LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — July 17, 2025, Page 2

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distinguishing feature that the captive is able to dissolve and return assets consistent with the plan
(ARTICLE TWELVE) specifically approved by the Board of Directors, as authorized by Bylaw
1.5.3.6. This—taken together with the apparent understanding of the Board of Directors of the
consequences of initial capitalization—relieves the commission’s concerns relative to a
questionably “minimal” initial capitalization of the captive by CPS.
In the Bylaws, the commission offers the following clarifying suggestions, which are not areas of conflict
with the Constitution or Bylaws but, in some part, may be of some significance:
•

ARTICLE II G: The commission notes that the “[powers] reserved to the Synod” in ARTICLE III
would not in any case be “actions of the Member” and that the inclusion of the phrase “aside from
those reserved to the Synod” here may lead to questions as to whether the Synod [Board of
Directors] is able to act with regard to the Captive without a meeting (as would be allowed by
Missouri Law and its own policies). The commission recommends, for clarity, deleting “aside from
those reserved to the Synod,” as the approval (and/or initiation, as stated in ARTICLE III) of such
actions is not in any case an “action of the Member.”

•

ARTICLE IV B (a): Given the intentional ambiguity of ARTICLE III B, which says the Synod
may act through resolution either of its board or of its convention, it would be well to clarify here
that (as presumably intended) it is the Board of Directors of the Synod (as clarified with regard to
Synod’s representative in IV B c) that is the appointing authority.

•

ARTICLE IV B (c–d): The use of “A representative” may be preferable to “Such representative,”
which may imply to some a backward reference which does not exist.

•

ARTICLE IV I: While compliant with the present Synod Board of Directors Policy (to which the
captive is bound under Bylaw 1.5.3), it was noted that the explicit recitation of the policy in the
captive bylaws may lead to a need for changes if the policy is ever amended.

•

ARTICLE IV L: There seems to be no explanation of “Delegation” in this section titled “Power
and Delegation.” The paragraph would perhaps, for avoidance of confusion, be better titled
“Powers Vested.” Any delegation of board authority would have to comply with Synod Bylaws
1.5.3.2–4.

•

ARTICLE V A: In the sentences, “The Officers shall be elected by a majority vote of the Board of
Directors at its annual meeting and shall serve for one (1) year terms and until their successors are
elected and shall qualify. Officers may be elected for successive terms.” The commission suggests
deleting “and shall serve…” as redundant with paragraph C below and moving the sentence
beginning with “Officers may be elected…” to that paragraph.

•

ARTICLE V B: It is noted as unusual that the member appoints a replacement officer although the
board appoints the officers in the ordinary case. Perhaps this is an artifact of drafting; the
commission approves a change in B to allow the captive board to appoint in the case of a vacancy.
(The commission notes also as unusual that the member is able to assign duties to the President
under D but not to the Vice President or other officers in E, F, or G—perhaps another remnant of
member alongside board.)

•

ARTICLE VI A: While not aware of any limitations that may be provided for by Missouri statute,
the commission notes that the indemnification provision here appears to be practically without
bound; this provision might well note exclusions (e.g., gross negligence, willful misconduct, etc.,
and the director or officer’s advanced expenses in non-covered incidents).

•

ARTICLE VII: Here and elsewhere, it may be clearer to specify which board of directors is being
referred to, or otherwise to make a clearer distinction between the captive, member, and Synod
boards of directors.
CCM Minutes – July 17, 2025 – Page 97