LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — February 3, 2025, Page 7

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Board of Directors—should it find, in its general management of the business and legal affairs of the Synod,
that this activity would be appropriate for Synod to undertake—either to carry it out, or to delegate it to an
suitable existing or new agency.
Bylaws constrain the operating domain of synodwide corporate entities more closely than they do those of
other agencies. Bylaw 3.6.1 provides that synodwide corporate entities have “purpose, function, and
assigned areas of responsibility [] set forth in [the Synod] Bylaws.” CPS, importantly, is not a synodwide
corporate entity but the manager of the synodwide trust entities known as the Concordia Plans. It relies on
Bylaw 3.6.1.5 for appointment of its chief executive but not otherwise on Bylaw subsection 3.6.1, treating
of synodwide corporate entities. It thus falls under the bylaw treating of assignment of responsibility to
agencies in general, Bylaw 1.4.5, which reads, “All agencies that serve the Synod at the national or district
level in a specific area of ministry shall administer their assigned area of responsibility as provided or
authorized by the Constitution and applicable bylaws or as assigned by the respective convention.” CPS’
area of native responsibility is assigned by Bylaws 3.7.1.1–2, the latter indicating an openness to certain
“other ancillary programs, including various supplemental insurance and administration services
programs.” As the commission noted earlier, it does not understand this activity to fall under that provision.
However, as an agency (and not a synodwide corporate entity), CPS may receive areas of work not only as
provided in the Constitution and Bylaws but also as authorized by these documents (Bylaw 1.4.5).
As noted earlier, the commission understands the proposed activity to be within the scope of activities
possible for Synod to engage in, but not to be within the predefined, Bylaw scope of any existing agency
or entity. The Constitution and Bylaws of the Synod (Const. Art. XI E 2; Bylaws 1.4.4, 3.3.4.4) authorize
the Board of Directors of the Synod to delegate this work to an agency. The commission finds no reason to
conclude that the Board of Directors would not be able to delegate it, rather than to an agency of corporate
Synod, to an agency of CPS. 10
Should this route be pursued, the commission requests for its prior review and approval, under Bylaw
3.9.2.2.3, the new or amended governing documents of any agency undertaking the contemplated activity
so that it can concretely carry out its responsibility to review such for consistency with the Constitution,
Bylaws, and resolutions of the Synod. As explained above, these documents would need to be accompanied
by the resolution of the Synod Board of Directors determining that this activity is to be entered into on
behalf of the Synod and assigning it to the given (proposed) agency (subagency). Apart from clarifying
direction of the convention itself, which is itself subject to constitutional limits, only with this authorization
by the Synod Board of Directors can the commission finally approve initiation of this activity and creation
of any related corporate form as constitutionally permissible.
Concluding remarks and recommendations: Concordia Plan Services’ Articles of Incorporation list as the
“principal purpose and function the administration of the pension, retirement, health, and other employee
benefit plans (hereinafter, the ‘Plans’) established by the Synod in accordance with the terms of such
Plans…” The control by CPS of an activity outside this principal purpose and function will presumably
necessitate changes to these governing documents, as well. (Compare Articles of Incorporation of the CPS
Ancillary Program Agency, as reviewed in Op. 15-2773.)
The commission suggests, asking that this opinion be shared with the Board of Directors, that if the Board
determines to undertake this activity and to assign it to CPS or a subagency thereof, it would be best for the
Synod Bylaw description of the work of CPS to be amended by the next convention to include this new
activity, even if already entered into. Review of proposed bylaws would be welcomed concomitant with
that of the other documents governing the activity and potential subagency.
While Bylaws 3.7.1.1–2 do not provide for this function, neither do they exclude delegation of new functions to
CPS or its subordinate agency by the Synod Board of Directors. Further, there is some analogy to the assignment of
this function, even if not exact, in the “administrative services” conceived under Bylaw 3.7.1.2 and the Board of
Directors’ general authority to establish limits for CPS’ administration of plans on behalf of the Synod (Bylaw 3.7.1.4).
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CCM Minutes – February 3, 2025 – Page 64