS or its board of directors in Bylaws 1.5.7.1 (f) (except the first), 2.7.3–2.7.3.1, 3.3.1.1.1 (c)(1), 3.3.1.2 (a)(1), 3.3.4.6 (d), 3.4.1.3 (e), 3.10.3.1–2, 3.10.6.1 (j, m), 3.10.6.2.1– 3.10.6.6, 3.10.6.7.1, 3.10.6.8.1 (c)(1), 3.10.6.8.2–3, 3.10.6.9.2, 3.12.3.5 (e–f), and 3.12.3.7 (e) be revised to refer instead to the CUE; that references to the CUS president in Bylaws 3.10.3.1, 3.10.6.8.2, and 3.10.6.9.2 be replaced with a reference to its executive director; and that references to the CUE be added to Bylaws 1.2.1 (c), 3.2.3.1, and 3.9.1; and be it finally

Resolved, That the current CUS president be regarded as now incumbent as the executive director of CUE, to be understood as continuing in his first five-year appointment, with time served counted, and that other staff be transferred also to the commission, subject to the above bylaws.