The Board of Directors was directed by 2023 Res. 7-04B, “To Revise Bylaws to Revisit and Renew Relationship of Colleges and Universities with the Synod,” Part C, “To Clarify Relationship of the Synod’s Board of Directors to the Concordia University Boards of Regents,” that it should, “after input from the Commission on Constitutional Matters [CCM], review within the upcoming triennium the governing documents and governance practices of all higher education institutions of the Synod, and all boards of regents and boards of associated foundations be directed to correct any identified noncompliance with the Synod Constitution, Bylaws, and resolutions.” It was further assigned to facilitate the acknowledgement, by each university of the Concordia University System (CUS), of “the paramount right, title, and interest of the Synod in the name Concordia. ” The board was required “to report to the subsequent Synod convention its progress in achieving the foregoing and any proposed bylaw changes or other action needed to more faithfully steward resources for higher education in the Synod.”
The board reported in Report R5 that “much progress has been made in this effort. But there remains more work to be done.” It also promised a supplemental report, which promise is now being fulfilled. Progress has continued since the board submitted Report R5. However, as listed below, further work remains to be completed for the higher education institutions to come into compliance with the directives given them by 2023 Res. 7-04B.
The board has no doubt that the institutions are giving proper attention to these matters and that they will have no problem completing the required work within the triennium now at hand. The board has also adopted policy providing clarity on the matter of higher education reversionary language, in fulfillment of and 2004 Res. 4-04, and expects the full cooperation of the higher education institutions in placing and maintaining the required language, for the protection of the property of the S ynod as dedicated to Synod’s purposes.
The CCM reported extensively in its Op. 23 -3023 (minutes of
Sept. 12–13, 2025) on its comprehensive review of the higher education governing documents it was able to obtain. In its review— which, due to its scope, the press of other assignments, and the desire of the commission to review all institutions’ documents coherently, took some time—the commission noted the following: In its reviews [the commission] has noted areas where institution governing documents are not in harmony with the Constitution, Bylaws, and resolutions of the Synod, in some places, due to the changes effected in the Synod Bylaws by 2023 Res. 7-04B, but in many places, with regard also to prior Synod Bylaws. It is important to note that the commission is charged to identify such disharmonies, not to improve generally upon the governing documents of the institutions (although it sometimes offers what are int ended to be helpful suggestions). In this work, the commission must often consider where an omission from agency articles or bylaws of a detail that is not explicitly required to be included in such documents (by, for example, ) constitutes such a disharmony. To give one specific instance, the commission has found, and indicates in these reviews, that agency articles and bylaws, where they state or assume from corporation law generally an ability of the board to amend the articles or bylaws, need to include explicitly the requirement that such amendments be reviewed and approved in advance by this commission, as required by Synod . As the Board of Directors considers changes to , containing requirements for governing documents and practices of Synod agencies, the explicit requirement of inclusion of this explicit provision in agency governing documents may warrant inclusion.
Generally, the commission has noted certain provisions included in agency documents that, apart from inclusion of material from the Synod Bylaws, could prove misleading in isolation. It has not, however, generally scrutinized the governing documents for pl aces where contradictory default inferences from laws of relevant jurisdictions or arguments from silence made otherwise might cloud a Synod procedure for, for example, removal of directors () or limitations on real property or borrowing authori ty, etc. The commission has likewise not fully attended to the implications of board policy for the agencies, which is generally beyond its scope of work. The commission considers the determination of what language needs to be included in the documents to grant the Synod necessary comfort as to the binding nature of particular aspects of Synod governance on the institutions to be a matter for consideration by the Board of Directors more than by this body.
Having received the above input, together with the detailed reviews of higher education governing documents, updates on the state of amendments being proposed by the universities, and correspondence between the institutions and the Office of the Secretary, the board has taken several actions: First, it assigned its Chief Administrative Officer to “follow up with the institutions to request that all documents thus far requested by CCM or that are otherwise relevant be delivered immediately for review” (minutes of Feb. 19 –21, 2026). The issue of certain university foundations has been identified as one requiring focused review, as not all foundations have governance, especially as pertains to the composition of their boards, that is compatible with Synod’s requirements for agencies.
Second, the board has taken to heart the CCM’s concerns, expressed above. To give proper and regular attention to these matters it intends as part of its proposal (Ov. 9- 09) “To Amend the Bylaws to Clarify and Streamline Responsibilities of Appointed Synod Officers” to enhance its in -house legal and compliance capacity.
Third, the board, in its corporate governance project now embodied as Overture 9-06, “To Amend Bylaw Section 1.5, etc., to Unify in the Bylaws and Revise Corporate Formation Requirements for Instrumental Entities of Corporate Synod and Agencies of the Synod,” has proposed bylaws that address certain concerns expressed by the CCM regarding what needs to be included in university (and other agency) articles of incorporation.
Fourth, rights to the name Concordia , previously secured in various ways and jurisdictions by Concordia University Chicago, have been transferred to the Synod. Synod’s legal counsel is working on obtaining the required written acknowledgements from the universities.
Fifth, though not directly addressed in 2023 Res. 7- 04B [C], the board has noted the obligation of the boards and officers of the institutions under 2004 Res. 4 -04, “To Direct Establishment of Reversionary Interests on College, University, and Seminary Properties,” to see “that each institution of higher education of the Synod shall hold title to properties presently owned or at any time hereafter acquired by it subject to a reversionary interes t or possibility of a reverter in favor of the Synod in such form and stating such conditions as shall be established by the Board of Directors of the Synod except as provided by such Board.” The board has engaged a review of university property reversiona ry language and relevant local laws and adopted at its May 2026 meeting uniform language and procedures for placing and maintaining such language The board has engaged institutions where required provisions are either not in effect or of questionable effect, either presently or at some point in the future. This is most notable at Concordia University Irvin (CUI), with regard to its Spectrum Campus.
CUI purchased its Spectrum Campus (16355 Lagnua Canyon Rd., Irvine, CA) on Mar. 3, 2023, pursuant to permission granted by the Board of Directors on Dec. 22, 2022, subject to the requirement “that LCMS, Inc., be granted reversionary rights on the property. ” Further, the board approved the request of CUI “to allow the Narrative Memo prepared by President Thomas on Dec. 14, 2022 (as attached to the protocol minutes), to stand temporarily in lieu of a revised campus master plan, and grant Concordia University Irvine 18 months to revise its campus master plan inclusive of the Alton Property and to submit it for approval by the CUS Board of Directors and the Board of Directors of The Lutheran Church— Missouri Synod.” As of May 18, 2026, the university has not arranged for placement of the required reversionary right as required by the purchase authorization. Several capital projects undertaken by CUI have also not been submitted to the board for approval.
The board and its officers continue in long but fruitful discussion (including the board’s meeting with CUI administration and regents in Irvine in Feb. 2026) to place appropriate provisions and to bring its property and capital projects into line with the expectations of the Synod. As of May 18, 2026, progress has been made on the reversionary language to be placed, but the university’s use of a limited liability corporation to hold the property and details regarding placement of the reversionary language remain to be worked out. As it is in response to 2004 Res. 4-04 that the board is pursuing the required reversionary language, the board feels it must report this matter to the convention. It is well past time for the convention’s directive to be followed with regard to this property, and the board is determined to see it completed in shortest order. While the board would rather be able to report compliance, the discussion that has been taking place will benefit the board’s practice in administering this important requirement for the protection of the property of the Synod in a manner that supports the various universities’ faithful and well-resourced execution of the mission of the Synod committed to them.
Returning to the main topic, of the review and revision of higher education governing documents directed by 2023 Res. 7-04B [C], the board notes with appreciation the institutions that have engaged this project meaningfully and with deliberate speed. The board recognizes that changes to fundamental governing documents must be undertaken with due care and that contemplation of the task of governance to the point of codifying good practice and excluding bad takes much reflection and careful work. The following is a concise summary of the state of work as of May 18, 2026: Concordia University, St. Paul engaged thoughtfully with the Secretary and CCM in an extensive revision and much robust discussion about the 2023 Synod bylaw changes and potential impact on accreditation, which turned out not to be as much a concern as first feared. CCM -approved bylaws have been adopted. A minor change to the university’s articles to conform more fully with the language has also been adopted. A conversation with regional accreditors as part of the bylaw revision process has provided useful guidance for other institutions. The university has also submitted a significant revision of its board policies (aka Handbook) for CCM review.
Concordia University Wisconsin—Ann Arbor has submitted for review and the CCM has reviewed a draft set of Bylaws. The CCM awaits a response on these, as well as on its reviews of university foundation and CU Ventures governing documents and board policies.
Concordia University Nebraska has shared with the Secretary for preliminary review a potential Bylaw revision, to which the Secretary has responded with comment. It has also shared aspects of conversation with the school’s accrediting body regarding institutional control policies.
Concordia University Chicago has submitted to the CCM a proposed amendment of its bylaws. An amendment of articles of incorporation is awaited.
Concordia University Irvine’s board approved proposed revisions at in its May 2026 meeting, with review by CCM to precede adoption. The CCM also awaits documents on Concordia University Foundation and a limited liability corporation formed to hold certain property.
Concordia Seminary (St. Louis) has indicated that it intends to adopt the modern incorporation statute, a step in which LCMS will need to participate. Drafting is understood to be underway but a definite proposal is awaited.
Concordia Theological Seminary (Fort Wayne) has not yet indicated a definite plan.
The seminaries have very little in the way of governing documents. Much of what they have is severely outdated—as is , which provides most of their operating regulations. As indicated in some work before the convention, the as it stands does not take into much account modern developments in faculty structure or seminary operations. This should likely be a broader project in the near term.
The board through its regular minutes will continue to keep the Synod apprised of progress in this important project, and will plan to summarize the state of work again in its report to the next convention of the Synod.