LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — July 17, 2025, Page 1

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MINUTES
COMMISSION ON CONSTITUTIONAL MATTERS
Internet Conference Meeting (Zoom.us)
July 17, 2025
127. Opening Prayer and Adoption of Agenda
With all commission members present by internet conference, Chairman Peters called the meeting to order.
Following an opening responsive prayer, the commission proceeded with its previously distributed agenda,
as follows:
128. Concordia Plan Services Property and Casualty Insurance Captive, Articles and Bylaws (253065)
By an email and memorandum of June 18, the President of Concordia Plan Services submitted for the
commission’s review the drafted articles of incorporation and bylaws for a new subagency to be formed by
CPS to function as a captive insurance company (the concept having been treated in Op. 24-3043). In the
memorandum, it was noted that the Synod Board of Directors (BOD), in its meeting of May 23–24, 2025,
“[r]esolved that the BOD authorize CPS, upon final approval of the governing documents by the Committee
and CCM, to create the Captive agency to provide insurance and/or reinsurance to identified Entities, as
appropriate, subject to final approval by the BOD before the Captive may commence operations. ...” The
board’s resolution was also provided as an exhibit.
The BOD also addressed, as explained in its minutes and the accompanying memorandum, actual and
potential adjustments to the required Bylaw 1.5.3.6 relationship and asset disposition language. There exists
potential that regulators may require a deviation from the standard relationship language of Bylaw 1.5.3.6
(a), to include a sentence not presently before the commission in Article Eleven, namely, “Notwithstanding
the foregoing, in the event of a conflict between the Constitution, Bylaws and resolutions of the Synod and
the applicable Missouri laws, including but not limited to the Nonprofit Corporation Act and the Captive
Statute, the laws of the state of Missouri shall control.” Similarly, regulators may require, in Article Twelve,
additional or different language regarding the disposition of assets in a dissolution. The BOD has given
approval to the Article Twelve language as it stands and to the Article Eleven language as it stands or with
the noted deviation “if, in the ultimate opinion of Synod's legal counsel, it is necessary and not injurious to
Synod’s interests.” The commission reviews these documents in light of these BOD determinations. It
reviews the text before it and, in the alternative, as including the language from Article Eleven that may be
required by regulators and which the BOD is prepared to accept in case of legal necessity.
In the Articles, the commission notes:
•

ARTICLE SEVEN: The commission offered two observations: First, the inclusion of recognized
service organizations may imply a need for workout plans if status were to cease. Second, the
definition of the program as “insuring and/or reinsur[ing] risks” in general is broader than the scope
of “property and casualty insurance,” as the opinion is titled and as the instrument has been known
to date.

•

ARTICLE TEN (B): It was noted that funds that enter the captive are likely restricted to the captive
as long as the captive is operating. A question was raised in review (Op. 23-3005) with regard to
the Lutheran Extension Fund Canada Corporation, with regard to which Canadian law prevented
the return of assets to the sole member, reducing the customary freedom a sole member, as required
by 1981 Res. 5-07, would have. In the case of CanCorp, this was ultimately allowed, as CanCorp
was intended to receive only minimal funds from its sole member, receiving any further infusions
of capital as loans to be repaid. It is the commission’s presumption that aside from “minimal inputs
to facilitate basic operations” (Op. 23-3005), neither the member nor the Synod would be making
significant ongoing capital infusions to the Captive. The commission also notes the important
CCM Minutes – July 17, 2025 – Page 96