LCMS Convention Workbook St. Louis, Missouri — 2026, Page 461

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STRUCTURE AND ADMINISTRATION
1.5.1.2.1
Participant(s) establishing, acquiring, or entering into a
Passive Investment Entity must report such event to the Board of
Directors as required in Bylaw 1.5.4.1.
1.5.1.3
The Board of Directors will maintain a register of all
agencies and other Instrumental Entities of the Synod, including
their categorization and any granted modifications or waivers, and
provide it to any member congregation upon request.
1.5.1.4
The regulations of Bylaw section 1.5 supersede all prior
resolutions governing the formation or utilization of corporations by
corporate Synod and agencies of Synod.
1.5.1.5
The requirements of this section shall apply to all
preexisting Instrumental Entities.
(a) Participant(s) must submit to the Board of Directors of the
Synod for categorization and approval any existing Instrumental
Entity that has not (i) been approved by the convention or Board
of Directors of the Synod and Commission on Constitutional
Matters or that (ii) does not meet these requirements (potentially
with modifications or waivers already granted). Thereafter, both
the entity’s governing documents and its categorization must be
submitted to and approved by the Commission on Constitutional
Matters in accordance with these Bylaws.
(b) Participant(s) in any preexisting Instrumental Entity
requiring authorization, re-classification, or governing document
review and approval shall have until a date four weeks prior to
the report submission deadline for the 70th regular Synod
convention to complete the above. Any not having completed the
above by that date shall be reported by the Board of Directors to
the convention with a recommendation for action.
(c) This bylaw is not to be construed to require categorization or
approval of preexisting Passive Investment Entities, which are
excluded from the approval process by Bylaw 1.5.1.2. These are,
however, to be reported as required by Bylaw 1.5.4.1.

B. Regulations for Corporate Synod and Agencies of the Synod
1.5.2
The regulations of this subsection apply to corporate Synod
and to agencies of the Synod.
1.5.2.1
Each Synod agency, along with every individual involved
in its governance and management, is accountable to the Synod for
operating within the specific responsibilities assigned to them or for
which they have been otherwise authorized by the Synod, and for
advancing the Synod’s objectives.
1.5.2.2
Except for the Bylaw-mandated Agencies or as otherwise
prohibited herein, the Board of Directors, as legal representative and
custodian of the property of the Synod, may waive or modify the
provisions of this subsection for individual agencies or classes of
agencies. To do so, the Board must:
(a) obtain advice of legal counsel and the Commission on
Constitutional Matters regarding the consequences of the
provision and any proposed waiver or modification; and
(b) decide, in its sole discretion, that creating or using the agency
is important to furthering the Synod’s constitutional objectives;
and
(c) decide, in its sole discretion, that the Synod’s purposes and
interests would be frustrated or unacceptably impaired apart from
granting of the waiver or modification; and
(d) approve the waiver or modification by a two-thirds vote,
record the decision in open minutes, and file it with the
Commission on Constitutional Matters.
Board and Commission Membership
1.5.2.3
The board membership of corporate Synod and Synod
agencies, and commission membership, shall be regulated as
follows:
1.5.12.3.1 Board and commission members of all agencies shall be
members of member congregations of the Synod. The Board of

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Directors cannot waive this requirement, but may, in only the
following cases, modify it to the extent indicated:
(a) for foreign mission agencies established at the request of the
Board for International Mission and for foreign subagencies of
agencies of the Synod, the Board of Directors may, to the extent
legally required, permit a minority of the board members to be,
instead of members of member congregations of the Synod,
members of congregations or missions in altar and pulpit
fellowship with the Synod.
1.5.1.12.3.2 Unless otherwise specified or permitted by the Bylaws,
chief executives and executive directors, faculty, staff, and all other
employees on either the national or district level shall not be
members of the board of the agency under which they serve, nor
shall any such executives or staff be members of the board of any
other agency of the Synod. For purposes of this bylaw only, staff
shall mean:
(a) Employees, other than faculty, rostered as ministers of
religion—ordained or ministers of religion—commissioned,
whether or not serving in such capacity; or
(b) Employees of corporate Synod or an agency of Synod, other
than faculty, who are responsible for the development and/or
implementation of policies, goals, and programs; or
(c) Employees of corporate Synod or an agency of the Synod
who assist chief executives, executive directors and faculty in
their work and are supervised by these individuals directly or
through a line of supervision.
1.5.1.22.3.3 No one, either in the Synod or a district, or between the
Synod and a district, shall hold more than one elective office; or hold
more than two offices, although one or both be appointive; or ever
hold two offices of which one is directly responsible for the work
done by the other.
(a) For purposes of this bylaw, office includes service as an
officer or board or commission member with corporate Synod or
any agency of the Synod (Bylaw 1.2.1 [a]) other than a Managed
Subagency as described in Bylaw 1.5.1 (b).
(ab) An office shall be regarded as elective only if it is an office
filled through election by a national or a district convention, even
though a vacancy in such an office may be filled by appointment.
(bc) Doubtful cases shall be decided by the President of the
Synod.
Governing Documents
1.5.3.62.4 Notwithstanding anything in the Bylaws to the contrary,
the Articles of Incorporation or other governing documents of each
agency shall, in the most fundamental document possible, provide:
(a) That all provisions of its Articles of Incorporation and
Bylaws, as well as its governance and operation, are subject to
the provisions of the Constitution, the Bylaws, and the resolutions
of the Synod in convention, as may hereafter be adopted or
amended from time to time, and that in the event of any conflict
or inconsistency between the agency’s governing documents and
those of the Synod, the Constitution, Bylaws, and resolutions of
the Synod shall govern; and
(b) That in the event of dissolution other than by direction from
the Synod in convention, the assets of such agency, subject to its
liabilities, shall be transferred, consistent with applicable state
and federal laws, as follows:
(1) In the case of a synodwide corporate entity, district,
university, college, or seminary, to The Lutheran Church—
Missouri Synod as may be more specifically described
elsewhere in these Bylaws;
(2) In the case of a corporation formed by an agency (as
defined in these Bylaws), to the agency that formed the
dissolving corporation, or if such forming agency is not then
in existence, to The Lutheran Church—Missouri Synod itself.

2026 Convention Workbook