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

Official Workbook overture source text

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 meetin g” in the 
relevant places. Presently, LCEF has 75 members. Therefore, two -
thirds 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 
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 super-
majority 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 two -
thirds 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.