# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_March 21 22 2025_S5
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

and 2016 Res. 9-02A [Op. 17-2862, 17-2862A, 18-2896] but that it is uncertain that these were filed with
the State of Wisconsin. The district is asked to forward, for the commission’s files, a clean copy of these
articles indicating their filing with the state.”
96. Lutheran Church Extension Fund Articles and Bylaws, Proposed (25-3050)
By an email of February, the President and CEO of the Lutheran Church Extension Fund (LCEF) forwarded
draft articles and bylaws for review, submitted in response to the commission’s prior review in Op. 24-3024
and revising the composition of the synodwide corporate entity’s board. The proposal was accompanied
with an implementation plan for transitioning the board to its new composition.
In its review, the commission identified:
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Art. of Inc. Article FOURTH: The language of Bylaw 3.6.4 is “outreach ofwithin [The Lutheran
Church—Missouri] Synod…” and the language of the article should be corrected to match.

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Article NINTH and Bylaw Article VI: The language regarding adoption of changes to articles
relating to objects and purposes, designation or members, or the procedure for amending governing
instruments, is similar to but not consistent with that of Bylaw 3.6.1.8 (c), which controls. That
bylaw requires a two-thirds affirmative vote, not of all members at large, but of those appointed by
the Board of Directors of the Synod. Presumably this would be in addition (along the lines of the
default model here set forth) to a two-thirds affirmative vote of all members.

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Bylaw Article II, Section 1 (and other sections referencing the number of elected or appointed
directors): LCEF has attempted to address the issue identified in Op. 24-3024, with regard to the
conflict of its present board composition with Bylaw 3.6.1.3 (a) (the “ratio problem”). The change
proposed would resolve the existing ratio problem but would also create a new conflict with Bylaw
3.6.4.3 [1], which states that three, and not four, directors are elected by the Synod in convention.
The commission cannot at this time approve the changes to Bylaw Article II, Section 1, stemming
from the adjustment of the number of convention-elected board members from three to four, as the
Synod’s Bylaw 3.6.4.3 [1] states this number as three. For such a change to be made, Synod Bylaw
3.6.4.3 [1] would have first to be amended accordingly, which will require such an action being
presented to the convention. Should this be done, and the convention adopt said action, given the
priority of Synod Bylaws under LCEF Art. of Inc. Article SEVENTH, the additional conventionelected member would be added forthwith to the LCEF board. The LCEF Bylaws would then need
to be brought into conformance on this point. The ratio problem thus remains to be addressed in a
fashion compatible with the Bylaws of the Synod.

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Bylaw Article II, Section 2, Subsection A: This subsection continues to indicate a number of
member-appointed directors reflecting the “ratio problem” defined above. With the understanding
that this problem remains to be addressed, the commission is allowing the changes to LCEF board
membership regulations (i.e., the de-regionalization and staggering of directors) in this subsection
to go forward at this time because such changes are neutral to the long-standing ratio problem.

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Bylaw Article II, Section 6 [d]: As a means of dealing with a temporary incapacity, this provision
is acceptable. With regard to “until a new President is elected by the Board,” however, it should be
explicit that a permanent incapacity resulting in a vacancy must be treated under Synod Bylaw
3.6.1.5 (a)(2). The commission also wonders how the first and second sentences are to be
reconciled. The whole provision may well deserve review.

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Bylaw Article III, Section 2: The commission questions whether this reflects current practice.

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Bylaw Article V, Section 2 (e): The language here is that of Bylaw 1.5.4 (f)(3), but narrower,
allowing the board to decline only if harm is intended specifically to LCEF. LCEF should be
replaced in both instances here with “Synod or one of its agencies, including LCEF.”
CCM Minutes – March 21–22, 2025 – Page 72