It takes a sharp ear to detect that the individuals gathered around the Luther Seminary board table are in fact members of two governing bodies—the seminary board of directors and the foundation board of trustees. Although distinct and separate in their official functions—one responsible for policy, oversight, support, and advocacy of the school, and the other primarily for fund-raising—the two boards are one in purpose.

At the end of the day, it’s all about mission: the important work of educating “leaders for Christian communities, called and sent by the Holy Spirit, to witness to salvation through Jesus Christ, to serve in God’s world.” As trustee John Steel urged in his devotional at a recent meeting, “Think of us in this way: as servants of Christ and stewards of God’s mysteries.”

See documents describing board procedures for the Luther Seminary Board of Directors and the Luther Seminary Foundation.

Also, learn more about the In Trust Governance Audit mentioned in this article.

Luther Seminary’s tale of two boards began in December 1987 when Arley Bjella, recently retired chair of Lutheran Brotherhood, stopped by President David Tiede’s office with a word of warning. A seasoned observer of denominational life, Bjella anticipated that the coming merger of three Lutheran bodies would result in an immediate downturn in financial support for all ministries of the new church. In his words, “the seminaries were too important to be put at risk.” Then Bjella asked how he could help.

Just six months into the job and a novice fundraiser, Tiede wasn’t quite sure what to make of the warning, but he knew enough to accept Bjella’s offer of assistance. Over the next few years, the two men set about recruiting a network of people with the financial resources and faith commitments necessary to secure Luther’s future. Direct contact with moneyed individuals was new for the school, but the happy combination of Bjella’s reputation within the local Lutheran community and Tiede’s winsome telling of the seminary’s story attracted a significant group of influential new friends.

And none too soon.

In the year following creation of the Evangelical Lutheran Church in America (ELCA), Luther faced a severe operating deficit, due in part to the decline in denominational support that Bjella had predicted. Adding to the seminary’s money woes, newly mandated distributional requirements for how members were to be recruited to the boards of the eight ELCA seminaries resulted in a Board of Directors that was not prepared to address financial issues. The school clearly needed a structure for attracting people with experience in fund-raising and money management, and so the idea of the Luther Seminary Foundation was born.

In Praise of Boundaries 
Introducing a “money board” into a school’s governance structure is a delicate matter, and once again, Arley Bjella came to the aid of the seminary. On his advice, the foundation was structured as subordinate to the board of directors. Decisions by trustees are subject to ratification by the directors; and built-in safeguards, such as overlapping membership and approval of trustee appointments by the directors, insure that the foundation doesn’t veer off course. In Tiede’s words, “We’ve kept a strong boundary around the foundation.”

New trustees are aware of the ground rules coming in, and the limited authority granted to them hasn’t discouraged participation. Over the years, very few invitations to trustee service have been declined, and most trustees continue their service through the three full terms allowed by the foundation bylaws. “That the trustees have never fussed about governance is a testimony to their commitment to the mission of the seminary,” Tiede stated.

For their part, the directors have responded to the spirit of the trustees. “We each bring a different expertise to our service,” Susan Jenkins, chair-elect of the seminary board of directors, said. “The ways in which the two boards are organized help maximize the gifts of all members.” Kathy Hansen, vice president for seminary relations and executive director of the foundation, added, “A wonderful history of mutual trust and respect—an incredible shared hope for the future of Luther Seminary—has been built up over the years.”

A Delicate Balance 
As the foundation began to take shape, Tiede recognized that the two boards needed to develop together. However, the distributional requirements mandated by the ELCA made it difficult to match the strength of Luther’s board of directors with that of the trustees. Foundation leaders were free to recruit for specific skills and expertise, while the composition of the board of directors depended upon appointments by geographically dispersed synods with limited exposure to the issues facing the seminary. Without at least some say by the seminary in the selection of directors, it would be difficult to maintain a balance of power between the foundation board and the board of directors.

In 1991, Tiede spearheaded a system-wide review of how directors made their way onto the boards of ELCA seminaries. Aided by a grant from Lilly Endowment, the presidents of the eight seminaries worked with staff from the church’s Division for Ministry and the ELCA Conference of Bishops in developing “Guidelines for Cooperation in the Nomination of ELCA Seminary Board Members” which continues in use. Through the process, the schools were given the go ahead to “develop lists of prospective nominees who can meet the required range of representation and competencies” needed in order “to serve the church’s mission.”

Today, the profile of the “ideal” member for either of Luther’s two boards is remarkably similar. Topping the list is the person’s heart for the mission of the school. At Luther Seminary, board service is viewed as a call, and this applies to directors and trustees alike. Further, the school seeks persons whose gifts, wisdom, resources and commitments will advance the purposes of the seminary. As Jonathan Strandjord, director for theological education with the ELCA’s Division for Ministry, stated, that’s what the church wants for its seminaries. “We are interested in maintaining the churchly character of the seminaries and we’re also concerned that the schools put together the leadership teams needed to raise resources. Luther has succeeded with both,” he said.

There’s a friendly division of labor between the directors and trustees, with the two boards challenging each other to their best service. “Involving trustees in discussions with the board of directors has given us all a greater appreciation of the complexities of the governance issues we face,” Jenkins said. To this, Strandjord added, “Luther’s model puts the major planning team (the board of directors) and the major funding team (the foundation) together right from the beginning. It invites everybody into the dance rather than asking the president to run between rooms.”

Outside the Usual Governance Box
In the beginning, expectations of the trustees were narrowly defined. They would be the money people, the individuals whose personal finances and networks could help make up for the sharp drop in church subsidies for theological education. And so they have been.

Over the past fourteen years, the trustees have led the way in three campaigns for Luther Seminary. The first campaign exceeded the $21 million goal. The second campaign netted more than $72 million for Luther’s current and future programs. The seminary’s ongoing Called and Sent Campaign is well on the way to the $96.7 million goal. Directors, for whom the idea of fund-raising was a far from pleasant thought, were relieved to pass the job off to the trustees. However, in time, board leadership recognized that limiting the trustees to “getting and giving” didn’t take fullest advantage of what these committed volunteers could contribute to the school. Worse yet, the one-dimensional view of the foundation ignored the real reason trustees were willing to give generously of their time and treasure.

“We worried that the trustees might lose their strong interest in the school unless we involved them more fully in the life of the seminary,” said Norman Jones, immediate past chair of the foundation board. “Early on, the fund-raising challenges were enough to keep us going, but eventually trustees wanted to feel more a part of the institution.” Similarly, Mark Knudson, chair of the seminary’s board of directors, explained, “We realized that if the foundation board was just about raising money and not involved in significant decision-making, they would kind of float along, not connected to what’s really happening with the school.”

To this point, Janet Anderson, incoming chair of the foundation board, identified the high point of her service as the opportunity to vote along with the board of directors on Luther’s strategic plan, Serving the Promise of Our Mission. “It was a moving thing to hear each director and trustee vote by stating aloud why he or she strongly endorsed the plan. The faith statements pronounced that day were deep and spoke volumes about what the seminary could achieve,” Anderson stated.

Four years ago, Tiede, Jones, Knudson, and Jim Jenson, the now retired executive director of the Luther Seminary Foundation, used the occasion of an In Trust Practicing Good Faith Governance Seminar to brainstorm ways to bring the two boards into closer interaction with each other. Over a 48-hour period, the quartet decided, among other things, to begin including trustees on seminary board committees and vice versa. Within two years of the In Trust seminar, the boards began meeting together in plenary sessions. The board chairs also decided to combine board development and assessment activities.

This has been a carefully orchestrated process, and at each step of the way, the directors have paid attention to “how they receive the power of the foundation board without overstepping the separation of formal powers,” Tiede explained. It also has been a lot of work. As Knudson and Jones cautioned, it’s no small thing to facilitate meetings of a close to 40-person group (the combined membership of the trustees and directors). “We put many hours of pre-work into thinking with the president about what issues will be discussed and how to manage the conversation,” Knudson stated.

Two Become (Almost) One
The good news is, all the hard work has paid off in a wonderfully rich volunteer experience for directors and trustees alike. At the January 2004 meeting of the two boards, they had the opportunity to see firsthand the benefit of working and learning together. Their common viewpoint on the state of the school showed up in the results of a governance audit completed by members of both boards and scored separately. Even the president and board chairs were surprised, pleasantly so, by the high level of congruence in the two reports. “The audit confirmed what we had been trying to achieve—a ‘shared vision,’in Peter Senge’s words. This was clear affirmation that what we’ve adopted is working,” Knudson stated.

Paul Dovre, vice chair of the seminary’s board of directors and the person charged with board education and assessment, noted that working with two boards hasn’t been a problem because “each board is clear about its responsibilities and also the responsibilities the two share in common (mission, quality, efficiency, and resource development). Everyone has a voice and a stake in each other’s agenda. We’ve cultivated a strategic and common way of doing our work.”

Looking Ahead
Significant change is underway within Luther’s boards. Norman Jones recently completed his term of service as chair of the foundation board, and Janet Anderson has stepped into the leadership role. This spring, Board Chair Mark Knudson will pass the gavel to Susan Jenkins. In preparation for the successions in leadership, this past fall a Luther team, this time composed of Tiede, Anderson, Jenkins, and Hansen, participated in a second In Trust seminar. And once again, the seminar provided the setting for planning, shared reflection and a safe place to talk through leadership issues and coming challenges for the seminary and its boards.

Despite the good progress they’ve made in integrating the work and vision of the seminary and foundation boards, no one at Luther is resting on his laurels. As Tiede noted, “We are taking care to bring the strength of each group to its roles. The development of the capital campaign was one test of the groups’ willingness and ability to work together. The trustees invited the directors to join them in this important effort. Now as the seminary prepares for our reaccreditation visit, this is primarily the work of the directors. The trustees must stand back a bit, but they’re very interested in the quality questions. Both boards have a place in all discussions.”

So the work of bringing together the best efforts of two boards in a common mission continues. In Jenkins words, “As soon as you say, ‘This is it, we’ve worked it out,’ you’re in big trouble. The issues facing the church, facing the school, are constantly changing. There’s always another challenge coming, and we want to be ready. This work is bigger than any of us. We’re just steering for a time.”

And as they steer, trustees and directors ask that we think of them in this way, as servants of Christ and stewards of God’s mysteries through Luther Seminary.

Advice on Establishing a Foundation
In between bites of dinner during a recent meeting of the Luther Seminary boards, Robert Torkelson, a Foundation trustee and chair of the Leadership Development Committee, shared the following thoughts about foundations. 

A foundation is not a quick fix for a struggling fund-raising program. It’s about establishing long-term relationships and providing a way for new friends to connect with the seminary. 

A foundation isn’t a cheap fix for an under-funded development effort. Right from the beginning, trustees pushed for a strong development office at Luther Seminary. The high-powered individuals you want on your foundation board are accustomed to quality staff support to back up their volunteer efforts. They’ll expect as much from your school. 

A foundation doesn’t let the seminary board off the hook for giving and getting. One of the first things the trustees said to the president was that every member of the seminary’s board of directors must make a gift to the school. Size of gifts wasn’t the question. It was (and is) about participation. 

An enthusiastic, well-connected volunteer is key to getting a foundation off the ground. David Tiede, as good as he is, probably couldn’t have done what Arley Bjella did. 

The president must be committed to fund-raising for a foundation to be successful. David sets the pace and defines the vision for the trustees’ work. He keeps us moving.

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