To Amend Bylaw Section 3.7 to Clarify Additional Assigned Responsibilities and Provisions on the Board of Trustees—Concordia Plans / Board of Directors—Concordia Plan Services

Ov. 8-01

To Amend Bylaw Section 3.7 to Clarify Additional Assigned Responsibilities and Provisions on the Board of Trustees—Concordia Plans / Board of Directors—Concordia Plan Services Rationale Bylaw 3.7 currently describes the responsibilities of Concordia Plan Services (CPS) and those it serves in terms that no longer fully reflect its present scope of responsibilities and service. For example, this year the Board of Directors (BOD) of The Lutheran Church— Missouri Synod approved the formation of a captive insurance company by C PS, to serve ministries of the Synod, but that is not reflected in Bylaw 3.7.

The Commission on Constitutional Matters found, in Opinion 24- 3043 (minutes of Feb. 3, 2025), that the formation and operation of a captive insurance company was not within the predefined Bylaw scope of any existing agency or entity, but that it could be assigned to CPS by the Synod BOD. Opinion 24-3043 suggested that “if the [Synod] Board [of Directors] determines to undertake this activity and to assign it to CPS or a subagency thereof, it would be best for the Synod Bylaw description of the work of CPS to be amended by the next convention to include this new activity, even if already entered into.” The proposed amendments are intended to accomplish what was suggested by Opinion 24-3043 by expanding the permissible scope of additional responsibilities of CPS to include those that have been or may be assigned to it by the BOD of the Synod. The scope includes CPS’ oversight of both Concordia Risk Solutions, a captive insurance company established to serve ministries affiliated with the Synod, and the CPS Ancillary Program Agency, which was approved by the Synod BOD in 2015, and which offers Medicare Supplement and Medicare Advantage products, among other voluntary insurance products.

The amendments also are intended to clarify and expand the scope of those who may be served by CPS within the Synod. The current Bylaw refers to “member organizations,” and CPS’ only member is Corporate Synod. While CPS remains dedicated to serving Corporate Synod, it has served and wants to continue to serve other entities and individuals in the Synod.

Finally, the proposed amendments would update board composition and qualification requirements to reflect the expertise necessary for overseeing benefit, investment, and captive insurance company operations, and to otherwise align with the operations and requirements of the Board of Trustees —Concordia Plans/Board of Directors— Concordia Plan Services.

Therefore be it

Resolved, That Bylaw 3.7 be amended to clarify additional assigned responsibilities for CPS, to clarify and expand the ministries and individuals in the Synod who may be served by CPS, and to update provisions on the Board of Trustees —Concordia Plans/Board of Directors—Concordia Plan Services in accordance with assigned responsibilities; and be it further

Resolved, That Bylaw 3.7.1 be amended as follows:

PRESENT/PROPOSED WORDING The Concordia Plans … 3.7.1.2 Concordia Plan Services is also responsible has been and may be assigned additional responsibility for managing other ancillary programs, including but not limited to various supplemental insurance , risk management, human resources, employer and employee support, compliance, and administration services programs and the Support Program.

(a) Assignment of additional responsibility shall be by the Synod in convention or the Board of Directors of the Synod, and at the request of Concordia Plan Services.

(b) Concordia Plan Services may, subject to the provisions of Bylaw section 1.5, form subsidiary entities to carry out such additional responsibilities. These include:

• The CPS Ancillary Program Agency, which provides, manages, and arranges for products and services that are ancillary to the products and services provided for or managed by Concordia Plan Services.

• Concordia Risk Solutions, which serves as a captive insurance company to insure and/or reinsure risks of member congregations and their schools, Corporate Synod, and agencies, auxiliaries and recognized service organizations of The Lutheran Church—Missouri Synod.

(c) Ancillary services may be offered to organizations affiliated with The Lutheran Church— Missouri Synod and their employees, and/or to members of member congregations of the Lutheran Church—Missouri Synod.

(d) The ancillary programs are not trusts and will be under the supervision of the Board of Directors—Concordia Plan Services.

(ae) The Support Program of the Synod is not a trust but rather a program of financial assistance to those eligible ordained and commissioned ministers and their eligible dependents who are in financial need. This aid is in the form of a gift from the budgeted funds of the Synod. Eligibility standards shall be determined by the Board of Directors—Concordia Plan Services.

(b) There exists and may be added in the future various ancillary supplemental insurance and administration services that will be made available to member organizations and their employees.

These programs are not trusts and will be under the supervision of the Board of Directors—Concordia Plan Services.

3.7.1.3 The Board of Trustees of Concordia Plans and the Board of Directors of Concordia Plan Services shall consist of 1618 members. The 1517 voting members shall be appointed by the Board of Directors of the Synod. All newly appointed members shall begin service on the September 1 following appointment, except with an appointment to fill a vacancy, when service shall begin on the first day of the month in which the next regular meeting of members occurs after appointment. The representative designated by the Board of Directors of the Synod shall be the nonvoting member.

Voting members shall be appointed to three-year terms, which shall not exceed four terms in a successive period. The 1517 voting members shall include:

1. Two ministers of religion—ordained 2. One minister of religion— commissioned 3. TwelveFourteen laypersons, at least five of whom shall be experienced in the design of employee benefit plans, at least five of whom shall be experienced in the management of large benefit plan or institutional investments, at least two of whom shall be experienced in property and casualty insurance, and at least

onetwo of whom shall have significant financial/audit experience.

3.7.1.4 The Board of Trustees—Concordia Plans and the Board of Directors—Concordia Plan Services shall have all general and incidental powers and duties appropriate for the performance of their functions. In addition, the Board of Trustees—Concordia Plans and will have the powers and duties set forth in the respective plans, as amended from time to time. The Board of Trustees —Concordia Plans/Board of Directors—Concordia Plan Services It may create or amend any plan within limits established by the Board of D irectors of the Synod so long as such changes are reported to the Synod ’s Board of Directors, since such power is finally vested in the Synod’s Board of Directors.

(a) When the Board of Trustees — Concordia Plans is carrying out its functions with respect to any such separate plan, it may be designated as the board of trustees of such separate plan.

(b) When the board is carrying out its functions generally, it may be designated as the “Board of Trustees—Concordia Plans of The Lutheran Church—Missouri Synod.” (c) The board may, at its own discretion, make investment decisions or select and utilize investment counsel and select agents and actuaries.

(d) The Board of Trustees — Concordia Plans/Board of Directors—Concordia Plan Services It shall design for the Board of Directors of The Lutheran Church —Missouri Synod’s approval benefit plans which compare favorably with other similar plans while meeting unique needs of the full-time church workers in the Synod.

(e) The boardsIt shall provide copies of all audit reports to the Board of Directors of The Lutheran Church—Missouri Synod for information, advice, and counsel.

(f) The boardsIt shall settle disputes which arise in enrollment in the plans and the payment of claims and benefits.

(g) The boards shall organize themselves as to chair, vice chair, secretary, and other committees at least triennially but need not do so more frequently, unless the membership of the boards changes or if required by the boards’ policy.

3.7.1.5 The position of chief executive shall be filled according to the process outlined in Bylaw 3.6.1.5.

Board of Trustees/Directors Concordia Plans / Concordia Plan Services