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LCMS Convention Workbook St. Louis, Missouri — 2026, Page 188

Scan: The Lutheran Church—Missouri Synod
Transcription machine transcription, uncorrected

OFFICER, BOARD, AND COMMISSION REPORTS

188

tities to have board members elected by the Synod in convention)
provide as follows (emphases added):
3.6.1.3 Each synodwide corporate entity shall have a governing
board.
(a) A minimum of one-third of the voting members of every
governing board shall be elected by the Synod in convention as described in these Bylaws.
(b) The names of the individual members of each of these
governing boards shall be reported annually in an official
periodical of the Synod.
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?

The commission finds that LCEF Bylaw II 1,
Opinion 2:
that “no 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 inoper2026 Convention Workbook

ative 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.”

Completeness of Record in Bylaw 2.14.4.2 (a)
Concurrence (25-3070)
Minutes of February 6–7, 2026
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).
In accordance with Bylaw 3.9.2.2 (b), input was requested from the
President of the Synod and the district presidents of the accuser and
the accused. In accordance with the principles of the Standard Operating Procedures Manual (SOPM) for said bylaw section, and out
of an abundance of caution for the possibility of resuming formal
process, background material provided was restated for the commission in a case-nonspecific manner.
Question 1:

Does the concurrence of the President of the Synod under Bylaw 2.14.4.2 (a) eliminate the accuser’s
right to appeal for action if the President did not receive or did not review the full written charges and
the record of the district president’s investigation, as
required by Bylaw 2.14.4.2?

Opinion: Bylaw 2.14.4.2 sets forth a procedure by which a district
president can, in a matter of doctrine and practice and where there
is a formal written accusation, obtain the advance concurrence of
the President of the Synod in his decision not to suspend an accused
member, so as to preclude a subsequent appeal (to the President of
the Synod) for action by the accuser (Bylaws 2.14.4.2 [a], 2.14.5
[a]). Where the responsible district president has determined not
to suspend, the district president has determined either that cause
does not exist or that admonition has proven not futile, rendering
suspension inappropriate (Constitution Article XIII 1). The mechanism of Bylaw 2.14.4.2 allows him—when he has reached such a
preliminary determination—to request the President’s concurrence,
potentially rendering it final and not subject to appeal as to the present allegations and facts and finally concluding the process initiated
by the submission of the formal written accusation. The mechanism
was developed “to help district and Synod presidents to speak ‘with
one voice’ in potentially contested declinations to suspend” (April
7, 2017, Memorandum of the Secretary to the Board of Directors,
describing bylaw changes presented for approval as a result of the
2016 Res. 12-14 Council of Presidents consultation process).