2019 Res. 7-03 Committee to Propose a New Governance Plan for the Colleges

and Universities of the Synod The 2019 Synod convention adopted Res. 7-03, “To Direct a Collaborative Process to Propose a New Governance Plan” (Proceedings, 171) with the following objectives: • strengthen all Concordia University System (CUS) institutions’ connection to the Synod;

• strengthen the confessional Lutheran identity of all CUS institutions;
• review the composition, size, and selection of boards of regents;
• review the process for selecting presidents of institutions; and
• review the overall governance of CUS and the Board of Regents of the CUS institutions.

2019 Res. 7-03 also instructed a review of the financial models for the institutions. 2019 Res. 7-03 requires the Synod Board of Directors to propose a new governance plan for consideration by the 2022 (now 2023) Synod convention that fulfills the stated objectives. This new governance plan is to be prepared with the active involvement of the President of the Synod, the CUS Advisory Council, the CUS Board of Directors, the president of CUS, and the CUS institutions’ boards of regents and with the concurrence of the CUS Advisory Council and the CUS Board of Directors. The assignment given by 2019 Res. 7-03 involves work that has been ongoing for more than a decade, including action by two previous LCMS conventions. It involves critical governance issues that affect CUS, the LCMS Concordia institutions, and other LCMS entities. The 2013 LCMS convention adopted Res. 5-01A, which directed the Synod President to appoint a task force that would report to the 2016 LCMS convention addressing the same objectives as 2019 Res. 7-03, as well as studying and reporting on confessional Lutheran identity. The 2013 Res. 5-01A Task Force, along with CUS and the institution presidents, made progress in preparing written Lutheran Identity Statements that were adopted

by the CUS institutions. The Lutheran Identity Statement for CUS institutions was formally adopted by the 2016 LCMS convention in Res. 7-01A. The 2013 Res. 5-01A Task Force also recommended some relatively minor changes to LCMS bylaws relating to the composition of each CUS institution’s board of regents, the term of the president of each CUS institution, and other matters. These recommendations, with some amendments, were adopted by the 2016 LCMS convention. But the 2013 Res. 5-01A Task Force did not complete its assignment. The 2016 LCMS convention accordingly adopted Res. 7-02B, which directed the Synod President to renew the appointment of the task force members and instructed them to continue their work toward accomplishing the objectives of 2013 Res. 5-01A. The 2016 Res. 7-02B Task Force was directed to report to the 2019 LCMS convention. The 2016 Res. 7-02B Task Force made progress, but it also did not complete its assignment. It recommended changes to certain bylaws governing CUS and the boards of regents. The recommended changes, with some amendments, were adopted by the 2019 LCMS convention in resolutions 7-01A, 7-03, and 7-04A. These bylaw changes, although addressing and resolving issues relating to the prior approval process in the selection of CUS institution presidents, were otherwise relatively minor considering the overall broad task that had been assigned to the 2016 Res. 7-02B Task Force and previously to the 2013 Res. 5-01A Task Force. The consistent focus of 2013 Res. 5-01A, 2016 Res. 7-02B, and 2019 Res. 7-03 helps define the scope of Res. 7-03. It is important to consider this consistency and the specific items addressed in order to emphasize what is and what is not included within Res. 7-03. Under Res. 7-03, it is the responsibility of the Synod Board of Directors to propose a new governance plan for consideration by the 2023 convention. Thus, ultimately, it is the Synod in convention that must adopt a new governance plan. No other body in the Synod has this authority. And the responsibility to propose a new governance plan for consideration by the 2023 Synod convention is appropriately given to the Synod’s Board of Directors, with active participation of others within the Synod with extensive knowledge, experience, and interest in strengthening the CUS institutions’ connection to Synod and confessional Lutheran fidelity, and the corresponding governance issues. Thus, the new governance structure directs the Board of Directors to propose a new governance structure that will effectuate an overall governance change to CUS and the Concordia institutions. The new governance structure must strengthen the connection of the institutions to the Synod and strengthen the confessional Lutheran identity of the institutions. When preparing and proposing a new structure, consideration is to be given to the selection of boards of regents, the selection of the CUS institution presidents, the relationship between CUS and the universities, the relationship between the boards of regents and the presidents, and the authority and responsibility of all involved. 2019 Res. 7-03 does not direct consideration of administration, management, or operations. However, these factors have been considered in detail and influenced preparation of a proposed new governance structure. 2019 Res. 7-03 also does not direct the preparation of a plan to execute bylaw and other governance changes that might be adopted by the 2023 Synod convention. But what will be involved in the execution also has been considered in detail

of regents members regarding the current LCMS governance and proposed changes to the governance structure;

in connection with the preparation of a proposed new governance proposal. To help carry out the directive of the 2019 Synod convention to develop a new governance structure to be considered by the 2023 Synod convention, a committee was formed to assist in preparing a draft overture that proposes the new governance structure. Consistent with 2019 Res. 7-03 requirements, the committee was comprised of representatives of the Synod Board of Directors, CUS Advisory Council, CUS Board of Directors, board of regents members, the President of the Synod, and the CUS president. Others also were invited and involved as the 2019 Res. 7-03 Committee proceeded with its work. Specifically, current Synod Secretary John Sias assisted throughout the process, former Synod Secretary Ray Hartwig assisted with drafting, Dr. Paul Philp of CUS assisted with research and analysis, and Synod Chief Administrative Officer Frank Simek assisted with financial analysis and research. In addition to the specific direction given in 2019 Res. 7-03, the 7-03 Committee, as was necessary, also considered other factors as prescribed in the LCMS Constitution and Bylaws. Any proposal to the 2023 convention must be consistent with the Confession in Art. II and the Objectives of Art. III of the Constitution. It also is important to emphasize the relationship that all involved have to the Synod. The Synod Board of Directors, the CUS board of directors, every board of regents, every CUS institution president, the Synod President, and the CUS president all owe a duty of loyalty and faithfulness to the Synod and its congregations. The boards also have separate legal fiduciary duties: the Board of Directors to corporate Synod, the CUS board to CUS, the boards of regents to their respective university, the CUS presidents to their respective university, and the Synod President and CUS president to their respective institutions. But they all also have a paramount responsibility to the Synod. Failing to execute this responsibility to the Synod necessarily constitutes a failure to execute their responsibilities to their respective entity. In other words, it is a fundamental duty of the Board of Directors, the CUS board, each board of regents, each CUS institution president, the Synod President, and the CUS president to carry out their responsibilities and duties in a fashion that is faithful to the Confession, the Objectives, and the interests of the Synod. This is emphasized in 2013 Res. 5-01A, 2016 Res. 7-02B, and 2019 Res. 7-03. In Nov. 2019, the 2019 Res. 7-03 Committee held its first meeting and also held a joint meeting with the CUS institution presidents and boards of regents chairs. Following these initial meetings, the 2019 Res. 7-03 Committee met on a monthly basis from Jan. 2020 until Feb. 2021. The committee made steady progress at each of these meetings. A partial list of the work of the committee included the following:

• extensive research into the history of CUS, the unique history and circumstances of each CUS institution, historical funding and long-term trends affecting funding and enrollment of CUS institutions, recent enrollment and funding trends, demographics and finances affecting private colleges and universities throughout the United States, among various other factors affecting the CUS institutions;
• consideration of what has caused private colleges and universities initially established by Christian church bodies to fail to continue to fulfill the original Christian mission of the schools;
• consideration of the impact of separation of a college or university from the governance structure of a Christian church body on the Christian mission of the school;
• consideration of information provided by the Higher Education Consortium describing various higher education governance systems;
• preparing detailed meeting notes after every committee meeting that were forwarded to committee members and CUS institution presidents and board of regents chairs;
• continual input from CUS institution presidents and board of regents chairs;
• extensive input from CUS and the CUS board of directors, particularly with respect to the initial preparation of proposed Lutheran Identity and Mission Outcome Standards (“LIMOS”) and the relationship of these standards to the committee-proposed draft resolution;
• drafting of a proposed resolution that was updated regularly, with the updated draft circulated among the committee members and the CUS presidents and board of regents chairs;
• consultation with Synod’s legal counsel; and
• submission of draft overtures to the Commission on Constitutional Matters and the Commission on Handbook for their review and consideration.

At the outset of its work, the committee decided to consider a two kingdoms approach to a proposed new governance structure, recognizing, of course, that this is often challenging. The committee frequently recognized and discussed these challenges when proceeding with preparing a proposed new governance structure. Generally, the committee concluded that it was preferable for CUS to be given primarily right-hand kingdom responsibilities and that the boards of regents be given more streamlined left-hand kingdom authority and responsibilities. This effort to distinguish the two kingdoms with respect to which institutions exercise what specific authority and responsibilities is reflected in many of the recommendations ultimately made by the committee.

• regular review of the requirements of 2019 Res. 7-03;
• consideration of the accomplishments of, as well as the work not completed by, the task forces appointed in conjunction with 2013 Res. 5-01A and 2016 Res. 7-02B;
• solicitation and receipt of input from all members of the committee and all parties listed in 2019 Res. 7-03, among others;

In Feb. 2021, the committee submitted to the Synod Board of Directors a draft preliminary overture for consideration. The Board of Directors considered the draft overture and gave it preliminary approval. As required by 2019 Res. 7-03, the Board of Directors then circulated the draft preliminary overture to the Synod at large for comment and input.

• consideration of an extensive focus groups study and report of each of the CUS institutions conducted by an outside consultant that detailed the attitudes and opinions of the board

The committee received over 55 pages of comments expressing a variety of perspectives regarding the draft preliminary overture circulated by the Board of Directors from individuals across the

Synod. The committee then received further input from the Synod Board of Directors, CUS board of directors, the CUS institutions presidents, CUS institutions board of regents chairs, the Synod President, synodwide corporate entities, and others regarding the draft overture and comments received. Under the direction of the Board of Directors, the committee then proceeded to make changes to the draft overture to take into consideration the comments and input that had been received. By Feb. 2022, the committee was prepared to submit to the Synod Board of Directors a revised proposed overture that took into consideration the comments received during the previous year. The decision to delay the 2022 Synod convention to July 2023 provided additional time to consider the draft preliminary overture and the best approach to take for a new governance structure for CUS and the CUS institutions. The Board of Directors requested the committee continue to consider the proposed draft overture and further input. During the summer of 2022, the committee incorporated additional changes into the draft proposed overture to take into consideration further input that had been received during the previous several months. The committee prepared a final proposed draft overture that was submitted to the Board of Directors for its consideration and possible approval at its Nov. 2022 meeting. Before the Board of Directors meeting, the CUS institution presidents requested the Board of Directors to consider further modifications to the draft overture. Based on this request, the Board of Directors postponed action on the final proposed draft overture. In Feb. 2023, the Board of Directors received the CUS institutions presidents’ proposed modifications and requested the of the 2019 Res. 7-03 drafting subcommittee and Board of Directors 2019 Res. 7-03 sub-committee to continue to discuss further possible changes to the proposed overture, in particular those being proposed by the CUS institution presidents. The most recent draft from the 2019 Res. 7-03 Committee is attached, with the understanding that there are ongoing discussions regarding further proposed changes before a final proposed overture is submitted for consideration by the 2023 Synod convention. This draft overture includes an extensive preamble as well as a separate rationale for each of the eight sections. The preamble and rationale explain the intent and purpose of the proposed overture and answer many questions raised. The ongoing discussion includes further consideration of the current proposal to change each CUS institution from an agency of the Synod to an affiliated entity. The current proposal makes the suggested change to recognize the reality of the financial circumstances facing the institutions, CUS, and the Synod. There has been a decades-long trend of reduced funding from congregations to the districts and, in turn, from the districts to the Synod. This impacts the funding of the Synod and accordingly the funding of CUS and the CUS institutions. There also have been frequent tensions between CUS and some CUS institution presidents and boards of regents since the inception of CUS. The current proposal reflects efforts to minimize such tensions. Ongoing discussions will address questions and concerns raised regarding the current proposed change from “agency” to “affiliated.” This discussion also will continue to take into consideration the financial and governance realities facing CUS, CUS institutions, and other Synod entities impacted. In addition, other questions and issues raised concerning the current draft proposal and the need to fulfill the objectives of 2019 Res. 7-03 will be consid-

ered. An updated draft then will be submitted to the Synod Board of Directors for its consideration. The Synod Board of Directors will then make the decision regarding a proposed new governance structure for consideration by the 2023 convention. Christian A. Preus, Chairman

Appendix: Current Committee Draft To Revise Bylaws to Revisit and Renew the Relationship of Colleges and Universities with the Synod Preamble The following proposed convention action, having to do with the Concordia University System, would fundamentally renovate the relationship of the Synod with the Concordia colleges and universities. It aims to respond effectively—with realism, faithfulness, and hopefulness—to decades of higher education change. Long gone are the days: • when the Synod’s higher education institutions were supported largely by the local faithful, often in donations of kind (volunteer help, farm and garden produce); or • when Synod-related colleges existed largely or even solely for Lutheran teacher and pre seminary education, with a large proportion of Synod’s seminary students blessed by six or more years of formal, comprehensive pre seminary pastoral formation. Gone also are the more recent days: • when the Synod’s congregations regularly supplied students (whether in church work or general liberal arts), faculty, or, through the Synod, financial subsidy sufficient to dominate the operating scale of Concordia colleges and universities. Today—far along in a gradual but profound transformation that began in the 1970s—church work (4 percent) and member-congregation students (11 percent) are a small minority and tuition and fees (especially from profitable, largely graduate, almost exclusively non church-work programs), grants, and gifts from the faithful, from alumni, and from surrounding communities have replaced a Synod subsidy as principal financial means. Only approximately 5–6 percent of graduates of Synod parochial and high schools attend a Concordia University; • when the Synod’s Concordias served only traditional, residential undergraduate students studying in a limited number of academic programs on campuses oriented principally or exclusively toward church work or final pastoral formation at seminary. Today, the colleges and universities offer, to a confession ally diverse student population, dozens of online and on-ground undergraduate and master’s, doctoral, and professional degrees and programs in a wide variety of disciplines, including health care, education, criminal justice, etc.; • when individual Concordias could get by with simply a sufficient “captive audience” of Synod students. Today they operate at present scale by offering attractive campuses and programs that compete successfully for the investment of considerable time and money of a sufficient number of prospective students from outside sources;

• when public schools advocated basic Judeo-Christian morality and moral principles, and secular society willingly supported Christian churches and schools and maintained Christian pro-life and sexuality standards. Today, churches and schools are left to contend with government and society increasingly antagonistic to Christianity, and the church’s colleges and universities exist not only in competition with but in contradiction of mainstream higher education; • when resources either deposited by other Concordias or granted by the Synod sufficed to manage the schools’ cash flow and other needs. Today the Concordia University System is no longer able to offer lines of credit to the schools. Instead, the Lutheran Church Extension Fund finances the borrowing by schools based on their individual financial circumstances. The Synod, likewise, cannot take on the scale of liabilities that could be expected to arise in connection with colleges and universities experiencing severe financial straits; • when it would have been realistic to contemplate empowering any single Synod board to coordinate the business and financial operations of the universities as they presently exist and operate as a unitary whole. Even the few existing layers of authorization in left-hand kingdom matters (e.g., administration, finance, real estate, budget, information technology) have engendered uncertainty regarding the relative roles of CUS, the LCMS board of directors, and the boards of regents, although the latter are clearly intended to be the schools’ “governing bodies corporate” (Bylaw 3.10.6.4 [i][6]). With the size of the schools’ operating budgets (by 2022, collectively, approximately 23 times the total unrestricted budget of corporate Synod), expanding endowments, and potential liabilities vastly outweighing the value of the schools’ properties, present Synod bylaw mechanisms, e.g., Bylaw 3.6.6.4, have not proven practically usable; • when anything less than the utmost performance by highly skilled and qualified governing bodies and administrations could suffice to enable the Concordias to succeed in the increasingly challenging world of higher education; and • when the Concordia University System as heretofore structured (or its predecessor, the Board for Higher / University Education), and the institutions’ obligatory relationships to it, along with Synod subsidy and sizeable flows of member congregations’ students and faculty, were able to keep all of its institutions economically viable (institutions in Selma, Portland, and Bronx ville having been lost to the Synod in the last five years), to insulate them from the theological drift characteristic of religious colleges and universities across the country, or to sustain through them a flow of church vocation graduates meeting the church’s needs.

Not gone, however, are the days for The Lutheran Church—Missouri Synod to continue vigorously in common confession and mission with her colleges and universities by: • providing opportunities for members of the Synod’s congregations to attend quality and attractive schools that, both in teaching and campus life, faithfully adhere to and advocate the Holy Scripture and its central Christian teachings, as expressed in LCMS Constitution Article II;

• providing opportunity and freedom for the Concordias to discern and pursue their own visions for campuses and academic life while enjoying and putting into practice their affiliation with the LCMS and its doctrinal foundation, as articulated in Article II of its Constitution, and while pursuing with both initiative and cooperation many of the objectives of the Synod listed in Article III; • fundamentally renovating the Synod’s approach to overseeing and influencing the curricular fidelity and comprehensive spiritual life of the Concordias under the Lutheran Identity Statement (2016 Res. 7-01A, Proc. 171) and subsequent standards for identity and mission outcomes, using a thorough and transparent process of ecclesiastical accreditation, rooted in Synod’s theological and pedagogical strengths, that not only evaluates performance but also fosters and strengthens plans for improvement; • reiterating clearly the role of the Concordia boards of regents as the directly and ultimately responsible and accountable stewards of the resources committed to them for the mission of the church, and providing enhanced means for regent selection, training, assessment, and development; • continuing to empower and expect boards of regents to exercise their duty to the congregations of the Synod, as the governing bodies corporate of the several institutions (Bylaw 3.10.6.4 [i][1, 6]), to do the work for which Synod has established the schools, including training professional church workers (Const. Art. III 3) and laity for service in the Evangelical Lutheran Church (Art. of Inc. II d), and thoroughly educating and nurturing “others desiring a Christian liberal arts education” (Bylaw 3.6.6.1); and • continuing there by the Synod’s efforts to uphold the relationship—as mutually voluntary and mutually valued—of the schools with its congregations and commending them to their students, while guiding participating schools to build on the strength that differentiates them from every other university—the full and pure confession of a Jesus who is never for them “in the way” but in every sense “the Way.” Thus the institutions will be guided to thrive in precisely that way that will sustain and increase their unique and indispensable contributions to the common mission of the Synod. The proposed transition to a new model of organization reflecting all these realities and hopes has emerged from a series of recent Synod convention actions (2013 Res. 5-01A; 2016 Res. 7-02B; and 2019 Res. 7-03). The culminating 2019 convention action directed the Synod’s Board of Directors—with active involvement of the President of the Synod; the Concordia University System Board, Advisory Council, and President; the institutions’ boards of regents; and others as needed—to propose a new governance plan for consideration and adoption by the 2023 convention. The process directed by 2019 Res. 7-03 required the concurrence of the CUS Advisory Council and the CUS Board of Directors and a period of review and comment by the entire Synod, which took place between March and Sept. 2021. The following new governance plan is presented in pursuit of a realistic, sustainable, and transparent framework, satisfying and acting upon the following objectives of the aforementioned resolutions, as summarized in 2019 Res. 7-03, to: • strengthen all CUS institutions’ connection to the Synod;
• strengthen the confessional Lutheran identity of all CUS institutions;

achieve Christ’s ends lie with these regents (2019 Bylaw 3.10.6.4 [i][6]).

• review the composition, size, and selection of boards of regents;

With each institution facing unique and complex challenges and opportunities, boards of regents, to respond with agility, must possess full “left-hand kingdom” authority and responsibility in business matters. As explained above, this is the current-day practical reality and necessity, which state of affairs Synod’s bylaws must clearly reflect. At the same time, the Synod must retain and take concrete steps to strengthen its effective cooperation with the boards of regents and school administrations, always striving to sustain and advance the church’s “right-hand” mission. This means change for what we now know as CUS, not to introduce or enhance mechanisms by which it directs the universities or to involve it in their kingdom of the left business decisions, but to focus and enhance the Synod’s effort in the guidance, encouragement, and provision of accountability for the schools’ accomplishment of their churchly purpose.

• review the process for selecting presidents of institutions; • review the overall governance of the CUS and the boards of regents of CUS institutions; and • review the financial models for the institutions. At the same time, responding to the rationale for 2019 Res. 7-03, to the collective desire expressed by the several boards of regents, and to practical necessity, the following proposal aims, so far as an appropriate governance structure can, to foster and facilitate the coordination and collaboration that will help the institutions to succeed, individually and together—as schools strongly affiliated with the church and her mission—in an increasingly challenging higher education environment. Each of the following eight sections (A–H) of the proposed governance plan (as well as any additional separate but related proposed convention actions) is prefaced by a rationale section briefly relating the proposed changes to the above objectives. In response especially to the thrice-expressed (2013 Res. 5-01A; 2016 Res. 7-02B; 2019 Res. 7-03) desire of the convention for materially strengthened connections with the Synod’s colleges and universities, detailed bylaws provide an accountable, principally elected commission and concrete associated mechanisms for continued evaluation and improvement where the Synod’s strength most lies and where it most matters: confessional Lutheran identity and mission focus. Further background material will be provided in the reports of the Concordia University System and of the several colleges and universities in the 2023 Workbook. A. TO REPLACE THE

Rationale In keeping with the charge of 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 primary mechanism of the Synod’s relation to the schools is re conceived along the lines of a “two-kingdom model.” To be clear, the intention is not at all to divorce the business operation of the institutions or any so-called “secular” aspects of their operations from their essentially religious purpose and approach, but to be clear about who is responsible for which aspects of the schools’ governance and in what manner. As a Christian lives in two kingdoms but as one subject—entrusted at once with material gifts and human relationships, on the one hand, but also with the Word of God, on the other—so these two spheres meet in the board of regents of a college or university, which will continue to be composed of members of member congregations of the Synod. These regents are entrusted with certain obligations and duties, on the one hand, with regard to the worldly means and relationships of their particular institution, but at the same time—and preeminently—to Christ and the Church, with regard to His Word and their institution’s unique share of the Church’s mission (2019 Bylaws 3.10.6.1; 3.10.6.4 [i][1]). The final responsibility and authority, logically and legally, to marshal their institution’s means to

Mechanisms for what were always the chief aims of CUS must be sustained and strengthened, namely, for setting forth a vision for the schools’ role in the mission of the Synod, in pursuit of which CUS has worked with them to establish Lutheran Identity Standards (2016 Res. 7-01A, Proc. 171) and to advocate the schools’ provision of church workers and preeminently and pervasive ly Lutheran higher education programs and campuses. Such purposes— which are the Synod’s motivating objectives in connection with the schools—do not require maintenance of a synodwide corporate entity with significant “left-hand kingdom” responsibility. The schools and the Synod will benefit from the replacement of CUS with the Commission for University Education (CUE; commission as defined in Bylaw 1.2.1 [c]), a commission being suited to cultivate the mission-and-ministry connection of the schools with the Synod’s congregations and other ministries, with the focus on advancing Lutheran identity and mission in curriculum and campus culture and on effectively training church workers. It will be the commission’s responsibility, aided by its staff, for which corporate Synod will bear primary budgetary responsibility, to help guide the colleges and universities in the way of faithful service of and on behalf of the Synod’s congregations, and to hold the boards of regents and presidents of the various colleges and universities accountable before the Synod for, in their governance and administration of all aspects of college and university operations, effectively assisting these institutions and all their parts along this way as institutions of the Synod. For governing the comprehensive business and legal affairs of the colleges and universities in the way that best serves their fundamental purpose, (see proposed Bylaw 3.10.6.1 [a] under section F below) it is the boards of regents that are ultimately responsible; for this the present proposal makes them ultimately accountable, in a more structured, intentional, and formative way through the work of the proposed CUE, to the congregations of the Synod. Section C, below, elaborates the accreditation process by which, chiefly, the commission will guide institutions in the way of expressing Lutheran identity in all spheres of university life and accomplishing the Synod’s mission outcomes, including bold confession (Const. Art. III 1–2), quality Christian education (Art. III 5), and preparation of church workers (Art. III 3) and others (Articles of Incorporation II d) for exemplary service in family, church, and state. This accreditation process, while it adopts forms common to the world of higher education, operates substantially within the

churchly tradition of visitation and ecclesiastical supervision (Cf. Bylaws 3.3.1.1.1, 3.3.1.2; 1.2.1 [j], Const. Art. XII 7) as a means of accountability of the Synod’s colleges and universities, under the Scriptures and Lutheran Confessions, to the whole Synod. CUE, acting in concert with the existing Committee for Convention Nominations, will also have an active role in commending highly qualified potential regents for election and appointment to the affiliated schools’ boards. The boards of regents themselves are dealt with in section F, further below. Therefore be it 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, Concordia University System (CUS), a synodwide 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 (section E), or to other service providers; and be it further Resolved, That Bylaws 3.6.6–3.6.6.2 and 3.6.6.4–3.6.6.8, dealing with the corporate structure of CUS, be deleted; and be it further Resolved, That, with fervent prayer to God for His blessing in and through a structure better suited to a new season of the Synod’s relation to her schools, those functions formerly of CUS that coordinate the schools in vital relation to the confession, mission, and ministry of the Synod be assigned to a new Commission for University Education (CUE), as defined in a new Bylaw 3.9.6 and following, with the existing Bylaw 3.6.6.3 adapted as indicated, as follows: PRESENT/PROPOSED WORDING Commission for University Education 3.9.6 The Commission for University Education coordinates the Synod’s relationship with its affiliated colleges and universities (Bylaws 1.2.1 [a]; 3.10.6f.) to further their effective and accountable: • preparation of commissioned ministers for service in the Synod and of pre seminary students for study at a Synod seminary; • preparation 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. 3.9.6.1 In keeping with the objectives of the Constitution, Bylaws, and resolutions of the Synod, and in consultation with its Institution Advisory Council, the Commission for University Education shall: (a) define and adopt the Lutheran Identity and Mission Outcome Standards (“Standards”), on the basis of which affiliated colleges and universities and each of their church worker preparation programs shall undergo Synod accreditation; and maintain policies governing, and supervise the performance of, such Synod accreditation (Bylaws 3.9.6.4f.);

Oversight roles: (b) monitor, inquire into, report to the President of the Synod regarding, and promote the ongoing faithfulness of affiliated colleges and universities to Article II of the Constitution of the Synod; (c) monitor—in consultation with the Office of 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; (d) 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; (e) facilitate, together with respective boards of regents, the process of president selection (Bylaw 3.10.6.8.2) and prior approval for appointments to theology faculties of affiliated colleges and universities (Bylaw 3.10.6.9.2); [bylaws as renumbered pursuant to below amendments] (f) establish in policies expectations for boards of regents’ handling of faculty and staff complaints in matters of doctrine and practice, to include notification of any relevant ecclesiastical supervisor, and monitor compliance with such policies; (g) 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, confessional Lutheran lay education, campus ethos, and campus viability in affiliated schools; Assistive and coordinative roles: (h) assist the Synod and its affiliated 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, in advancing the common defense of their rights to the free exercise of our confession under the Constitution of the United States; (i) serve as a point of coordination for financial resources designated to assist the schools in their pursuit of the Standards and strengthening of churchly identity; in their achievement of mission outcomes, including, especially, church worker training; and in their coordination, cooperation, and consolidation of operations, in part or in whole, wherever prudent and practically feasible, and facilitate a synodwide effort to raise funds in support of the same; (j) serve, in consultation with the President and Secretary of the Synod, the Institution Advisory Council, and the boards of regents of affiliated colleges and universities, as a resource for the recruitment of highly and variously qualified potential regents, offering in nomination (Bylaw 3.12.3.4 [c]) and suggesting for appointment those suitably qualified; (k) 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 affiliated colleges and universities within the mission of the church, and foster regents’ growth in aspects of governance related to the ex-pec tat ions of the Standards; (l) serve as a resource for the development of lists of potential teaching and administrative personnel; and (m) together with districts, congregations, local boards of regents, and national efforts, promote student recruitment for both professional church work and lay higher education. 3.6.6.39.6.2 The Board of Directors of Concordia University System Commission for University Education shall be composed of nine ten voting members and five 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, as defined in Bylaw 1.5.1.1, of an affiliated college or university, and no executive, faculty member, or staff member from a Lutheran institution of higher education may serve on the Board of Directors of Concordia University System as a voting member): Voting Members:

1. Two ministers of religion–ordained elected by the Synod 2. One minister of religion–commissioned elected by the Synod 3. Two laypersons elected by the Synod 4. Three Four laypersons appointed by the delegates of the members of Concordia University System elected members listed 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 5. The President of the Synod or his representative Nonvoting Advisory Members: 1. A district president appointed by the Council of Presidents 2. Up to two persons appointed by One representative designated by the Board of Directors of the Synod 3. One representative designated by the Commission on Theology and Church Relations 34. The Chief Mission Officer of the Synod or his representative 45. One university president appointed by the Concordia University System Advisory Council, who is designated by, and is a member of, the Institution Advisory Council 6. One university board of regents chair who is designated by the Institution Advisory Council and whose institution is an affiliated college or university presently accredited by the Synod. 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 sessions of the commission as they relate to the accreditation or affiliation of any individual college or university. 3.9.6.2.1 Persons elected or appointed to the Concordia University System Board of Directors commission should have demonstrated familiarity with and support of the institutions affiliated colleges and universities, and shall strongly and demonstrably articulate and support the confession and doctrinal positions of the Synod, and shall possess have demonstrated a high degree of two or more of the following qualifications or background experiences: theological acumen, an advanced degree, experience in higher education administration, higher education accreditation, professional church worker education, administration of com-

plex organizations, finance, religious nonprofit law, higher education law, investments, technology, human resources, facilities management, or fund development or the strengthening of the mission of the Synod’s congregations and schools. The Chief Administrative Officer President of the Synod (or a design ee) and the Secretary of the Synod (or a design ee) shall review and verify that nominees are qualified to serve as stated above. 3.9.6.2.2 The Institution Advisory Council shall, as specified elsewhere in these bylaws and upon request, advise the commission in its responsibilities, providing expert consultation and access to information as necessary to facilitate the commission’s oversight, on the Synod’s behalf, of the schools’ Lutheran identity and mission outcomes under the Standards (Bylaw 3.9.6.1). It shall also, as bylaws elsewhere specify and upon request, advise the commission in its responsibilities as they relate to programs leading to candidacy for commissioned ministry and to seminary enrollment. (a) It shall comprise the presidents (including interim presidents) of affiliated colleges and universities currently accredited by the Synod. (b) It may, as necessary for its work and subject to the commission’s approval, create committees consisting of its own members or others, and, while retaining supervision and accountability, delegate to them certain of its responsibilities. 3.9.6.3 The commission shall create an executive director position and fill it in accordance with the Bylaws of the Synod and the human resource policies of corporate Synod, as in Bylaw 3.9.5.3.1 (a–c), and may, subject to budgetary approval of the Board of Directors, likewise create and fill other staff positions, as in Bylaw 3.9.5.3.1 (d). 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 board of directors in Bylaws 3.3.4.6 (e) and 3.10.6.3 (c) be revised to refer to the CUE; that Bylaw 3.3.4.6 (e) be amended to reflect the composition of the CUE; and that references to the CUE be added to Bylaws 1.2.1 (c) and 3.9.1; and be it further Resolved, That Bylaws 3.12.3.5 (e–f) and 3.12.3.7 (c) be amended as follows: PRESENT/PROPOSED WORDING 3.12.3.5 The first meeting of the Committee for Convention Nominations shall be at the call of the Secretary of the Synod at least six months prior to the convention of the Synod. (e) In the case of the boards of regents of educational institutions of the Synod affiliated colleges and universities, the committee shall consult with the President of the Synod or the Board of Directors of Concordia University System, the Commission for University Education, and the presidents and chairs of the institutions’ boards of regents and receive their input for the committee’s consideration. The President of Concordia University System (or a design ee) and the Secretary of the Synod (or a design ee) shall review and verify that nominees are qualified as stated in Bylaw 3.10.6.2 (8). Only those nominees whose qualifications have been verified as described in Bylaw 3.10.6.2.1 shall be considered to be eligible for selection as candidates for subsequent election. (f) The Committee for Convention Nominations Secretary of the Synod shall establish and maintain a procedure to

generate and publish in advance of the convention a lists of names from all who have been nominated for Synod boards and commissions who meet the qualifications (as certified under Bylaws 3.10.6.2 [8].1 and 3.6.6.3 3.9.6.2.1) to serve (1) on a Concordia University System board of regents of an affiliated college or university or (2) on the Concordia University System Board of Directors Commission for University Education. Information on such nominees shall be shared with the Commission for University Education for use throughout the following triennium as it appoints further members and assists the districts and affiliated colleges and universities, respectively, in identifying potential regents for election and appointment. 3.12.3.7 The chairman of the Committee for Convention Nominations shall submit the committee’s report in person to the convention at one of its earliest sessions and shall facilitate the amendment of the slate from the floor. (c) Such floor nominations may only be made from the list of names that have previously been offered to the Committee for Convention Nominations prior to the final deadline for the submission of nominations, unless the convention shall otherwise order by a simple majority vote. The President of Concordia University System (or a design ee) and the Secretary of the Synod (or a design ee) shall verify that all floor nominees to serve as a member of a Concordia University System board of regents possess qualifications as stated in Bylaw 3.10.6.2 (8). The qualifications of floor nominees for boards of regents of affiliated colleges and universities shall be verified as provided in Bylaw 3.10.6.2.1. The Chief Administrative Officer President of the Synod (or a design ee) and the Secretary of the Synod (or a design ee) shall review and verify that all floor nominees to serve as a member of the Concordia University System Board of Directors Commission for University Education possess qualifications as stated in Bylaw 3.6.6.3 3.9.6.2.1. And be it finally Resolved, That those now standing for election or elected to new terms on the CUS Board of Directors be regarded as standing for or elected to terms on the CUE in the corresponding membership positions there on, and that those presently in office on the CUS Board of Directors complete their present terms as members of the CUE in the corresponding membership positions there on, with service on either body constituting contiguous terms of service for purpose of term limitation. B. TO RELATE TO COLLEGES AND UNIVERSITIES AS

In keeping with the charge of 2019 Res. 7-03 to “review the overall governance of CUS and the boards of regents of the CUS institutions,” to “strengthen all CUS institutions’ connection to the Synod,” and to “strengthen the confessional Lutheran identity of all CUS institutions,” and with the intention of fulfilling more effectively, in the present context, the objective of the Synod to “support the establishment and maintenance of … colleges [and] universities … to train ministers of religion … and laity for service in the Evangelical Lutheran Church” (Articles of Incorporation II [d]), a new type of corporate relationship between the Synod and its colleges and universities is enacted. The proposed affiliate model recognizes a “coming of age” of the Concordia universities, reflecting decades of increasing university

responsibility for business models; operations; funding in gifts, tuition, and revenue; increased scope of programs offered; and intensified regulatory demands, all in the context of significant changes in higher education in the country as a whole. The term affiliate, naturally and as herein defined, accurately reflects the development of the present reality toward a realistic, sustainable, and productive relationship, and underscores the crucial role of boards of regents as trustees on behalf of the institution but also of Christ, the Synod, and their common mission. The schools’ confessional and mission connection with the Synod is maintained so that the schools’ heritage and rights to the free exercise of our confession as guaranteed by the U.S. Constitution are, to the best of the Synod’s ability, secured. The Synod’s connection to the confession and mission of the schools is, through the above-described commission (section A) and the below-described accreditation (section C) rendered more tangible and more transparent to the membership of the Synod so that the Synod’s connection with its schools is—where it is most achievable and most important, that is, with regard to their fidelity and fulfillment of their churchly purpose—enhanced. With the relationship being regularly evaluated and refined through the accreditation process and in an ongoing affiliation that is not merely to be assumed, the responsibilities and accountability of boards of regents, administrations, and faculties to the Synod will be emphasized in a new way. Finally, explicitly stating the schools’ ability to carry out their own business affairs, apart from any suggestion of directive control, enhances the ability of schools to react and to respond nimbly and responsibly to business opportunities and threats, while maintaining their accountability to the Synod for the impact operational decisions have on their ability faithfully to fulfill their part of the church’s mission. Therefore be it Resolved, That, in Bylaw 1.2.1, the definition of agency be amended; a new definition of affiliated college or university be added, with subsequent sub paragraphs being increment ally re lettered; and the definition of ecclesiastical supervision be amended, as follows: PRESENT/PROPOSED WORDING

1.2 Definition of Terms 1.2.1 The following definitions are for use in understanding the terms as used in the Bylaws of The Lutheran Church—Missouri Synod: (a) Affiliated college or university (“affiliate”): A college or university, separately incorporated and governed, recognized by the Synod and electing: • to state expressly in its governing documents its full commitment to the Synod’s confession (Const. Art. II) and objectives (Const. Art. III, insofar as these pertain to the role of a confessional Lutheran college or university); • to submit to such bylaws as apply to affiliated colleges and universities; and • to undergo regular accreditation by the Commission for University Education under the Lutheran Identity and Mission Outcome Standards (Bylaw 3.9.6.4f.). Affiliates are not agencies of the Synod, and their property is not property of the Synod, provided, however, that the foregoing shall not invalidate any reversion ary interest or right of reentry granted or directed by convention resolution or other action by or on behalf of Synod in the property of an affiliate. They expressly state in their governing documents that the Word and will of God call them to common mission with the congregations and other ministries of their confession, including their sister affiliated schools, so that the diversity of gifts may serve for the common good (Const. Preface), and they act accordingly. They respect, uphold, confess, and propagate the doctrine and practice of the Synod, foster and extend the mission and ministry of the Synod, and conduct themselves in harmony with the programs of the Synod. In this connection, they each may use the common name, permitted through and contingent upon Synod affiliation, Concordia. (ab) Agency: An instrumentality other than a congregation or corporate Synod, whether or not separately incorporated, which the Synod in convention or its Board of Directors has caused or authorized to be formed to further the Synod’s Objectives (Constitution Art. III). (1) Agencies include each board, commission, council, seminary, university, college, district, Concordia Plan Services, and each synodwide corporate entity. Neither affiliated nor disaffiliated colleges and universities are agencies of the Synod. (2) The term “agency of the Synod” does not describe or imply the existence of principal and agency arrangements as defined under civil law. … (jk) Ecclesiastical supervision: The responsibility, primarily of the President of the Synod and district presidents, to supervise on behalf of the Synod the doctrine, life, and administration of its members, officers, and agencies, and affiliated colleges and universities. Such supervision, subject to the provisions of the Synod’s Constitution, Bylaws, and resolutions, includes visitation, evangelical encouragement and support, care, protection, counsel, advice, admonition, and, when necessary, appropriate disciplinary measures to assure that the Constitution, Bylaws, and resolutions of the Synod are followed and implemented. Thus, ecclesiastical supervision is also the presenting, interpreting, and applying of the collective will of the Synod’s congregations. Ecclesiastical supervision does not include the responsibility to observe, monitor, control, or direct the day-to-day activities of individual members of the Synod, whether in the conduct of their work or in their private lives (cf. Bylaw 2.14.1 [a]). Further, those constitutional articles and bylaws pertaining to ecclesiastical supervision shall determine the full definition of ecclesiastical supervision. … And be it further Resolved, That Bylaws 3.10.6.4–7 be added as follows, to specify the benefits of affiliation and how the affiliation of a college or university with the Synod may be established or withdrawn, with existing Bylaws 3.10.6.6–3.10.6.7.5.2 renumbered as Bylaws 3.10.6.8–3.10.6.9.5.2: 3.10.6.4 Affiliation with the Synod affords a college or university: (1) access to the services of the various synodwide corporate and trust entities of the Synod; (2) participation in the Synod’s life together, through continued affiliation and accreditation by the Commission for University Education, as specified in these Bylaws; (3) acknowledgement and endorsement by

the Synod, through the same accreditation, as an institution of higher education effectively serving the mission of the Synod’s member congregations and, therefore, worthy of their full utilization and support; and (4) opportunity to collaborate with the other affiliated colleges and universities, united by their common confession and engaging in synergetic pursuits. 3.10.6.4.1 The Board of Directors of the Synod may, in consultation with the Commission for University Education, adopt, modify, or rescind additional benefits of affiliation or accreditation. 3.10.6.4.2 Each affiliated institution shall acknowledge in a written agreement, supplied by the Board of Directors of the Synod, the paramount right, title, and interest of the Synod in the name Concordia, agreeing that in the case of disaffiliation it shall immediately cease to represent itself as a college or university in any sense affiliated with The Lutheran Church—Missouri Synod and shall within one year permanently cease using, and transfer and assign to the Synod any rights involving, any name including the word Concordia or any derivation there of. 3.10.6.5 Upon a college or university’s proposal of affiliation with the Synod, the Commission for University Education may by its two-thirds vote recommend, and either the convention of the Synod, by a majority vote, or the Board of Directors of the Synod, by a two-thirds vote, may grant, such affiliation, subject to all the requirements and privileges pertaining to affiliated colleges and universities, except that the initial composition of the board of regents may deviate from that specified in Bylaw 3.10.6.2. Such proposal must indicate a definite plan of no more than 12 years’ duration to bring the composition of the board of regents of the institution into compliance with Bylaw 3.10.6.2, and continued affiliation shall be contingent on execution of said plan. 3.10.6.5.1 The affiliation of a college or university resulting from the consolidation of an affiliated school with a non affiliated school, if the governance structure of the resulting school differs from that of the affiliated school, shall be subject to the requirements of Bylaw 3.10.6.5. Affiliated colleges and universities are free and are en3.10.6.6 couraged to pursue among themselves efficient collaboration; sharing of administrative and educational resources; and consolidation of operations, academic programs, or institutions, as opportunities present themselves to their respective boards of regents and in consultation with the Commission for University Education. In the event of a proposed consolidation of two or more affiliated colleges or universities: (a) Prior to effecting a proposed consolidation, the boards of regents of consolidating schools shall jointly present the Commission for University Education and Board of Directors of the Synod with their consolidation plan. Such a plan shall be consistent with the requirements of these Bylaws for an affiliated college or university, except that it may involve a consolidated board of regents deviating from the composition specified in Bylaw 3.10.6.2, provided that the ratio of elected to appointed regents is not decreased and that all members of the resulting board of regents are members of member congregations of the Synod. Such plan must indicate a definite plan of no more than 12 years’ duration to bring the composition of the board of regents of the institution into compliance with Bylaw 3.10.6.2, and continued affiliation shall be contingent on execution of said plan.

(b) The consolidated college or university shall, upon approval of the Commission for University Education and Board of Directors of the Synod, be regarded as an affiliated college or university. 3.10.6.7 A college or university’s (“institution’s”) affiliation with the Synod may, as follows, be terminated either by such institution’s board of regents or by the Synod, rendering the institution no longer affiliated with the Synod and terminating all the institution’s rights and obligations under these bylaws, including all requirements related to its governing documents and board of regents, except that all provisions imposing obligations on a disaffiliating university shall survive. (a) The board of regents may, subject to the following process and by a three-fourths vote, terminate the institution’s affiliation with the Synod. (1) The board of regents shall, by the vote required for disaffiliation, initiate a period of mutual evaluation with the Commission for University Education and the Board of Directors of the Synod. (2) The board of regents shall supply the Commission and Board of Directors with a detailed disaffiliation plan indicating reasons for the proposed disaffiliation, proposed disposition of university assets previously devoted to the fulfilment of Synod’s objectives and handling of roster ed workers employed by the university and of church work programs and their students, as well as any additional aspects requested by the Commission and/or Board of Directors. (3) Delivery of the detailed disaffiliation plan shall initiate the period of mutual evaluation, to last at least six months, during which the board of regents shall at least twice meet jointly with delegations of the Commission and of Board of Directors to discuss the proposed disaffiliation. (4) In consultation with the Commission, the Board of Directors shall be empowered to negotiate terms of disaffiliation with the board of regents, which may include a monetary payment to the Synod approved by the board of regents, in view of the Synod’s historical contribution to and ongoing interest in the affiliated school, to the Synod to be used in the ongoing pursuit of its educational objectives. (5) Only upon conclusion of the above and with the approval, by the Board of Directors of the Synod and effected by its two-thirds affirmative vote, of the final disaffiliation plan, may the board of regents vote to execute the final, approved disaffiliation plan. (b) The Commission for University Education, upon its written report and finding that an institution is in breach of the Synod’s requirements for affiliation and upon its determination that all negotiations and admonitions to repair the breach have failed, or upon the withdrawal of accreditation of such college or university under Bylaw 3.9.6.4.2 (c), may by a two-thirds vote recommend to the Board of Directors or Convention of the Synod that the affiliation of the institution with the Synod be revoked. (1) Upon such recommendation and with six months’ notice given to the respective board of regents, either the convention of the Synod by a majority vote or the Board of Directors of the Synod by a two-thirds vote may terminate the school’s affiliation with, and any related accreditation by, the Synod.

(c) Upon any disaffiliation, the institution shall take all measures required under the disaffiliation agreement described in Bylaw 3.10.6.4.2. And be it further Resolved, That Bylaw 1.10.2, dealing with the dispute resolution process of the Synod, be amended as follows to provide access to dispute resolution for colleges and universities affiliated with the Synod: PRESENT/PROPOSED WORDING Purpose 1.10.2 This procedure is established to resolve, in a God pleasing manner, disputes that involve as parties, (1) members of the Synod; (2) corporate Synod or an agency of the Synod; (3) affiliated colleges and universities; (34) members of congregations challenging the procedure used in their excommunications; (45) auxiliaries and recognized service organizations that have agreed to address call-related disputes through the dispute resolution system, in regard to such disputes; or (56) members of congregations of the Synod elected or appointed to positions with the LCMS Board of Directors or an agency of the Synod. It shall be the exclusive remedy to resolve such disputes that involve theological, doctrinal, or ecclesiastical issues except those covered under Bylaw sections 2.14–2.17 and except as provided in Bylaw 1.10.3, and shall be binding on all parties. It is applicable whether the dispute involves only a difference of opinion without personal animosity or is one that involves ill will and sin that requires repentance and forgiveness. No person, congregation, or agency, or affiliate to whom or to which the provisions of this dispute resolution process are applicable because of their membership in or affiliation with the Synod may render this procedure inapplicable by terminating that membership or affiliation during the course of the dispute resolution process. And be it further Resolved, That Bylaws 1.5.1.1–3; 1.5.7–1.5.7.1; 1.6.2 (b)(1–2); 1.9.1; 1.9.1.1 (d); 2.11.1 (g); 3.1.4; 3.1.4.2 and its sub paragraph (a); 3.1.6.2; 3.3.1.1.1 and its sub paragraph (c); and 3.10.5.7.2 (d)(1) be amended as follows: PRESENT/PROPOSED WORDING 1.5.1.1 Unless otherwise specified or permitted by the Bylaws, chief executives and executive directors, faculty, staff, and all other employees on either the national or district level shall not be members of the board of the agency or affiliated college or university under which they serve, nor shall any such executives or staff be members of the board of any other agency of the Synod or of an affiliated college or university. For purposes of this bylaw only, staff shall mean: (a) Employees, other than faculty, roster ed as ministers of religion—ordained or ministers of religion—commissioned, whether or not serving in such capacity; or (b) Employees of corporate Synod or, of an agency of Synod, or of an affiliated college or university, other than faculty, who are responsible for the development and/or implementation of policies, goals, and programs; or (c) Employees of corporate Synod or, of an agency of the Synod, or of an affiliated college or university who assist chief executives, executive directors and faculty in their work and are supervised by these individuals directly or through a line of supervision.

1.5.1.2 No one, either in the Synod or a district, or between the Synod and a district, shall hold more than one elective office; or hold more than two offices, although one or both be appoint ive; or ever hold two offices of which one is directly responsible for the work done by the other. (a) An office shall be regarded as elective only if it is an office filled through election by a national or a district convention, even though a vacancy in such an office may be filled by appointment. (b) Elected and appointed positions on boards of regents of affiliated colleges and universities are regarded as offices for the purposes of this bylaw. (bc) Doubtful cases shall be decided by the President of the Synod. Every board or commission member, officer, and all 1.5.1.3 staff of corporate Synod and, of every agency of the Synod, and of every affiliated college and university shall be sensitive in their activities to taking or giving offense, giving the appearance of impropriety, causing confusion in the Synod, or creating potential liability. Individual members of the Synod’s commissions and 1.5.7 the boards of its agencies and of boards of regents of affiliated colleges and universities, as well as the individual members of its Board of Directors, shall discharge the duties of their offices in good faith. The following are considered cause for removal pursuant to this bylaw: … Unless otherwise specified in these Bylaws, the proce1.5.7.1 dure for removal of a member of a commission, agency board, or the LCMS Board of Directors, or of an elected member of an affiliated college or university board of regents, except for those persons subject to Bylaw sections 2.15 and 2.16, shall be as follows: The Synod, in seeking to clarify its witness or to settle 1.6.2 doctrinal controversy, so that all who seek to participate in the relationships that exist within and through the Synod may benefit and may act to benefit others, shall have the right to adopt doctrinal resolutions and statements which are in harmony with Scripture and the Lutheran Confessions. (b) Doctrinal statements set forth in greater detail the position of the Synod especially in controverted matters. A proposed statement or a proposal for the development of such a statement shall be (1) submitted by the Commission on Theology and Church Relations or submitted to the Commission on Theology and Church Relations by a convention of the Synod (including that of a district), a seminary faculty of the Synod, the faculty of an affiliated college or university (with 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 participating), or an official district conference of ordained and/ or commissioned ministers for evaluation, refinement, development, or recommendation, as the case may be; (2) submitted by the commission, if it acts favorably, to the colleges, universities, seminaries, congregations, and other members of the Synod, as well as to the faculties of affiliated colleges and universities (with 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 participating) for study and suggestions for no more than one year (failure by the commission to submit a proposed doctrinal statement within a year may be appealed to the Synod in convention through a proper overture); Definition Doctrinal review is the exercise of the Synod’s respon1.9.1 sibility to determine that every doctrinal statement made in its or any of its agencies’ or, auxiliaries’, and affiliates’ materials is in accord with the Scriptures and the Lutheran Confessions. Material Subject to Doctrinal Review 1.9.1.1 The following materials are subject to doctrinal review: (d) Each of the Synod’s schools seminaries and affiliated colleges and universities is accountable to the Synod through its respective president and board of regents for the content of its professional journals and all of its published materials that are not the official publications of the Synod (Bylaw 3.4.3.7). The editorial boards of such publications shall serve as their own doctrinal reviewers. To remain on the roster of the Synod as an active mem2.11.1 ber, an ordained or commissioned minister of religion must be a communicant member of a congregation that is a member of the Synod (except as provided in paragraph [c] below) and be regularly performing the duties of one of the following: (g) A person serving on the faculty or professional staff of an educational institution of the Synod or of an affiliated college or university. Officers of the Synod, district presidents, and represen3.1.4 tat ives of the Synod’s boards, commissions, educational institutions seminaries, affiliated colleges and universities, mission areas, chaplains, and district boards of directors shall also serve as advisory representatives to the convention of the Synod. 3.1.4.2 Each educational institution seminary of the Synod and each affiliated college and university shall be represented at conventions of the Synod. (a) Educational institutions of the Synod Such institutions shall be represented by one board member in addition to the district president, by their presidents, and by one faculty member for every 30 full-time faculty members who are members of the Synod. Overtures to a convention of the Synod may be sub3.1.6.2 mitted only by a member congregation of the Synod, a convention or board of directors of a district, an official district conference of ordained and/or commissioned ministers, the faculty of an educational institution a seminary of the Synod, the Board of Directors of the Synod, a board or commission of the Synod listed in Bylaws 3.2.2, 3.2.2.1, 3.2.3, and 3.2.3.1, a board of regents or faculty (with 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 participating) of an affiliated college or university, a committee established by a prior convention, or a forum of a circuit. … 3.3.1.1.1 The President of the Synod has ecclesiastical supervision of all officers of the Synod and its agencies, the individual

districts of the Synod, and all district presidents, and all affiliated colleges and universities. (c) He shall at regular intervals officially visit or cause to be visited all the educational institutions of the Synod and all affiliated colleges and universities to exercise supervision over the doctrine taught and practiced in those institutions. He shall call up for review any action by the respective board of regents, administration, faculty, or institution that, in his view, may be contrary to the doctrine and practice of the Synod and, if he deems appropriate, he shall request that such action be altered or reversed. 3.10.5.7.2 Each theological seminary shall have established policies and procedures related to appointments. There shall be two levels of faculty appointments: (1) Initial level, where the appointment can be terminated with no formal requirement for a show of cause; (2) continuing level, where termination requires a formal show of cause. (d) Standards or qualifications for moving a faculty member from initial-level appointment to continuing-level appointment shall be the following: (1) The faculty member shall ordinarily have completed four to six years of creditable service (periods of leave are not included) as a member of the faculty of one or more educational institutions of the Synod or affiliated colleges or universities, at least the last two years of which shall have been in the seminary currently served. And be it further Resolved, That Bylaws 1.5.3.6 (b)(1); 3.2.2 [6]; 3.3.1.2 (a); 3.3.4.5 (e); and 3.3.4.6 (b)(2) be amended to reflect the non agency status of the colleges and universities by removing references to the colleges and universities, whether explicit or implicit as among the “educational institutions of the Synod,” leaving, however, references to the seminaries of the Synod, which remain agencies; and be it further Resolved, That references to Synod colleges and universities in Bylaws 3.6.2.2.3, including its sub paragraph (b), regarding Concordia Historical Institute and 3.8.3, regarding liaison by the Board for International Mission, be amended to refer to affiliated colleges and universities; that Bylaws 3.6.5 and 3.6.5.2 be amended to include “affiliated colleges and universities” among the entities served and members of the Lutheran Church—Missouri Synod Foundation; that Bylaw 3.6.5.3 be amended to strike “colleges” and add “affiliated colleges and universities”; that Bylaw 3.7.1.1 (f), dealing with availability of the Concordia Plans, Bylaw 3.9.2.2, dealing with access to the Commission on Constitutional Matters (CCM) and its review of governing documents, Bylaw 3.9.3, dealing with the scope of review of the Commission on Doctrinal Review, and Bylaws 3.12.2.8 (a–b) and 3.12.3.4 (a–c), dealing with convention nominations, be amended to add the same; and that Bylaw 3.9.2.2.3, dealing with the CCM’s review of documents, be amended to add sub paragraph (d), to read, “(d) The commission shall, at the request of the Board of Directors or Commission for University Education, review governing documents of affiliated colleges and universities and their related organizations as to whether they are in harmony with the requirements of affiliate status under the Constitution, Bylaws, and resolutions of the Synod”; and be it further Resolved, That Bylaws 2.5.1–2 and 2.10.3, dealing with the call, ordination, and installation of ministers of religion, be amended

to add to each instance of agency(ies) also a reference to affiliated college(s) and university(ies); and be it further Resolved, That such colleges and universities presently existing as agencies of the Synod be hereby and henceforth designated to be affiliated with the Synod, with the Board of Directors and the several boards of regents taking any necessary actions to effect this change, unless and until such affiliation should be rescinded, consistent with the bylaws here adopted; and be it further Resolved, That the Synod, in reclassifying the Concordia colleges and universities from agency to affiliate status, nevertheless asserts its primary interest in the historical use of the name Concordia to denote those colleges, universities, and seminaries serving the Synod’s confession, for and on behalf of Synod’s congregations. The name having been bestowed in this long-standing tradition, the Synod asserts that the name Concordia, in connection with its use by its colleges and universities, along with all its derivatives, is and remains property of the Synod. The Synod expects the colleges and universities to honor the name’s purpose and intent and, should they no longer serve these ends through continued affiliation with the Synod, to forfeit and forgo the use of the name Concordia and all its derivations, and to assign any rights there to to the Synod. The Synod moreover directs and requires each college or university transitioning from agency to affiliate status to provide the instrument required by Bylaw 3.10.6.7 (d), above; and be it finally Resolved, That the existing claim on the property of the colleges and universities insofar as they have been regarded as “property of the Synod,” except for any existing reversion ary interests and rights of reentry granted or directed by convention resolution or other action by or on behalf of Synod in affiliate properties and except for the Synod’s primary interest in the name Concordia, is hereby directed to be released in favor of the respective colleges and universities upon their acceptance of affiliate status in accordance with the above, and that existing agreements governing said property as “property of the Synod,” explicitly excluding any existing reversion ary interests and rights of reentry granted in affiliate properties and the Synod’s interest in the name Concordia, are, effective at that time, hereby superseded. C. TO ESTABLISH INITIAL CRITERIA AND PROCESS

In keeping with the charge of 2019 Res. 7-03 to “strengthen all CUS institutions’ connection to the Synod” and to “strengthen the confessional Lutheran identity of all CUS institutions,” the Commission for University Education (CUE) is to accredit affiliated colleges and universities on the basis of their Lutheran Identity and Mission Outcomes (that is, their effective preparation of church workers, thorough preparation of Lutheran laity for service and leadership in the church, and immersion of all students in a faithful and forthright Lutheran context and curriculum). 2016 Res. 7-01A, “To Adopt Lutheran Identity Statements for CUS Institutions as Prepared by CUS Presidents” (Proc., 171), already adopted by the convention and the several boards of regents, provides an initial framework for the Lutheran Identity and Mission Outcome Standards (“the Standards”); the process of accreditation is modeled on that already familiar to the institutions, already regularly performed by the various accrediting bodies to which they are responsible in the secular sphere. This Synod accreditation is to be both likened to and distinguished from secular accreditation,which deals with secular expectations for governance, responsible operation, educational quality, institutional viability, and the like. The two accreditations share similar processes and pursue complementary aims; on the one hand, ethical administration, effective teaching, and institutional viability; on the other, the advancing of the confession and non seminary higher education mission of the Synod. Synod accreditation, operating substantially within the churchly tradition of visitation and ecclesiastical supervision (Cf. Bylaws 3.3.1.1.1, 3.3.1.2; 1.2.1 [j], Const. Art. XII 7), holds boards of regents (and through them, presidents, faculties, and staffs) of affiliated colleges and universities accountable to the Synod for the governance, administration, and implementation of programs and campus life consistently faithful to the confession of and oriented toward the mission of the church—not as imposition of an external compulsion but as “iron sharpening iron” in pursuit of each college or university’s own all-encompassing, sacred purpose. Accreditation is formative, in that it engages institutions in self-study and outside evaluation, relative to the expectations of the Standards. Every institution will be engaged, no matter its present degree of success in pursuing the ideals of the Standards, and challenged to demonstrate concrete plans for such pursuits. While CUS has in the past aimed to state ideals and to work with institutions with identified deficiencies, this model provides a definite process intended account ably and transparently to advance all affiliated institutions in their pursuit of the Standards and, therefore, in their service in support of and on behalf of the member congregations of the Synod. Accreditation is also finally summa ti ve; that is, it can reach the conclusion that the standards expected have not and cannot reasonably be expected to be reached. While no one desires this outcome, its definite possibility is intended to strengthen the intentional working of all affiliated schools with CUE in pursuit of the Synod’s objectives. An institution or program losing accreditation loses its ability to prepare and declare qualified church workers for roster ed service in the Synod as well as some of its rights to participate more broadly in the life of the Synod; it is put on public notice that it is not adequately fulfilling its churchly mission. Loss of accreditation, when its restoration is no longer being sought (as is obligatory under proposed Bylaw 1.2.1 [a]) or realistically to be expected, leads to loss of affiliation with the Synod. This model recognizes the responsibility, initiative, and creative capacity of local boards of regents and administrations to pursue the high expectations the Synod rightfully has of affiliated colleges and universities, and provides not only for minimum expectations but for individualized, measurable, and reproducible plans for continuous improvement—the development of organic but intentional processes for improvement of each campus, with prescriptions and progress visible to the Synod. It provides for CUE to work transparently with institutions that need to achieve, and are working to achieve, positive change, or alternatively, for CUE to place on notice or probation, and ultimately to disaccredit those that do not work to achieve positive change. It provides a framework for monitoring of and accountability for confessional fidelity, directed and supervised by CUE and carried out with peer input, that can be shared regularly with the members of the Synod, to guide their support and utilization of the institutions. Therefore be it Resolved, That a program of affiliated college and university accreditation be established by the adoption of the following bylaws:

PRESENT/PROPOSED WORDING Lutheran Identity and Mission Outcome Standards, Accreditation 3.9.6.4 The Commission for University Education shall, in consultation with its Institution Advisory Council, define and adopt the Lutheran Identity and Mission Outcome Standards (“Standards”), a regularly published policy document containing standards for accreditation 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 a confessional Lutheran college or university affiliated with the Synod, 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 Synod and 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, even the strongest, fully in intentional and measurable programs intended to advance them in richer expression of their Lutheran identity and more expansive and efficient 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 accreditation. (c) As a means of implementing the above two functions, each institution-level criterion of the Standards describes succinctly one summary expectation for a college or university accredited by the Synod. Within each criterion, core components describe the necessary aspects involved in satisfying each criterion. Each core component further provides several measurable factors useful in internal and external assessment of performance and planning relative to the criteria. Criteria, core components, and measurable factors provide not only a minimum compliance level but a framework for continuous improvement. (d) In addition to the standards with institution-wide applicability, the commission 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 commission shall develop pre seminary curricular standards in consultation with the seminaries of the Synod. (e) The Standards shall be made publicly available on the Synod’s website and as otherwise determined by the commission.

3.9.6.4.1 Affiliated colleges and universities shall undergo accreditation with respect to the Lutheran Identity and Mission Outcome 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) The ordinary, nominal period of institution and program accreditation shall be six years. Ordinary accreditation reviews shall attend to both summa ti ve and formative 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 the commission at any time. (b) The commission may, if an accreditation 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 the commission’s option, be made public. The commission may lift notice at any time it determines the risk has been satisfactorily addressed. (c) The commission may, upon finding an accredited institution to be in breach of the Standards, either on the basis of a regular accreditation report or of a focused review, place the institution on probation for up to a two-year period, which may be extended once for two years and once for one year, but to no more than five years total, if the commission determines that substantial progress has been made and that verifiable plans and resources are in place to bring the institution into compliance. Probation may be lifted earlier by the commission. An institution not in compliance at the conclusion of the probationary period is no longer accredited or entitled to benefits of accreditation, can no longer declare graduates qualified for placement, and is no longer commended by the commission to the church. (d) The commission may, upon finding an accredited church work preparation program to be in breach of the Standards, either on the basis of a regular accreditation report or of a focused review, place the program on probation for up to a one-year period, which may be extended twice, each extension by up to one year, but to no more than three years total, if the commission determines that substantial progress has been made and that verifiable plans and resources are in place to bring the institution into compliance. Probation may be lifted earlier by the commission. A program not in compliance at the conclusion of the probationary period is no longer accredited and therefore cannot certify graduates as qualified for initial placement or be commended and acknowledged as a suitable program of pre seminary preparation, as the case may be. (e) An institution or program under probationary accreditation is not “in good accreditation standing” for purposes of these Bylaws. 3.9.6.4.2 In consultation with its Institution Advisory Council, the Commission for University Education shall implement and maintain policies governing, and shall supervise, the process of accreditation for the affiliated colleges and universities on the basis of the Lutheran Identity and Mission Outcome Standards. (a) In preparation for accreditation, 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 the commission. The self-study shall be delivered to and reviewed by the commission. (b) An accreditation team, assembled by 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 accreditation team shall compile a report of its visit and associated findings, which shall be shared with the commission and the institution. After allowing 60 days for the institution to respond in writing to the team’s report, the commission shall, with regard to the institution and each of its implemented or proposed church work programs: (1) grant or extend accreditation without concerns; or (2) grant or extend accreditation with concerns (notice); or (3) place the institution or program on probation; or (4) deny, in the case of an initial application, or initiate withdrawal of accreditation; or (5) initiate further investigation, with the same or a new accreditation team. (d) The institution reviewed may within 30 days of being notified of the commission’s accreditation determination(s) submit a written appeal and/or response to the commission’s determination. Once 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 7 days of receipt of the commission’s negative action on a requested appeal, an institution may state a corrective action plan and request the commission, acting in its sole discretion, to grant a delay of up to 6 months in the publication of a negative accreditation result to allow initiation of the plan. The commission may at its option require a summary of the action plan, composed by the institution and approved by the commission, to be published with any revised accreditation outcome. (f) At the conclusion of the above, the accreditation status of each institution and its programs, together with summary reports of accreditation reviews, any imposition(s) of notice or probation, and any withdrawal(s) of accreditation, shall be timely made available to the Synod through a publicly accessible website. The information presented shall be of a depth and character that would allow members of the Synod to evaluate the churchly character, relative value, and mission effectiveness of each institution and program, and to understand concretely the steps being taken to improve the same. (g) Accreditation teams, composed of members of member congregations of the Synod and assembled and organized by the commission, shall include representation from peer boards of regents, administrations, and faculties, and a district presi-dent having ecclesiastical supervision of peer institution faculty, all with demonstrated excellence in advancing and achieving the Standards. It 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, and the Board of Directors and President of the Synod may nominate ac creditors, as may members of the commission. (h) An institution receiving an accreditation 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. The commission shall have in place a procedure for responding to any such challenge within 30 days. A finding by the commission of actual partiality or the appearance there of shall disqualify the member from participating in the accreditation. The commission may as its option replace any member so disqualified or continue with the reduced accreditation team. (i) The commission, with the assistance of its council, shall provide training for members of accreditation teams, according to policies established by the commission. (j) Direct costs of the accreditation process shall be borne by the institution accredited. And be it further Resolved, That the Commission for University Education (CUE) shall, no later than Sept. 1, 2024, on the basis of the Lutheran Identity Statement adopted in 2016 Res. 7-01A and draft materials presented to the convention and in consultation with its Institution Advisory Council, release the first operational edition of the institutional Lutheran Identity and Mission Outcome Standards; and be it further Resolved, That the CUE shall, no later than Sept. 1, 2024, in consultation with its Institution Advisory Council, release the first edition of uniform standards for the commissioned ministry and pre seminary programs offered by affiliated colleges and universities accredited by the Synod; and be it further Resolved, That accreditation be granted herewith to the colleges and universities presently assuming affiliated status and to the ministry programs currently approved, with the report of the first reaffirmation process for each institution and program scheduled for accreditation review in the upcoming triennium to be prepared and available to the Synod no later than 20 weeks prior to its 2026 convention, together with a report of the scheduling of, and process made toward, accreditation review for the other institutions in the subsequent triennium; and be it finally Resolved, That the CUE and affiliated colleges and universities be instructed to make every effort to complete the process of development, reaffirmation, and reporting as scheduled, with the understanding that the initial implementation is the first step in a developmental process. D. TO PROVIDE FURTHER FOR CHURCH WORKER

In keeping with the charge of 2019 Res. 7-03 to “strengthen all CUS institutions’ connection to the Synod” and to “strengthen the confessional Lutheran identity of all CUS institutions,” the follow-

ing clarifies that affiliated institutions’ ability to declare graduates or those undergoing colloquy qualified for placement as ministers of religion—commissioned depends upon continued accreditation of such programs, and revises the minister of religion—commissioned colloquy process to reflect the affiliate relationship of the schools with the Synod. The accreditation program, as established above, will provide a transparent, structured, and accountable framework within which the affiliated colleges and universities and their individual church worker training programs, operating on campuses with strong Lutheran identity, will grow in their accomplishment of a higher education mission outcome critical to the Synod: the thorough preparation and ample provision of church workers for Synod’s congregations, schools, and other ministries. The authority of the Colloquy Committee for Commissioned Ministry to establish standards for the colloquy processes it oversees, relative to the programs offered for this purpose by the several schools, is also clarified. Therefore be it Resolved, That Bylaws 2.5.3, 2.7.1, 2.7.3–4, 2.8.1 (a), 2.8.2, and 2.9.1 be amended as follows (including the division of existing Bylaw 2.8.2 into Bylaws 2.8.2–2.8.3), and Bylaw 2.8.4 be added, to clarify that only LCMS faculty of affiliated colleges and universities currently accredited by the Synod have the authority to declare church workers qualified for roster ed service within the Synod, and then only within programs so accredited: PRESENT/PROPOSED WORDING 2.5.3 Congregations that are members of the Synod, association schools, agencies, affiliated colleges and universities, auxiliaries, and recognized service organizations shall call only (1) commissioned ministers who have been admitted to their ministries in accordance with the rules and regulations set forth in these Bylaws and have there by become members of the Synod; (2) candidates of LCMS affiliated colleges and universities accredited by the Synod who have satisfied the qualifications and requirements for assignment of first calls by the Council of Presidents acting as the Board of Assignments; or (3) commissioned ministers (or those holding positions comparable to commissioned ministers) who are members in good standing of church bodies that have been formally recognized to be in altar and pulpit fellowship with the Synod when agreements for such calls are in place. 2.7.1 A graduate of an authorized educational institution seminary of the Synod or of a Synod-accredited program of an affiliated college or university must be declared qualified for a first call and recommended by the respective faculty of the respective educational institution before the effective date of the first call to service in the church, as assigned by the Council of Presidents acting as the Board of Assignments as provided in Bylaw section 2.9. 2.7.3 Candidates who have satisfactorily completed an approved educational program of the Synod for the ordained or commissioned ministry involving extensive use of distance learning and/or a mentoring system must be declared qualified for a first call and recommended by the respective faculty of one of the seminaries, colleges, or universities of the Synod before the effective date of the first call to service in the church, as assigned by the Board of Assignments as provided in Bylaw section 2.9. Graduates of one of the colleges, universities, or 2.7.4 seminaries of the Synod or of a Synod-accredited program of an affiliated college or university who desire to continue their

professional studies after they have completed the prescribed undergraduate curriculum, or who for any other valid reason are not ready for first calls to service in the church, shall continue to be eligible for unqualified recommendation for first calls as long as they can be recommended by the faculty of the educational institution of the Synod from which they have graduated. The respective faculty shall annually ascertain through personal interviews with the candidate or through satisfactory testimonials that each candidate so classified is still qualified for recommendation for a first call to serve in the church. 2.8.1 Candidates shall be declared qualified for first calls. (a) They are those who before the effective date of the first calls will have satisfactorily completed the prescribed courses of studies and will have received diplomas from their respective educational institutions seminaries of the Synod or in Synod accredited programs of affiliated colleges or universities, or have fulfilled the requisites of a colloquy or other approved education program of the Synod (Bylaws 2.7.2 and 2.7.3). 2.8.2 It shall be the responsibility of Synod’s colloquy committees or, subject to the policies of the Colloquy Committee for Commissioned Ministry and within programs for which their respective institutions are currently accredited by the Synod, the faculties of educational institutions of the Synod Synod-affiliated colleges and universities to declare colloquy candidates qualified for first calls. 2.8.3 For purposes of declaring candidates qualified for placement and recommending them for membership in the Synod, the Synod considers the such a “faculty” of an educational institution to be defined as follows: (a) Seminaries: all full-time faculty members who are in good standing on the Synod’s roster of ordained ministers. (b) Affiliated colleges and universities: all full-time faculty members who are in good standing as individual members of the Synod or are members in good standing of a member congregation of The Lutheran Church—Missouri Synod. 2.8.4 Only faculties of such affiliated colleges and universities as are currently accredited by the Commission for University Education may declare qualified and recommend candidates for first calls, and each of these, only with regard to programs leading to candidacy for commissioned ministry (Bylaw 2.6.1.1) for which it is specifically and currently accredited by the commission. 2.8.4.1 A graduate of such a program that was accredited by the Commission for University Education at the time of matriculation but no longer accredited at the time of qualification for a first call may apply to the Colloquy Committee for Commissioned Ministry for examination, any necessary remediation, and certification. The institution offering such a program shall share records with the Colloquy Committee as necessary to assess the candidate’s preparation and fitness for commissioned ministry. 2.9.1 The Council of Presidents, acting as the Board of Assignments, shall regularly assign to qualified graduates of educational institutions of the Synod seminaries and Synod-accredited programs of affiliated colleges and universities, and to workers available from colloquy programs, as “first calls” those calls that have been duly extended to fill active member positions as identified in Bylaw 2.11.1 for ordained and commissioned ministers if positions for which candidates are qualified are available.

…And be it further Resolved, That Bylaws 3.10.3.1–2, establishing the membership and function of the Colloquy Committee for Commissioned Ministry, be amended as follows, to reflect the new relation of the Synod and the schools: PRESENT/PROPOSED WORDING 3.10.3.1 The Colloquy Committee for Commissioned Ministry shall consist of the First Vice-President of the Synod as chairman, ; a representative of Concordia University System the Commission for University Education, designated by the commission, and; two college/university presidents of affiliated colleges or universities that are in good accreditation standing and that operate a program or programs qualifying graduates for commissioned ministry, appointed by the President of the Synod; and two three Concordia University System faculty of the same, who are involved in colloquy and appointed by the president of Concordia University System chair of the Commission for University Education, and one representative from CUEnet. 3.10.3.2 The committee shall direct the Synod’s activity in matters of colloquies for commissioned ministers. (a) The committee shall oversee maintain policies specifying, for each category of commissioned ministry at each college and university of the Synod, the prerequisites for colloquy application, required courses of study, and internship expectations. (b) The committee shall also establish and monitor academic and theological standards for each of the colloquy programs. The committee shall consult the directors of the programs at the Synod’s colleges and universities Commission for University Education and its Institution Advisory Council when establishing or reviewing the standards. (c) The committee shall render a report on the commissioned ministry colloquy activities to each convention of the Synod. 3.10.3.3 The committee shall additionally facilitate the examination, remediation, and qualification for first call of suitable candidates from disaccredited programs applying under Bylaw 2.8.4.1. E. TO ENCOURAGE AND FACILITATE AFFILIATED COLLEGES’ AND UNIVERSITIES’

In the impression of the 2019 Res. 7-03 committee, the institutions’ success in the present environment—certainly their thriving, as tuition-dependent schools with relatively limited endowments—requires not only the sort of shared values advanced by the accreditation program developed above but also efficient coordination and collaboration or organic consolidation. To address this issue, the first whereas of 2019 Res. 7-03 acknowledged the college and university presidents’ conclusion that “greater integration and collaboration would strengthen the individual institutions and the system as a whole.” Given the natural inertia and independence of every individual human institution, however, broad success in such synergetic efforts will likely require strong leadership. Concordia University System has in the past facilitated some common efforts of the colleges and universities, including the employment of staff and the maintenance of finances, principally in the area of information technology, accounting software, and common efforts toward distance education in support of commissioned minister colloquy. Its successor, the Commission for University Education, is for good reason not charged with such business coordination. Its focus must be on confession and mission rather than on administration and operations, areas that demand, instead, the focused attention of the several boards of regents and their executives. The Synod’s imposition of coordinative or collaborative efforts would be in congruent with the present approach and, based on the schools’ experience with limited previous attempts to do so, ultimately unproductive. The institutions cannot afford to be saddled with shared solutions that may not fit; the mechanisms the schools devise together to lend efficiency to their operations simply must be immediately responsive and clearly accountable to the institutions served. In recognition of the value such shared endeavors may have in preserving and extending the schools’ mission capacity, the Synod Board of Directors is to be permitted to extend to them the same benefits available to the several schools. Therefore be it Resolved, That the Synod in convention implore the boards of regents and presidents of affiliated colleges and universities that, being mindful of their common confession and mission, of the Synod’s vast historical investment in and present and future reliance on the schools, and of the great responsibility incumbent on them as wise stewards—for the church’s sake—of limited resources, they seek diligently and urgently opportunities for coordination, cooperation, and consolidation of operations, in part or in whole, that will reduce unnecessary duplication, share best-in-class resources and leadership, strengthen the institutions’ ability to weather challenges, and enhance their ability together to deliver effectively on their mission objectives; and be it further Resolved, That Bylaws 3.10.6.10–3.10.6.10.1 be added as follows: PRESENT/PROPOSED WORDING Common endeavor(s) of affiliated schools 3.10.6.10 Affiliated colleges and universities of the Synod are urged to conduct themselves materially in accordance with “our Lord’s will that the diversities of gifts should be for the common profit (1 Cor 12:4–31; Constitution Preface),” strengthening one another through coordination, collaboration, consultation, and efficient consolidation of operations, wherever prudent and practically feasible. 3.10.6.10.1 Any number of affiliated colleges and universities may together incorporate an entity or entities to provide for common services, with governance to be vested in the participating schools. Such an entity is neither an agency nor an affiliate of the Synod. The Board of Directors of the Synod may extend or withdraw recognition of such an entity as a common endeavor of affiliated schools, eligible, for example, for purposes of employment, financing, granting, and endowment to the same benefits as its constituent affiliated schools. F. TO REVISE BYLAWS RELATED TO GOVERNING BOARDS OF AFFILIATED COLLEGES AND UNIVERSITIES In keeping with the charge of 2019 Res. 7-03 to “review the composition, size, and selection of boards of regents” and to “review the financial models for the institutions,” the committee reviewed the composition and charge of boards of regents as the “governing

bodies corporate” of the several schools. Existing bylaws dictate excessively detailed governance and even management details for the boards of regents, some of which are severely outdated, and would be even more so upon recognition of college and university affiliate status. New bylaws are needed to express simply and directly the relationship of affiliation between the Synod and the schools, keeping at the forefront the regents’ responsibility and authority to act in the interest of our common confession and mission, while allowing the schools freedom to manage their own business affairs and to seek such cooperative endeavors and organic unions as may be beneficial. While a variety of approaches have been proposed for restructuring the boards of regents, the present structure of the boards, with strong representation elected by the congregational members of the Synod, aligns with the furtherance of Synod’s confession and mission objectives through the schools. Continuity of governance is also important at this time of transition from agency to affiliate relationships, together with the introduction of CUE accreditation. While the screening of regents for basic qualifications has aided the selection of qualified regents, specific training regarding responsibilities to the Synod and the task of governance will be useful to enhancing the function of the boards of regents as effective governing boards. Structurally, only minimal changes have been made. With regard to the nomination and election/appointment of regents, many new process ideas were discussed. While it was generally affirmed that the present model, combining local and national election and board and ecclesiastical supervisory appointment, does provide a helpful diversity of impressions and of gifts on the boards of regents, it was also generally acknowledged that the model is certainly not uniformly effective or efficient. While certainly possible that an alternative model could be integrated relatively easily with the other changes here presented, no clearly superior model presented itself in the committee’s work, and it was felt that this proposal already gave the present convention enough to consider and that changes to appointment and/or election of regents should only be undertaken after further careful study and consideration. More important at present, it was felt, was to emphasize the above role of each board of regents as a unified whole, and to develop boards for and to hold boards accountable to this purpose. Regents do not serve disjoint constituencies with disjoint interests, some representing the district, some the Synod, some appointees, the institution itself or other key stakeholders; rather, an effective board of regents brings a diversity of highly developed individual abilities together as a unified, self-regulating, and responsible actor, intent on and successful at governing the institution in coherent pursuit of its essential purpose. Attention has therefore been given to the governance task committed to these boards, and to equipping the boards for this task. These institutions, though they will no longer be agencies of the Synod, remain institutions of the church, responsible and accountable to the congregations of the Synod for their fidelity to the church’s confession and their execution of the church’s mission. As this is not only Synod’s interest but the reason for being of each institution, the primary responsibility of each board—for which it is held accountable through accreditation—is to govern its president, faculty, and staff, its overall and individual programs, consistently in this direction. The present model of accepting nominations from every agency, college and university, congregation, and, indeed, member of

member congregation in the Synod can hardly be made more open, although it is at present under utilized. Responsibility for vetting potential regents has been transferred to CUE, with appropriate consultation, reflecting CUE’s expanded role in assisting those who elect and appoint regents in identifying the most qualified and capable candidates. Information on Synod convention nominees will, in a significant change, be shared with CUE for use throughout the following triennium in recommending highly qualified regents for district election or board appointment. This increases the importance and economy of a triennial, synodwide drive for submission of exceptionally qualified nominees. Therefore be it Resolved, that Bylaws 3.10.6–3.10.6.3 be revised, and Bylaws 3.10.6.4–5 be removed, as follows: PRESENT/PROPOSED WORDING F. Concordia University System Synod-Affiliated College and University Boards of Regents 3.10.6 Each affiliated college and university (“institution”) of the Synod, with its president and faculty, shall be governed by a board of regents, autonomous to make decisions in the best interest of the institution, while electing to be subject to general policies set by the Synod, including those established by the Concordia University System the following expectations as a condition of affiliation with the Synod. 3.10.6.1 In exercising its relationship to the Synod and to the Concordia University System as set forth elsewhere under Bylaw 3.6.6 and following, the board of regents of each institution shall consider as one of its primary duties the defining and fulfilling of the mission of the institution within the broad assignment of the Synod. common confession and mission it shares with the Synod and its congregations (Bylaw 1.2.1 [a]). The board, in addition to its commonly understood fiduciary and governance responsibilities, shall: (a) 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 Art. II), preparing students to live in this faith toward God and by this faith, in their various vocations, in love toward the neighbor; (b) 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 in concert with the objectives of the Synod (Constitution Art. III), intentionally seeking continual growth as a board in such governance; (c) actively foster 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; (d) 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 (Const. Art. II); (e) ensure that its institution and constituent parts strive to excel in the Lutheran Identity and Mission Outcome Standards, and to cooperate fully with processes for accreditation by the Commission for University Education and for appointment of the institution’s president; (f) review and approve academic programs recommended by the administration and faculty, giving due consideration to the Standards and coordination with other affiliated colleges and universities. It shall participate fully in the procedures for the selection and regular review of the president, and shall approve the appointment of faculty members; (g) 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; (h) exercise its unique fiduciary duty of institutional governance without abdicating its authority to, or commingling its authority with, that of others; (i) duly consider the common confession, mission, interest, and cooperative strength of the Synod, with its congregations, agencies, and other affiliates, as it makes decisions with impact beyond its campus, especially as it plans new programs, cooperates and consolidates operations with other affiliated 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 partners of The Lutheran Church—Missouri Synod, domestically and internationally, in harmony with its programs and consistent with its protocol agreements; (j) govern transparently, in a timely manner sharing with the Commission for University Education minutes of board meetings and with both the commission and the Synod Board of Directors revisions of institutional governing documents and policies, and responsively, understanding inquiries and suggestions offered by the commission to be offered on behalf of the congregations with which their institution shares a confession and mission; (k) operate with financial transparency, annually providing, within 30 days of audit completion, audited financial statements and other information as determined in the commission’s accreditation standards to the Commission for University Education and to the Synod Board of Directors and to congregations of the Synod upon request; (l) effectively and intentionally govern administration and faculty so that they carry out their management and educational responsibilities in a manner consistent with the foregoing; and (m) affirm in writing submission to those Bylaws of the Synod applicable to an affiliated college or university, and as may from time to time be adopted, so long as the institution remains affiliated with the Synod. 3.10.6.2 The board of regents of each college and university shall consist of no more than 18 members, all voting. 1. One ordained minister, one commissioned minister, and two laypersons shall be elected by the conventions of the Synod. 2. One ordained minister, one commissioned minister, and two laypersons shall be elected by the geographical district in which the institution is located. If any board is required by its governing documents to include one or more persons holding residence or church membership in a specific locality, the institution is responsible for ensuring (including by appointment, if necessary) that individual(s) meeting such requirements are included among those persons serving on such board, and no such geographic restriction shall apply to Synod-elected regents. 3. No fewer than four and no more than eight members shall be appointed as members by the board of regents according to a process determined by the individual institution. An appointed member shall not vote on his or her own reappointment. 4. The president of the district in which the college or university is located or a district vice-president as his standing representative shall serve as an ex officio member. 5. One member, who may be an ordained minister, a commissioned minister, or a layperson, shall be appointed by the Praesidium of the Synod after consultation with the President of the respective institution and the Board of Directors of the Synod. 6. College and university board of regents members may be elected or appointed to serve a maximum of three consecutive three-year terms and must hold membership in a member congregation of the Synod. 7. Not more than two of the elected members shall be members of the same congregation. 3.10.6.2.1 8. Persons elected or appointed to a board of regents should be knowledgeable regarding the region in which the institution is located and shall demonstrate familiarity and support for the doctrinal positions of the Synod and possess two or more of the following qualifications or background experiences: theological acumen, an advanced academic degree, experience in higher education administration, administration of complex organizations, finance, law, investments, technology, human resources, facilities management, or fund development, or a specific instructional or operational domain designated by the college or university (e.g., “health care” or “marketing”). Demonstrated familiarity with and willingness to advocate for and financially support of the institution is a are desired quality qualities in the candidate. When regents are elected at the national convention of the Synod or appointed by the board of regents, qualifications shall be reviewed and verified by the Secretary of Synod (or design ee) and the President of the CUS (or design ee). When regents are elected at district conventions, qualifications of all nominees, including floor nominees, shall be reviewed and verified by the chair and secretary of the district board of directors or their design ees. (a) Qualification of nominees for appointment or election as regents, according to the standard indicated above, shall be reviewed and verified by the Commission for University Education, which duty may be delegated to a committee composed of its members or others. (b) The commission shall also ensure that it is prepared to review and verify qualifications of floor nominees at each district and Synod convention, as well as those of regents appointed by a board or in the case of a vacancy, in a timely manner. (c) Assessment of qualification for service shall be performed on the basis of information submitted by nominees on a regu-

lar instrument maintained by the Secretary of the Synod for this purpose. (d) Approximately 18 months prior to each convention of the Synod the commission shall consult with the President and Secretary of the Synod and the chairs of the boards of regents of affiliated colleges and universities regarding its application of the qualification standards, and upon this consultation review and revise its related policies and procedures. (e) The commission shall maintain in its public policies a rubric for consistent evaluation of qualification for regent service. 3.10.6.2.2 Persons elected or appointed to a board of regents shall undergo training for such service. (a) The Commission for University Education shall provide for training of newly elected or appointed regents concerning their responsibility to advance the Synod’s confession and mission objectives and to advance their respective institutions in service of the church through the commission’s accreditation program. (b) Each board of regents shall, subject to guidelines prepared by the CUE Institution Advisory Council in consultation with CUE, provide training of newly elected or appointed regents in the task of governance and in their business and legal duties as directors. (c) Failure to complete such training within the first year after election or appointment renders the regent ineligible to continue in office. Upon such failure, the respective board of regents shall declare the position vacant. (d) The several boards of regents are encouraged to implement regular programs of continuing education for regents in both aspects of training. (e) Training programs, initial and continuing, may allow for electronic or remote participation. (f) The Commission for University Education, in collaboration with its Institution Advisory Council, shall prepare and make available an online introduction to the demands and expectations of service as a college or university regent, which shall be reviewed by nominees before they consent to serve if elected or appointed. (g) The cost of initial regent training shall be assessed on an equitable basis to the affiliated schools. 3.10.6.3 Vacancies that occur on a board of regents shall be filled in the following manner: (a) If the vacancy occurs in a position that was previously filled by the board of regents, the board of regents shall be the appointing body. (b) If the vacancy occurs in a position that was previously filled at a district convention, the district board of directors shall be the appointing body. (c) If the vacancy occurs in a position that had been filled by a national convention of the Synod, the Board of Directors of Concordia University System Commission for University Education shall be the appointing body and shall follow the nomination procedure provided for filling vacancies in elected positions on boards and commissions of the Synod as outlined in Bylaw 3.2.5. Note: Existing Bylaws 3.10.6.4–5 are removed in their entirety, relevant portions of their content having been incorporated into new Bylaw 3.10.6.1, above.

G. TO REVISE BYLAWS RELATED TO THE ADMINISTRATION OF AFFILIATED COLLEGES AND UNIVERSITIES

In keeping with the charge of 2019 Res. 7-03 to “review the process for selecting presidents of institutions” and to “review the financial models for the institutions,” the following bylaws are revised. As with bylaws dealing with the boards of regents, bylaws dealing with institution presidents have attempted to provide a relatively detailed description even of the customary duties of any university president, which have changed over time, and which might erroneously suggest to some that the Synod asserts authority over “left-hand” matters that are exclusively under the governance of the institution’s board of regents. The president of the college or university, as the spiritual head of the institution, remains an absolutely essential leader in advancing the confessional identity and mission effectiveness of the institution as an affiliate of the Synod. The Synod therefore rightly retains definite expectations for the presidency of affiliated institutions. After a significant amount of input from boards of regents, the 2019 convention of the Synod already made significant changes to the presidential selection process, moving the work of Synod’s prior approval panel earlier in the process to allow for more effective communication of the panel with the board of regents and to reduce opportunities for disappointment or misunderstanding formerly associated with the process. These changes have aided presidential appointment processes conducted since and remain in place in the following. While many processes might be proposed for the appointment of a president, the significant change from agency to affiliate relationships and the introduction of CUE accreditation suggest continuity as presently the better approach where this subject is concerned. Therefore be it Resolved, that Bylaws 3.10.6.6–3.10.6.6.2 be revised as follows: PRESENT/PROPOSED WORDING Concordia University System Synod-Affiliated College and University Presidents 3.10.6.68 The president of the institution shall be the executive officer of the board of regents. He As a foremost duty, in addition to the customary executive management duties of a college or university president, and in regard specifically to the relation of his affiliated institution to the Synod, he shall serve as the spiritual, academic, and administrative head of the institution and carry out the following responsibilities. : (a) He shall represent the institution in its relations to the Synod and its officers and boards. (b) He shall supervise, direct, and administer the affairs of the institution and all its departments, pursuant to the rules and regulations of the Synod and its boards and agencies and the policies of the board of regents. (c) He shall bring to the attention of the board of regents matters that require consideration or decision and make pertinent recommendations. (dc) He shall be the academic head of the faculty, preside at its meetings, and be an ex officio member of all standing committees of the faculty and its colleges and departments with the exception of the standing hearings committee or of another standing committee to which the functions of such a committee have been assigned. (ed) He shall periodically visit or cause to be visited the classes of professors and instructors, and in general secure conformity in teaching efficiency and subject matter to the standards and policies prescribed by the board of regents and by the Synod through the Board of Directors of Concordia University System and to the confession and mission that the institution shares with the Synod and its congregations, and in intentional and pervasive pursuit of the Lutheran Identity and Mission Outcome Standards. (f) He shall advise and admonish in a fraternal spirit any member of the faculty found dilatory, neglectful, or exhibiting problems in his teaching. Should this action prove ineffective, he shall request selected members of the faculty privately to engage their colleague in further fraternal discussion. If this results in failure to correct or improve the situation, the president shall report the matter to the board of regents with his recommendation for action. (g) He shall delegate or reassign one or more of his functions to a member of the faculty or staff, although standing administrative assignments shall be made by the board of regents upon his recommendation. (he) He shall be responsible for the provision of spiritual care and nurture for, and, to the extent possible through each mode of instruction, the comprehensive moral formation of, every student. (i) He shall carefully watch over the spiritual welfare, personal life, conduct, educational progress, and physical condition of the students, and shall in general exercise such Christian discipline, instruction, and supervision as may be expected at a Christian educational institution. (gf) He shall diligently manage the institution subject to, and effectively support the exercise of, the governance of the institution by the board of regents, consistent with the expectations of Bylaw 3.10.6.1. (j) He shall be responsible for the employment, direction, and supervision of all employees of the institution. (k) He shall be responsible for the business management of the school and for the proper operation and maintenance of grounds, buildings, and equipment. (l) He shall make periodic and special financial reports to the board of regents. (mg) He shall represent the institution, if currently accredited, on the Concordia University System Institution Advisory Council. 3.10.6.68.1 The president of each college or university shall serve a five-year renewable term of office under the terms set forth herewith under Bylaw 3.10.6.6.1 (c), beginning with the date of his assumption of his responsibilities as president. (a) Each president shall relinquish academic tenure upon assumption of the presidency, and shall not be granted academic tenure during the time of presidential service. (b) The president and board of regents shall develop mutually agreed upon institutional goals and priorities that give direction to the individual as he carries out the duties of the office of the presidency. The board of regents will annually evaluate presidential effectiveness based on these goals and priorities. (c) Nine months prior to the end of each five-year term, the board of regents will conduct a formal review of the president’s effectiveness in the current term of office, evaluating his leadership, both of the administration of the institution and of the institution’s advancement of Synod’s confession and pursuit of Synod’s mission objectives. The president shall then be eligible for another five-year term by majority action of the board of regents, voting with a ballot containing only the current president’s name. Upon completion of the review and using a ballot containing only the current president’s name, the board of regents shall vote, the majority action of the board of regents being required to extend the president’s term for an additional five years. (1) In addition to considering the evaluation report, the board of regents shall as part of its review consult with the President of the Synod and the chairman of the Board of Directors of Concordia University System. Commission for University Education. (2) The regents may consult with other boards, commissions, and councils of the Synod as they deem wise. (d) In the event that a president’s term is not renewed, the office of the president shall be considered vacant as of the end of the term of the incumbent. (e) A president who is on a roster of the Synod is under the ecclesiastical supervision of the Synod. In the event a member is removed from membership in the Synod pursuant to procedure established in these Bylaws, then that member is also considered removed from the position held and shall be terminated forthwith by the board of regents. 3.10.6.68.2 The following process shall govern the selection of a college/university president. (a) When a vacancy or an impending vacancy in the office of president is known, the board of regents shall inform the campus constituencies, the Board of Directors of Concordia University System Commission for University Education (CUE), the President of the Synod, an official periodical of the Synod, and other parties as appropriate. If a vacancy in a presidency occurs, the board of regents shall appoint an interim president, who shall meet the qualifications established for the office of president. He shall bear the title “interim president” and may not serve more than 18 months without the concurrence of the President of the Synod. Such interim appointee shall be ineligible to serve on a permanent basis without the concurrence of the President of the Synod. (21) The board of regents shall request that the Board of Directors of Concordia University System schedule initiate a transition review of the campus, which shall include consultation with CUE on the basis of the Lutheran Identity and Mission Outcome Standards and the institution’s current accreditation report. The review is to provide a report on the state of the campus for use by the search committee, the board of regents, and the candidates. (12) The board of regents shall request that the Board of Directors of Concordia University System, on the basis of the above consultation, compose and, with the concurrence of CUE, authorize the institution to publish a request for nominations for the position of president. (b) The board of regents shall oversee the process of defining the institution’s needs, describing the desired characteristics of the new president, and issuing a request for nominations. (1) A search committee shall be formed that represents the board of regents, the faculty, and the staff. Faculty members and staff members on the committee shall be members of LCMS congregations. (2) The search committee shall prepare a description of the

needs of the institution based on listening forums, the findings of the transition review, and other relevant information. Before publishing a call for nominations, the President of Concordia University System the chair of the Commission for University Education shall convene an in-person conference involving the board of regents, the search committee, and the prior approval panel to discuss the qualifications that will be sought and the selection, search, and prior approval criteria. (3) The search committee shall develop written criteria that will be utilized by the committee to screen the candidates and will be utilized by the board of regents to guide the presidential election. (4) A person designated by the board of regents shall act as its agent to issue a request for the nomination of candidates for the presidency of the institution. The request for nominations shall be submitted to the parties who are authorized to nominate. Candidates may be nominated by congregations of the Synod, the Board of Directors of Concordia University System Commission for University Education, the board of regents, and the faculty of the institution. The request for nominations shall state when the nominating period closes. (5) After the nomination period has closed, the agent of the board of regents shall contact each nominee to notify him of his nomination and to determine whether such nominee will allow his name to stand for election. Nominees who wish to be considered must furnish written consent, along with such documentation as the board of regents has requested from candidates in its call for nominations, to the agent by a date set by the board of regents, which date shall be not less than 15 days after the last nominee is notified. (6) After the due date set by the board of regents for nominee responses, the agent of the board of regents shall forward the list of nominees who have agreed to let their names stand, together with all materials received from such candidates, to the President of Concordia University System chair of the Commission for University Education to enable him to convene a prior approval panel consisting of the President of the Synod, the district president serving on the institution’s board of regents, and the chair of the Board of Concordia University System himself or his design ee. The names of the nominees shall not otherwise be disclosed outside the board of regents. (7) The prior approval panel shall meet to consider the nominees. The panel may choose to remove names from the list by its two-thirds majority vote. The panel shall complete its work within 60 days after receipt of the list of nominees. (8) After the prior approval panel has completed its work, the President of Concordia University System chair of the Commission for University Education shall transmit the finalized list back to the agent of the board of regents within 15 days and shall cause such list to be published in an official periodical of the Synod. The board of regents shall then announce the list of names of nominees who have received approval but shall not publicize the names of those not receiving approval. The announcement shall contain contact information to submit correspondence

regarding the nominees and provide a reasonable deadline for receiving correspondence. The board of regents shall establish a procedure for processing correspondence regarding nominees. (c) The board of regents shall utilize the work of the search committee to continue its search process. (1) The search committee shall provide a report to the board of regents regarding the qualifications of the candidates with its observations and recommendations. (2) The board of regents shall provide the candidates with a report containing full disclosure of the condition of the institution. (d) The board of regents may suspend, terminate, or restart its search at any time, but it may only elect a president of the college or university from a slate it submitted that received prior approval as described above. The President of Concordia University System chair of the Commission on University Education (or a design ee) shall attend the board of regents meeting at which an election occurs as a guest and advisor. The board of regents may require the president-elect to accept or decline within 15 days. (e) If the president-elect declines the position, the board of regents is responsible for resuming the effort to fill the vacancy. Candidates from the approved slate shall remain eligible to be elected until a president has been elected and accepted the position. H. TO REVISE BYLAWS RELATED TO THE FACULTY OF AFFILIATED COLLEGES AND UNIVERSITIES In keeping with the charge of 2019 Res. 7-03 to “strengthen all CUS institutions’ connection to the Synod” and in light of other changes made above, minor revisions to bylaws dealing with the college and university faculties are required. Changes in higher education and in the role of the faculties in the broader work of the Synod have reduced the degree to which the Bylaws of the Synod should or can direct specifics of what are ordinarily internal personnel matters of colleges and universities. In keeping with the general philosophy of the proposal, detailed specifications have been eliminated in favor of allowing boards of regents more flexibility while maintaining Synod’s specific interests through the oversight and accreditation process of the Commission for University Education. Therefore be it Resolved, that Bylaws 3.10.6.7–3.10.6.7.5.2 be revised as follows: PRESENT/PROPOSED WORDING Concordia University System Synod-Affiliated College and University Faculties 3.10.6.79 The faculty of each affiliated 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. 3.10.6.7.1 The Concordia University System Board of Directors shall maintain in its policies a list of subject matters that each educational institution must address in its own policies and procedures, to include faculty appointments, employment contracts, contract renewal, contract termination, faculty organization, modified service, sabbaticals, and dispute resolution. 3.10.6.79.21 Except as otherwise provided in these bylaws, the board of regents on recommendation of the president of the institution shall appoint all full-time members of the faculty. The terms and conditions of every appointment shall be stated in writing and be in the possession of both the institution and the prospective faculty member before the appointment is consummated. Limitations of academic freedom because of the religious and confessional nature and aims of the institution shall be stated in writing at the time of the appointment and conveyed to the person being appointed. Faculty members, full- and part time, shall pledge to perform their duties in harmony with the Holy Scriptures as the inspired Word of God, the Lutheran Confessions, and the Synod’s doctrinal statements. All initial appointments to persons serving on 3.10.6.79.32 theology faculties, or teaching classes in or cross-listed with the theology department, shall require prior approval by a majority vote of the President of the Synod (or his design ee), the chairman of the Council of Presidents (or his design ee), and a member of the Concordia University System Commission for University Education board selected by the chair, and shall include a thorough theological review. The three voters shall be ordained. The process shall be facilitated by the president of Concordia University System chair of the Commission for University Education or his design ee. Initial appointment refers to the initial engagement of any person to teach one or more theology courses, regardless of assigned academic department, other than faculty who teach theology courses no more than one academic year in any three-year period. 3.10.6.7.4 A formal procedure shall be in place to carry out performance reviews for all faculty on a regular basis. 3.10.6.7.5 Other than honorable retirement, termination of faculty employment may only be the result of the following: (a) professional in competency; (b) in capacity for the performance of duty; (c) insubordination; (d) neglect of or refusal to perform duties of office; (e) conduct unbecoming a Christian; (f) advocacy of false doctrine (Constitution Art. II) or failure to honor and uphold the doctrinal position of the Synod as defined further in Bylaw 1.6.2 (b); (g) discontinuance of an entire program (e.g., social work, business); (h) discontinuance of an entire division or department (e.g., modern foreign language) of a college or university; (i) reduction of the size of staff in order to maintain financial viability in compliance with policies concerning fiscal viability; (j) discontinuance, merger, or consolidation of an entire college or university operation; (k) expiration of the term of a contract of employment; and

(l) for those whose position requires membership in a Synod congregation, if the person ceases to be a member of a Synod congregation. 3.10.6.79.53.1 A faculty or staff member who is on a roster of the Synod is under the ecclesiastical supervision of the Synod. In the event a member is removed from membership in the Synod pursuant to procedure established in these Bylaws, then that member is also considered removed from the position held and shall be terminated forthwith by the board of regents. 3.10.6.79.54.2 An appeal process consistent with the Model Operating Procedure Manual for Faculty and Administration Complaints and Appeal of Termination: Colleges and Universities (developed by the Commission on Constitutional Matters in consultation with the Concordia University System the Commission for University Education) shall be in place for use by faculty members who wish to challenge a termination decision. Each board of regents shall establish policies for handling doctrine and practice complaints against faculty and staff, which shall be consistent with policies established by the Commission for University Education. Notwithstanding the provisions of any such policy, any person connected with an institution who is a member of Synod shall also remain under the ecclesiastical supervision of the Synod, and nothing in any such CUS institution policy shall be construed to limit or constrain any action that may be taken, or the rights or responsibilities of any party, pursuant to the Synod’s Handbook with respect to a member of Synod. Each board of regents shall facilitate the Commission for University Education’s monitoring of such policies and their implementation. And be it further Resolved, That Bylaw 3.9.5.1 [8] be revised as follows: PRESENT/PROPOSED WORDING 3.9.5.1 The Commission on Theology and Church Relations shall consist of 16 voting and 4 advisory members: Voting Members:

8. A member from one of the faculties of the affiliated colleges and universities of the currently accredited by the Synod