LCMS Convention Workbook St. Louis, Missouri — 2026, Page 180

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OFFICER, BOARD, AND COMMISSION REPORTS

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requires exercise of great care. Synod in convention, should it find
a decision unwise, could later reverse it, possibly at great expense.
It is nonetheless a possibility—within the domain of constitutional
activities—with which the Board of Directors has been entrusted.
Question 2:

Is provision of property casualty coverage as described an activity within the Bylaw charge of CPS,
or can it be assigned to CPS by the Synod Board of
Directors in a manner consistent with the Constitution, Bylaws, and resolutions of the Synod?

Opinion: Bylaws 3.7.1.1–2 describe the Bylaw charge of CPS in
two parts. Under the first, it is assigned to be trust manager for the
trusts of the Concordia Plans. Under the second, it is assigned responsibility for “managing other ancillary programs, including various supplemental insurance and administration services programs
and the Support Program.” CPS has suggested that the proposed
service (and associated subagency) would fall under this “ancillary
program” provision. The commission notes that this pursuit, however, is not ancillary to worker benefits, which is the natural domain
(Bylaw 3.7.1.1) of CPS, to which such program would naturally be
expected to be “ancillary” (“providing necessary support to the primary activities or operation of an organization, institution, industry,
or system,” Oxford Languages; “aiding; auxiliary; attendant upon;
subordinate; a proceeding attendant upon or which aids another
proceeding considered as principal,” Black’s Law Dictionary). A
Medicare supplement program, for example, might be understood
naturally to fall within the scope of such ancillary services for an
organization primarily charged with worker benefits; a property casualty insurance program—dealing with property rather than with
workers—less naturally so.
The commission finds the proposed activity—while within the
scope of “constructively constitutional” activities possible for Synod to engage in—not to be within the predefined, Bylaw scope of
any existing agency or entity. In considering whether or how this
activity might be assigned to CPS or an agency thereof, the commission first addresses a series of general possibilities for how such
an activity could come to be undertaken (while neither expressing
any judgment about the practicality or advisability of any given
approach, nor claiming this list to be exhaustive):
The Synod in convention, as “the legislative assembly that ultimately legislates policy, program, and financial direction to carry
on the Synod’s work on behalf of and in support of the member
congregations” (Bylaw 1.4.1) could:
•

amend bylaws to assign the activity to an existing or new
(Bylaw 3.6.1.1) synodwide corporate entity; or

•

direct or request the initiation of, or formation of an agency
for, this activity by corporate Synod.

The Synod Board of Directors, which possesses the authority to
enter into and to delegate to an agency of Synod constitutionally
permissible business, property, and legal endeavors not delegated
by the Constitution and Bylaws to others (Const. Art. XI E 2; Bylaws 1.4.4, 3.3.4.4; AOI II [g] and V), could:
•

within the auspices of corporate Synod, initiate the activity;
or

•

follow the process described in Bylaw 3.6.1.1 (and requirements of Bylaws 3.6.1–3.6.1.9) for formation of a synodwide corporate entity for this purpose, concurrently developing and proposing to the subsequent convention appropriate
bylaws for its governance; or

2026 Convention Workbook

•

cause or authorize to be formed a new agency that is not a
synodwide corporate entity (Bylaw 1.2.1 [a], subject to the
elements of 1981 Res. 5-09 withstanding 2016 Res. 9-02A)
to further this objective. This agency could be under the auspices of corporate Synod or of a parent agency whose bylaw
purpose is sufficiently broad to accept it.

Specifically, can the Synod Board of Directors authorize CPS to
establish a subagency to undertake this activity? As noted prior,
this activity is not natively within the charge of CPS, which relates
to worker benefit plans. However, neither is the activity assigned to
any other agency of Synod. It remains to the Board of Directors—
should it find, in its general management of the business and legal
affairs of the Synod, that this activity would be appropriate for the
Synod to undertake—either to carry it out, or to delegate it to a
suitable existing or new agency.
Bylaws constrain the operating domain of synodwide corporate entities more closely than they do those of other agencies. Bylaw 3.6.1
provides that synodwide corporate entities have “purpose, function,
and assigned areas of responsibility … set forth in [the Synod] Bylaws” (emphasis added). CPS, importantly, is not a synodwide corporate entity but the manager of the synodwide trust entities known
as the Concordia Plans. It relies on Bylaw 3.6.1.5 for appointment
of its chief executive but not otherwise on Bylaw 3.6.1, treating of
synodwide corporate entities. It thus falls under the bylaw treating
of assignment of responsibility to agencies in general, Bylaw 1.4.5,
which reads, “All agencies that serve the Synod at the national or
district level in a specific area of ministry shall administer their
assigned area of responsibility as provided or authorized by the
Constitution and applicable bylaws or as assigned by the respective convention.” CPS’s area of native responsibility is assigned
by Bylaws 3.7.1.1–2, the latter indicating an openness to certain
“other ancillary programs, including various supplemental insurance and administration services programs.” As the commission
noted earlier, it does not understand this activity to fall under that
provision. However, as an agency (and not a synodwide corporate
entity), CPS may receive areas of work not only as provided in the
Constitution and Bylaws but also as authorized by these documents
(Bylaw 1.4.5).
As noted earlier, the commission understands the proposed activity
to be within the scope of activities possible for Synod to engage in,
but not to be within the predefined, Bylaw scope of any existing
agency or entity. The Constitution and Bylaws of the Synod (Const.
Art. XI E 2; Bylaws 1.4.4, 3.3.4.4) authorize the Board of Directors
of the Synod to delegate this work to an agency. The commission
finds no reason to conclude that the Board of Directors would not
be able to delegate it, rather than to an agency of corporate Synod,
to an agency of CPS.10
Should this route be pursued, the commission requests for its prior
review and approval, under Bylaw 3.9.2.2.3, the new or amended
governing documents of any agency undertaking the contemplated
activity so that it can concretely carry out its responsibility to review such for consistency with the Constitution, Bylaws, and resolutions of the Synod. As explained above, these documents would
need to be accompanied by the resolution of the Synod Board of
Directors determining that this activity is to be entered into on behalf of the Synod and assigning it to the given (proposed) agency
(subagency). Apart from clarifying direction of the convention itself, which is itself subject to constitutional limits, only with this
authorization by the Synod Board of Directors can the commission