This essay assumes that readers have some background about a lawsuit filed by The Lutheran Church—Missouri Synod to reign in the rebellious, rogue, and impostor regents and officers of its synodical school, Concordia University Texas (CTX). For those with no familiarity, background essays may be found here and here. The suit seeks a judicial declaration voiding a set of 2022 governance changes that CTX made without authority and in rebellion against the authority of The LCMS as its parent organization to sever its formal ties to the Synod or, failing that, actual damages of more than $111 million, a figure LCMS says represents the university’s net asset value.

In the original complaint, besides the university corporation, the former President of CTX, Donald Christian, and the former Chairman of the Board of Regents, Christian Bannwolf along with “John Does 1-12” were named as defendants. For the three years since then, there has been active interest and even impatience about whether and when the additional disloyal regents would be named. It was obvious from public information that there had to be additional disloyal regents because the actions of the rogue board of regents must have been taken by a majority, and only one member of the board had been named, its Chairman, Christian Bannwolf.

In addition, there was intent interest about what might be done to discipline any ordained ministers who could have been involved in the rogue actions, since at least one minister was a regent at the time of the rogue actions.

In an amended complaint filed on September 11, 2026 in the U.S. District Court for the Western District of Texas, The LCMS named additional individual defendants, all of whom had been regents when the rogue actions were taken on November 8, 2022 and thereafter. The Second Amended Complaint formally designates twelve individuals: Jim Albers, Quentin Anderson, Ted Crofford, Sandra Doering, Dr. Mary Beth Gaertner, Peter Hames, Raymond Kym, Margaret Landwermeyer, Heidi Lewis, Reverend Michael Newman, Sylvia Schmidt, and Dr. Steven Sohns. It designates them collectively as the “Regent Defendants,” standing alongside Bannwolf as members of the CTX Board of Regents who allegedly voted to approve the disputed 2022 amendments. Rev. Newman, an ordained minister of the synod, had been a member of the board of regents by virtue of his being the District President of the Texas District of the synod.

Rather than treating each regent as an isolated actor, the complaint frames all twelve as a unified bloc whose “affirmative acts” drove the governance changes at issue. As so designated, the amended complaint attributes every disputed action, from the November 2022 charter amendment to the refusal to seat newly elected regents in 2023, to the group as a whole rather than requiring proof of what each individual regent personally did. The complaint repeatedly uses the phrase “by and through the affirmative acts of the Regent Defendants” to describe the board’s most consequential moves, effectively binding the twelve together for purposes of liability.

Amended complaints are typically filed to correct deficiencies, add newly discovered facts, or bring in parties whose identities or roles were not fully known when the case began. Here, rather than pursuing the university alone, LCMS now names every regent it says personally cast a vote to unmoor Concordia from the Synod’s constitution, bylaws, and doctrine. It seeks to hold each of them personally liable, jointly and severally for the full value of the university, pegged at $111,147,678.

The roots of the dispute run deep into the history of Texas Lutheranism. The Synod began exploring the establishment of a college in the Austin area in 1923, ultimately founding what was then called Lutheran Concordia College of Texas in 1926. LCMS says it purchased the original campus property near the University of Texas, funded construction of the school’s buildings, and helped stock its library. Those were the first in a long line of investments sustaining the institution for nearly 100 years.

CTX was formally incorporated under Texas law around 1950, with its founding charter directing that the institution’s affairs be “controlled by a board of trustees to be elected in accordance with the Rules and Regulations” of the Synod. For decades, the complaint alleges, that arrangement held. CTX sent delegates to Synod conventions, participated in the Concordia University System, and accepted regents chosen through Synod-controlled elections, some by the national convention, some by the Texas District of the Synod, and one appointed by the Synod’s top leadership.

That arrangement, LCMS says, began to unravel in May 2022, when the CTX Board of Regents amended the university’s charter to align its stated purpose with federal nonprofit tax law, That change was a preparatory step, made without seeking prior approval from the Synod’s Commission on Constitutional Matters (CCM), as required under Synod bylaws. The complaint also notes that around this time, CTX pursued its own independent tax-exempt status, dropped its participation in Synod-affiliated financing and insurance programs, and began distancing itself administratively from the broader church body.

The central event in the lawsuit occurred on November 8, 2022, when the CTX Board of Regents amended three foundational governing documents: the university’s charter, its bylaws, and its board policy manual. These amendments replaced language requiring CTX to operate “subject to” the Synod’s constitution, bylaws, and doctrine with language stating merely that the university would remain “aligned with” the Synod.

Under the new provisions,

• Article II, Purposes: “[T]he corporation is dedicated to the support and maintenance of an educational institution of higher learning that is aligned with, but not subject to the authority of or governance by, The Lutheran Church – Missouri Synod.”
• Article V, Board: “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.”

The amended bylaws also changed how future regents would be selected: rather than following the Synod’s election and appointment procedures, the board arrogated to itself a pretended power to fill all future vacancies by internal majority vote, i.e., a self-perpetuating board.

The practical consequences became apparent within a year. When Synod delegates elected new CTX regents at their August 2023 convention, the university’s board refused to seat them. In an August 2023 letter cited in the complaint, CTX board chairman Bannwolf informed the newly elected regents that the university’s revised governing documents made the CTX board “the sole-governing body of the institution” and that “persons elected or appointed elsewhere,” meaning by the Synod, could not be recognized as board members.

Before turning to civil court, LCMS pursued the matter through the Synod’s own ecclesiastical machinery. The Synod’s Board of Directors submitted ten formal questions to the Commission on Constitutional Matters, the body charged with interpreting Synod governing documents. In March 2023, after CTX reportedly declined an invitation to respond, the CCM issued an opinion concluding that the university’s 2022 amendments violated Synod bylaws, were made without proper authority, and were therefore null and void. The commission further found that the regents who approved the changes had violated fiduciary duties owed to the Synod.

That opinion was subsequently ratified by delegates at the Synod’s national convention in August 2023 through a resolution demanding that CTX “submit to the governance of the Synod as laid out in its Constitution and Bylaws.”

The complaint advances six distinct causes of action. The first seeks a declaratory judgment establishing that the university’s governing documents, as they existed before the 2022 amendments, remain the controlling framework, effectively asking the court to unwind two years of governance changes and restore the Synod’s rights to elect and remove regents, oversee theological instruction, and hold a reversionary interest in university property.

The second count alleges breach of contract, framed around the theory that a corporation’s governing documents constitute a binding agreement between the institution and its members, in this case, LCMS.

A third count offers promissory estoppel as an alternative theory, should the court find no enforceable contract existed, arguing that LCMS relied for decades on CTX’s repeated promises of fidelity to Synod governance, including a 1950 arrangement in which university property was deeded to CTX “in trust” for the Synod’s benefit.

The fourth count alleges breach of fiduciary duty against both the university and the individually named regents, invoking a 2022 Texas Supreme Court case, In re Estate of Poe, for the proposition that fiduciaries owe duties of obedience, loyalty, and care. Note well, that duty is not merely to the university corporation but to its parent, The LCMS.

The fifth count accuses CTX and President Christian of violating the Texas Business Organizations Code, specifically pointing to a certificate of amendment filed with the Texas Secretary of State that stated the 2022 changes had been “approved in the manner required” by law and by CTX’s governing documents, a statement LCMS calls knowingly false given the absence of required Synod approval.

The sixth and final count accuses Christian individually of tortious interference with the LCMS-CTX contractual relationship, alleging he orchestrated the board’s break from the Synod despite public statements suggesting otherwise.

LCMS is asking the court, first and foremost, for declaratory relief restoring the pre-2022 status quo. Should that fail, the complaint asks for specific performance forcing CTX to comply with its historic governing structure, or, in the alternative, for damages of at least $111,147,678, a figure drawn from the university’s net assets as of its most recent available financial statement, for the period ending June 30, 2022.