I. Introduction
1.1 Concordia University – Texas (CTX) boldly proclaims and trumpets on its website’s home page that “[W]e are proud to be Austin’s leading Christian university, where Christ is honored, and students of all backgrounds are welcome.”[1] Really? How can CTX top administrators and members of the Board of Regents (BOR) continue to make that claim as they machinate their attempted theft of CTX and betray their duty to truthfully speak and act as fiduciaries in implementing the LCMS Constitution, Bylaws, Synodical resolutions, and policies of Synod’s Board of Directors?[2] How can these administrators and regents maintain this pretense when their own conduct violates the Fourth, Seventh, Ninth, and Tenth Commandments?
1.2 When I studied the eighth commandment in confirmation, Luther’s affirmative statement was that we are to ‘put the best construction on everything.’ That exposition from 500 years ago stands today. It applies to how we should evaluate the multiplicity of actions that the CTX BOR took on November 8, 2022 and since then in changing CTX’s governance.
1.3 As Christians, we must make judgments after we learn the facts. Those judgments must then be expressed as Isaiah 5:20 warns us: “Woe to those who call evil good and good evil, who put darkness for light and light for darkness, who put bitter for sweet and sweet for bitter.” (NIV). There can be no passive tolerance for that which is manifestly evil. What the CTX BOR has perpetrated at CTX is manifestly evil.
II. CTX BOR Admits LCMS, Inc. Owns CTX
2.1 The ongoing federal lawsuit that the LCMS filed on September 1, 2023 in Austin, and the related lawsuit that CTX filed against the LCMS in January 2024 in a Texas state court, have exposed the deceit, duplicity and dishonesty of the actions of the CTX BOR in the past two years. On February 29, 2024, LCMS attorneys filed Plaintiff’s First Amended Complaint[3] in the federal lawsuit. One of the documents LCMS attorneys attached to the First Amended Complaint is the “Board Policy Manual: Policy Based Leadership”.
a. Exhibit K is the CTX Board Policy Manual: Policy Based Leadership, Revised September 16, 2022. Section 2.1, “Board Governance,” states the following:
The Concordia University Texas Board of Regents accepts its authority and responsibilities from the Concordia University System of the LCMS and acknowledges a relationship with the Concordia University System as defined in the Synodical Handbook.
b. Section 2.5, “Connecting with Owners”, states:
A primary responsibility of the Board of Regents is to represent the owners of Concordia University Texas. This is primarily done through the development of the definition of the Outcomes for the organization. The Board recognizes the legal owner of the Concordia University System and the University as the Lutheran Church–Missouri Synod (LCMS, Inc.).
2.2 The two sections above are stunning. The CTX BOR admits it is subject to the authority of the CUS as defined in the Synodical Handbook and that the owner of CTX is the LCMS, Inc.
2.3 These two sections were approved by the CTX BOR a mere eight weeks before November 8, 2022. These two paragraphs fundamentally contradict the actions that the CTX BOR took on November 8, 2022 when it approved the pernicious governance changes by amending its charter with the Texas Secretary of State, Bylaws, and the CTX Policy Manual.
2.4 Sections 2.1 and 2.5 approved on September 16, 2022 express the facts that the LCMS, Inc. owns CTX and the Concordia University System (CUS). The CTX BOR accepted its authority and responsibilities from the CUS as defined in the Synodical Handbook of 2019. The CTX BOR course of conduct beginning November 8, 2022 and continuing since then is so illegal as to defy explanation. CTX BOR cannot legitimize what it has perpetrated. Instead, it spews out facile falsehoods on its website that the CTX Board vote that it was the sole governing body of CTX “allows for local control while ensuring that the university continues to be in alignment with the mission and ministry of the LCMS.”[4] The webpage attempts to rationalize the BOR’s its actions as being beneficial to CTX and the LCMS:
What are the benefits to CTX and the LCMS of this governance change?
We believe that the best system of governance is one that is held by those closest to the institution while also being aligned theologically with the Church, as is the case for the governance of LCMS congregations.
More specific benefits to this change include:
- Matching authority with responsibility in the
proper governing entity. The former system of shared governance created
ambiguity, creating risk for both the school and the church.
- Providing the CTX Board with the capacity to articulate the mission and vision appropriate to the university’s specific context.
- Empowering the CTX Board to shape itself and its membership in a way that is appropriate to the university’s specific context.
- Placing the authority to select the president in the proper entity.
- Relieving the LCMS of responsibility for any possible legal liability, which can potentially occur with numerous potential incidents.
- Relieving the university of the effects of the ambiguities and vacillations in policy by changes at the LCMS conventions.[5]
2.5 The justifications immediately above are a masterpiece of dissimulation. The CTX regents do not own CTX and do not get to decide on their own what is the best system of governance for CTX. Synod in Convention decides governance of the CUS and member universities. A congregation that desires to be part of the LCMS must comply with the Synod Handbook.[6]
2.6 Perhaps the most outrageous supposed “benefit” to CTX is the reference to the “ambiguities and vacillations in policy by changes at the LCMS conventions.” If that is the case, why did the Regents not formulate a comprehensive overture to the recent Milwaukee Convention that outlined all of the past convention resolutions that had wreaked harm upon CTX , recommend the necessary corrections of “ambiguities and vacillations in policy”, and obtain the approval of the Convention. Instead, President Christian, Chairman Bannwolf, and the BOR went rogue.
III. Why? Why? Why?
3.1 Several simple questions keep surfacing the longer this controversy and the lawsuits continue. Why did the CTX BOR do what it did on November 8, 2022? What did LCMS, Inc. do to CTX in the recent past that harmed CTX?
3.2 President Christian provided his initial rationale in a memorandum on November 8, 2022.[7] Christian stated the following:
For over a year, the Concordia University Board of Regents has diligently worked and prayed about a decision to guard and guide the future of the University. Centered by our founding purpose and our vision to be the premier institution of higher education where the adventure of faith, learning, and life-changing experiences leads to meaningful work, the Board voted to adopt a structure whereby Concordia University Texas will be governed solely by its Board of Regents, rather than the historic governance directed by the Bylaws of Synod.
As you know, Concordia University Texas is in a strong position, with healthy enrollment, exciting academic programs, strong finances, robust community partnerships, and meaningful relationships.
As the news of this change begins to circulate, it is important that you understand that we are not leaving the LCMS. We are committing to our alignment with the LCMS. This vote simply reframes the nature of that relationship so that governance will be directed solely by the Board of Regents rather than shared with Synod.
We are deeply thankful for our Lutheran theology, history, and practice, and we will continue to live out the mission of the church by remaining faithful to Scripture and the confessions; engaging with the broader culture and being a light to the world; continuing to train workers for the church; sharing the gospel with students; and partnering with LCMS entities to help them live out their mission.
3.3 Christian’s explanations in the paragraphs above are profoundly misleading. Christian makes a cursory reference to being “[c]entered by our founding purpose” as one of the two driving forces for the BOR’s governance change. So, just what is CTX’s founding purpose? The original corporate charter for what was first called Lutheran Concordia College of Texas was filed with the Texas Secretary of State on April 28, 1950. The purpose was the “support and maintenance of an educational institution.” The five founders, including former LCMS and Texas District president Oliver Harms, prescribed that the “business of this corporation shall be conducted and its affairs shall be controlled by a board of trustees to be elected in accordance with the Rules and Regulations of the Lutheran Church – Missouri Synod.” The “founding purpose” did not contemplate anything resembling “alignment”, whatever that means.
3.4 President Christian then spews more dishonest claptrap by claiming “we are not leaving the LCMS” and that the BOR vote “simply reframes the nature of that relationship so that governance will be directed solely by the Board of Regents rather than shared with Synod.” On that very same day of November 8, 2022, President Christian signed a Certificate of Amendment of the Certificate of Formation of CTX. CTX filed the Amendment with the Texas Secretary of State. Dr. Christian signed the document “subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument . . .”. This amendment included the following new provision as to governance:
Article V Board:
The management of the affairs of the corporation is vested in its Board of Regents in accordance with the Bylaws. The number of Regents may be increased or decreased in accordance with the Bylaws; however, the number of Regents shall not be decreased to fewer than three (3). All determinations regarding the university’s alignment with the Lutheran Church – Missouri Synod, including but not limited to, the university’s subscription and adherence to the Confession of the LCMS as currently outlined in Article II of the LCMS Constitution, and qualifications for board members and the presidency, will be subject to and determined by the sole and exclusive discretion of the Board of Regents.
This new Article V makes it clear that the CTX BOR can exercise its “sole and absolute discretion” as to whether CTX will continue to subscribe and adhere to Article II Confession of the LCMS Constitution. What is more fundamental to our denomination than absolute and total agreement in belief and practice the Article II Confession? We can fairly conclude that the change of governance of November 8 is a doctrinal matter that Synodical leadership must directly and immediately confront.
3.5 On November 23, 2022, Texas District President Michael Newman distributed a lengthy email in which he provided an update on the CTX BOR decision of November 8, 2022 and answers to questions he had received as to that decision.
a. Here are three excerpts from that email:
Why did the CTX Board of Regents vote to be the sole governing entity on November 8th?
The Concordia University System (CUS) President, Rev. Dr. Dean Wenthe, disclosed that the CUS was bringing a resolution about CTX to the LCMS Board of Directors on November 18th. Neither the CUS President nor the CUS board chair would reveal what that resolution entailed. With no information revealed, and, understanding that the CUS might be recommending that CTX be closed or consolidated with another system university, the CTX Board of Regents wanted to prevent any possible demise of CTX. The only path forward was to vote for sole governance responsibility.
. . .
Is this action permitted?
The LCMS bylaws require each university’s board of regents to govern the institution within the general policies and broad assignments of the Synod. The board of regents is required to define and fulfill the mission of each institution and to develop policies for the institution. It is the “governing body corporate of the institution” (see LCMS bylaws section 3.10.6). Failing to act would have violated the bylaws and the board of regents’ fiduciary responsibility to the institution and to the church.
. . .
Is this a doctrinal issue?
The CTX Board of Regents and leadership team are committed to the confession of the LCMS. CTX is not leaving the LCMS. The CTX Board of Regents is seeking dialog about sound governance as the Synod reshapes its approach to its universities. This is a governance discussion.
. . .
b. President Newman’s above answers must be challenged.
(1) The response as to why the CTX BOR voted as it did was discussed at our Milwaukee convention during the August 1 debate. It is clear that there was no credible evidence that that the CUS was recommending that CTX be closed or consolidated with another CUS university. Critical background as to the actual reasons for the CTX BOR vote is found in the “CTX Board of Regents – Minority Report” of Rev. Alan Taylor, as former member of the BOR who voted against the governance change.[8] President Christian was given the opportunity to speak for two minutes during the debate on Resolution 7-03 on the morning of August 1.[9] President Christian gave three reasons for the BOR’s decision. None of those three reasons included any reference to the Synod’s Handbook.
(2) LCMS Bylaws section 3.10.6 and following do not justify and provide no basis for the BOR’s governance decision. The fact is that Bylaws section 3.10.6 did not give the BOR authority to change its bylaws. It is crucial to note that CTX itself no longer makes this claim. CTX, as plaintiff, brought its own lawsuit against The Lutheran Church – Missouri Synod, an unincorporated association of Lutheran congregations, the Lutheran Church – Missouri Synod, a Missouri Corporation, as defendants, in a Texas state District Court on January 19, 2024. CTX, in its Plaintiff’s Original Petition, never once attempts to legitimate the governance change on the authority of any LCMS Bylaw, much less Bylaw section 3.10.6.[10]
(3) The CTX BOR change of governance is a doctrinal issue. The evidence has been outlined in numerous sections of the “Ecclesiastical Visitation of Concordia University Texas” by the Office of the President, LCMS.[11]
IV. Conclusion
4.1 CTX President Christian, BOR Chairman Bannwolf, and the CTX BOR have perpetrated a sordid saga of betrayal, disloyalty, rebellion, theft, and deceit. Their course of conduct has harmed the LCMS, the Texas District, and those students who were recently enrolled in the church work and ministry programs who expected to be eligible for calls from LCMS congregations upon graduation.
4.2 Resolution 7-03 was approved overwhelmingly at the 68th Regular Convention. Synodical officials and district presidents have a fundamental duty to implement Synod Resolutions in Synod and the districts[12].
4.3 It is time for our officials to fulfill
their duty to correct the malfeasance of CTX!
______________________________________________________________________________
James Runzheimer is the lay director at large for the Texas District of the LCMS. He was elected to a six year term at the June 2021 convention of the Texas District. Runzheimer was also a voting delegate to the 65th regular convention (St. Louis), the 67th regular convention (Tampa), and the 68th regular convention (Milwaukee). He is a practicing attorney and CPA in Arlington, Texas.
Disclaimers
Runzheimer’s views and observations in this article are
solely his own as an individual director and do not represent the position of
the Texas District. Nothing in this
article should be taken as legal advice to any person(s) and/or entity(ies)
involved in the lawsuits referred to and any related legal matters.
[1] Concordia.edu; “Welcome To Concordia University Texas HIGHER LEARNING FOR A HIGHER CALLING”; downloaded on April 25, 2025.
[2] Handbook: Constitution Bylaws Articles of Incorporation; The Lutheran Church Missouri Synod, 2023; specifically Bylaws 3.10.6 and 3.10.6.1.
[3] United States District Court, Western District Of Texas, Austin Division, THE LUTHERAN CHURCH-MISSOURI SYNOD, a Missouri nonprofit corporation, Plaintiff, v. DONALD CHRISTIAN, CHRISTOPHER BANNWOLF, CONCORDIA UNIVERSITY TEXAS, INC., & JOHN DOES 1-12, Case 1:23-cv-01042-RP, Document 11, paragraph 30, Exhibits K and N.
[4] Downloaded from “Lutheran Identify” tab on Concordia.edu and extracted from section entitled “Why is this change necessary?”
[5] https://www.concordia.edu/about/lutheran-identity.html
[6] LCMS Handbook, 2023, Bylaws 2.2.2 and 2.4.1.
[7] MEMORANDUM; November 8, 2022; addressed to Constituents of Concordia University Texas; “An Independent Announcement Regarding the Board of Regents.” Texas District President Michael Newman attached this memo in an email sent to the undersigned written on November 8, 2022 (6:03 PM).
[8] https://stjohngalveston.360unite.com/news
[9] This session on the morning of August 1, 2022 can be accessed on the LCMS.org website, convention proceedings at the 1:29:39 time.
[10] Concordia University Texas, Plaintiff, v. The Lutheran Church – Missouri Synod, an unincorporated association of Lutheran congregations, And The Lutheran Church – Missouri Synod, A Missouri Corporation, Defendants; Cause No. D-1-GN-24-000358, 353rd District Court, Travis County, Texas.
[11] Convention Workbook Reports And Overtures 2023, 68th Regular Convention, The Lutheran Church – Missouri Synod, pages 173-179.
[12] See Synod Handbook 2023, and the respective pages 112-121 and 198.