LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — April 7, 2025, Page 2

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promoting strategic ministry planning and assisting in capital campaigns; and for other purposes approved
by its governing board and the Synod Board of Directors, which purposes shall be consistent with the
ministry and mission of the Synod” (Bylaw 3.6.4.4.1). The commission understands that the specifically
enumerated activities and any “other purposes approved by its governing board and the Synod Board of
Directors”—as these relate to property development—must be to develop facilities for “ministry, witness,
and outreach,” consistent with the general statement of purpose in Bylaw 3.6.4 (see also Op. 24-3043,
Background, Part C, “The ‘Constructive’ Constitutionality of Church Extension Work”). Admitting that
ministry property may have incidental commercial use (for example, a parking lot rented to a neighboring
office building during the week, or retired school facilities leased to Head Start), the commission finds such
a situation to be clearly distinguishable from investment or activity for the purpose of significant
commercial development, even if it in some sense is intended to support or facilitate space for ministry.
In such development, where the commercial aspect is not merely incidental to ministry but substantial and
significant, the benefit to “ministry, witness, and outreach” of LCEF assets or activity in support of this
aspect would be derivative, not direct. As such, this is not development contemplated in the bylaw-assigned
work of church extension.
Question 2:

In connection therewith, various special purpose entities (“SPEs”) may be created or
utilized to accommodate the various ownership and management interests of LCEF, the
LCMS-related entity, and third-party investors and property developers. If LCEF is the
sole or partial member of a SPE that functions in an ownership or investment role as
opposed to a development role, does that SPE need to meet all the requirements of an
“agency” under LCMS bylaws, resolutions and CCM opinions?

Question 3:

If LCEF either directly or through a SPE of which it is a member has a partial membership
interest (more likely a minority interest) in a SPE that has the primary development role of
a project (a “Development SPE”), does that Development SPE need to meet all the
requirements of an “agency” under LCMS bylaws, resolutions and CCM opinions
considering that other third-party stakeholders will also have an interest in that
Development SPE?

Opinion:
For purposes of answering these questions, we assume that the hypothetical development
project is one that satisfies the requirements set forth in our opinion on Question 1 above.
Regardless of what the ownership structure ultimately looks like, as set forth in our opinion 23-3005A (see
minutes of August 9–10, 2024, item 44), the new entity here would be, as an agency of LCEF and/or the
LCMS-related entity, an agency of the Synod. This is true regardless of how many levels there are between
LCEF and/or the LCMS-related entity and the ultimate property-owning entity. Starting with the entity that
LCEF and/or the LCMS-related entity are directly members of, that entity would be an agency of an agency,
which makes it an agency of the Synod as well. Were that entity a member of another entity, then that entity
would likewise be an agency of the Synod. This would continue down throughout the ownership chain until
it terminated with the property-owning entity, which would also be an agency of the Synod. Since all the
entities would be agencies of the Synod, the requirements related to agencies generally would apply to all
of the entities in such a development.
While not directly asked, it is important to note that one of the requirements of an agency that is created by
another agency is that the creating agency must be the sole member of the new agency (see 1981 Res. 507). All of the background provided by LCEF and even the questions asked all assume that there would be
structures that involve ownership by LCEF and/or the LCMS-related entity, on the one hand, and third
parties (whether developers or investors), on the other hand. Regardless of the level of the various
ownership interests, or the rights associated with the interests, the fact of having an entity that is not wholly
owned by an agency of the Synod would not be permissible.

CCM Minutes – April 7, 2025 – Page 88