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LCMS Convention Workbook St. Louis, Missouri — 2026, Page 475

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

STRUCTURE AND ADMINISTRATION
Therefore be it
Resolved, That Bylaw 3.6.4.3 (1) be amended as follows:
PRESENT/PROPOSED WORDING
The Lutheran Church Extension Fund—Missouri Synod
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. FourThree directors shall be elected by the Synod in
convention and shall include one ordained or commissioned
minister and twothree laypersons.

Board of Directors
Lutheran Church Extension Fund
Ov. 9-16

To Amend Bylaws 3.6.1.8 (c) and 3.6.4 (a)
to Clarify that Two-Thirds Approval
Requirements for Synodwide Corporate Entity
and Lutheran Church Extension Fund Governing
Document Amendments are Based on Members
Actually Present at Meeting
Rationale
During a review of Lutheran Church Extension Fund’s (LCEF)
Articles and Bylaws, the Commission on Constitutional Matters
(CCM) stated the following in Opinion 24-3050A (Minutes of May
6, 2025, pp. 92–93) with respect to the conformity of LCEF’s
membership voting process with Synod Bylaws:
With regard to the first item, in view of Synod Bylaws 3.6.4 (a)
and 3.6.1.8 (c), the commission notes an additional detail in
Article NINTH, namely, that the “two-thirds majority vote” is to
be of the members (whether all members or members appointed
by the Board of Directors), not of the members present at such
meeting. The two instances of “present at such meeting” should
therefore be removed. The same changes need to be applied in
the Bylaws, Article VII, as the same standards apply to the
amendment of the LCEF Bylaws as to the LCEF Articles.
In consideration of the Opinion, at LCEF’s annual meeting in
November, 2025, LCEF’s members amended its articles and bylaws
to remove the phrase “present as such meeting” in the relevant
places in order to be in compliance.
However, the Board of Directors of LCEF believe that it is in the
best interest of LCEF that the two Synod Bylaws cited in the
opinion be revised such that LCEF can revise its articles and bylaws
in the future to reinsert the phrase “present at such meeting” in the
relevant places. Presently, LCEF has 75 members. Therefore, twothirds of the 75 members (50) must approve changes to LCEF’s
articles and bylaws regardless of how many members are present to
vote. Thus, for example, if only 60 of the 70 members were present
to vote at the meeting (the quorum requirement thus being
satisfied), then 50 of the 60 members must approve any changes,
which is 83.3 percent of the members present at the meeting. The
two-thirds majority requirement is already a supermajority.
The current situation becomes even more challenging when certain
changes are made to LCEF’s articles and bylaws. In those cases,
two-thirds of LCEF’s members appointed by the Board of Directors

475

of the Synod (the members at large) must also approve voting as a
separate class. There are six such members at large. Thus, to obtain
approval of this class, two-thirds of the six (four) must approve. If
only four of the six members at large are present at the meeting,
then all four must approve, which is 100 percent of the members at
large present.
It is customary and prudent in voting bodies that a majority or supermajority of those present at such meetings approve action items
(assuming quorum requirements are met). LCEF requests the
changes resolved below for LCEF to put in place a reasonable
supermajority requirement.
Therefore be it
Resolved, That Bylaw 3.6.1.8 (c) be amended as follows:
PRESENT/PROPOSED WORDING
General Principles
3.6.1.8
Each synodwide corporate entity shall provide in its
governing instruments
(c) a provision that any amendments to a provision of its
governing instruments which relate to its objects and purposes,
the designating of its members, or the procedure for amending its
governing instruments shall require a two-thirds affirmative vote
of its members present at such meeting, if any, who are appointed
by the Board of Directors of the Synod;

and be it further
Resolved, That Bylaw 3.6.4 (a) be amended as follows:
PRESENT/PROPOSED WORDING
The Lutheran Church Extension Fund—Missouri Synod
3.6.4
The Lutheran Church Extension Fund—Missouri Synod,
as established on June 15, 1978, as a corporate entity under the laws
of the State of Missouri, is operated by its members and Board of
Directors, in accordance with its Articles of Incorporation and
corporate Bylaws, to further the objectives and duties of the church
extension fund by providing financial resources and related services
for ministry, witness, and outreach within the Synod and, as
approved by the Synod Board of Directors, beyond the Synod: (1) to
and within partner churches with which the Synod is in altar and
pulpit fellowship; or (2) upon the recommendation of the President
of Synod, to Lutheran entities formed and operating outside of the
United States that assist in fulfilling the Synod’s ministry and
mission objectives in foreign countries.
(a) Any amendment to the Articles of Incorporation and the
corporate Bylaws of the Lutheran Church Extension Fund—
Missouri Synod as heretofore adopted shall be made by a twothirds vote of the members of the Lutheran Church Extension
Fund—Missouri Synod present at such meeting as set forth in its
Articles of Incorporation and Bylaws.
(b) Amendments shall be reported to the next convention of the
Synod.

Board of Directors
Lutheran Church Extension Fund
Ov. 9-17

To Initiate Proposal to Realign Districts
WHEREAS, The Synod and its component parts, which include its
districts, “serves as the structure through which congregations carry
out certain functions that can be performed more effectively and
efficiently together with other member congregations” (Bylaw
1.3.3); and

2026 Convention Workbook