California Lutheran University is a nonprofit organization represented by a Board of Regents. The Board includes Faculty and Student Regents that have the ability to vote during board meetings. However, this October could change whether faculty and student regents will retain voting rights based on this year’s Convocation meeting.

Ryan Medders, associate professor and current Faculty Regent, said during an interview that it is “very unusual to have, at private institutions, voting directors or voting regents that are students or faculty.”

Over two-thirds of the board passed a motion to approve the revised bylaws in May. The most discussed revision was the removal of faculty and student regent votes, Medders said. 

Medders said that almost two weeks prior to the hearing in May, the faculty Senate was informed of the changes to the bylaws and passed a non-binding resolution in favor of retaining the faculty vote which was overwhelmingly supported by faculty. 

The Faculty Assembly, which consists of all full-time and part-time faculty, was later informed of the bylaw changes as well. Medders proposed a resolution to keep the faculty and student regent vote, which passed in May of this year. 

Both resolutions were proposed to the Board of Regents to consider prior to the vote, but the motion to remove the faculty and regent votes was still approved. 

According to the Cal Lutheran website under ‘Mission and Identity’, the convocation is the university’s shareholders from the Evangelical Lutheran Church of America (ELAC), as well as some students and faculty. 

Medders said that the convocators can collectively approve or reject the board’s motions, as well as sell the institution, terminate the school, conduct mergers and determine new board members. Most other actions taken to improve the school are completed by the board. “They (the convocation) can vote on things, but it’s the board that actually runs everything,” Medders said. 

The convocation will meet to decide on the revision of the bylaws this month. If approved, this will be the final decision as another bylaw revision is to remove the convocation’s ability to approve any future bylaw revisions. This allows the convocation to focus on approving the board’s motions that are more mission-based, and align with the ELAC’s “Lutheran higher education values, which is about faith and reason and questioning things from various perspectives, and educating everyone regardless of their faith or atheism” Medders said. 

In an email interview, President Lori Varlotta said that revised voting rights of these two regents were proposed to better align with higher education practices, follow the state’s corporate codes that guide nonprofit organizations, adhere to WASC’s expectations and alleviate risk of any legal exposure or vulnerability.

“One of the bylaw areas that the three firms uniformly cited as problematic was the one that pertains to the faculty and student regent role. In their expert opinion, the role of the faculty and student regent is one that is likely to foster—by configuration not by the incumbent’s intention—’divided loyalty’,” Varlotta said. 

Medders explained that the biggest concern consultants Cathy Trower and Heidi Short, as well as other firms and lawyers felt, is that students and faculty are not able to fully participate in due-diligence to their duties as regents. The legal opinion by these three firms, which President Varlotta accredited as highly respectable, looked to ensure four main values in the revised bylaws. 

Medders explained that in place of the faculty and students positions to be removed, four new positions will be added as “representatives.” This will allow undergraduate, graduate, faculty and staff representatives to speak freely with the board in each of their meetings from the perspective of their constituents. 

For any current regent, this is not possible “as a fiduciary that stands unified behind the decision made by a majority of regents at a duly-held meeting at which a quorum was present as caughtified in our bylaws,” Medders said. What this means is that every board members must support each decisions that the board of regents has made.

Varlotta said that there is support for adding staff representation on the board, which previously had never been offered, though it would still be in a non-voting capacity. 

“From a legal, accreditation, and best practice perspective, I think it makes very good sense. From an individual faculty or student regent perspective, it is a difficult decision to accept,” Varlotta said. 

In a prior email interview with ‘The Echo’ on May 4, 2021, Varlotta said that consultants hired by the university had suggested removing both faculty and student regent votes.

“Neither I, as president, nor most of the regents thought that the removal of seats made sense for Cal Lutheran. All of us—cabinet and regents—wanted to be sure we preserved faculty and student presence, voice, and advocacy,” Varlotta said in the May 4 article.

Associated Students of California Lutheran University Government (ASCLUG) President Josh Gatison explained in an interview that many students are unaware of the changes occurring within our organization, but he believes it deserves more awareness amongst students. 

“We are the customers of this university, this organization, this business, and every decision that is made will come back down to us in one way or another,” Gatison said. 

Gatison said in the interview that ASCLUG members have their concerns with the decision as well. 

“We feel that having a vote, having that voice and presence there not only is crucial but is needed for students to have a safe process here at CLU, knowing that their voices are heard, they are accurately represented and they don’t have anything to worry about,” Gatison said.