Synod seeks reversal of CTX governance change

Update on Concordia University Texas from the LCMS Board of Directors

September 1, 2023

On Sept. 1, The Lutheran Church—Missouri Synod (LCMS) filed a complaint with the U.S. District Court for the Western District of Texas, Austin Division.

The complaint was filed against Concordia University Texas (CTX), Austin, Texas; Dr. Donald Christian, CTX president; Christopher Bannwolf, chairman of the CTX Board of Regents (BOR); and “John Does 1–12,” representing currently unknown individuals on the CTX BOR who, in direct violation of Synod Bylaws, voted to amend the articles of incorporation, bylaws and policy manual of CTX, and subsequently confirmed that vote.

In attempting to amend CTX’s governing documents, the CTX BOR has purported to make itself a self-perpetuating board, with no regents elected or appointed by the Synod, and has further purported to make the CTX BOR solely responsible for determining whether CTX faithfully adheres to the confession of the Synod as set forth in Article II of the Synod Constitution, with no ecclesiastical supervision from the Synod. The LCMS filing asks the court to set aside the CTX BOR action, which was first taken on Nov. 8, 2022, and confirmed on April 4, 2023.

On April 18, 2023, the LCMS Board of Directors (BOD) released a statement repeating its disappointment in the CTX BOR action, noting multiple efforts over many months to bring about restoration of CTX’s governing documents and again rejecting the CTX BOR’s actions attempting to make itself a self-perpetuating board contrary to the requirements of its own governing documents and the Synod Constitution and Bylaws. Subsequent pleas again asking the CTX BOR to reverse course have gone unheeded.

As part of its efforts to bring about restoration of CTX’s governing documents, the LCMS BOD had earlier submitted 10 questions to the LCMS Commission on Constitutional Matters (CCM) regarding the relationship of the Concordia University System (CUS) universities (such as CTX) to the Synod, and the authority of and conditions that apply to a CUS university board of regents (such as the CTX BOR) when changing its governing documents. On March 30, 2023, the CCM issued Opinion 23-3006, which includes the following conclusions (among others):

The CTX BOR’s actions to change its articles of incorporation, bylaws and policy manual contradict Synod Bylaw 1.4.5, which requires that every agency of the Synod is bound by the Constitution, Bylaws and resolutions of the Synod;

Boards of regents of Concordia University System institutions do not have the authority to unilaterally change their governance model from that described in the Synod Bylaws or to unilaterally amend their articles or bylaws without prior approval; and

The CTX BOR action to change its articles of incorporation, bylaws and policy manual is null and void.

The CTX BOR did not correct its governing documents after the CCM opinion was issued.

On Aug. 1, during the 2023 LCMS national convention in Milwaukee, delegates adopted Resolution 7-03 by a 71.67% majority. (Read the full resolution in the first issue of Today’s Business, Page 139.) Res. 7-03 affirms CCM Opinion 23-3006 in its entirety. Res. 7-03 also:

Affirms that the CTX BOR members who voted in favor of such action “have acted in direct conflict with the Constitution and Bylaws” and breached their fiduciary duties to the Synod;

Affirms that CTX President Christian “acted in direct conflict with the Constitution and Bylaws”;

Calls on Christian, BOR Chairman Bannwolf and other CTX BOR members “to submit to the governance of the Synod as laid out in the Constitution and Bylaws”; and

Encourages the LCMS BOD and others to take all appropriate action to address this situation.

In addition to adopting Res. 7-03, convention delegates elected four new regents to the CTX BOR.

Within days after the Synod convention concluded, the LCMS BOD learned that Christian issued a “Notice of Legal Hold” to CTX BOR members. This notice stated that CTX “is involved in a dispute with the LCMS and CUS due to CTX’s decision for the Board of Regents to become the sole governing body of the university.” The letter also stated that this dispute “may result in a lawsuit.”

Following the convention, and based on Res. 7-03, the LCMS BOD requested, by letter dated Aug. 8, to meet with the CTX BOR. The LCMS BOD also asked the CTX BOR to agree to seat the four regents elected at the convention the previous week.

The next day, Aug. 9, Christian sent to LCMS BOD Chairman Rev. Dr. Michael L. Kumm copies of letters that Bannwolf had sent to the regents elected at the convention. The letters informed the newly elected regents that they would not be seated on the CTX BOR.

In an Aug. 30 letter, Bannwolf responded to the Aug. 8 LCMS BOD letter. Bannwolf’s letter contained no reference to Res. 7-03. Bannwolf’s letter:

Confirmed that the CTX BOR would not recognize the Synod convention election of four regents to the CTX BOR, stating that a meeting with the CTX BOR would include “only” the current CTX BOR members elected in line with “current CTX Bylaws”;

Insisted that Christian “will play an instrumental role in all discussions” involving the CTX BOR; and

Suggested a meeting with the LCMS BOD that lists, as one of the “cornerstone” areas of discussion, the “established changes” by the CTX BOR to its articles of incorporation, bylaws and policy manual, even though the CCM and the Synod convention have concluded the purported changes are contrary to the Synod’s Constitution and Bylaws and are null and void.

These actions by Christian and Bannwolf reflect a steadfast and persistent refusal to accept the Synod’s role in the governance of CTX, even after the adoption of Res. 7-03 by the Synod convention.

The LCMS BOD is given responsibilities under the LCMS Constitution over the property and business affairs of the Synod. This includes taking legal action to protect the interests of the Synod and its members in response to actions such as those of Christian, Bannwolf and the CTX BOR. Res. 7-03 noted that CTX was founded in 1926 by the Synod and has, since then, been operated and governed under the Synod’s Constitution and Bylaws. Res. 7-03 encouraged the LCMS BOD to take all appropriate actions to address this situation.

The LCMS BOD, in the faithful discharge of its duties, does not take any decision to authorize litigation lightly. However, the actions of the CTX BOR, led by Bannwolf and Christian, have dictated this course of action.

The Synod’s Constitution and Bylaws do not recognize the relationship CTX purports to have created with the Synod. The BOD believes that civil litigation is the appropriate mechanism for addressing these matters with a recalcitrant board of regents and leadership that is not authorized nor constituted under the Synod’s Constitution and Bylaws and that persists in a course of action detrimental to the Synod. The CTX BOR has used the civil legal process to attempt to claim authority over and governance of CTX to the detriment and in defiance of the congregations and members of the Synod. Unfortunately, the LCMS must now engage in the civil legal process and intermediaries available through that process for resolution of this situation.

The LCMS BOD will update the Synod’s members as appropriate while respecting necessary aspects of confidentiality that are part of the legal process as it unfolds in U.S. District Court. In the meantime, the BOD invites the entire Synod to join it in continued prayers for a God-pleasing resolution to this difficult situation.