LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — February 6–7, 2026, Page 8

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Further, Synod’s bylaw regarding LCEF’s board of directors (adjusted, along with those of other entities,
in 1998 to include the convention-elected directors) states:
3.6.4.3

The board of directors for the Lutheran Church Extension Fund—Missouri Synod shall
consist of such number of directors as are specified in the bylaws of The Lutheran
Church Extension Fund—Missouri Synod. All voting members of the board of
directors of the Lutheran Church Extension Fund—Missouri Synod shall serve a
maximum of four three-year terms.
1. Three directors shall be elected by the Synod in convention and shall include
one ordained or commissioned minister and two laypersons.
2. The remaining voting directors shall be chosen by the members.
3. The representative designated by the Board of Directors of the Synod shall also
be a nonvoting member of the board.

The commission finds that Bylaw 3.6.1.3 (a)—which states that election is “as described in these
Bylaws”—requires that all limiting factors regarding the election of members to a synodwide corporate
entity governing board by the Synod convention must be stated in the Bylaws of the Synod. Bylaw 3.6.4.3
makes reference to the bylaws of LCEF only with regard to the total number of directors on the board and
not to any further requirements placed on the election of directors by the convention.
The commission therefore finds, consistent with the general line of reasoning of Op. 16-2800A (quoted
above), that for the requirement (namely, that no more than two directors be elected from any one district)
to be binding on the Synod in convention, it must be recorded in the Bylaws of the Synod—which it is not.
If the convention’s choices are to be limited, it must have adopted that limitation.
The convention can be asked to add the language to the Synod Bylaws, perhaps to Bylaw 3.6.4.3, and if it
does so, the provision would be operative from the time of adoption.
Question 2:

If the requirement is not binding on the Synod convention and the convention elects
directors such that more than the allowed number, in total, are from a given district, what
is to become of any appointed (that is, elected by the LCEF membership, not by the Synod
convention) member(s) from such a district?

Opinion 2:
The commission finds that LCEF Bylaw II 1, that “[n]o more than two elected Directors
can be from the same district of The Lutheran Church—Missouri Synod,” is—to the extent that it limits the
choice of the Synod in convention as to directors it elects—in conflict with Synod Bylaw 3.6.1.3 and
therefore inoperative for those directors only; the constitution and bylaws provide no basis to render it
inoperative for the appointed directors. This determination controls and supersedes.
The commission observes that corporate law will have to be consulted regarding the impact of this effective
change in the bylaws of LCEF on the service of midterm directors whose district membership and that of
those elected by the Synod in convention might conflict with the rule.
The commission further observes that a slight change in the wording of LCEF’s bylaw—if the desire is to
accommodate the convention’s current freedom while preventing conflict with current terms of existing
directors—might be helpful: “No directors can be elected by the membership from any district already
providing at least two elected directors.”
173. Completeness of Record in Bylaw 2.14.4.2 (a) Concurrence (25-3070)
A pastor of the Synod requested the commission’s opinion on the following three questions, occasioned by
the determination of a district president not to suspend on the basis of a formal written accusation, filed
under Bylaw section 2.14, in a matter of doctrine and practice. The President of the Synod had concurred
in the determination of the district president not to suspend, as provided for in Bylaw 2.14.4.2 (a).

CCM Minutes – February 6–7, 2026 – Page 142