# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_February 3 2025_S6
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

endured) and requires exercise of great care. Synod in convention, should it find a decision unwise, could
later reverse it, possibly at great expense. It is nonetheless a possibility—within the domain of constitutional
activities—with which the Board of Directors has been entrusted.
Question 2:
Is provision of property casualty coverage as described an activity within the Bylaw charge
of CPS, or can it be assigned to CPS by the Synod Board of Directors in a manner consistent with the
Constitution, Bylaws, and resolutions of the Synod?
Opinion:
Bylaws 3.7.1.1–2 describe the Bylaw charge of CPS in two parts. Under the first, it is
assigned to be trust manager for the trusts of the Concordia Plans. Under the second, it is assigned
responsibility for “managing other ancillary programs, including various supplemental insurance and
administration services and the Support Program.” CPS has suggested that the proposed service (and
associated subagency) would fall under this “ancillary program” provision. The commission notes that this
pursuit, however, is not ancillary to worker benefits, which is the natural domain (Bylaw 3.7.1.1) of CPS,
to which such program would naturally be expected to be “ancillary” (“providing necessary support to the
primary activities or operation of an organization, institution, industry, or system,” Oxford Languages;
“Aiding; auxiliary; attendant upon; subordinate; a proceeding attendant upon or which aids another
proceeding considered as principal,” Black’s Law Dictionary). A Medicare supplement program, for
example, might be understood naturally to fall within the scope of such ancillary services for an
organization primarily charged with worker benefits; a property casualty insurance program—dealing with
property rather than with workers—less naturally so.
The commission finds the proposed activity—while within the scope of “constructively constitutional”
activities possible for Synod to engage in—not to be within the predefined, Bylaw scope of any existing
agency or entity. In considering whether or how this activity might be assigned to Concordia Plan Services
or an agency thereof, the commission first addresses a series of general possibilities for how such an activity
could come to be undertaken (while neither expressing any judgment about the practicality or advisability
of any given approach, nor claiming this list to be exhaustive):
The Synod in convention, as “the legislative assembly that ultimately legislates policy, program, and
financial direction to carry on the Synod’s work on behalf of and in support of the member congregations”
(Bylaw 1.4.1) could:
•

amend bylaws to assign the activity to an existing or new (Bylaw 3.6.1.1) synodwide corporate
entity; or

•

direct or request the initiation of, or formation of an agency for, this activity by corporate Synod.

The Synod Board of Directors, which possesses the authority to enter into and to delegate to an agency of
Synod constitutionally permissible business, property, and legal endeavors not delegated by the
Constitution and Bylaws to others (Const. Art. XI E 2; Bylaws 1.4.4, 3.3.4.4; Art. of Inc. II g and V), could:
•

within the auspices of corporate Synod, initiate the activity; or

•

follow the process described in Bylaw 3.6.1.1 (and requirements of Bylaws 3.6.1–3.6.1.9) for
formation of a synodwide corporate entity for this purpose, concurrently developing and proposing
to the subsequent convention appropriate bylaws for its governance; or

•

cause or authorize to be formed a new agency that is not a synodwide corporate entity (Bylaw 1.2.1
[a], subject to the elements of 1981 Res. 5-09 withstanding 2016 Res. 9-02A) to further this
objective. This agency could be under the auspices of corporate Synod or of a parent agency whose
bylaw purpose is sufficiently broad to accept it.

Specifically, can the Synod Board of Directors authorize CPS to establish a subagency to undertake this
activity? As noted prior, this activity is not natively within the charge of CPS, which relates to worker
benefit plans. However, neither is the activity assigned to any other agency of Synod. It remains to the
CCM Minutes – February 3, 2025 – Page 63