LCMS Convention Workbook St. Louis, Missouri — 2026, Page 163

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OFFICER, BOARD, AND COMMISSION REPORTS
Boards of Regents of all CUS Universities, Dr. Dean Wenthe, president of CUS, and Mr. Matthew Buesching (LCMS Counsel).
Before specifically addressing the questions submitted, the commission deems it necessary to provide as background a summary
overview of the pertinent sections of the Constitution and Bylaws
of the Synod pertaining to the Synod Board of Directors, agencies
of the Synod, and universities of the Synod, which apply to the
questions submitted.
Summary Overview of Pertinent Sections of the Constitution and
Bylaws Regarding the Synod Board of Directors, Agencies of the
Synod, and Universities
Synod Board of Directors
Constitution Article XI E 2 identifies the Synod Board of Directors
as “the legal representative and custodian of all the property of The
Lutheran Church—Missouri Synod, directly or by its delegation
of such authority to an agency of the Synod.” The Synod Board
of Directors exercises “supervision over all property and business
affairs” of the Synod “except in those areas where it has delegated such authority to an agency of the Synod or where the voting
members of the Synod through the adoption of bylaws or by other
convention action have assigned specific areas of responsibility to
separate corporate or trust entities,” and regarding these the Synod
Board of Directors has “general oversight responsibility as set forth
in the Bylaws.”
Bylaw 1.2.1 (r) in relevant part defines the property of the Synod as
“all assets, real or personal, tangible or intangible, whether situated
in the United States or elsewhere, titled or held in the name of corporate Synod, its nominee, or an agency of the Synod.”
The Synod Board of Directors is the “legal representative” of the
Synod and the “custodian of all property of the Synod.” It is responsible for “the general management and supervision of the business
affairs of the Synod, except to the extent that management authority
and duties have been delegated” to, here, an agency “by the Articles
of Incorporation, Constitution, Bylaws or resolutions of a convention of the Synod” (Bylaw 1.4.4). When authorized by the Bylaws,
an agency, to which this authority was delegated by this provision,
is entrusted with the management and business affairs of the Synod
“to the extent of its jurisdiction.”
Bylaw 3.3.4.3 assigns to the Synod Board of Directors the responsibility to provide for “review and coordination of the policies and
directives of the Synod authorized by the Constitution, Bylaws, and
resolutions of the Synod, evaluating plans and policies and communicating to the appropriate boards and commissions suggestions for
improvement. …”
Bylaw 3.3.4.4 gives the Synod Board of Directors responsibility
for the “general management of the business and legal affairs of
the Synod.” It is “authorized to take on behalf of the Synod any
action related to such business and legal affairs which has not been
expressly delegated by the Constitution, Bylaws, and resolutions of
the Synod to other officers or agencies of the Synod,” and to those it
has “general oversight.” Bylaw 3.3.4.7 designates the Synod Board
of Directors as the custodian of all property of the Synod as defined
in Bylaw 1.2.1 (r). However, it may delegate these powers to any
agency of the Synod that has direct supervisory responsibility of
that property.
Bylaw 3.3.4.10 authorizes the Synod Board of Directors to obtain
from any agency of the Synod all records and other information

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relative to the property of the Synod and to matters over which the
Board of Directors has general oversight.
Agencies
In the structure of the Synod an agency is defined in Bylaw 1.2.1
(a), which defines an agency as “an instrumentality other than a
congregation or corporate Synod … caused or authorized to be
formed” by the Synod in convention or by the Synod Board of Directors. A listing of agencies then follows, specifically including
every board and university of the Synod.
Bylaw 1.4.1 states that Synod’s delegate convention is “the legislative assembly” of the Synod, which alone “ultimately legislates
policy, program, and financial direction” for the work of the Synod. It “reserves to itself the right to give direction to all officers
and agencies of the Synod.” Unless explicitly indicated in the Bylaws, all officers and agencies are “accountable to the Synod for all
their actions.” Bylaw 1.4.3 states that “Officers of the Synod and
its agencies serve in accordance with duties assigned to them or
otherwise authorized by the Constitution and appropriate bylaws.”
Because agencies were caused or authorized by the Synod, are given direction by the Synod via its Constitution, Bylaws, and resolutions, and are accountable to the Synod, every agency is bound
by the Constitution, Bylaws, and resolutions of the Synod (Bylaw
1.4.5). An agency does not have authority to amend or alter the
Bylaws of the Synod or the applicability of the requirements of the
same to itself. Only a delegate convention of the Synod has authority to amend the Bylaws (Const. Art. XIV). Therefore, any action
taken by an agency which contradicts the Constitution, Bylaws, or
resolutions of the Synod is null and void, as is specifically stated
in CCM Op. 05-2439 (from Question 2): “any action or resolution
by any officer, board, commission, district, or other agency of the
Synod that is in violation of the Synod’s Constitution and Bylaws
is null and void.”
Bylaw 1.5.2 requires all members of boards or commissions of every agency to avoid conflicts of interest as described in the bylaw.
Bylaw 1.5.2 (b) states that all board members of an agency must
carry out their responsibilities “in a manner reflecting the highest
degree of integrity and honesty consistent with the Scriptures, the
Lutheran Confessions, the Constitution, Bylaws, and resolutions of
the Synod. …” Board members of an agency shall not enter into
activities that “may be detrimental to the interests of the Synod.”
Inappropriate activity, if it does not cease, is a cause for removal. Bylaw 1.5.2 (c) requires that prior to accepting a position, all
elected and appointed board members of an agency must sign a
statement that they have received, understand, and agree to abide
by this provision. Bylaw 1.5.7 describes the causes of and process
for removal from membership on a board or commission, with a
breach of fiduciary duty regarding responsibilities to the Synod or
agency included among the causes for removal.
Universities as Agencies of the Synod
The Constitution, Bylaws and resolutions of the Synod are directly
applicable and binding on all universities of the Synod, as agencies
of the Synod (Bylaw 1.2.1 [a]), and to the boards of regents governing them. The confessional position of the Synod as stated in Const.
Art. II, namely and without reservation, the Scriptures as the Word
of God and the Lutheran Confessions as a true and unadulterated
statement and exposition thereof, is applicable and binding on the
entire Synod, which includes all its agencies, as well as the individual and congregational members of the Synod. Const. Art. III lists
among objectives of the Synod the training of professional church
2026 Convention Workbook