LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — September 8, 2026, Page 2

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(b) Dissolution language requirement satisfied by ARTICLE SIXTH.
(c) Membership language requirement satisfied by ARTICLE EIGHTH.
(d) Property of Synod language waived by Synod Bylaw 1.2.1 (r) exclusion of LCEF assets.
(e) Minutes and Financials language is included in Bylaw Article V 3–4, but in terms of a synopsis of
minutes being filed and a full set being provided upon request; Bylaw 1.5.2.4 (e) indicates that the
minutes and quarterly and audited financials are to be promptly furnished, which to the commission
suggests that no request should be required for the full minutes or for the quarterly and audited
financials, but that these should be made regularly available.
The language is also not incorporated in “the most fundamental document,” namely the articles,
but the commission finds, on the basis of practical considerations (namely, that such inclusion
seems to offer no additional security, amendment of the bylaws being covered by other provisions
in the recorded articles, and that minutes are not a typical subject of articles of incorporation) that
this topic may be treated in the Bylaws as the most fundamental document appropriate to it. (See
closing paragraph of Bylaw 1.5.2.4, which allows consideration of such “practical constraints.”)
(f) Amendment Notice language is not fully present, in particular, the sixty-day advance notice
required.
(g) Amendment Approval language requirement is satisfied, with regard to the articles, by ARTICLE
NINTH. With regard to the bylaws, Bylaw Article VI provides the required language but not in the
“most fundamental document possible.” The articles treat of development of bylaws, though not
explicitly of their amendment; this language the commission finds needs to be included in “the
most fundamental document possible,” namely, the articles.
(h) Amendment Voiding language related to notice and approval is not present, but should be included
in the articles.
The commission also notes:
•

Articles, ARTICLE EIGHTH: The commission notes that the LCEF articles direct the district
members to be “selected by the Board of Directors, or other appropriate board or committee, of that
District,” while the Synod Bylaws state simply that they are “representatives of participating
districts.” The commission understands the historical origin of this practice, as reflecting the
transfer of district business into LCEF, but suggests that over time it may be well to incorporate
some corresponding language into Synod Bylaws, if it is not simply to be left to the district how to
select these representatives (e.g., could a district decide to elect them at convention, if it so
desired?). The same might be said of the “Any fraction derived by application of the formula shall
be disregarded” of subparagraph (c), which language is not present in Bylaw 3.6.4.2.1, but, as noted
in Op. 23-3024, is “semi-original,” dating to the implementation of the 1979 structure in 1981
LCEF articles. Corresponding language might well be incorporated into the Synod Bylaw.

•

Bylaws, Article II, Section 6: Synod Bylaw 1.5.2.5.3 fixes the board meeting at which officer
elections shall occur as the “initial meeting after members take office”; this may be presumed but
is not stated.
The commission also notes the existence of at least an executive committee and notes Synod
Bylaws 1.5.2.5.4–6 as relevant to the operation of such and of any other committees utilized by the
board.

•

Agencies are advised to take note of 2026 changes to the Synod’s conflict-of-interest policy, now
embodied in Bylaws 1.5.2.9–1.5.2.9.1.

CCM Minutes – September 8, 2026 – Page 2