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LCMS Convention Workbook St. Louis, Missouri — 2026, Page 458

Scan: The Lutheran Church—Missouri Synod
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458

STRUCTURE AND ADMINISTRATION

PRESENT/PROPOSED WORDING
3.10.6.9
The faculty of each college or university of the Synod shall
consist of the president, the full-time faculty, and the part-time
faculty.
(a) Part-time or temporary faculty members are distinguished by
an appropriate title.
(b) Part-time or temporary faculty members shall hold nonvoting
membership on the faculty.
(c) Only the voting or full-time faculty who are in good standing
as individual members of the Synod or are members in good
standing of a member congregation of the Synod shall participate
in faculty decisions regarding the qualification of graduates or
colloquy program participants for rostered service
(d) Submission of an overture to a convention of the Synod shall
be by majority vote of the full-time faculty who are in good
standing as individual members of the Synod or are members in
good standing of a member congregation of the Synod.

Commission on Handbook
Ov. 9-06

To Amend Bylaw Section 1.5, etc., to Unify
in the Bylaws and Revise Corporate Formation
Requirements for Instrumental Entities
of Corporate Synod and Agencies of the Synod
Rationale
In the triennium now drawing to a close, the Board of Directors
(BOD) has identified a number of reasons to address the
requirements the Bylaws place on corporate Synod and agencies of
the Synod (Bylaw 1.2.1 [a]) when they create or utilize additional
corporations to do aspects of their work. Presently, these
requirements are stated in part in Bylaw section 1.5 and in part in
1981 Resolution 5-07, “To Provide Guidelines for New
Corporations,” aspects of which were not superseded by 2016 Res.
9-02A, “To Assure Uniformity of Relationship and Asset
Disposition Language in Governing Documents of Corporate
Agencies of the Synod.” Faced with a number of challenges and a
few opportunities, as well, the BOD invited input from the
Synodwide corporate and trust entities of the Synod, the educational
institutions and districts, and the Office of International Mission,
and, with the involvement of the Office of the Secretary and legal
counsel, through the course of many meetings, developed the
following proposal, which attempts to address the following issues
in the following ways:
1. Challenge: Requirements stated outside the Bylaws, in
1981 Res. 5-07, are often forgotten until review of
documents by the Commission on Constitutional Matters
(CCM) and/or the BOD, and do not reflect modern business
needs or conventional wisdom about corporate formation.
Solution: All requirements are being integrated into Bylaw
section 1.5 and have been reviewed in view of experience
with recent test cases, including the LCEF Canada
Corporation, Concordia Risk Solutions, and the great
variety of foreign mission corporations presently in use and
contemplated. Previous requirements not incorporated in
the Bylaws (notably, 1981 Res. 5-07) will be retired.
2. Challenge: Regulations dating from 1981 or even 2016
have proven in the past triennium not best to serve the
needs of the Synod regarding regulation of its agencies. In
some cases, the language required to be present in
governing documents has either not been included or,
2026 Convention Workbook

where included, has not been strong enough, in a modern
legal situation, to accomplish intended purposes; in other
places, requirements are not those that modern prudence
would suggest from standpoints of corporate law or
business needs. Solution: Requirements have been
extensively reviewed and revised in light of decades of
experience by the BOD and in reviews by the CCM.
3. Challenge: Regulations only contemplated corporate Synod
and agencies of the Synod forming more agencies, all
subject in the same respect to non-waivable requirements of
Bylaw section 1.5 (except that the BOD could waive or
modify requirements about certain statements in agency
governing documents, Bylaw 1.5.3.6). Neither LCMS
International Mission entities formed overseas for mission
purposes, nor modern private equity partnerships fit this
model, although both are necessary. Treating only agencies
in the bylaws allows the possibility of agencies asserting
they can create instrumental legal entities that are not
subject to agency requirements, or creating as agencies
entities that should not be agencies. Finally, relaxing
requirements for all agencies to allow certain exceptions
would weaken the Synod’s ability to regulate all its parts by
its Constitution, Bylaws, and resolutions. Solution: The
proposal develops a richer taxonomy of “instrumental
entities,” described below, granting the BOD authority to
grant certain exceptions for agencies below the level of
synodwide corporates, districts, educational institutions,
etc., and to allow formation of certain, specific types of
instrumental entities as other than agencies when the
agency conventions do not make sense.
4. Opportunity: The Lutheran Church Extension Fund (LCEF)
and certain districts and educational institutions of the
Synod have begun to explore the development or
redevelopment of real property, in part, for commercial
purposes, and in part, to sustain or expand ministry
opportunities in locations where they otherwise could not
be sustained or in connection with opportunities related to
the contemplated developments. Doing so requires the
creation of entities that are neither Synod agencies (as there
would be involvement of commercial developers and
investors) nor purely passive, “detached,” investment
vehicles. Because there is no mechanism for formation of
these special-purpose entities at present, even if there is a
very good business and ministry case for such an effort, the
BOD has no option to allow it to proceed. Solution: The
proposal, in the aforementioned taxonomy, allows a
category of special-purpose entity, presently limited to a
narrow scope of initial possibilities, instances of which
must be approved by the Synod BOD.
The most important feature of the proposal is the development of a
taxonomy of “instrumental entities” (defined below) that may be
established, acquired, or entered into by corporate Synod and
agencies of the Synod, and a definite set of regulations applicable
to each. These may be outlined as follows (compare proposed
Bylaw 1.5.1 below):
1. Agencies of the Synod (existing category): These are
“instrumentalities…, whether or not separately
incorporated, which the Synod in convention or its Board
of Directors has caused or authorized to be formed to
further the Synod’s Objectives (Const. Art. III)” (Bylaw
1.2.1 [a]). Every corporation formed by corporate Synod or
an agency of the Synod is expected to be authorized by the
BOD or convention (1981 Res. 5-09) and therefore to be,