To Amend Various Bylaws for Purposes of Clarification or Improvement

Preamble The Commission on Handbook (COH), responding to a variety of observations from officers, agencies, and members of the Synod, has proposed amendments to bylaws that have given opportunity to confusion or required repeated or non obvious interpretation by the Commission on Constitutional Matters (CCM). These are presented together for the sake of convention efficiency but each is logically independent of the others: A. TO AMEND THE BYLAWS TO PROVIDE A MECHANISM FOR HANDLING SECRETARY INCAPACITY

Rationale In its review (Op. 22-3002) of the Board of Directors (BOD) Policy Manual, the CCM noted that Policy 4.6.3.3, providing that “[t]he 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 President 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 BODabylawbasis,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 in capacity of the Secretary, the Board of Directors of the Synod shall appoint a successor for the un expired 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 expectations 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 toboth 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 congregations of the Synod, to which the board is ultimately responsible; (r4) ensure that all governing and other legal documents and policies of the institution conform to and are consistent with the Constitution, Bylaws, and resolutions of the Synod, and modify institutional governing documents only after proposed modifications have been approved by the Commission on Constitutional Matters and with at least 30 days advance notice to the Synod Boardof Directors as custodian of Synod’s property; (l5) duly consider the common confession, mission, interest, and cooperative strength of the Synod, with its congregations, agencies, and other institutions, as it makes decisions with impact beyond its campus, especially as it plans new programs, discontinues existing programs, cooperates and consolidates operations with other Synod schools, operates in a worldwide online marketplace, cooperates with the Synod Board of Directors in the legal defense of the right to the free exercise of our confession, and interacts with the ministries and partner churches of the LCMS, domestically and internationally, in harmony with its programs and consistent with its protocol agreements; (i6) review and approve academic programs recommended by the administration and faculty, giving due consideration to the Lutheran Identity and Mission Outcomes Standards and coordination with other Synod colleges and universities; (h7) ensure the communication of board-approved strategic plan documents to the Concordia University System Institution Advisory Council; and (q8) exercise its exclusive duty of institutional governance in the interest of the Synod without abdicating its authority to, or commingling its authority with, that of others; (se) take the leadership in assuring the preservation and improvement of the assets of the institution and see to the acquisition, management, use, and disposal of the properties and equipment of the institution, including that the board shall:. (o1) maintain effective internal controls and operate with financial transparency, annually reviewing and approving the institutional budget and providing, within 30 days of board acceptance and final issuance of the institutional audit, audited financial statements and other information as specified in the policies of the Synod Board of Directors and to congregations of the Synod upon request; (t2) safeguard present and future assets of the institution, making every effort to ensure designation of gifts, whether to the university itself or to any associated foundation, so that they will continue to be available to higher education within the Synod in the event of the closure, divest it ure, or separation of the institution; and (g3) maintain and approve an institutional master plan, any modifications to which shall be submitted to the Synod Board of Directors for its approval (Bylaw 3.3.4.5 [e]); (wf) effectively and intentionally govern the institution and its president so that administration and faculty carry out their management and educational responsibilities in a manner consistent with the foregoing, including that the board shall:; and (n1) develop detailed policies and procedures for governance of the institution, to include policies and procedures compliant (p) maintain policies and procedures for handling faculty complaints and dispute resolution in compliance with Bylaw 3.10.6.9.6 for handling faculty complaints and dispute resolution; (x2) participate fully in the procedures for the selection and regular review of the president of the institution and of the major administrators; approve of the appointment of faculty members who meet the qualifications of their positions; approve sabbatical and study leaves; and encourage faculty development and research.; (u3) initiate a performance review of the institution’s president upon identification of significant operational deficiencies; and (v4) effect the removal from office of the institution’s president upon a finding, under the procedure of Bylaw 3.10.6.8.3 or Bylaw 3.10.6.8.1 (e) or (f), that he is unfit to serve as the spiritual head of the college or university;. C. TO AMEND BYLAW 4.2.2 TO ALLOW FOR ELECTRONIC DISTRICT CONVENTION DELEGATE ACCREDITATION

Rationale At the Synod level, pre-convention processes have made increasing use of electronic methods for official acts, such as reporting of circuit delegate and alternate elections and their certification by the district secretaries, registration of presidential voters, nominations for President and vice-presidents, and the election of the President. Electronic means: allow more rapid turn-around without the uncertainty of mail delivery and delay. allow for more targeted reminders when individuals or congregations have not yet submitted, improving participation. avoid a data entry step involving reading of usually handwritten information, improving the reliability of information gathered. save mailing cost and inconvenience. allow increased automation of processes, saving staff time and money and improving service. The use of electronic means for these processes has been permitted gradually at the Synod level by a number of convention and commission actions, including: president nominating ballots with “a secure and verifiable method” to be provided by the Secretary of the Synod; provision of a“form”and corresponding “signatures”could be done electronically (Proceedings, 200–1; see also CCM Op. 20-2930); and for regional vice-president, completing the work, in this regard, of The noted CCM opinion observed: Bylaw 3.12.2.3 (b), as so amended, simply states that the congregation shall present to the Secretary of the Synod “a proper credentials form provided by the Secretary.” It does not specify how this form is to be distributed. It could be a paper form mailed toeach congregation,or it could bean electronically fill able form accessible on the Synod website. The bylaw further specifies that this form must be signed by two of the congregation’s officers. This could be done via an electronic signature (which has come to be commonly understood—as in the case of Missouri contract law, for example, for fifteen years—not necessarily to require a handwritten mark) before the form is electronically submitted to the Office of the Secretary. … Thus, the wording of Bylaw 3.12.2.3 (b) allows the Secretary of the Synod to use a “secure and verifiable method” for the registration of the voting delegates of each congregation or parish to vote for the president of the Synod so long asit involves the collection by some means of the required “signatures” (i.e., verifiable attestations, by some commonly understood means of physical or electronic signature) of two congregational officers. This same logic would seem to apply to Bylaw 4.2.2 (except, perhaps, for its use of the term mailing). A change should be made to Bylaw 4.2.2 to allow clearly for a secure and verifiable electronic registration method to be implemented by district secretaries. As with similar processes on the district level, the existing, paper-based approach remains an acceptable “secure and verifiable method.” Therefore be it

Resolved, That Bylaw 4.2.2 (a) be amended as follows: PRESENT/PROPOSED WORDING 4.2.2 The delegates of a voting congregation or multi- congregation parish to a district convention shall be accredited. (a) To be entitled to vote, delegates shall return the proper credentials provided by the district secretary and signed by two of the congregation’s officers, either by mailing them to the district office at a date determined by the district or by presenting themto the district secretary at the opening of the convention.The congregation or parish shall present to the district secretary, via a secure and verifiable method provided by him, the names of the pastor and elected lay delegate to represent it at the district convention, as well as an attestation by two of its officers that these delegates are properly authorized by it to do so. Only those delegates named in such credentials,having been submitted tothe district secretary by a date set by the district or presented to him at the convention, shall be entitled to vote. (b) All duly elected voting delegates shall attend all sessions of the convention regularly until the close of the convention. (c) Should a multi-congregation parish involve congregations having membership in different districts, the pastoral delegate shall be accredited in the convention of the district in which he holds membership and lay delegates, voting and advisory, shall be accredited in the convention of the district in which each delegate’s respective congregation holds membership. No multi- congregation parish is entitled to more than one pastoral and one lay voting delegate because of its inclusion of congregations from different districts. D. TO AMEND BYLAW 3.1.3.2 TO CLARIFY CERTIFICATION OF VOTING AND ADVISORY DELEGATES AND ADVISORY REPRESENTATIVES

Rationale The LCMS Office of the Secretary has implemented a new system for the collection of information in the processes that gather information on officially elected, appointed, or designated Synod convention voting and advisory delegates and advisory representatives. As part of that work, the office reflected on, and brought to the COH, the following issues of wording in Bylaw 3.1.3.2. The COH now recommends the proposed amendment below for the following reasons: 1. Bylaw 3.1.3.2 uses language of certification, which is helpful and should be used for all official convention attendees or potential attendees, such as delegates, representatives, and their alternates. This may be distinguished from the later registration, which could then apply exclusively to the later process of arranging for actual attendance, hotel accommodations, etc. There has been confusion in the minds of many over whether registration has been completed when the individual is simply named to participate; accommodations remain, importantly, to be worked out. Using the term certification exclusively to refer to the official process of determining and recording who is to attend and the term registration exclusively to refer to the process of arranging for the actual attendance of such individuals will improve clarity of communication. that there is movement of a document, either hard copy or digital, from one person to another. With the implementation of an electronic forms system, this information is submitted to the Office of the Secretary rather than forwarded. Bylaw 3.12.3.4, which deals with the work related to the Committee for Convention Nominations, uses submitted to refer to the information pertaining to nominees, all of which is being collected using an online form system. The same term could be used here. 3. Bylaw 3.1.3.2 appears to be located in the section pertaining to Nonvoting Advisory Delegates and yet refers to all district representation, including voting and nonvoting advisory delegates and representatives and their alternates. The commission recommends introduction of a sub subsection header to clarify the scope of this bylaw without adjusting the section outline. Therefore be it

Resolved, That Bylaw 3.1.3.2 be amended and a header be inserted as follows: PRESENT/PROPOSED WORDING Certification of Voting and Advisory Delegates and District Advisory Representatives 3.1.3.2 All district voting and nonvoting advisory delegates and representatives and their alternates shall be certified before attending a convention of the Synod. (a) The names and addresses of all voting and nonvoting advisory delegates and representatives and their alternates shall be forwarded submitted by the district secretary before the announced registration deadline to the Secretary of the Synod on registration the forms provided by the latter. (b) This procedure shall constitute certification. E. TO AMEND BYLAW 3.10.6.9 TO CLARIFY HOW UNIVERSITY FACULTIES MAY VOTE TO SUBMIT

WHEREAS, Questions have arisen as to how university faculties may vote to submit overtures to a convention, as allowed in Bylaw 3.1.6.2; and

WHEREAS, Bylaws provide in other instances for how faculties elect advisory representatives (Bylaw 3.10.6.9 [c]), certify church work students (Bylaw 2.8.2), and deal with their voting in general (Bylaw 3.1.6.2), but do not deal with this specific issue; and

WHEREAS, The submission of an overture to a convention of the Synod is a right afforded only, otherwise, to bodies composed entirely of members of the Synod or of members of Synod member congregations (Bylaw 3.1.6.2); and

WHEREAS, The voting model used for certification of church work students (Bylaw 2.8.2) therefore seems appropriate to this faculty function, as well; therefore be it

Resolved, That Bylaw 3.10.6.9 be amended as follows: 3.10.6.9 The faculty of each college or university of the Synod shall consist of the president, the full-time faculty, and the part-time faculty. (a) Part-time or temporary faculty members are distinguished by an appropriate title. (b) Part-time or temporary faculty members shall hold nonvoting membership on the faculty. (c) Only the voting or full-time faculty who are in good standing as individual members of the Synod or are members in good standing of a member congregation of the Synod shall participate in faculty decisions regarding the qualification of graduates or colloquy program participants for roster ed service (d) Submission of an overture to a convention of the Synod shall be by majority vote of the full-time faculty who are in good standing as individual members of the Synod or are members in good standing of a member congregation of the Synod.