R60 Report on Efforts to Address Mental Health and Mental Illness (2023 Res. 3-03A) Appendices to Reports

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R60

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R60 Report on Efforts to Address Mental Health and Mental Illness (2023 Res. 3-03A) Appendices to Reports

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161

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193

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R60
Report on Efforts to Address Mental 
Health and Mental Illness 
(2023 Res. 3-03A)
As directed by the 2023 convention, LCMS Health Ministry, un-
der the Office of National Mission (ONM), provided leadership and 
coordination to address a broad spectrum of issues related to mental 
health, suicide prevention, mental illness and disorders. There was 
ongoing collaboration among ONM ministries, particularly Life 
Ministry, Youth Ministry, Disaster Response and Training, Special-
ized Spiritual Care Ministry, and Worker Wellness. Synod entities, 
agencies, auxiliaries and recognized service organizations collab -
orated on these important topics throughout the triennium as well.
LCMS Health Ministry’s focus was to promote a Christ-cen-
tered approach to mental health by equipping church workers, indi-
viduals, congregations, and schools with tools and support that aid 
in wellness of body and soul, mind and spirit.
Resources and Programs, Easily Accessed and 
Widely Available
Two community-oriented secular programs were identified 
to be helpful to Lutherans because of their nature of being easi-
ly accessed and widely available. The United States National 988 
Suicide and Crisis Lifeline is freely available via phone, text and 
internet. This helpline provides immediate access to experts and 
emergency support during a mental health crisis.
Also identified was the training program Mental Health First 
Aid. This secular program is customizable to add Lutheran theol -
ogy when taught by LCMS instructors. There are LCMS supple-
mentary videos and resources available, including an online video 
course hosted on LCMSlearning.org.
Newly Developed Resources and Programs for 
Spiritual Care
Lutheran care for souls troubled by mental health challenges is 
focused on providing ongoing spiritual care through the Church. 
Christ-centered compassion and ministerial supportive care is pro-
vided to those in need through prayer, private Confession and Ab-
solution, and the Means of Grace (God’s Word and Sacraments).
ONM resources for mental health and illness can be found on 
the Synod webpage: lcms.org/social-issues/mental-health.
Two distinctly Lutheran online video-based courses were cre-
ated with oversight provided by LCMS psychologists. The courses 
were made freely available on LCMSlearning.org with financial 
support provided by the LWML. One course is specifically focused 
on care provided to children and youth. The other is a program 
that provides Lutheran theological content for secular training pro-
grams such as Mental Health First Aid, QPR, and LivingWorks.
A resource set, “Restoring Hope: Care for Mental Health,” was 
created directly by LCMS Health Ministry, with funding provided 
by the LWML. The resources offer guidance on providing spiritual 
support to individuals, caregivers, and others who are navigating 
various mental health challenges. Published in English and Span-
ish, the resources provide pertinent Scripture passages, hymns, 
theological reflection and prayers for common mental health issues, 
as well as other valuable resources and information. Thousands of 
copies of the print forms have been distributed to date.

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OFFICER, BOARD, AND COMMISSION REPORTS
that can be accomplished more effectively in association with oth-
er member congregations through the Synod. In this way member 
congregations utilize the Synod to assist them in carrying out their 
functions of worship, witness, teaching and nurture, service, and 
support.” Bylaw 1.1.1 makes clear that Synod exists for and on 
behalf of member congregations.
That concept is naturally and properly reiterated in Bylaw 3.6.4: 
“The Lutheran Church Extension Fund—Missouri Synod … [was 
established] to further the objectives and duties of the church ex-
tension fund within the Synod. It is formed to provide financial 
resources and related services for ministry, witness, and outreach 
of The Lutheran Church—Missouri Synod” (emphasis added). It 
is within that framework (i.e., church extension within the Synod, 
providing financial and related services for ministry, witness, and 
outreach of the Synod) that the LCEF assets, as stated in Bylaw 
3.6.4.4.1, “shall be used exclusively to provide financing and ser -
vices for the acquisition of sites, for the construction of facilities, 
for the purchase of buildings and equipment, for operating expens-
es, for professional church worker education, for the residential 
housing needs of professional church workers, for promoting stra-
tegic ministry planning and assisting in capital campaigns; and for 
other purposes approved by its governing board consistent with the 
ministry and mission of the Synod under policies approved by the 
Board of Directors of the Synod.” Finally, Bylaw 3.6.4.4.2 makes 
clear that the assets of LCEF (as to distribution of operating results) 
are for the exclusive use of LCMS “member districts, congrega -
tions, and corporate Synod, as determined by its governing board.” 
Thus, the third necessary part of this analysis—the relation, under 
the Bylaws, between the mission and ministry of the Synod and 
the scope of possible legitimately authorized operations of LCEF, 
especially as it regards the instant question—is concluded.
Because the church body in question is not “within the Synod” (By-
law 3.6.4; CCM Op. 00-2189) or serving the “ministry, witness, 
and outreach of [the Synod]” (Bylaw 3.6.4.4.2; CCM Op. 13-2696; 
emphasis added), the commission, consistent with the cited opin-
ions, finds that Synod’s Bylaws prohibit LCEF funds being loaned 
to the church body or its congregations or other ministries. Only 
within said bounds, namely, within the Synod and serving the min-
istry, witness, and outreach of the Synod, is the Board of Directors 
able by policy to permit the “other purposes” of LCEF assets de-
scribed in Bylaw 3.6.4.4.1.
Lutheran Church Extension Fund Canada 
Corporation (23-3005)
Minutes of March 30, 2023
This opinion is potentially relevant to discussions of corporate form 
requirements. However, due to its length and nature as a line-by-
line review, it is not incorporated here. See minutes.
University Board of Regents Unilateral Separation 
(23-3006)
Minutes of March 30, 2023
The Board of Directors of the Synod has submitted a series of 10 
questions related to actions taken November 8, 2022, by the Board 
of Regents of Concordia University Texas (CTX), requesting an 
opinion from the Commission on Constitutional Matters (CCM). 
In conjunction with Bylaw 3.9.2.2 (b) the commission invited input 
from the President of the Synod, the Synod Board of Directors, 
the Concordia University System (CUS) Board of Directors, the 
Scope of Board of Directors Authority to Approve 
Usage of Lutheran Church Extension Fund Assets 
under Bylaw 3.6.4.4.1 (23-3003)
Minutes of March 30, 2023
By an email of January 30, 2023, the president and chief executive 
officer of the Lutheran Church Extension Fund—Missouri Synod 
(LCEF) requested, on behalf of the LCEF Board of Directors, an 
opinion on the following question:
Background: Over the past year, LCEF has engaged in conversa-
tion with another confessional Lutheran church body (not in al-
tar and pulpit fellowship with the Synod) regarding the ability of 
LCEF to provide loans to its congregations, schools, and affiliated 
ministries (organizations akin to the recognized service organiza -
tions of the Synod). 
Bylaw 3.6.4.4.1, addressing the use of LCEF assets, reads, “The 
assets of the Lutheran Church Extension Fund—Missouri Synod 
shall be used exclusively to provide financing and services for 
the acquisition of sites, for the construction of facilities, for the 
purchase of buildings and equipment, for operating expenses, for 
professional church worker education, for the residential housing 
needs of professional church workers, for promoting strategic min-
istry planning and assisting in capital campaigns; and for other pur-
poses approved by its governing board consistent with the ministry 
and mission of the Synod under policies approved by the Board of 
Directors of the Synod.” [emphasis added]
Because lending to ministries of the other church body would re-
quire the use of LCEF assets beyond the LCMS, clarity on the in-
tended scope of Bylaw 3.6.4.4.1 and the authority of the Synod 
Board of Directors in that regard is being requested.
Question:
 May the 
Synod Board of Directors, in exercising 
its authority under Bylaw 3.6.4.4.1, determine that 
a certain use of assets by LCEF is consistent with 
the ministry and mission of the Synod? (The instant 
“certain use” refers to the lending of LCEF assets 
“beyond the LCMS,” within another confessional 
Lutheran church body that is not in altar and pulpit 
fellowship with the Synod.)
Opinion:
 The commission 
finds that the question, although appar-
ently simple in form, requires a three-part analysis. 
The first question that must be answered is, Who interprets the Con-
stitution and Bylaws of Synod? The answer is simple and found at 
Bylaw 3.9.2: “The Commission on Constitutional Matters exists to 
interpret the Constitution, Bylaws, and resolutions of the Synod. 
…”
The second question is, What is “the ministry and mission of the 
Synod” as it relates to the scope of “other activities” to which as-
sets of LCEF may permissibly be applied (Bylaw 3.6.4.4.1)? Most 
broadly speaking, this is asking, What is the purpose of the Synod? 
The purpose of Synod is found in the first Bylaw, under section 1.1, 
“Purpose of the Synod.” Bylaw 1.1.1: “Committed to a common 
confession and mission, congregations of The Lutheran Church—
Missouri Synod join with one another in the Synod to support one 
another and to work together carrying out their commonly adopted 
objectives. The Synod is organized to work in support of and on 
behalf of [such] congregations to assist them in carrying out their 
ministries. …” Bylaw 1.1.1 (a): “The Synod functions in support 
of its member congregations. …” Bylaw 1.1.1 (b): “The Synod on 
behalf of its member congregations administers those ministries

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OFFICER, BOARD, AND COMMISSION REPORTS
relative to the property of the Synod and to matters over which the 
Board of Directors has general oversight.
Agencies
In the structure of the Synod an agency is defined in Bylaw 1.2.1 
(a), which defines an agency as “an instrumentality other than a 
congregation or corporate Synod … caused or authorized to be 
formed” by the Synod in convention or by the Synod Board of Di-
rectors. A listing of agencies then follows, specifically including 
every board and university of the Synod.
Bylaw 1.4.1 states that Synod’s delegate convention is “the legis-
lative assembly” of the Synod, which alone “ultimately legislates 
policy, program, and financial direction” for the work of the Syn-
od. It “reserves to itself the right to give direction to all officers 
and agencies of the Synod.” Unless explicitly indicated in the By-
laws, all officers and agencies are “accountable to the Synod for all 
their actions.” Bylaw 1.4.3 states that “Officers of the Synod and 
its agencies serve in accordance with duties assigned to them or 
otherwise authorized by the Constitution and appropriate bylaws.” 
Because agencies were caused or authorized by the Synod, are giv-
en direction by the Synod via its Constitution, Bylaws, and reso-
lutions, and are accountable to the Synod, every agency is bound 
by the Constitution, Bylaws, and resolutions of the Synod (Bylaw 
1.4.5). An agency does not have authority to amend or alter the 
Bylaws of the Synod or the applicability of the requirements of the 
same to itself. Only a delegate convention of the Synod has author-
ity to amend the Bylaws (Const. Art. XIV). Therefore, any action 
taken by an agency which contradicts the Constitution, Bylaws, or 
resolutions of the Synod is null and void, as is specifically stated 
in CCM Op. 05-2439 (from Question 2): “any action or resolution 
by any officer, board, commission, district, or other agency of the 
Synod that is in violation of the Synod’s Constitution and Bylaws 
is null and void.”
Bylaw 1.5.2 requires all members of boards or commissions of ev-
ery agency to avoid conflicts of interest as described in the bylaw. 
Bylaw 1.5.2 (b) states that all board members of an agency must 
carry out their responsibilities “in a manner reflecting the highest 
degree of integrity and honesty consistent with the Scriptures, the 
Lutheran Confessions, the Constitution, Bylaws, and resolutions of 
the Synod. …” Board members of an agency shall not enter into 
activities that “may be detrimental to the interests of the Synod.” 
Inappropriate activity, if it does not cease, is a cause for remov-
al. Bylaw 1.5.2 (c) requires that prior to accepting a position, all 
elected and appointed board members of an agency must sign a 
statement that they have received, understand, and agree to abide 
by this provision. Bylaw 1.5.7 describes the causes of and process 
for removal from membership on a board or commission, with a 
breach of fiduciary duty regarding responsibilities to the Synod or 
agency included among the causes for removal. 
Universities as Agencies of the Synod
The Constitution, Bylaws and resolutions of the Synod are directly 
applicable and binding on all universities of the Synod, as agencies 
of the Synod (Bylaw 1.2.1 [a]), and to the boards of regents govern-
ing them. The confessional position of the Synod as stated in Const. 
Art. II, namely and without reservation, the Scriptures as the Word 
of God and the Lutheran Confessions as a true and unadulterated 
statement and exposition thereof, is applicable and binding on the 
entire Synod, which includes all its agencies, as well as the individ-
ual and congregational members of the Synod. Const. Art. III lists 
among objectives of the Synod the training of professional church 
Boards of Regents of all CUS Universities, Dr. Dean Wenthe, pres-
ident of CUS, and Mr. Matthew Buesching (LCMS Counsel). 
Before specifically addressing the questions submitted, the com-
mission deems it necessary to provide as background a summary 
overview of the pertinent sections of the Constitution and Bylaws 
of the Synod pertaining to the Synod Board of Directors, agencies 
of the Synod, and universities of the Synod, which apply to the 
questions submitted. 
Summary Overview of Pertinent Sections of the Constitution and 
Bylaws Regarding the Synod Board of Directors, Agencies of the 
Synod, and Universities
Synod Board of Directors
Constitution Article XI E 2 identifies the Synod Board of Directors 
as “the legal representative and custodian of all the property of The 
Lutheran Church—Missouri Synod, directly or by its delegation 
of such authority to an agency of the Synod.” The Synod Board 
of Directors exercises “supervision over all property and business 
affairs” of the Synod “except in those areas where it has delegat -
ed such authority to an agency of the Synod or where the voting 
members of the Synod through the adoption of bylaws or by other 
convention action have assigned specific areas of responsibility to 
separate corporate or trust entities,” and regarding these the Synod 
Board of Directors has “general oversight responsibility as set forth 
in the Bylaws.” 
Bylaw 1.2.1 (r) in relevant part defines the property of the Synod as 
“all assets, real or personal, tangible or intangible, whether situated 
in the United States or elsewhere, titled or held in the name of cor-
porate Synod, its nominee, or an agency of the Synod.”
The Synod Board of Directors is the “legal representative” of the 
Synod and the “custodian of all property of the Synod.” It is respon-
sible for “the general management and supervision of the business 
affairs of the Synod, except to the extent that management authority 
and duties have been delegated” to, here, an agency “by the Articles 
of Incorporation, Constitution, Bylaws or resolutions of a conven-
tion of the Synod” (Bylaw 1.4.4). When authorized by the Bylaws, 
an agency, to which this authority was delegated by this provision, 
is entrusted with the management and business affairs of the Synod 
“to the extent of its jurisdiction.” 
Bylaw 3.3.4.3 assigns to the Synod Board of Directors the respon-
sibility to provide for “review and coordination of the policies and 
directives of the Synod authorized by the Constitution, Bylaws, and 
resolutions of the Synod, evaluating plans and policies and commu-
nicating to the appropriate boards and commissions suggestions for 
improvement. …”
Bylaw 3.3.4.4 gives the Synod Board of Directors responsibility 
for the “general management of the business and legal affairs of 
the Synod.” It is “authorized to take on behalf of the Synod any 
action related to such business and legal affairs which has not been 
expressly delegated by the Constitution, Bylaws, and resolutions of 
the Synod to other officers or agencies of the Synod,” and to those it 
has “general oversight.” Bylaw 3.3.4.7 designates the Synod Board 
of Directors as the custodian of all property of the Synod as defined 
in Bylaw 1.2.1 (r). However, it may delegate these powers to any 
agency of the Synod that has direct supervisory responsibility of 
that property.
Bylaw 3.3.4.10 authorizes the Synod Board of Directors to obtain 
from any agency of the Synod all records and other information

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OFFICER, BOARD, AND COMMISSION REPORTS
now separated or divested would no longer be an agency of the 
Synod, which in turn would have several repercussions. Some of 
these would include the loss of functions exclusively reserved to 
“colleges and universities of the Synod,” under its forms of ecclesi-
astical governance and ecclesiastical supervision: 
•	 Graduates from the university or those satisfactorily com-
pleting an approved program would no longer be eligible to 
receive a call or be eligible for individual membership in 
the Synod as commissioned ministers (Bylaws 2.7.1–3; 2.8; 
2.9).
•	 Those individual members of the Synod (commissioned or 
ordained) currently serving the university would no longer 
be eligible to be classified as active members of the Synod 
(Bylaw 2.11.1). If such individuals wished to continue as in-
dividual members of the Synod, they would need to apply for 
candidate status or if qualified for emeritus status (Bylaws 
2.11.2; 2.11.2.1; 2.11.2.2).
•	 The university would no longer be eligible for advisory repre-
sentation at conventions of the Synod under Bylaw 3.1.4.2 (a). 
•	 Finally, the university would no longer be entitled to partic -
ipate in those services offered by the synodwide corporate 
entities, which are reserved to agencies of the Synod. 
Questions Submitted
Question 1: 
 Does a 
board of regents of a university of the Synod 
have authority to unilaterally change its governance 
model from that described in Synod Bylaw 3.10.6 
(modifying the means of appointment of its board of 
regents, for example)?
Opinion:
 No. It 
is only a delegate convention of the Synod that, 
as the legislative body of the Synod, has authority to amend the 
Bylaws of the Synod (Const. Art. XIV) or the Constitution of the 
Synod (Const. Art. XV). Until such an action by a delegate conven-
tion of the Synod takes place, the members of a university board of 
regents have no authority or ability to change the governance mod-
el of Bylaw 3.10.6—which, as noted above, exists in the ultimate 
interest of furthering the Synod’s ecclesial purposes and remains 
binding on any university of the Synod. Unless a university were 
to be separated or divested by the Synod under Bylaw 3.6.6.4 (i), 
any such changes by a board of regents to the governance model 
described in Bylaw 3.10.6 would be null and void, and the Synod 
would continue to operate according to the Bylaws as adopted by 
the convention and published in the Handbook in all areas includ-
ing elections and membership on the board of regents. Individual 
regents act outside their authority and contrary to their individual 
fiduciary duties to the Synod when they affirm such an action (By-
laws 1.5.2 [b] and [b][1]; 3.10.6.4 [i] and [i][1–2]).
Question 2:
 Does a 
board of regents of a university of the Synod 
have authority to amend its articles or bylaws with-
out the prior approval described in Synod Bylaw 
3.9.2.2.3 (a)?
Opinion:
 No. As 
an agency of the Synod, the board of regents of a 
university of the Synod may only amend its bylaws or articles of in-
corporation with prior approval of the CCM of the Synod. Any such 
change made without that approval would be null and void (Bylaw 
3.9.2.2.3 [a]). If such a proposed change to the articles or bylaws of 
the university were contrary to the Constitution and Bylaws of the 
Synod as then current, the commission would be required to reject 
such change. Outside the convention itself, the commission has the 
workers (Const. Art. III 3) and the support of synodical colleges and 
universities (Const. Art. III 5) subject to the Scripture and Lutheran 
Confessions. The Synod’s universities have been formed and incor-
porated into the Synod to serve these fundamental ecclesial purpos-
es. (The formation of what would become Concordia University 
Texas was directed by resolution of the Synod convention in 1923 
[Proceedings, p. 30].) Constitutional and Bylaw provisions dealing 
with governance of the institutions—including the assignment of 
ecclesiastical supervision and oversight to responsible officers and 
the entrusting of institutional governance to the regents, jointly and 
severally, acting as fiduciaries of the Synod—are intended to pre-
serve for the ministry and mission of the Synod the institutions that 
the member congregations, acting through the Synod, have created, 
sustained, and relied on (Bylaw 1.1.1 [b]).
A university which wishes to change its articles of incorporation 
(by amendment or restatement) or its bylaws is required to receive 
advance approval from the CCM of the Synod (Bylaw 3.9.2.2.3 
[a]). Failure to do so makes such a change null and void—as it has 
been adopted contrary to the Bylaws of the Synod, to which every 
agency is bound—and unable to be put into practice. 
The Bylaws of the Synod prescribe membership of the board of 
regents, how members are elected or appointed, their term of of-
fice, and maximum number of consecutive terms an individual may 
serve (Bylaw 3.10.6.2). The only way by which any of these re-
quirements prescribed in the Bylaws can be changed is by action 
of a delegate convention of the Synod amending the Bylaws of the 
Synod, since a delegate convention of the Synod is the sole legis-
lative body of the Synod, and it alone has authority to change the 
Bylaws (Const. Art. XIV). Should an agency make any changes 
to its Bylaws that violate the Bylaws of the Synod, such changes 
are null and void, as the Bylaws of the Synod control and super -
sede (Bylaws 1.4.3, 1.4.5, 1.5.2 [b], 1.5.3.6, etc.). Such a change 
could only be enacted if a future delegate convention of the Synod 
amended the Synod’s Bylaws. 
The members of the board of regents of a Synod university, who 
have signed a statement prior to taking office affirming they have 
received, understand, and agree to abide by the conflict of interest 
provisions of Bylaw 1.5.2, are required to operate the institution “as 
an agent of the Synod, in which ownership is primarily vested and 
which exercises its ownership through the Board of Directors as 
custodian the Synod’s property” and then through “the Board of Di-
rectors of Concordia University System” and, finally, through “the 
respective board of regents.” In operating the institution, the uni-
versity board of regents is to “carefully exercise its fiduciary duty 
to the Synod” (Bylaws 3.10.6.4 [i] and 3.10.6.4 [i][1]). While the 
university board of regents does have ultimate responsibility and 
independence in operating the institution, it always remains subject 
to the pre-established Bylaws of the Synod (Bylaw 3.10.6.5).
The Bylaws of the Synod provide a specific procedure for the con-
solidation, relocation, separation, or divestment of a university 
(Bylaw 3.6.6.4 [i]), which does not allow a university to unilat -
erally separate itself from the Synod, or declare itself to be inde-
pendent of the Synod. According to this prescribed procedure for 
a university to be divested it requires a two-thirds vote of approval 
by the Synod Board of Directors, along with the approval by two-
thirds vote of one of the following three: the Council of Presidents, 
the board of regents of that university, or the Concordia University 
System Board of Directors. 
Should such an action (separation or divestiture) be taken as pre-
scribed in Bylaw 3.6.6.4 (i), the result would be that the university

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OFFICER, BOARD, AND COMMISSION REPORTS
which is to be exercised carefully (Bylaw 3.10.6.4 [i][1]). Bylaw 
1.5.1.3 requires each member of a board be sensitive in all activ -
ities to avoid “taking or giving offense, giving the appearance of 
impropriety, causing confusion in the Synod, or creating potential 
liability.” Regarding separating or divesting the university from the 
Synod, see the answer above.
Question 5:
 Is a university of the Synod and its board of regents 
an 
eligible party subject to the dispute resolution 
process set forth in Synod Bylaw section 1.10?
Opinion: Yes. 
Agencies of the Synod are included in those to 
whom the dispute resolution process applies (Bylaw 1.10.3).
Question 6:  Assuming a university of the 
Synod and its board of 
regents are eligible parties to the dispute resolution 
process set forth in Synod Bylaw section 1.10, does 
the dispute resolution process apply to a dispute be-
tween the Synod (or its President or Board of Di-
rectors) and a board of regents regarding that board 
of regents unilaterally amending or modifying its 
governance documents, and regarding whether the 
action of the board of regents is within the authority 
granted to it under the Constitution and Bylaws of 
the Synod?
Opinion:
 Essentially, 
no. The fundamental material question of 
whether a Synod university has the authority to unilaterally change 
its governance from that prescribed in the Constitution, Bylaws, and 
resolutions of the Synod, since such a question pertains fundamen-
tally not to the presenting fact situation but to the interpretation and 
meaning of the Constitution, Bylaws, and resolutions of the Synod, 
is outside of the authority of the dispute resolution process to arbi-
trate or adjudicate, as stated in the Bylaws. Authority to interpret the 
Constitution, Bylaws, and resolutions of the Synod is specifically 
given by the Bylaws only to the Synod’s CCM (Bylaw 3.9.2.2). Any 
dispute resolution process is subject in all its aspects to “Holy Scrip-
ture, the Lutheran Confessions, and the Constitution and Bylaws of 
the Synod” (Bylaw 1.10.18). As to the Constitution and Bylaws of 
the Synod, opinions of this commission are finally dispositive of any 
questions as to their interpretation that arise during a dispute reso-
lution process (Bylaw 1.10.18.1 [h], [h][1]). While the question of 
whether a board of regents has the authority described is thus finally 
resolved by this commission’s interpretation of the Constitution and 
Bylaws in the negative, this is not to foreclose the applicability of 
the dispute resolution process to disagreements or disputes, related 
to or arising out of this action, as may apply to the board of regents 
as a whole or to individual regents as “members of congregations of 
the Synod elected or appointed to positions with … an agency of the 
Synod” (Bylaw 1.10.2 [5]).
Question 7: 
 Assuming that the noted parties and issue would be 
subject to 
the dispute resolution process, would the 
outcome of the process, presuming that it is consis-
tent with the Constitution, Bylaws, and resolutions 
of the Synod, be binding on the parties involved?
Opinion:
 The Constitution and Bylaws of the Synod are of them -
selves 
generally, and as to the central material question noted above 
in particular, already binding on both the parties and on the out-
come of any dispute resolution process, as explained above. As to 
other aspects of related disagreements or disputes, the outcome of 
any dispute resolution process, provided it is consistent with “Holy 
Scripture, the Lutheran Confessions, and the Constitution and By-
sole authority to interpret the Constitution, Bylaws, and resolutions 
of the Synod and has no authority to alter or waive their require-
ments (Bylaw 3.9.2). 
Question 3:
 Does a 
board of regents of a university of the Synod 
have an obligation to comply with the Constitution 
and Bylaws of the Synod, including without lim -
itation Article II and Article III of the Constitution, 
when operating and managing and taking action on 
behalf of the university, including an action purport-
ing to separate the university from the Synod?
Opinion:
 Yes. 
The Constitution in all its articles, the Bylaws, and 
the resolutions of the Synod are binding on all agencies of the Syn-
od, which includes every university. A board of regents of a univer-
sity of the Synod operates the university as a fiduciary and an agent 
of the Synod, which includes being faithful to the confessional po-
sition (Const. Art. II) and the Objectives of the Synod (Const. Art. 
III) and faithfully maintaining and adhering to the model of gover-
nance set forth by the Synod (Bylaw 3.10.6.4 [i][1–2]). Ownership 
of the university remains primarily invested in the Synod, and is 
exercised first through the Synod’s Board of Directors, which is 
the custodian of all property of the Synod, then through the CUS 
Board, and finally through the board of regents, operating with the 
authority set forth for it in the Bylaws of the Synod. In operating 
the institution as an agent of the Synod, a board of regents of a 
university and its members are bound to carefully exercise its fidu-
ciary duty to the Synod (Bylaws 3.10.6.4 [i] and 3.10.6.4 [i][1]). If 
a university board of regents were convinced that it was in the best 
interest of both the Synod and that institution for the institution to 
be divested or separated from the Synod, then it would be obligated 
to follow the process detailed in Bylaw 3.6.6.4 (i) and to submit to 
its conclusion.
Question 4:
 Do individual 
members of a Synod university board 
of regents have a duty to comply with the Consti-
tution and Bylaws of the Synod, including without 
limitation Article II and Article III of the Constitu-
tion, when operating and managing and taking ac-
tion on behalf of the university, including an action 
purporting to separate the university from the Syn-
od?
Opinion:
 Yes. Constitutional 
and Bylaw provisions dealing with 
governance of the institutions—including the assignment of ec-
clesiastical supervision and oversight to responsible officers and 
the entrusting of institutional governance to the regents, jointly and 
severally, acting as fiduciaries of the Synod—are intended to pre-
serve for the ministry and mission of the Synod the institutions that 
the member congregations, acting through the Synod, have creat -
ed, sustained, and relied on (Bylaw 1.1.1 [b]). Any noncompliance 
with these provisions on the part of a board of regents or individual 
regent is therefore not in the interest of the Synod. Bylaw 1.5.2 (b) 
and (b)(1) require that every board member of every agency of the 
Synod shall, when operating and managing and taking action on be-
half of such agency (in this case, the university), carry out respon-
sibilities in a manner “reflecting the highest degree of integrity and 
honesty consistent with the Scriptures, the Lutheran Confessions, 
the Constitution, Bylaws, and resolutions of the Synod,” and shall 
act consistently in the interest of the Synod. “Any inappropriate ac-
tivity shall cease or the position will be vacated” (Bylaw 1.5.2 [b]
[1]). As a board of the Synod (Bylaw 3.2.2 [6]), a board of regents, 
which has been given authority to manage the university on behalf 
of the Synod, has a direct, “fiduciary” responsibility to the Synod,

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OFFICER, BOARD, AND COMMISSION REPORTS
proceeding under the dispute resolution process or, 
if appropriate, taking action in secular court?
Opinion: Bylaw 3.3.1.1.1 
assigns ecclesiastical supervision of all 
officers of the Synod and its agencies to the President of the Syn-
od. Bylaw 3.3.1.1.1 (c) gives the President the responsibility and 
authority to exercise ecclesiastical supervision over the doctrine 
taught and practiced at the universities of the Synod. 
Bylaw 3.3.1.2 assigns to the President of the Synod oversight of 
all the agencies of the Synod to ensure that these agencies are act -
ing in accordance with the Constitution, Bylaws, and resolutions 
of the Synod. Specifically in regard to the educational institutions 
of the Synod, the President is charged to officially visit or cause 
to be visited all these institutions to exercise oversight over their 
administration relative to adhering to the Constitution, Bylaws, and 
Resolutions of the Synod (Bylaw 3.3.1.2 [a]).
If the President of the Synod determines there is a violation of the 
Constitution, Bylaws, and resolutions of the Synod, he may call up 
for review any such action and request that this action be altered or 
reversed. If the matter is not resolved, the President of the Synod 
shall refer the matter, as he deems appropriate to the issues and par-
ty/parties to the matter involved, to the Synod Board of Directors, 
the Commission on Constitutional Matters, or to a convention of 
the Synod. He is also required to report to the Synod those who are 
not acting in accordance with the Constitution, Bylaws, and Reso-
lutions of the Synod (Bylaw 3.3.1.2 [c]).
The unauthorized separation of a university of the Synod (which 
is included in property of the Synod) from the Synod inherently 
involves a legal and property matter properly to be referred by the 
President (Bylaw 3.3.1.2 [c][2]) to the Board of Directors as the 
legal representative and custodian of the property of the Synod 
(Const. Art. XI E 2), which then carries out its constitutional au-
thority in the interest of the Synod. Any conflict or uncertainty in 
determining the authorities of the officers and agencies of the Syn-
od in this respect is to be resolved as set forth in Articles of Incorpo-
ration, Article V . Referral by the President of the legal and property 
matters involved to the Board of Directors does not exclude the 
President’s authority otherwise to exercise, or see to the exercise 
of, ecclesiastical supervision (Bylaw 1.2.1 [j]) or detract from “the 
President’s constitutional duty to report to the Synod those who 
do not act in accordance with the Constitution and do not heed his 
admonition, as prescribed in Const. Art. XI B 2” (Bylaw 3.3.1.2 
[c][3]).
The commission has treated the approach that most naturally, in its 
opinion, followed from the question, but notes that its answer is not 
to exclude other processes possible under the Bylaws, including the 
process under Bylaw 1.5.7.1 or other dispute resolution processes 
(Bylaw section 1.10) among eligible parties involved in the matter.
Questions regarding Concordia Publishing House 
Bylaws (23-3004)
Minutes of April 28–29, 2023
A member of the Synod has submitted a request for an opinion re-
garding Bylaws 3.6.3, 1.2.1 (a), and 1.9 consisting of a series of six 
questions with many subpoints listed for each question. To address 
these subpoints would require the commission to make broad, the-
oretical determinations in hypothetical matters, some of which are 
not clearly or specifically addressed by the Bylaws. The commis -
sion, therefore, will limit its answers to the six primary questions 
asked.
laws of the Synod” (Bylaw 1.10.18), would be binding on the par -
ties. 
Question 8:  Can a university of the 
Synod and its Board of Re-
gents avoid the dispute resolution process set forth 
in Synod Bylaw 1.10 by taking unilateral action 
purporting to separate the university from the Synod 
(cf. Synod Bylaw 1.10.2)?
Opinion:
 No. “No 
person, congregation, or agency [emphasis add-
ed] to whom or to which the provisions of this dispute resolution 
process are applicable because of their membership in the Synod 
may render this procedure inapplicable by terminating that mem -
bership during the course of the dispute resolution process” (Bylaw 
1.10.2). 
Question 9:
 What is 
the nature and scope of a board of regents’ 
fiduciary duties to the Synod as stated in Synod By-
law 3.10.6.4 (i)(1)? Are these fiduciary duties solely 
secular duties or do these fiduciary duties also en-
compass operating and managing the institution as a 
fiduciary and an agent of the Synod in a manner con-
sistent with Constitution and Bylaws of the Synod, 
including without limitation Article II and Article III 
of the Constitution?
Opinion: 
 The 
term fiduciary is a commonly used legal term of art. 
Black’ s Law Dictionary (11th Ed.) offers two definitions, both of 
which inform the use of the term to describe the duties regents owe 
to the ecclesial Synod. A fiduciary is: “1. Someone who is required 
to act for the benefit of another person on all matters within the 
scope of their relationship; one who owes to another the duties of 
good faith, loyalty, due care, and disclosure. 2. Someone who must 
exercise a high standard of care in managing another’s money or 
property.” The commission finds that these common definitions are 
included within but may not exhaust the sense of “fiduciary duty” 
that may be inferred from the immediate context of Bylaw 3.10.6.4 
(i)(1). More specifically, the context in Bylaws 3.10.6, 3.10.6.1, and 
3.10.6.4 provides, without exhausting the full scope of said “fiducia-
ry duties to the Synod,” some particular aspects of the responsibil-
ities regents owe the Synod in governing the respective institution 
in a manner that is faithful to the confession of the Synod (Const. 
Art. II) and fulfills its objectives (Const. Art. III; Bylaw 3.10.6.1). 
The fiduciary duties expected of regents are thus not purely secular 
but involve the comprehensive stewardship of the institution in the 
ecclesial interest of the Synod, which has put them in place to gov-
ern. Governing the institution as a “fiduciary” or “agent of the [ec-
clesiastical] Synod, in which ownership is primarily vested” (Bylaw 
3.10.6.4 [i][1]) and, indeed, as a “governing board[] of the Synod” 
(Bylaw 3.2.2), they owe duties of “good faith, loyalty, due care, and 
disclosure” and a “high standard of care” to maintain the institution 
in faithfulness to the Synod’s confession (Const. Art. II); in fruitful-
ness with regard to the accomplishment of the Synod’s objectives 
(Const. Art. III and relevant bylaws, resolutions, and policies, as 
such pertain to the operation of a Synod university); and consistent 
in every respect with the governance model the Synod has set forth 
to assure the institution operates in its ecclesial interests (see above, 
“Universities as Agencies of the Synod” and Opinion to Question 4).
Question 10:
 If a board of regents of a university of the 
Synod 
fails to carry out or breaches its fiduciary duties to 
the Synod as required in Synod Bylaw 3.10.6.4 (i)
(1), who or what body, within the Synod, has the 
authority and responsibility to take action to address 
and correct the breach of fiduciary duty, including

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OFFICER, BOARD, AND COMMISSION REPORTS
bility to determine that every doctrinal statement made in its or 
any of its agencies’ or auxiliaries’ materials is in accord with the 
Scriptures and the Lutheran Confessions.” Bylaw 3.6.3 (d) reads, 
“All materials of a religious or theological nature shall be approved 
through the Synod’s prescribed procedure for doctrinal review 
before publication,” which specifically states that everything pub-
lished by CPH that is of a religious or theological nature is subject 
to doctrinal review as described in Bylaw section 1.9. However, 
the bylaws provide three exceptions to the requirement of doctrinal 
review: The first is “study documents and exploratory material … 
published by boards, commissions, or other subordinate groups of 
the Synod,” so long as these are clearly marked as “being released 
for study and discussion purposes, etc.” (Bylaw 1.9.1.1 [b]; the 
commission intends to treat the scope of materials included in this 
exception in Op. 23-3010 and does not do so here). The second is 
“broadcasts over the Synod’s radio station by other than staff mem-
bers” (Bylaw 1.9.1.1 [f]). The third is “official reports of the boards, 
commissions, task forces, and committees of the Synod prepared in 
response to directives of the Synod” (Bylaw 1.9.1.1 [g]). 
Unless the material that is of a religious or theological nature falls 
under one of the three categories referenced above, it is subject to 
the process of doctrinal review as described in the Bylaws. 
Question 5:
 What dif
ferentiates an “official report” under Bylaw 
1.9.1.1 (g) from a study document or exploratory 
material or other work of general work of author -
ship? 
Opinion: See answer 
to Question 4. Bylaw 1.9.1.1 speaks for itself 
as to the distinguishing features of the various categories described.
Question 6:  What qualifies 
as a “response to directives from the 
Synod” under Bylaw 1.9.1.1 (g)?
Opinion: See answers 
to Question 4 and Question 3, where “in-
structed by the Synod” is a comparable phrase.
Service of a Synod Congregation (23-3009)
Minutes of April 28–29, 2023
By an email of April 4, a district president requested an opinion on 
the following two questions:
Question 1: Is a 
congregation in violation of Constitution Article 
VI 3 and Bylaw 2.5.2 if it has as its worship leader 
a pastor, not called by the congregation, who is Lu-
theran and has promised to teach completely in line 
with Lutheran Church—Missouri Synod (LCMS) 
teaching but is on neither the roster of the Synod nor 
that of a church body in altar and pulpit fellowship 
with the Synod?
Question 2:
 Does a 
district president have the authority to autho-
rize a pastor who is a member of a church body with 
which the LCMS is not in altar and pulpit fellowship 
to proclaim the Word and administer the Sacraments 
on a regular basis to a congregation of the Synod?
Background: Const. Art. VI lists the conditions of membership in 
the Synod. The first three of these conditions are pertinent for the 
questions raised, and read:
1.
 Acceptance of the confessional basis of Const. 
Art. II.
2. Renunciation of 
unionism and syncretism of every descrip-
tion, such as:
Question 1: What is the scope of “publishing and distribution 
services” to be provided by Concordia Publishing 
House (CPH), “for the agencies of Synod,” in By-
law 3.6.3 (a)? 
Opinion:
 Bylaw 3.6.3 
states the purpose of CPH and reads: “The 
purpose of Concordia Publishing House is to proclaim the Gospel 
of our Lord Jesus Christ. It shall serve the Synod and its agencies 
by developing, producing, marketing, and distributing products for 
use by members of the Synod, other Christians, and the public in 
general.” The terms “developing, producing, marketing, and dis-
tributing” products are intended to cover the full range of the steps 
in having a product prepared for use by the Church. In the case of 
any given product, the role of CPH might include all aspects or only 
one or two.
Bylaw 3.6.3 (a) reads, “It shall supply publishing and distribution 
services for the agencies of the Synod as required, unless this is 
deemed detrimental to the agency involved.” Agencies of the Syn-
od are defined in Bylaw 1.2.1 (a), which defines an agency as: 
“An instrumentality other than a congregation or corporate Synod, 
whether or not separately incorporated, which the Synod in conven-
tion or its Board of Directors has caused or authorized to be formed 
to further the Synod’s Objectives (Constitution Art. III).”
Bylaw 3.6.3 does not describe CPH as the source for the publish-
ing of all material by the Synod, but rather it serves the Synod as 
required. What is required and offered by CPH will vary depending 
on the specifics of any given project of an agency. 
Question 2:
 What is 
meant by the phrase “published by the cor -
poration” in Bylaw 3.6.3 (c)? 
Opinion: Bylaw 3.6.3 (c) reads, “Unless otherwise instructed by the 
Synod, the Board of Directors of Concordia Publishing House shall 
determine what is to be published by the corporation.” “Published 
by” has its ordinary meaning; the term “corporation” in this bylaw 
refers to CPH as a synodwide corporate entity (Bylaw 3.6.1).
Question 3:
 What is 
necessary to trigger the exception to the 
CPH board of directors’ exclusive discretion in the 
determination of what is to be published by the cor-
poration stipulated in 3.6.3 (c) by the words “Unless 
otherwise instructed by the Synod”? 
Opinion:
 Bylaw 3.6.3 
(c) reads, “Unless otherwise instructed by 
the Synod, the Board of Directors of Concordia Publishing House 
shall determine what is to be published by the corporation.” The 
phrase “instructed by the Synod” refers to a specific convention 
action, by which the convention may act directly (instructing a cer-
tain item to be published) or indirectly (directing the production 
of a work or a category of work under specified authority, to be 
published upon completion) or to a requirement that the Synod has 
adopted and placed in the Bylaws. For example, Bylaw 3.1.10.1 
requires CPH to send the official Convention Proceedings to every 
congregation of the Synod and to all delegates, voting and adviso-
ry. Similarly, Bylaw 3.6.3 (a) requires CPH to “supply publishing 
and distribution services for the agencies of the Synod as required, 
unless this is deemed detrimental to the agency involved.” 
Question 4:
 What is 
the scope of the approval required by the 
words “shall be approved through the Synod’s pre-
scribed procedure for doctrinal review” in Bylaw 
3.6.3 (d)?
Opinion:
 The purpose 
of doctrinal review is described in Bylaw 
1.9.1: “Doctrinal review is the exercise of the Synod’s responsi-

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OFFICER, BOARD, AND COMMISSION REPORTS
In part, the preamble to the resolution, 1969 Res. 5-23, “To Reit -
erate in Bylaws that Member Congregations Must Be Served by 
Members of the Synod,” states (Proceedings, pp. 119–20): 
One of the very purposes of synodical fellowship is to pro-
vide guidance and help in the exercise of congregation’s right 
to call a pastor, and one of the very reasons why a synod 
exists is to set standards for the parish pastorate so that the 
individual congregation may be assured that the man whom it 
calls is qualified to serve as its parish pastor (Charter, Art. II 
b; Const., Art. III 3). 
To this end The Lutheran Church—Missouri Synod establish-
es procedures for determining whether men meet the stan-
dards. One of the advantages which a congregation receives 
when it joins the Synod is the protection against pastors who 
do not meet such standards.
…
In order that there may be no misunderstanding or misin-
terpretation of the condition that the membership of con-
gregations in the Synod requires of a congregation that all 
pastors, as also all teachers, who are called to and who serve 
the congregations of the Synod must have been admitted to 
the ministry of the Synod in accordance with the procedures 
provided by the Synod for certification, recommendation, or-
dination, or commissioning of such pastors or called teachers, 
this committee deems it advisable to reiterate the basic con-
stitutional requirements in clear and unmistakable words also 
in the Bylaws:
The convention adopted Bylaw 4.02, below (printed in the 1969 
Handbook as 4.01; Proceedings, pp. 119–20):
4.02 Eligible Pastors and Teachers 
a. 
 Congregations which 
are members of the Synod, in con-
formity with Article III, 3 of the Constitution of the Synod, 
shall call and be served only by pastors and called teachers 
who have been admitted to these respective ministries in 
accordance with the rules and regulations set forth in the 
synodical Handbook and have thereby become members of 
the Synod. 
b. 
 Congregations which 
violate this requirement and persist 
in such violation shall after due admonition forfeit their 
membership in the Synod. 
While the Bylaws were renumbered in the following year, and 
the term teachers was eventually changed to commissioned min-
isters, this bylaw remained essentially unchanged until the 2001 
convention of the Synod. During this intervening period, the status 
of women who were graduates of colleges of the Synod and were 
teaching in the schools of the congregations of the Synod changed, 
so that they were allowed to become members of the Synod and be 
placed on the roster of the Synod. In addition, the use of teachers 
who were not trained in the institutions of the Synod and therefore 
not eligible for membership in the Synod greatly increased in the 
day schools of the congregations of the Synod, which placed them 
in violation of this bylaw. The result was that 2001 Res. 7-12, “To 
Separate Calling and Service of Clergy from Other Church Work-
ers” (Proceedings, p. 168), changed the bylaw to read:
2.45 Calling Ministers of Religion
a.
 Congregations shall 
seek the advice of the respective Dis-
trict President when calling ordained or commissioned 
ministers.
a. Serving congregations of mixed confession, as such, by 
ministers of the church;
b. Taking 
part in the services and sacramental rites of hetero-
dox congregations or of congregations of mixed confes-
sion;
c. Participating in heterodox tract 
and missionary activities.
3. Regular call 
of pastors and any commissioned ministers and 
regular election of lay delegates by the congregations, as 
also the blamelessness of the life of such.
In the original 1847 constitution, current Const. Art. VI 3 (in the 
1847 arrangement, as Const. Art. II 5) reads, “Proper [ordentlicher] 
(not temporary [nicht zeitweiliger ]) calling of the pastors and or -
derly [ordentliche] election of congregational delegates by the con-
gregation. The life of both minister and delegate must be beyond 
reproof” (Concordia Historical Institute Quarterly, April 1943, p. 
3) This wording of today’s Const. Art. VI 3 was intended to reject 
two common trends then occurring in the Lutheran churches in the 
United States: The one was a mentality of “we hired the pastor and 
pay him, so we can tell him what to do and fire him at will.” The 
other was the practice of licensing candidates for the ministry for a 
set period of time as a trial period. The wording rejects these based 
on the nature of a call as a divine call, directed by God; as such, it 
should not have any preset time limitation. 
More recently, the Synod’s current understanding of the phrase 
“regular call of pastors” is described in 1969 Res. 5-23. The resolu-
tion states: “The term regular call as used in our Synod has always 
meant a call extended in conformity with the procedures adopted by 
the Synod as set forth in the Handbook” (p. 120).
Const. Art. VI 1 and 2 would also apply to the questions as asked. 
Const. Art. VI 1 refers back to the confessional statement of the 
Constitution and requires acceptance of that statement as a condi-
tion of membership. Const. Art. VI 2 requires congregations and 
individual members to reject all mixing of doctrine and practice 
with those who teach differently. There is to be doctrinal agreement 
between the congregation and the pastor serving it. This precludes 
an individual who is a member of a church body not in altar and 
pulpit fellowship with the LCMS from being called or serving a 
member congregation. 
Regarding Bylaw 2.5.2: Bylaw 2.5.2 currently reads: 
Congregations that are members of the Synod, as well as 
association schools, agencies, auxiliaries, and recognized 
service organizations shall call and be served only by (1) or -
dained ministers who have been admitted to their respective 
ministries in accordance with the rules and regulations set 
forth in these Bylaws and have thereby become members of 
the Synod; (2) candidates for the pastoral ministry who have 
satisfied the qualifications and requirements for assignment 
of first calls by the Council of Presidents acting as the Board 
of Assignments; or (3) ordained ministers who are members 
in good standing of church bodies that have been formally 
recognized to be in altar and pulpit fellowship with the Synod 
when agreements for such calls are in place.
A bylaw requiring congregations to call and be served only by or -
dained members and teachers who are on the roster of the Synod 
was first adopted by the 1969 convention partially in response to 
1969 Ov. 5-05, which referenced pastors who had resigned from the 
Synod but still wished to continue to serve the congregation which 
had called them (Workbook, p. 229).

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OFFICER, BOARD, AND COMMISSION REPORTS
gation puts its membership in the Synod in jeopardy (Bylaw 2.5.4; 
Const. Art. VI 3; XIII 1).
Question 2: Does a 
district president have the authority to autho-
rize a pastor who is a member of a church body with 
which the LCMS is not in altar and pulpit fellowship 
to proclaim the Word and administer the Sacraments 
on a regular basis to a congregation of the Synod?
Opinion:
 No. A
 district president does not have the authority to ig-
nore the Constitution and Bylaws of the Synod but rather needs to 
admonish a congregation that insists on calling or being served by 
a pastor who is a member of a church body not in pulpit and altar 
fellowship with the Synod that by doing so the congregation puts 
its membership in the Synod in jeopardy (Bylaw 2.5.4; Const. Art. 
VI 3; XIII 1). 
Advisors in Restriction, Removal from Office, Etc. 
(23-3011)
Minutes of June 8–11, 2023
By an email of June 6, a member of the Synod, an ordained minis-
ter, requested opinions on the following questions, which he pref-
aced with the following statement:
CCM Opinion 12-2660 states the following: “An overarching 
principle in the Constitution and Bylaws of the Synod, as well 
as in the [Standard Operating Procedure Manuals (SOPM)] 
for both the dispute resolution process and the process of ex-
pulsion from membership in the Synod, is one of due process, 
fairness, and impartiality. Thus, all hearings and all investi-
gations must be conducted in a fair and equitable manner.”
The following questions pertain to the “due process, fairness, 
and impartiality” of the LCMS Bylaws and other official 
documents when addressing the issue of obtaining and pro-
viding advice and counsel in the adjudication process when 
an individual member of Synod faces potential removal from 
office or is placed on restricted or suspended status by a dis-
trict president.
In its reply, the commission notes the following context, which is 
necessary to understanding the opinions that follow:
The commission, as interpreter of the Constitution, Bylaws, and 
resolutions of the Synod, can only interpret the term advisor with 
regard to such advisors as are identified explicitly in the Bylaws, for 
example in Bylaws 2.14.7.8 (h), 1.10.7.4 (a), etc. It does not in the 
following responses deal with other individuals from whom parties 
may informally seek advice, except in response to Questions 6 and 
8, in which the “advisors” in question are not those described in 
the Bylaws.
With regard to questions of “due process, fairness, and impartial -
ity,” raised at several points below, the commission responds that 
the Constitution of the Synod and procedures set forth in the By-
laws (and attendant Standard Operating Procedures Manuals) es-
tablish the parameters for “due process, fairness and impartiality.” 
The conduct of an ecclesiastical supervisor within such processes 
and generally, as he carries out his duties under Constitution Ar -
ticle XII 7–8, is expected to be consistent with the constitutional 
purposes of his office, namely as described in Const. Art. III 8–9. 
His conduct is subject to review by mechanisms included in these 
processes and by the President of the Synod. 
Question 1: 
 Bylaw 2.14.7.8 (h) indicates that 
the accused is per-
mitted to make use of an advisor in the adjudication 
b. Congregations that are members of the Synod shall call 
and be served only by ordained ministers who have been 
admitted to their ministries in accordance with the rules 
and regulations set forth in these Bylaws and have thereby 
become members of the Synod.
c.
 Congregations that 
are members of the Synod shall call 
only commissioned ministers who have been admitted to 
their ministries in accordance with the rules and regula -
tions set forth in these Bylaws and have thereby become 
members of the Synod.
d.
 Congregations that 
violate these requirements and persist 
in such violation shall, after due admonition, forfeit their 
membership in the Synod.
This change demonstrates that the terms call and be served by are 
not to be regarded as synonyms. In today’s practice many others 
are serving congregations by leading worship without a call. Emer-
itus pastors regularly serve as vacancy pastors, at times for congre-
gations not in the process of calling, or regularly simply serve in 
vacant congregations every Sunday, often for periods of a year or 
more, which might include offering the Sacraments and conduct -
ing weddings and funerals. Ordained ministers on candidate status 
also are eligible to serve in the same way. Students from the sem-
inaries of the Synod lead worship in congregations that have no 
pastor. Vicars on occasion are the only one serving congregations 
with their supervising pastor called by and serving a neighboring 
congregation. While these other instances of serving reflect a wide 
variety, what is consistent is that those serving are either ordained 
members of the Synod, or students authorized by a seminary of 
the Synod and under the supervision of an ordained member of the 
Synod. 
Question 1:
 Is a 
congregation in violation of Const. Art. VI 3 
and Bylaw 2.5.2 if it has as its worship leader a pas-
tor, not called by the congregation, who is Lutheran 
and has promised to teach completely in line with 
LCMS teaching but is on neither the roster of the 
Synod nor that of a church body in altar and pulpit 
fellowship with the Synod?
Opinion:
 In its 
response, the commission understands the term 
worship leader as used in this question to mean the individual per-
forming the role of the pastor in the public worship of the congre-
gation, proclaiming the Word and/or administering the Sacraments.
A pastor who is not a member of the Synod or of a church body 
with which the Synod is in altar and pulpit fellowship is ineligible 
either to be called by a congregation or to serve a congregation by 
leading worship. For a congregation to so call or be served would 
be a violation of the conditions of membership under Const. Art. 
VI 3. Bylaw 2.5.2 requires congregations to “call and be served 
only by” individuals listed in the three following categories (i.e., 
ordained ministers on the roster of the Synod; candidates certified 
for initial placement, for example, by successful completion of 
colloquy; and ordained ministers in good standing on the roster of 
church bodies in altar and pulpit fellowship with the Synod), the 
word “only” highlighting the exclusive nature of this requirement. 
A congregation may not call an excluded individual. The words 
“and be served by” indicate that a congregation also may not be 
served by an excluded individual in a pastoral capacity (such as by 
his leading worship), even if it does not call him (cf. Op. 20-2957). 
By calling or being served by an excluded individual, the congre-

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Opinion:  Bylaws 2.13.2.4 and 2.13.4.3 (b) require the district 
president to “minister to [a restricted or suspended] member ei-
ther directly or through others, concern himself with the spiritual 
well-being of [the] member, and continue efforts to resolve those 
matters which led to the imposition of [restricted or suspended] sta-
tus.” This activity is the responsibility of the district president and 
originates from his office. The advisors provided for in the proce-
dures of Bylaw sections 1.10, 2.14, and 2.17 are selected by the 
respective parties, subject to those Bylaws and Standard Operating 
Procedures Manuals. There is no formal advisor provided in the 
2.13.2 or 2.13.3 process. This does not preclude the restricted or 
suspended member from seeking advice from other sources of his 
or her own choosing. 
Question 3: 
 Is the 
individual member of Synod who is placed 
on restricted status free to choose her or his advi-
sor in the same manner that is permitted under By-
law 1.10.7.4 (a), Bylaw 1.10.18.1 (e), and Bylaw 
2.14.7.8 (h)? If not, how do the bylaws ensure due 
process, fairness, and impartiality?
Opinion: 
 There is no advisor 
provided in the 2.13.2 or 2.13.3 pro-
cess. 
Question 4:  Must any 
advisor to an individual member of the 
Synod who is on restricted status be appointed by 
the applicable district president or approved by the 
district president? If “yes,” how does this ensure due 
process, fairness, and impartiality?
Opinion: 
 There is no advisor 
provided in the 2.13.2 or 2.13.3 pro-
cess. 
Question 5:  May a 
district president prevent an individual mem-
ber of Synod from serving as an advisor to another 
individual member of Synod by exercising ecclesi -
astical discipline against her or him? If “‘yes,” how 
does this ensure due process, fairness, and impar -
tiality?
Opinion: 
 There is no advisor 
provided in the 2.13.2 or 2.13.3 pro-
cess. Should the case of an individual who had been placed on re-
stricted status proceed to a Bylaw section 2.14 or 2.17 process, the 
member, who is now on suspended status, may choose anyone as an 
advisor in accordance with the Bylaws and the controlling Standard 
Operating Procedures Manual. 
Any such advisor, if a member of the Synod, remains even in his 
or her conduct as an advisor under the ecclesiastical supervision of 
his or her district president. It is conceivable that a member of the 
Synod in serving as an advisor could act in such a way that he or 
she would put his or her own membership in the Synod in jeopardy.
It was unclear to the commission if this question is also intended to 
be in relation to the advisor referenced in the following question. If 
so, see the response to Question 6. 
Question 6: 
 The February 
2020 edition of the Circuit Visitors’ 
Manual states the following concerning the choice 
for an advisor when a pastor might be facing possi-
ble removal from office by a congregation’s voters 
assembly: “The district president is encouraged to 
appoint a pastoral adviser [sic] for the pastor to as-
sist him in examining the charges and preparing bib-
lical responses to charges” (5 a, p. 275). “The pastor 
is encouraged to have an advisor with him during 
this meeting to assist him in preparing his biblical 
process for expulsion from membership in the Syn-
od. Bylaw 1.10.7.4 (a) and Bylaw 1.10.18.1 (e) also 
permit an advisor in dispute resolution cases. Is the 
use of an advisor also permitted under Bylaw 2.13.2 
when an individual member of Synod is placed on 
restricted status? If it is prohibited, how do the by-
laws ensure due process, fairness, and impartiality?
Opinion: 
 There is 
a significant difference in the purpose of Bylaw 
sections 2.14, 2.17, and 1.10. Bylaw section 1.10 is for resolving 
disputes among members of the Synod. It may lead to the formation 
of a formal panel, which will hear the case and render a binding de-
cision. Both parties in the dispute, if they so choose, are allowed to 
select an advisor of their choice, who will assist in the formal pro-
ceedings subject to the applicable bylaws. Bylaw sections 2.14 and 
2.17 deal with the process for removal of a member of the Synod 
from membership in the Synod. These sections conclude with for -
mal proceedings, as the result of which a hearing panel will render a 
binding decision. Both parties in the process, if they so choose, are 
allowed to select an advisor of their choice, who will assist in the 
preparation for the formal hearing and at the formal hearing operate 
subject to the applicable bylaws. 
The purpose of Bylaw 2.13.2 is to facilitate the ability of a dis-
trict president to exercise proper ecclesiastical supervision by con-
ducting an investigation when he becomes aware of substantive 
information that could lead to the expulsion of a member from the 
Synod under Article XIII or the removal of a member of the Synod 
from a called position by a congregation. An individual on restrict-
ed status is eligible to continue in his current call and any other 
position currently held in the Synod at the time he was placed on 
restricted status. He may not accept a call to any other position of 
service in the Synod. While in certain cases restricted status can be 
extended, restricted status is intended to last for no more than one 
year with either the situation being resolved and restricted status 
removed, or the member suspended which leads to an expulsion 
process described in Bylaw section 2.14 or 2.17.
An individual on restricted status may petition the Council of 
Presidents for removal of restricted status as described in Bylaws 
2.13.3–2.13.3.2. In the event that the petition to remove restricted 
status fails, the member simply continues on restricted status and 
the investigation by the district president continues. 
Bylaws 2.13.3–2.13.3.2 make no provision for an advisor in the 
process, since in essence the question is whether or not the district 
president should proceed in determining the facts of the case in 
order to enable him to conclude the process either with a lifting 
of the restricted status or suspension of the member. The role of 
the advisor comes at the time the formal proceedings begin under 
Bylaw section 2.14 or 2.17. At this point an advisor is available to 
each party, intended to assist both parties in the presenting of their 
cases before the hearing panel. 
The only formal proceeding involved in Bylaws 2.13.2–2.13.3.2, 
dealing with restricted status, is the hearing of a petition for remov-
al of such status (Bylaw 2.13.3.2). The attendance at that hearing is 
fixed by Bylaw 2.13.3.2 (e) and, in notable contrast to procedures 
under Bylaw sections 1.10, 2.14, and 2.17, does not allow for atten-
dance of an advisor to either party.
Question 2: 
 If the 
answer to Question 1 is “yes,” in what way(s) 
is this advisor different from the spiritual care that 
is mandated in Bylaw 2.13.2.4 and Bylaw 2.13.4.3 
(b)?

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material” produced by “boards, commissions, or other subordinate 
groups of the Synod.” The commission understands this question to 
be a question of the scope of this bylaw generally, and also specif-
ically to CPH. In order to answer this question, there are two items 
which need to be addressed. First, whether CPH is a “board[], com-
mission[], or other subordinate group[] of the Synod,” and, second, 
what is the scope of “study documents and exploratory material.” 
With respect to the first inquiry, CPH is included within the defi-
nition of an “agency” and specifically within that of a “synodwide 
corporate entity” under Bylaws 1.2.1 (a) and (w), either of which 
would fall under the definition of a “subordinate group” of the Syn-
od. The board of directors of CPH is, moreover, also a board of the 
Synod (Bylaw 3.2.2), and the board determines, “unless otherwise 
instructed by the Synod,” “what is to be published by the corpora-
tion” (Bylaw 3.6.3 [c]). CPH does, therefore, fall within this broad 
category, most naturally by its board being one “of the Synod.”
With respect to the second inquiry, the category of “study docu-
ments and exploratory material” (Bylaw 1.9.1.1 [b]) is not with-
out limitation. Since this term is not defined within the Bylaws, 
we must look to the natural meaning of the term and the context in 
which it is used. The most natural import of this term is that it is 
intended for a limited purpose. Indeed, the notice that is required 
under Bylaw 1.9.1.1 (b) for such materials includes that the materi-
al “is being released for study and discussion purposes.” 
Could any board, commission, or other subordinate group produce 
material for study on any topic? Could, for instance, the Commis-
sion on Constitutional Matters produce study materials on exe-
getical or doctrinal topics? By no means. There must be a nexus 
between the Synod’s charge of the board, commission, or other 
subordinate group and the study materials it is producing. In the 
previous example, the Commission on Constitutional Matters is not 
charged under the Constitution and Bylaws with matters of exege -
sis or doctrine; therefore, it would not be appropriate for the com-
mission to be producing such study materials outside of its purview. 
Any such materials would not aid the commission in the carrying 
out of its duties; instead, the production and publication of such 
would be more of a usurpation of responsibilities assigned to others 
under the Constitution and Bylaws. The commission finds that the 
scope of “study documents and exploratory material” conceived of 
as being produced, possibly without doctrinal review, by a given 
“board[], commission[], or other subordinate group[] of the Syn-
od,” is limited by the specific charge given to the particular entity 
in the Constitution and Bylaws of the Synod. Materials that would 
not be in keeping with the charge of a particular “board[], commis-
sion[], or other subordinate group[] of the Synod” are not hereby 
authorized to be produced and published by that group. (Of course, 
where CPH is not itself generating a work but “supply[ing] pub-
lishing and distribution services for the agencies of the Synod as 
required,” Bylaw 3.6.3 [a], the applicable limitation on the scope of 
“study documents and explanatory material” is determined by the 
charge of the entity generating the document. The generating entity 
also bears the burden of satisfying the applicable requirements of 
doctrinal review.)
This understanding of Bylaw 1.9.1.1 (b) comports with the history 
of that bylaw and historical practice. As originally enacted in 1971, 
the provision that has become Bylaw 1.9.1.1 (b) read:
“The right to produce study documents and exploratory ma-
terial plainly designated as such and published by boards, 
commissions, or other subordinate groups of the Synod is 
responses to charges. This advisor is to be appoint -
ed by the district president” (7 g, p. 275). Assuming 
that the CCM reviews and approves this manual, 
how does this procedure constitute due process, 
fairness, and impartiality (especially if the district 
president himself has placed the individual member 
of Synod on restrictive status or suspended status)?
Opinion: 
 The section 
of the Circuit Visitors’ Manual quoted in the 
question is a portion of a larger section of that same manual that 
addresses the role of the district president when there is a conflict 
between a congregation and its pastor that has degenerated to the 
point where the congregation is considering terminating the pas-
tor’s divine call. As described in Art. III 9 of the LCMS Consti-
tution, the district president is responsible for the well-being both 
of the congregation and the pastor and to help both through these 
difficult times. 
In carrying out this responsibility for both, the document included 
in the Circuit Visitors’ Manual encourages the district president to 
appoint a pastoral advisor for the pastor as well as to consider ap-
pointing an advisor for the congregation. The appointment of an 
advisor in these instances is not addressed in the Bylaws. 
The Constitution and Bylaws of the Synod do not require the pastor 
or congregation to accept the advisor appointed by the district or 
prohibit their seeking advice from other sources. It is nonetheless 
conceivable and consistent with a district president’s office that he 
might advise against having a certain individual serve as an advi-
sor out of concern that it would not prove helpful in resolving the 
matter at hand.
Question 7: 
 In the 
LCMS adjudication process, do the same 
rights and privileges afforded to ordained ministers 
of religion in the LCMS Bylaws, SOPM, and other 
documents apply also to commissioned ministers of 
religion? If not, how does this ensure due process, 
fairness, and impartiality?
Opinion: 
 The processes 
described in the Bylaws and Standard Op-
erating Procedures Manuals apply to all members of the Synod.
Question 8: May a 
district president prevent an individual mem-
ber of Synod from serving as an advisor to another 
individual member of Synod in the procedures of a 
congregation when potential removal of the called 
worker from office is at stake? If yes, how does this 
ensure due process, fairness, and impartiality?
Opinion:
 See answer to Question 6.
Scope of Bylaw 1.9.1.1 (b) concerning Concordia 
Publishing House (23-3010)
Minutes of June 8–11, 2023
At the request of the Board of Directors of Concordia Publishing 
House (CPH), clarification was sought on the relationship between 
Bylaw 1.9.1.1 (b) and Bylaw 3.6.3 (d).
Question 1:
 Is CPH 
considered a “board[], commission[], or 
other subordinate group[] of the Synod” pursuant to 
Bylaw 1.9.1.1 (b) which may produce study docu-
ments and exploratory material, which if properly 
marked, may be published without first being sub-
mitted to the doctrinal review process?
Opinion: 
 Bylaw 1.9.1.1 
(b) provides an exception to the normal 
doctrinal review process for “study documents and exploratory

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OFFICER, BOARD, AND COMMISSION REPORTS
identifying doctrinal errors or statements that are “inadequate, mis-
leading, ambiguous, or lacking in doctrinal clarity” (Bylaw 1.9.2 
[f]) in the historical texts. “Positions deviating from the doctrinal 
resolutions of the Synod” shall be “clearly identified as such” (By-
law 1.9.2 [g]). It may be a more difficult path to follow, but the path 
cannot be avoided as the Bylaws require such review. While the 
Commentary preface included the statement that the content had 
not been doctrinally reviewed, its being a study document, it also 
included such statements, which may—given the apparent intended 
audience of the work—satisfy any concerns about doctrinal state -
ments included in the historical text itself (which obviously cannot 
simply be adjusted away). 
With respect to CPH specifically, it is a “board[], commission[], or 
other subordinate group[]” under Bylaw 1.9.1.1 (b) and is therefore 
able to produce study materials. But as with any other board, com-
mission or subordinate group, the study materials it can produce 
are those that relate to matters that fall within its purview. CPH’s 
purpose is “to proclaim the Gospel of our Lord Jesus Christ.” (By-
law 3.6.3). It does this “by developing, producing, marketing, and 
distributing” certain materials (ibid., emphasis added). Study ma-
terials produced by CPH, with no other originating board, commis-
sion, or other subordinate group, would be limited to study and ex-
ploration of development, production, marketing, and distribution. 
This sphere of responsibility would be very unlikely to generate a 
study document in the sense contemplated here. Bylaw 3.6.3 (d) 
requires that any of those materials CPH publishes that are of a 
religious or theological nature must be “approved through the Syn-
od’s prescribed procedure for doctrinal review before publication.” 
(The interplay of Bylaws 3.6.3 [d] and 1.9.1.1 [b] will be discussed 
in the below opinion.) This restriction makes sense in that if CPH 
were to publish materials that were not doctrinally sound, it would 
undermine its purpose of proclaiming the Gospel of Jesus Christ. 
Question 2:
 Assuming that 
CPH is such a subordinate group of 
the Synod, does Bylaw 3.6.3 (d) which states “All 
materials of a religious or theological nature shall be 
approved through the Synod’s prescribed procedure 
for doctrinal review before publication” prevent 
CPH from publishing material pursuant to Bylaw 
1.9.1.1 (b)?
Opinion: 
 The commission 
understands this to be a question of the 
interplay of Bylaw 3.6.3 (d) (which requires doctrinal review be-
fore CPH can publish) and Bylaw 1.9.1.1 (b) (which, as discussed 
above, allows for publishing in certain situations without going 
through doctrinal review). The commission finds that Bylaw 3.6.3 
(d) requires CPH to comply with the doctrinal review requirements 
of Bylaw section 1.9 with respect to “all materials of a religious or 
theological nature.” Where CPH, within the “nexus” described in 
Question 1, satisfies the requirement of doctrinal review by way of 
the mechanism described in Bylaw 1.9.1.1 (b), it has thereby satis-
fied the requirement of Bylaw 3.6.3 (d). 
The commission notes, in closing, that bylaws dealing with doctri-
nal review and dissent, given changes in the structure of the Synod 
and in the free exchange of information, may be due for compre -
hensive review and revision.
Doctrinal Review Challenge of Exempted Items 
(23-3014)
Minutes of July 27–August 3, 2023
On July 28, 2023, the Secretary of the Synod asked the commission 
for an opinion on the following question, which the commission ad-
recognized. When such material is to be issued publicly, it 
shall be subject to doctrinal review.”
It is clear from this language that study materials were meant to be 
used by a particular board, commission, or other subordinate group 
(which use could include dissemination to a sphere of competent 
discussion partners in a study process of limited scope); not pub-
licly. And if such materials were to be used by a particular board, 
commission, or other subordinate group, it naturally follows that 
such materials would be related to the charge of that board, com-
mission, or other subordinate group. A key aspect of this system is 
discernment. A particular board, commission, or other subordinate 
group and its “sphere” as described above is competent to review 
and evaluate critically those items which fall within its purview. 
This discernment is also a key aspect of the related concept of dis-
senting from doctrinal positions of the Synod, wherein objections 
are first raised “within the fellowship of peers (that is, with those 
who are competent to evaluate the issue critically)” (Bylaw 1.8.2) 
and then to the Commission on Theology and Church Relations. It 
would be nonsensical for a group to produce study material unre-
lated to its charge but to be used only by that group. Instead, these 
materials serve essentially as “penultimate” documents intended to 
result in a clearer or more correct public presentation of doctrine or 
practice in subsequent documents or efforts. Given this context, it is 
not surprising that the bulk of the study documents historically have 
originated with the Commission on Theology and Church Relations 
(Bylaw 3.9.5), which has explicit charges in this regard (Bylaws 
1.6.2 [b][1–2], 1.8.2, 3.9.5, and 3.9.5.2–3.9.5.2.1).
In 2007, the language of Bylaw 1.9.1.1 (b) was changed by deleting 
the final sentence of the original language (as included above) and 
inserting the provisions related to the required notice that exists in 
the current version of the Bylaw. The commission finds that the 
2007 change did not fundamentally change the scope or purpose 
of “study documents and explanatory materials.” It changed the 
potential scope of distribution of such materials by removing the 
restriction on public issue of such items prior to doctrinal review. It 
did so while continuing to satisfy the concern that such documents 
be shared with discernment and not be understood as reliably teach-
ing the doctrine of the Synod by requiring them to feature promi-
nently the noted caution (Bylaw 1.9.1.1 [b]). 
Since CPH’s edition of Albrecht Peters’ Commentary on Luther’ s 
Small Catechism (2009–13; hereafter, Commentary) was cited as 
an example in the materials provided to the commission related to 
this question, the commission finds it necessary to briefly discuss 
historical materials with doctrinal content (that is, falling under By-
law 1.9.1.1 [a]; cf. Bylaw 3.6.3 [d]). Unlike materials that have not 
been published yet or materials of which the author is still living 
and able to make changes, these historical materials are not mallea-
ble. Yet, these texts may contain positions on doctrine that are not 
in alignment with Synod’s positions. The Bylaws do not provide 
an exception to doctrinal review for these materials, unless their 
distribution is contemplated strictly within the parameters of “study 
documents or exploratory materials” described above; their “histor-
ical” nature does not of itself render them such. 
The commission notes that the doctrinal review of these “historical 
materials” may require a more nuanced approach by the Commis-
sion on Doctrinal Review. One possibility for approval of such doc-
uments that are, on a whole, profitable for use, with discernment, in 
the Synod would be for the originating body to identify and include 
clearly in prefatory or other accompanying published material, to 
the satisfaction of the Commission on Doctrinal Review, statements

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in the Constitution, Bylaws, and resolutions of the Synod, 
since such a question pertains fundamentally not to the pre-
senting fact situation but to the interpretation and meaning 
of the Constitution, Bylaws, and resolutions of the Synod, 
is outside of the authority of the dispute resolution process 
to arbitrate or adjudicate, as stated in the Bylaws. Author -
ity to interpret the Constitution, Bylaws, and resolutions 
of the Synod is specifically given by the Bylaws only to 
the Synod’s Commission on Constitutional Matters (Bylaw 
3.9.2.2). Any dispute resolution process is subject in all 
its aspects to “Holy Scripture, the Lutheran Confessions, 
and the Constitution and Bylaws of the Synod” (Bylaw 
1.10.18). As to the Constitution and Bylaws of the Synod, 
opinions of this commission are finally dispositive of any 
questions as to their interpretation that arise during a dis-
pute resolution process (Bylaw 1.10.18 [h], [h][1]). While 
the question of whether a board of regents has the author -
ity described is thus finally resolved by this commission’s 
interpretation of the Constitution and Bylaws in the nega-
tive, this is not to foreclose the applicability of the dispute 
resolution process to disagreements or disputes, related to 
or arising out of this action, as may apply to the board of 
regents as a whole or to individual regents as “members of 
congregations of the Synod elected or appointed to posi-
tions with … an agency of the Synod” (Bylaw 1.10.2 [5]).
Any proposal to submit a dispute regarding matters of governance 
either to the Synod’s dispute resolution process or an external me-
diator is out of order.
The commission notes, as it did in Op. 23-3006, that the Synod’s 
dispute resolution process could be available to the various indi-
viduals involved in the dispute should they desire to seek personal 
reconciliation, and is the exclusive remedy (Bylaw 1.10.1.1):   
1.10.1.1 The Holy Scriptures (1 Cor. 6:1–7) urge Christians to 
settle their differences by laying them before the “members 
of the brotherhood.” Therefore, the Synod in the spirit of 1 
Corinthians 6 calls upon all parties to a disagreement, accu -
sation, controversy, or disciplinary action to rely exclusively 
and fully on the Synod’s system of reconciliation and con-
flict resolution. The use of the Synod’s conflict resolution 
procedures shall be the exclusive and final remedy for those 
who are in dispute. Fitness for ministry and other theologi -
cal matters must be determined within the church. Parties to 
disputes are urged, in matters of a doctrinal nature, to follow 
the procedures as outlined in Bylaw section 1.8.
The parties here would be required to use the 1.10 dispute resolu-
tion process, which includes both the formal component and the 
informal component. If the parties desire to use a mediator in that 
informal process, they would be required to use a Synod reconcil -
er (Bylaw 1.10.5) rather than an external mediator. Any use of an 
external process or mediator is precluded by Bylaw section 1.10.
Specific Ministry Pastor Supervision of 
Commissioned Ministers (23-3017)
Minutes of March 15–16, 2024
By an email of September 27, a district president requested an opin-
ion on the following questions regarding the permissibility of su-
pervision of commissioned ministers by a specific ministry pastor 
(SMP). Consonant with Bylaw 3.9.2.2 (b), the commission request-
ed, received, and reviewed input from the Council of Presidents and 
members of the Pastoral Formation Committee. Having concluded 
dressed while the Secretary was attending to convention business:
Question:  Noting Op. 
17-2869, does Bylaw 1.9.1 (and By-
law 3.9.3) permit material exempted from original 
doctrinal review under Bylaw 1.9.1.1 (g) or (b) to 
have its doctrinal review certification appealed, fol-
lowing publication, under the procedure of Bylaw 
3.9.3.2.2?
Opinion: Op. 17-2869 does not have as its subject matter the excep-
tions noted in Bylaw 1.9.1.1 (b) or (g), but does put forth the gen-
eral position that all matters can have their doctrinal statements re-
viewed: “The primary responsibility for doctrinal supervision and 
review lies with the President of the Synod” (1.9.2 [a]) and he ex-
ercises this responsibility for doctrinal review of all materials and 
publications of Synod and its agencies or auxiliaries either through 
those reviewers appointed under Bylaw 1.9.2 (a) or through those 
stipulated separately in 1.9.1.1 (c–f).
The exceptions noted in Bylaw 1.9.1.1 (b) or (g) are not subject to 
doctrinal review and are therefore not doctrinally certified. The first 
requirement of Bylaw 3.9.3.2.2 is that the publication challenged 
be doctrinally certified. Without the publication being first doctrin-
ally certified, the challenge procedure outlined in Bylaw 3.9.3.2.2 
is not available.
Therefore, any questions concerning the doctrinal content of those 
matters under Bylaw 1.9.1.1 (b) and (g) would normally be referred 
to the President of the Synod.
Proposed Amendments to Convention Resolutions 
(23-3012, cont.)
Minutes of July 27–August 3, 2023
The commission reviewed several proposed amendments to res-
olutions published in the First Edition of Today’ s Business, upon 
request either of their submitters or of floor committees to which 
they had been recommended. 
(H) Proposed Substitute for Res. 7-03, “To Work Toward Resolu-
tion with Concordia University Texas”
In its review of Substitute Resolution 7-03 (2023 Today’ s Business, 
3:395) the Commission on Constitutional Matters notes that while 
agencies and corporate Synod are eligible for the dispute resolu-
tion process, such a dispute cannot involve the interpretation and 
of the Constitution and Bylaws, since the Synod in convention has 
assigned this responsibility to the Commission on Constitutional 
Matters. As stated in Op. 23-3006:
Question 6: 
 Assuming a university of the Synod and its 
board of regents are eligible partie
s to the 
dispute resolution process set forth in Synod 
Bylaw section 1.10, does the dispute resolu-
tion process apply to a dispute between the 
Synod (or its President or Board of Direc-
tors) and a board of regents regarding that 
board of regents unilaterally amending or 
modifying its governance documents, and 
regarding whether the action of the board 
of regents is within the authority granted to 
it under the Constitution and Bylaws of the 
Synod?
Opinion:
 Essentially, 
no. The fundamental material 
question of whether a Synod university has the authority 
to unilaterally change its governance from that prescribed

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He serves, in turn, under the ecclesiastical supervision of his district 
president (as does any pastor who is a member of the Synod), as 
well as under the additional supervision
1 of a non-SMP pastor. The 
authority, however, of his office as pastor loci is not diminished by 
Bylaw 2.13.1 (a); diminished only is his jurisdiction  outside the 
scope defined by his call (in this case, outside his parish).
Background: SMP Formation, Specific Ministry Context, and the 
Role of District Presidents
At the same time, the theological education of an SMP is formed 
for a specific ministry context: “[The SMP] is eligible to serve only 
in that specific ministry context for which he has been trained and 
may not be offered or accept a call for ministry for which he has 
not been certified as determined by his district president” (Bylaw 
2.13.1). The SMP program consists—by design, as an exceptional 
route—of training and formation that lacks the depth and breadth 
of preparation afforded by the M.Div. track: “Emerging needs and 
economic pressures often make it impossible to call a pastor who 
has received a broad and thorough theological education to every 
congregation or mission station where, nevertheless, people need 
to hear the Gospel” (2007 Res. 5-01B, “Background,” Proceed-
ings, 133). The SMP curriculum focuses on “basic competencies” 
for Word and Sacrament ministry, with seminars and local mentor-
ship touching on aspects of the particular context (perhaps includ -
ing “basic mission planter training, edge gathering, and advanced 
mission planter training”) (id., 134). Upon certification, call, and 
ordination, “the student is placed on the pastoral roster of the Synod 
as a ‘specific ministry pastor.’ He now may preach and administer 
the Sacraments under supervision in a specific locality.” He subse-
quently must complete the educational program to “continue devel-
opment of the foundational competencies necessary for serving as 
a specific ministry pastor” (id., 135).
Specific ministry pastors are “pastors certified for calls into specific 
ministry contexts, who serve under the supervision not only of the 
district president but also of a designated general ministry pastor. 
As such, they are eligible for calls into a similar specific minis-
try context, where they continue under the supervision of a general 
ministry pastor” (id., 135). 
While the specific kind of ministry or context may vary in some 
duties and responsibilities from situation to situation, what does not 
change is that the SMP remains under the supervision of a pastor 
who is not SMP. This supervision is essential to the ongoing service 
of SMPs in whatever context and continues as long as the SMP is in 
service or rostered, unless he continues his education and reaches 
“a level appropriate to general ministry pastor” and, as a result of 
an examination, has his status changed (ibid.). In view of the fact 
that “an SMP pastor has been certified and ordained to serve in a 
specific kind of ministry” (emphasis added), the implementing res-
olution looked for “opportunity” for such a pastor “subsequently 
to be prepared to serve the church more broadly,” noting that this 
further necessary preparation would require “a combination of fur-
ther academic preparation, accumulated pastoral experience, and 
examination (id., 134).”
In view of the limited training and formation of SMPs, 2013 Res. 
5-04B resolved “that district presidents not approve specific min-
istry sites which could reasonably be expected to support a general 
pastor or sites where a minister of religion–commissioned could 
fulfill the duties” (Proceedings, 140). This restriction, still in effect, 
underscores and circumscribes the authority and responsibility of 
district presidents to limit the calling or service of SMPs to ministry 
contexts for which their training adequately prepares them and for 
the extensive discussion begun in its December meeting, the com-
mission offers the following background and responds to the series 
of questions as follows:
Background: Interpretation of Bylaw 2.13.1 (a)
The questions asked arise out of Council of Presidents Policy Man-
ual 14.2.3’s assertion (dated April 2018) that the “supervision of 
commissioned ministers, other rostered workers, a school, etc.” 
by an SMP is precluded by Bylaw 2.13.1 (a)’s prohibition of the 
SMP “[being] placed or called into ecclesiastical roles that exercise 
pastoral oversight outside the context of his call.” The commission 
must first address the meaning of Bylaw 2.13.1 (a), namely, to de-
termine if the language “outside the context of his call” necessarily 
prohibits the specification of an SMP’s call as involving supervi-
sion of some other called worker, such as a commissioned minister.
The “Background” for 2007 Resolution 5-01B slightly elucidates 
“outside the location of his call,” the original language of the noted 
bylaw, adding (Proceedings, 135) the clarifying language “i.e., in 
the church-at-large,” along with the four subordinate examples that 
came to be included as the prohibitions of Bylaw 2.13.1 (b)(1–4). It 
further speaks of the SMP’s “jurisdictional” limitations being on the 
basis of “theological education [] formed within the context of [an 
SMP’s] specific ministry and [that] does not represent the breadth 
and depth of theology and ecclesiology that forms a basis for pas-
toral oversight beyond the local level .” (In the related bylaw lan-
guage, 2010 Res. 7-05 replaced location with context, with the sole 
stated purpose of preventing the misinterpretation of Bylaw 2.13.1 
[a] to mean that an SMP cannot receive a call to a new position of 
service, even though he has been trained for such and certified for 
such as determined by his district president.) The prohibition of 
Bylaw 2.13.1 (a) does not, therefore, address the SMP’s exercise 
of pastoral oversight within his parish, as may be assigned to him 
in the role described in his call documents (e.g., sole pastor, staff 
pastor). Rather, it addresses and prohibits his undertaking  ecclesi-
astical roles exercising pastoral oversight in the church-at-large, 
such as (but not limited to) those listed in Bylaw 2.13.1 (b)(1–4). 
Granting that this is far from the only consideration in whether an 
SMP may properly be placed into such a role (see further below), 
Bylaw 2.13.1 (a) does not itself, therefore, prohibit an SMP’s spe-
cific context and call from being defined to include supervision of 
another called worker of the same parish, such as a commissioned 
minister. This understanding of Bylaw 2.13.1 (a) is consistent with 
the Synod’s designation of the SMP as pastor and even in some 
circumstances as sole pastor of his parish. The bylaw limits the 
SMP’s jurisdiction to the scope defined by his present call (see 
2007 Res. 5-01B, “Background,” Proceedings, 133–34) but does 
not make him less a pastor within the scope of that call. (This is not, 
however, to deny that his service as pastor remains, throughout his 
service as an SMP, subject to the additional supervision of a general 
ministry pastor.)
Considering specifically a sole-pastor SMP, while such SMP re-
mains under the supervision of another ordained minister (not 
SMP) who serves outside his parish, such SMP and not that su-
pervisor (whose call is elsewhere) is the pastor of his parish. The 
sole-pastor SMP (as opposed to being one in a staff-pastor position) 
exercises the fullness of the pastoral office in that congregation (in-
cluding preaching the Gospel, administering the Sacraments and 
the authority of spiritual judgment, Walther’s Ministry Thesis V). 
Any auxiliary offices in the parish necessarily serve under his pas-
toral oversight, as from his office as the pastor of the congregation 
all others originate as helpers to it (Walther’s Ministry Thesis VIII).

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Question 1: Is there any circumstance under Bylaw 2.13.1 in 
which an SMP might have supervisory authority 
over a commissioned worker?
Opinion:  Yes, in limited circumstances. 
The 
commission must first clarify the sense of “supervisory author-
ity” in the question. Whether an SMP can exercise “employment” 
supervision, generally, over others employed by his parish is a 
matter of the congregation’s self-governance (Constitution Article 
VII), into which the commission does not intrude. The commis -
sion specifically addresses pastoral oversight,
3 that being the sense 
in which the holder (sole or senior pastor of the congregation) of 
the Office of the Holy Ministry in that place oversees the doctrine, 
practice, and life of those occupying any auxiliary offices in the 
congregation, a consequence of their offices assisting and being re-
sponsible to the Office of the Holy Ministry he bears (cf. Walther’s 
Ministry Thesis VIII).
As explained above, Bylaw 2.13.1’s main paragraph limits the de-
velopment of an SMP to a “specific Word and Sacrament ministry 
context” for which the training, which lacks necessarily the breadth 
and depth of general pastoral formation, in the judgment of the 
district president, can be expected adequately to prepare him. His 
subsequent calls are limited to ones for which the district president 
can certify his limited training as preparing him. 
Bylaw 2.13.1 (a), as explained above, does not address the pastoral 
authority of an SMP within his context (call, parish) and therefore 
does not itself preclude his role being defined to include supervi-
sion of, for example, a commissioned minister within his parish. 
This does not diminish the responsibility of the district president 
to approve the training and calling of SMPs to only those specific 
ministry contexts for which the training is adequate and for which 
more fully prepared options are not available (2013 Res. 5-04B). 
While the commission cannot foreclose the possibility (e.g., with 
regard to an SMP who also served capably as a commissioned 
teacher/principal) that a particular SMP could be equipped to ex-
ercise pastoral oversight, within his parish, over a commissioned 
auxiliary minister, it does not find this ordinarily to be the case—a 
position supported by, for example, 2013 Res. 5-04B’s assertion 
that SMPs not be used where a commissioned minister could fulfill 
the duties. Ultimately, however, this lies within the determination 
by the district president that the specific ministry context (call, par-
ish), involving as it does whatever supervisory capacities with re-
gard to auxiliary offices present in the context, is one for which the 
necessarily limited training of an SMP adequately prepares him.
Question 2:
 For example, 
if a large congregation with a staff of 
senior pastor, SMP, a director of Christian educa -
tion, a full day school staff, and a director of parish 
music experiences a vacancy in the senior pastor 
position, what would be the appropriate relationship 
between the SMP and the commissioned workers?
Question 3:
 If the 
answers to the above questions indicate that 
there is never a circumstance that an SMP might 
have supervisory authority over a commissioned 
worker, would that obligate congregations in the 
scenario envisioned above to engage a vacancy pas-
tor in order to maintain proper supervisory authority 
over not only the SMP, but also all commissioned 
workers involved?
Opinion (regarding Questions 2 and 3): Relationships inherent to 
the SMP’s current call would be unchanged. As to relationships 
which there is no option of a more fully trained minister. The con-
vention adopted this resolution citing the prior report of the SMP 
task force, as follows: “Special circumstances (e.g., small parishes 
which cannot afford a pastor) exist. Flexibility is vital as the church 
fulfills her vocational calling to preach the Gospel to everyone ev-
erywhere. While the church cannot maintain her theological integ -
rity, fidelity, and courage in these bewitching times unless she has 
an overall well-trained and doctrinally steeped ministerium, special 
circumstances warrant less-trained pastors so the means of grace 
can be delivered by a called and ordained pastor. Therefore the task 
force recommends the retention of the SMP program for special 
circumstances” (id., 139–40).
The SMP program remains an exceptional path to the exercise of 
the pastoral office and not the ordinary one. To ignore this distinc-
tion is to violate the very provisions by which the SMP program 
was conceived and for which it was established. Clearly, the train -
ing ordinarily provided for an SMP does not prepare him adequate-
ly for every type of parish call, even for every one that exercises 
pastoral oversight only within the parish context. As Bylaw 2.13.1 
and the fifth resolved of 2013 Res. 5-04B make clear, “the respec-
tive district president remains responsible for determining the ap-
propriateness of the specific ministry” (id., 139), a responsibility 
that must be undertaken with deliberate care and wise judgment 
about the content and adequacy of SMP training for the responsi-
bility and authority to be exercised within a particular call to a par-
ticular parish. (The Council of Presidents as such [or as the Board 
of Assignments, Bylaw 3.10.1.3] may also have a role with respect 
to the definition of such contexts, at least initially, as these men 
are “placed by the Council of Presidents into a specific Word and 
Sacrament ministry context” [Bylaw 2.13.1].)
Finally, while the question fundamentally turns on the interpreta -
tion of Bylaw 2.13.1, the SMP program is set forth by 2007 Res. 
5-01B, and it is also incumbent on the commission to weigh the 
significance of this resolution (and others) relative to the question at 
hand. To the commission, the training of an SMP as described in the 
enabling and subsequent resolutions and in the SMP Policy Manual 
(2021) of Concordia Seminary, which the commission examined, 
does not appear to contemplate service at the head of a parish staff 
including a school or professional church worker auxiliary offices 
(commissioned ministers). That the preparation of a typical SMP
2 
is less in some respects than that of a commissioned minister is re-
flected by the prohibition of 2013 Res. 5-04B. A careful judgment is 
required of the district president as to a particular ministry context 
(call, parish) and to some extent to a particular man, whether the 
service of an SMP in a given capacity is appropriate. This judgment 
is unique to every case, and is not the purview of the commission, 
but of the district president.
The commission offers that the SMP program has been addressed 
in some fashion by each convention since its adoption in 2007 and 
that, as it continues to account for an increasing proportion of or -
dained ministers in the Synod—which, in local areas, has become 
significant—elements of its implementation continue to present 
challenging unclarities and require district presidents to exercise 
significant judgment with little clear and concrete guidance. Such 
is the genesis of these questions and of this opinion, which had to 
be rendered on some very fine historical distinctions of few bylaw 
words. This is perhaps itself a call for the convention to assess and 
clarify yet again.

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be brought into line with the articles (see below).
ARTICLE EIGHTH: the commission notes that the “rounding 
down” of the number of additional members appointed by 
the Synod Board of Directors is not inherent in controlling 
Synod Bylaw 3.6.4.2.1; however, the commission notes this 
aspect of the LCEF articles as “semi-original” (dating to the 
implementation of the 1979 structure in 1981 LCEF articles) 
and does not find it, therefore, to require modification.
Bylaws
Article I, Section 1 (c): see above under ARTICLE EIGHTH: 
“three terms” should read “three successive terms” (new).
Article I, Section 2: while not inconsistent with the Constitution 
and Bylaws of the Synod, a reference to “written or telegraph 
notice” of a special meeting may be worthy of update.
Article II, Section 1: Synod Bylaw 3.6.1.3 (a) provides that a 
minimum of one-third of the voting members of the govern-
ing board of a synodwide corporate entity shall be elected 
by the Synod in convention. Thus, with three voting mem -
bers elected by the convention, LCEF’s board may contain 
no more than six appointed voting members; it presently 
has eight. Bylaw 3.6.1.3 (a) was (as Bylaw 3.192, reading 
“A minimum of approximately one-third” until 2004) intro-
duced by 1998 Res. 8-02B, for “implementation following 
the 2001 convention” (Proceedings, 166). 
 A 
review of LCEF Bylaws in the commission’s files noted 
a modification by the LCEF membership in November of 
1999, containing provisions adopting the present makeup of 
the LCEF board “beginning with the installation of officers 
elected at the convention of the [Synod] occurring in the 
year 2001.” The language adopted by LCEF designated three 
members to be elected by the Synod in convention, as newly 
required by 1998 Bylaw 3.490, but did not reduce the total 
size of the board to bring the ratio into alignment with Bylaw 
3.192 (present-day Bylaw 3.6.1.3 [a]) or with the comment 
under which the 1998 change to Bylaw 3.490 was adopted, 
which indicated that the change was to “establish[] that a 
minimum of approximately [n.b., the Bylaw no longer al-
lows approximation] one-third of the voting board members 
are elected by the Synod in convention” (1998 Res. 8-03B, 
Proceedings, 167). (Perhaps the ratio of 3/11 was felt to be 
“approximately” 1/3 at the time, although documentation of 
this conclusion has not been identified.) Nonetheless, this re-
flects the identification of a long-standing but apparent con-
flict between the Bylaws of the Synod and those of LCEF, 
which needs to be corrected.
Article II, Section 3: Here it is provided that no director may be 
re-elected after serving four consecutive terms; Synod By-
law 3.6.4.3, however, does not read “consecutive” or “suc-
cessive,” but limits directors of LCEF to four terms total.
Article II, Section 4: It would be appropriate to include the re-
quirement of Synod Bylaw 1.5.3, that the board of directors 
meet at least quarterly (new).
Article II, Section 6 (f): perhaps “including the District 
Vice-Presidents” is intended here?
Article VI, final sentence: “to ascertain that” should read (cf. By-
law 3.6.1.7 [a]) “for it to review and approve that.”
Synod Bylaw 1.5.2 requires implementation of the Synod’s con-
flict of interest policy. While explicit mention in these gov-
requiring adjustment due to the senior pastor vacancy, it is the 
parish’s determination—with the benefit of the advice, counsel, 
and ecclesiastical supervision of the respective district president 
and within the commitments it has made as a member of the Syn-
od—how pastoral oversight will be provided for in the vacancy. 
(It should be noted that an assistant or associate pastor remaining 
in the parish does not always serve as the senior during a vacancy, 
even where he is a general pastor.) If the district president cannot 
certify that the SMP is adequately trained to take on oversight of 
the congregation’s auxiliary offices (or otherwise, to carry out the 
role of the senior pastor), the congregation will need to obtain the 
service of a different vacancy pastor who is so equipped. The SMP 
“is eligible to serve only in that specific ministry context for which 
he is trained” and may not serve outside that context (call, parish) 
without the certification of his district president (Bylaw 2.13.1).
Endnotes
1. 2007 Res. 5-01B and the bylaws it introduced appear to have used the 
terms supervision and oversight without reference to the definitions of By-
law 1.2.1. Supervision here does not appear to be either “to have authority 
over, to direct actions, to control activities” (the definition of supervision, 
Bylaw 1.2.1 [u])—because the SMP and neither the supervising general 
pastor nor the district president is pastor within the scope of the SMP’ s call 
call—or, in the case of the supervision general pastor, the fullness of the ec-
clesiastical supervision assigned to the district president (Bylaw 1.2.1 [i]). 
The Council of Presidents continues to define, in practical terms, the sense 
of the general pastor’ s supervisory work. This terminology is referred to the 
Commission on Handbook for potential clarification.
2. Some particular SMPs, of course, already possess certification as 
a commissioned minister. While the particular SMP may thereby have the 
training expected of a commissioned minister and ought not by virtue of 
additional SMP training be excluded from commissioned ministry roles, it 
should not be presumed that this combination constitutes adequate prepa-
ration for pastoral supervision of commissioned ministry in a congregation.
3. See note 1 above regarding the use of oversight in a sense likely far 
more general than that of Bylaw 1.2.1 (p).
Lutheran Church Extension Fund Articles of 
Incorporation and Bylaw Review (23-3024)
Minutes of March 15–16, 2024
In its review of a proposed amendment to the Lutheran Church Ex-
tension Fund (LCEF) Articles of Incorporation (Op. 23-3015, min-
utes of September 6, 2023), the commission had noted a number of 
additional items potentially requiring attention and indicated that 
it would undertake a full review of the LCEF bylaws and consult 
with LCEF regarding some of them, in particular, the requirement 
of Synod Bylaw 3.6.1.3 (a) that “a minimum of one-third of the vot-
ing members of every governing board [of a synodwide corporate 
entity] shall be elected by the Synod in convention.” 
The commission now undertakes that review. In addition to the by-
law items identified in the commission’s previous review (Op. 23-
3015, September 6, 2023, these reproduced here for convenience), 
the commission notes the following, marked as “(new)”:
Articles of Incorporation (new)
ARTICLE SEVENTH: “subject to the Constitution and Bylaws” 
should read “subject to the Constitution, Bylaws, and resolu-
tions.” (Bylaw 3.6.1.8 [b])
ARTICLE EIGHTH: members-at-large are limited to three suc-
cessive terms, while in the corresponding bylaw (Article I, 
Section 1 [c]), there is no qualification on the limit of three 
terms. This is inconsistent. Presumably, the bylaws should

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Therefore, while the Synod in convention has recommended other-
wise—and these recommendations should be taken under serious 
advisement by districts in ordering their conventions—it is not pro-
hibited by the Constitution, Bylaws, and resolutions of the Synod 
for a district to conduct the contemplated non-binding advisory 
vote, provided its convention has adopted a special rule providing 
for such.
Lutheran Church Extension Fund Canada 
Corporation (23-3005A)
Minutes of August 9–10, 2024
This opinion is potentially relevant to discussions of corporate form 
requirements. However, due to its length and nature as a line-by-
line review, it is not incorporated here except for the following. See 
minutes.
Broader observations and recommendation: 1981 Res. 5-07 was 
proposed by the Board of Directors in response to a commission 
opinion (Ag. 1433, minutes of July 25–26, 1980; see also minutes 
of October 24–25, 1980; January 30–31, 1980; February 19, 1981; 
and April 24–25, 1981) regarding separate incorporation of a dis-
trict church extension fund, the essence of which was that absent a 
bylaw or resolution prohibition of districts separately incorporating 
their church extension operations—notwithstanding a Board for 
Church Extension policy to the contrary—districts could incorpo-
rate their church extension funds “for the same reason for which 
at least in part the Synod [had], namely, to protect the assets of the 
fund.” 1981 Res. 5-07 was adopted to address the concern that the 
approach of this opinion (Ag. 1433) would result in unregulated 
incorporation of subagencies by agencies of the Synod in gener -
al. It seems that—adoption of the resolution and two subsequent 
(2004 Res. 4-11 and 2016 Res. 9-02A), partial revisions notwith-
standing—a state of “uncertainty, possibly contradictions, conflicts, 
complexities, and definite lack of clarity” (1981 Res. 5-07, first 
whereas) remains regarding the requirements for subsidiary cor -
porations.
The commission respectfully suggests that the Board of Directors 
undertake again, as in 1981, to clarify the requirements necessary 
to protect the Synod’s interests at the incorporation or revision of 
corporate documents of Synod’s agencies and subagencies, taking 
into account not only the remaining-in-force aspects of 1981 Res. 
5-07 and 2016 Res. 9-02A, but also, generally, the requirements of 
Bylaw section 1.5, many of which have proven problematic for spe-
cific types of corporate instruments (for example, foreign mission 
corporations) in ways that are both difficult to adjust and outside 
the very narrow ability of the board to grant exceptions (see Bylaw 
1.5.3.6). Such a project could take into account legal opinions as to 
the effectiveness or sufficiency of controls in place and, where con-
ditions do not permit the obvious mechanism to be implemented as 
required, provide a framework within which the board could grant 
studied exceptions to individual corporations or classes of corpo-
rations, providing the Synod with effectively the same necessary 
assurances by different means.
This would be a worthy project if for no other reason than that 
the last, partial attempt to address these issues will be a decade 
old by 2026 and that it leaves us to rely in part on a standard that 
will be 45 years old, which itself is not documented in the Bylaws. 
The proliferation of subagencies and their worldwide projection, as 
well as decades of change in corporate law provide further urgent 
motivation. The commission also found, in researching the history 
of corporate formation among Synod subagencies since 1981 for 
erning documents is not required, the commission wishes to 
ensure this is implemented (new).
The commission thanks LCEF for submitting its articles and by-
laws for review and looks forward to reviewing a draft of changes 
developed pursuant to this review. Foremost among issues iden-
tified is the requirement of Synod Bylaw 3.6.1.3 (a), that a mini -
mum of one-third of the voting members of the governing board 
of LCEF be elected by the Synod in convention. The commission 
understands consultation to be underway between LCEF and the 
Secretary as to how LCEF’s governing documents and organization 
can be brought into compliance with this requirement.
District Convention Advisory Delegate Poll and 
2023 Res. 9-08A (24-3025)
Minutes of March 15–16, 2024
By an email of February 13, an ordained minister serving a district 
of the Synod requested an opinion on the following matter (as it 
was revised and extended by the Secretary for clarity). Consonant 
with Bylaw 3.9.2.2 (b), the commission requested input from dis-
trict presidents, district boards of directors, and the Praesidium of 
the Synod.
Background: A district of the Synod in 2022 adopted a resolution 
directing the district to provide for a non-binding advisory vote of 
nonvoting advisory delegates prior to votes taken at 2025 and sub-
sequent district conventions. (This has been, in one form or another, 
a practice of long or short standing in a number of districts.)  
The 2023 Synod convention, meanwhile, adopted Res. 9-08A, “To 
Strengthen Nonvoting Advisory Delegate Participation at Conven-
tions,” which reads in relevant part: “Recent efforts have included 
polling advisory delegates prior to delegate voting, but in addition 
to violating the established rules of order (Robert’ s Rules of Order, 
Newly Revised [12th ed.] 45:72), such polling reduces the advice 
and counsel given to a single word—either ‘Yes’ or ‘No.’ The coun-
sel these advisors can bring is much more nuanced and valuable 
than merely a single word” (emphasis added).
Question: 
 Taking 
into consideration 2023 Res. 9-08A and By-
law 4.2.1 (f), “The president of the district shall con-
duct the sessions according to accepted parliamenta-
ry rules […],” is it consistent with the Constitution, 
Bylaws, and resolutions of the Synod for a district 
convention to conduct a non-binding advisory vote 
of nonvoting advisory delegates prior to votes of 
voting delegates?
Opinion:
 2023 Res. 
9-08A has, in response to a number of over -
tures suggesting broader use of the non-binding advisory vote (Ov. 
9-20–25), considered the question of strengthening nonvoting advi-
sory delegate participation at conventions and recommended other 
means instead, raising concerns regarding rules of order and that 
advisory delegates’ advice not be reduced to a simple yes or no. The 
resolution did not, however, prohibit the practice. 
Furthermore, the commission observes that Bylaws 3.1.9 (i)(3) and 
4.2.1 (f) do not prescribe Robert’ s Rules of Order, Newly Revised 
(RONR) or any other parliamentary manual in such a way as to 
prevent the alteration of its rules by a Synod or district convention 
adopting special (or “standing,” RONR 2:24, 59:27–37) rules (id., 
2:16n5, 2:22). Both Synod and district conventions thus frequently 
alter the basic provisions of Robert’s (or whatever other parliamen-
tary manual might be used), in a manner fully in accord with “ac -
cepted parliamentary rules” (id., 2:14–24).

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be a new activity for the Synod, although convention material2 and 
board minutes3 show that this is not the Synod’s first look at as-
sisting congregations with their property casualty insurance needs. 
Nonetheless, its constitutionality must be assessed. Simply put, in 
the absence of a specific convention directive (Bylaws 1.3.3; 1.4.1, 
1.4.5), have the congregations asked the Synod to support them in 
this fashion, for the conduct of their ministries (Bylaw 1.1.1)?
A. Necessity of Constitutional Review
In order for the contemplated activity to be constitutional, it must 
flow from the objectives of the Synod stated in Constitution Article 
III. A surface reading of this article in isolation reveals no obvious 
reference to provision of property casualty insurance to member 
congregations or other related organizations, or even to a related 
class of services.
4 
The Synod’s constitutional framework authorizes officers “[to] as-
sume only such rights as have been expressly conferred upon them 
by the Synod” (Constitution Article XI A 1). With regard to this 
limited grant, the Synod “at all times has the right to call its offi-
cers to account” (Const. Art. XI A 2). The right to pursue activities 
beyond the Synod’s stated objectives is, obviously, not expressly 
conferred. The Synod has accepted, as will be seen, that there is a 
limited category of activities not explicitly present among but con-
structively identified as within the Synod’s explicitly stated objec-
tives. The expansion of work into such areas is, however, fraught 
with constitutional peril for the officers and agencies undertaking it 
(not to mention the risk of investment of a presumably significant 
portion of necessarily limited resources in an activity a conven-
tion could later summarily determine not to be within its charge to 
the Synod and its agencies). If undertaken, expansion of such work 
must be undertaken with due care.
B. Contextual and Historical Understanding of Const. Art. III in 
General
Under the broad reasons of the Preamble (one of which is “our 
Lord’s will that the diversities of gifts should be for the common 
profit,” 1 Cor. 12:4–31) and the confession of Art. II, Const. Art. 
III states the objects of the Synod (or Synodical Union). These 
are augmented or made more concrete (as touching on material, 
financial, and civil aspects) by the explanatory language of Bylaw 
1.1.1, which summarizes the Synod’s purpose as being “organized 
to work in support of and on behalf of congregations to assist them 
in carrying out their ministries. ...” Article II of Synod’s Articles 
of Incorporation (AOI) reinforces the view that the Synod (or its 
authorized agencies) may provide some business and property ser-
vices not explicit in Const. Art. III. Objectives included there are 
“(b) To assist in the establishment of Evangelical Lutheran congre-
gations and preaching stations”; “(c) To assist, advise, and protect 
member congregations …”; “(f) To provide assistance and resourc-
es to the congregations [and] schools … for the dissemination of 
the Christian Gospel”; and “(g) To establish and conduct all such 
enterprises and endeavors and to exercise such further power as 
may be necessary or expedient to carry out the objectives stated in 
the Constitution.” The Synod has incorporated not only to provide 
aid and counsel narrowly focused along the particular, ecclesial 
lines described in Const. Art. III but, in part, to assist its member 
congregations in the areas of business and property, so as to support 
generally their practical existence and work.
While Const. Art. III is certainly central to the fundamental defini-
tion of Synod’s purposes, a completely rigid, isolated, surface read-
ing of the article is thus not contextually tenable.
its opinion in the instant matter, many other weighty reasons for 
this undertaking.
Were the fruit of such an effort to be adopted by the 2026 or some 
future convention, a review and revision of governing documents 
under clear standards and with rational and justifiable exceptions 
could then—finally—be undertaken, and a clear and useful stan-
dard could be established for decades to come. This would be help-
ful to the Synod and her agencies, and their continued, well-gov-
erned service for and on behalf of their member congregations.
The commission requests that the Secretary highlight this matter 
for the attention of the Synod’s Board of Directors.
Lutheran Church Extension Fund Canada 
Corporation (23-3005B)
Minutes of September 23, 2024
This opinion is potentially relevant to discussions of corporate form 
requirements. However, due to its length and nature as a line-by-
line review, it is not incorporated here. See minutes.
Concordia Plan Services Property Casualty 
Insurance Program (24-3043)
Minutes of February 3, 2025
By an email of December 3, the president and CEO of Concordia 
Plan Services (CPS) forwarded a request for opinion on a propos-
al, shared with the Board of Directors in November, to develop 
an alternative risk management solution, involving creation of a 
single-parent captive
1 insurance company to serve Synod agencies 
(CPS has administered the insurance program for such for some 
years, but without a captive) and, for the first time, member congre-
gations and schools. The captive could offer property, liability, au-
tomobile, and worker’s compensation coverages; other coverages 
would be offered through a fully-insured carrier. CPS would enter 
into arrangements for program administration, a fronting carrier, 
reinsurance, etc. The proposal is in response to urgent needs of con-
gregations and schools facing dramatically increasing premiums or 
even serious problems with placement of insurance (impacting also 
the work of the Lutheran Church Extension Fund); it is projected 
to offer lower, or at least stabilized, premiums and more accessi -
ble placement not only for these but also for participating Synod 
agencies.
CPS requested an appearance before the commission to answer any 
questions and to provide further explanation. This was deferred un-
til the commission could review the material and ultimately deter -
mined not to be necessary.
The commission has distilled two essential questions out of the 
memorandum provided by CPS as follows:
Question 1:
 Is provision 
of property casualty coverage, as de-
scribed, within the constitutional purposes of the 
Synod and, therefore, an activity for which an agen-
cy (Bylaw 1.2.1 [a]) may be formed in a manner 
consistent with the Constitution, Bylaws, and res-
olutions of the Synod? (It is understood that forma-
tion of such an incorporated agency requires, at least 
under BOD Policy 6.12 and underlying resolutions, 
the approval of the Synod Board of Directors.)
Opinion:
 Provision of 
(or facilitation of the placement of) prop-
erty casualty insurance for member congregations, schools, and 
perhaps recognized service organizations through a captive would

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OFFICER, BOARD, AND COMMISSION REPORTS
impression by adoption of bylaws explicitly delimiting the scope 
of work of the relevant entity, principally Bylaws 3.6.4–3.6.4.4.2 
and 3.6.1–9.
D. Application to the Provision of Property Casualty Insurance to 
Synod Congregations and Schools
The commission has identified that the “strengthening congrega -
tions … in giving bold witness” language of Const. Art. III 2 is 
historically and contextually open to the possibility of including 
implicit, constructively constitutional activities. (The commission 
considered and discarded many other theories of constitutionality 
related to the presently contemplated activity, some of which were 
suggested by the petitioner, involving objectives 4, 5, 6, 9,
8 and 
10.9)
The contemplated activity is considered with respect to this class 
of “generally ‘strengthening’ activities” within which the work of 
church extension falls. Like church extension, this activity could 
“strengthen congregations” in their central activity of “bold wit-
ness by word and deed” by materially aiding the congregation’s 
(or school’s) possession, retention, and actual use of a building in 
which regularly to carry this out. The commission thus finds that the 
proposed activity falls within this same permitted domain, though 
it lacks church extension’s historical track record of acceptance by 
the convention and relevant adopted bylaws.
E. Responsibility for Regulating and Assigning Activities Not Ex-
plicitly Assigned by Bylaw or Resolution
The fact that an activity—even one explicitly or constructively 
called for by the Synod’s objectives—is perceived by someone to 
be helpful to congregations is not license for any agency to engage 
in it unilaterally. “All agencies that serve the Synod at the national 
or district level in a specific area of ministry shall administer their 
assigned areas of responsibility as provided or authorized by the 
Constitution and applicable bylaws or as assigned by the respective 
convention” (Bylaw 1.4.5). 
While business affairs explicitly delegated by adoption of bylaws 
or other convention action to specific agencies are merely overseen 
by the Synod Board of Directors, areas not so delegated remain 
within the native authority of said board as “the legal representative 
and custodian of all the property of [the Synod],” exercising “su-
pervision over all property and business affairs” (Const. Art. XI E 
2). “[The board] shall be authorized to take on behalf of the Synod 
any action related to such business and legal affairs which has not 
been expressly delegated by the Constitution, Bylaws, and resolu-
tions of the Synod to other officers or agencies of the Synod” (By-
law 3.3.4.4). With regard to activities for which the convention has 
not assigned the responsibility, it thus falls to the Board of Directors 
to regulate, between conventions, what new activities may be en-
tered into and—should it so authorize—to whom this new activity 
should be assigned.
The board’s authority to enter into or to authorize entry into a new 
area of business is not arbitrary, but relies on a finding that the ac-
tivity is within the constitutional objectives of the Synod and that 
such entry or authorization is consistent with the board’s fiducia-
ry duty not only to corporate Synod but, more importantly, to the 
members of the Synod. It needs to do so cognizant, as noted in 
(A) above, that it is getting itself and potentially another agency or 
agencies “out ahead of the convention,” an act that necessarily in-
volves evaluation of a complex business case (perhaps as evidenced 
by the long history, documented in the first three footnotes above, 
of similar attempts not having been realized or having endured) and 
Neither is such a reading historically tenable. It may be observed 
that the Art. III objectives (other than the 10th) are more ecclesial in 
emphasis; they lack obvious reference to the accustomed, concrete 
efforts of the Synod to assist congregations and other entities with 
financial or other services. This is most notable and relevant, as 
congregational property matters are involved here, with regard to 
the work of church extension—an activity in which the Synod has 
been formally, substantially, and nationally involved since 1902,
5 
even well before the modern statement of the Constitution in Ger -
man and then in English (1917–20). The work of church extension 
must be constructively identified within Article III, as will shortly 
be demonstrated, with relevance to the presently contemplated ac-
tivity. 
C. The “Constructive” Constitutionality of Church Extension Work
Prior to the 1979 revision, the Synod’s second constitutional ob-
jective was “The joint extension of the Kingdom of God,” “joint” 
being added in 1924. This, compared with the post-1979 text, pro-
vided more explicitly fertile constitutional ground for the work of 
church extension. 1979 Res. 2-03, which amended the objective, 
however, lists as rationale that “the objectives … should reflect 
the mission of congregations organized to strengthen one anoth-
er for service”; “should affirm the Synod’s role as an organization 
designed to serve congregations as God uses them to extend His 
kingdom”; “should include the Synod’s program of social ministry 
and its program of care for its full-time workers”
6; and “should be 
stated in terms of action that reflect the urgency of the call to be in 
mission.” 
The 1979 change in language in the second objective must be un-
derstood in light of the stated rationale, resulting in an ultimate 
meaning closer to the broader, pre-1979 language than would first 
appear. (That is, a completely rigid, isolated, surface reading of Art. 
III is not historically tenable.) The language appears to be intend -
ed to be a more detailed, rather than narrower, statement of the 
same idea, emphasizing with precision the efficient means (bold 
witness) that brings about the “joint extension of the kingdom of 
God.” “Strengthen[ing] congregations” in this may involve sup-
port distantly ancillary to the central activity of “bold witness by 
word and deed,” extending—at least in the case of church extension 
work—to materially aiding the congregation’s (or school’s) posses-
sion, retention, and actual use of a building in which regularly to 
carry this out.
7 
The financial and administrative work of church extension (i.e., 
principally, building and maintaining properties for member con-
gregations, schools, and recognized service organizations), as 
performed by the Lutheran Church Extension Fund and a few re-
maining district funds, is thus comprehended, albeit not obviously 
or explicitly, in the Synod’s second constitutional objective, along 
with the rest of a limited class of generally “strengthening” activ -
ities contemplated in Art. of Inc. II, as noted above, but not ex-
plicitly enumerated in Const. Art. III. The Synod is to “strengthen 
congregations … in giving bold witness by word and deed” (Const. 
Art. III 2) by serving “as an organization designed to serve congre-
gations as God uses them to extend His kingdom” and as a vehicle 
of “congregations organized to strengthen one another for service” 
(1979 Res. 2-03) and thus to support materially as well as spiritu-
ally “the joint extension of the Kingdom of God” (pre-1979 Const. 
Art. III 2). 
The “constructive” constitutionality of church extension work by 
a Synod agency, as thus understood, is supported by a long history 
of acceptance and the convention’s repeated confirmation of this

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180 
OFFICER, BOARD, AND COMMISSION REPORTS
•	 cause or authorize to be formed a new agency that is not a 
synodwide corporate entity (Bylaw 1.2.1 [a], subject to the 
elements of 1981 Res. 5-09 withstanding 2016 Res. 9-02A) 
to further this objective. This agency could be under the aus-
pices of corporate Synod or of a parent agency whose bylaw 
purpose is sufficiently broad to accept it.
Specifically, can the Synod Board of Directors authorize CPS to 
establish a subagency to undertake this activity? As noted prior, 
this activity is not natively within the charge of CPS, which relates 
to worker benefit plans. However, neither is the activity assigned to 
any other agency of Synod. It remains to the Board of Directors—
should it find, in its general management of the business and legal 
affairs of the Synod, that this activity would be appropriate for the 
Synod to undertake—either to carry it out, or to delegate it to a 
suitable existing or new agency.
Bylaws constrain the operating domain of synodwide corporate en-
tities more closely than they do those of other agencies. Bylaw 3.6.1 
provides that synodwide corporate entities have “purpose, function, 
and assigned areas of responsibility … set forth in [the Synod] By-
laws” (emphasis added). CPS, importantly, is not a synodwide cor-
porate entity but the manager of the synodwide trust entities known 
as the Concordia Plans. It relies on Bylaw 3.6.1.5 for appointment 
of its chief executive but not otherwise on Bylaw 3.6.1, treating of 
synodwide corporate entities. It thus falls under the bylaw treating 
of assignment of responsibility to agencies in general, Bylaw 1.4.5, 
which reads, “All agencies that serve the Synod at the national or 
district level in a specific area of ministry shall administer their  
assigned area of responsibility as provided or authorized by the 
Constitution and applicable bylaws or as assigned by the respec-
tive convention.” CPS’s area of native responsibility is assigned 
by Bylaws 3.7.1.1–2, the latter indicating an openness to certain 
“other ancillary programs, including various supplemental insur -
ance and administration services programs.” As the commission 
noted earlier, it does not understand this activity to fall under that 
provision. However, as an agency (and not a synodwide corporate 
entity), CPS may receive areas of work not only as provided in the 
Constitution and Bylaws but also as authorized by these documents 
(Bylaw 1.4.5).
As noted earlier, the commission understands the proposed activity 
to be within the scope of activities possible for Synod to engage in, 
but not to be within the predefined, Bylaw scope of any existing 
agency or entity. The Constitution and Bylaws of the Synod (Const. 
Art. XI E 2; Bylaws 1.4.4, 3.3.4.4) authorize the Board of Directors 
of the Synod to delegate this work to an agency. The commission 
finds no reason to conclude that the Board of Directors would not 
be able to delegate it, rather than to an agency of corporate Synod, 
to an agency of CPS.
10
Should this route be pursued, the commission requests for its prior 
review and approval, under Bylaw 3.9.2.2.3, the new or amended 
governing documents of any agency undertaking the contemplated 
activity so that it can concretely carry out its responsibility to re-
view such for consistency with the Constitution, Bylaws, and reso-
lutions of the Synod. As explained above, these documents would 
need to be accompanied by the resolution of the Synod Board of 
Directors determining that this activity is to be entered into on be-
half of the Synod and assigning it to the given (proposed) agency 
(subagency). Apart from clarifying direction of the convention it-
self, which is itself subject to constitutional limits, only with this 
authorization by the Synod Board of Directors can the commission 
requires exercise of great care. Synod in convention, should it find 
a decision unwise, could later reverse it, possibly at great expense. 
It is nonetheless a possibility—within the domain of constitutional 
activities—with which the Board of Directors has been entrusted.
Question 2:
 Is provision 
of property casualty coverage as de-
scribed an activity within the Bylaw charge of CPS, 
or can it be assigned to CPS by the Synod Board of 
Directors in a manner consistent with the Constitu-
tion, Bylaws, and resolutions of the Synod?
Opinion:
 Bylaws 3.7.1.1–2 
describe the Bylaw charge of CPS in 
two parts. Under the first, it is assigned to be trust manager for the 
trusts of the Concordia Plans. Under the second, it is assigned re-
sponsibility for “managing other ancillary programs, including var-
ious supplemental insurance and administration services programs 
and the Support Program.” CPS has suggested that the proposed 
service (and associated subagency) would fall under this “ancillary 
program” provision. The commission notes that this pursuit, how-
ever, is not ancillary to worker benefits, which is the natural domain 
(Bylaw 3.7.1.1) of CPS, to which such program would naturally be 
expected to be “ancillary” (“providing necessary support to the pri-
mary activities or operation of an organization, institution, industry, 
or system,” Oxford Languages; “aiding; auxiliary; attendant upon; 
subordinate; a proceeding attendant upon or which aids another 
proceeding considered as principal,” Black’ s Law Dictionary). A 
Medicare supplement program, for example, might be understood 
naturally to fall within the scope of such ancillary services for an 
organization primarily charged with worker benefits; a property ca-
sualty insurance program—dealing with property rather than with 
workers—less naturally so.
The commission finds the proposed activity—while within the 
scope of “constructively constitutional” activities possible for Syn-
od to engage in—not to be within the predefined, Bylaw scope of 
any existing agency or entity. In considering whether or how this 
activity might be assigned to CPS or an agency thereof, the com-
mission first addresses a series of general possibilities for how such 
an activity could come to be undertaken (while neither expressing 
any judgment about the practicality or advisability of any given 
approach, nor claiming this list to be exhaustive):
The Synod in convention, as “the legislative assembly that ulti -
mately legislates policy, program, and financial direction to carry 
on the Synod’s work on behalf of and in support of the member 
congregations” (Bylaw 1.4.1) could:
•	 amend bylaws to assign the activity to an existing or new 
(Bylaw 3.6.1.1) synodwide corporate entity; or
•	 direct or request the initiation of, or formation of an agency 
for, this activity by corporate Synod.
The Synod Board of Directors, which possesses the authority to 
enter into and to delegate to an agency of Synod constitutionally 
permissible business, property, and legal endeavors not delegated 
by the Constitution and Bylaws to others (Const. Art. XI E 2; By-
laws 1.4.4, 3.3.4.4; AOI II [g] and V), could:
•	 within the auspices of corporate Synod, initiate the activity; 
or
•	 follow the process described in Bylaw 3.6.1.1 (and require -
ments of Bylaws 3.6.1–3.6.1.9) for formation of a synod-
wide corporate entity for this purpose, concurrently develop-
ing and proposing to the subsequent convention appropriate 
bylaws for its governance; or

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OFFICER, BOARD, AND COMMISSION REPORTS
Resolved, That the Board of Directors adopt the Concordia Risk 
Pooling Fund Agreement, as an amplification of its Policy State-
ment on Synodical Insurance; and be it further
Resolved, That publicity regarding this new opportunity be 
shared with all congregations of the Synod for their information 
and decision (see attachment).
Exhibit H-9 indicates that, so far as the program’ s coverage of 
congregations is concerned, the Synod would be responsible “to 
monitor the program, to be sure that it runs as well as is intended, 
and to make and renew relationships periodically with the commer-
cial insurance companies based upon performance and cost fac-
tors. In addition, experience credits or other payments which reflect 
a decrease in the cost of insurance because of the mass purchasing 
and the risk pooling, including through the substantial deductible 
which is inherent in the program, will be utilized through the Syn-
od, as authorized in the agreement among the congregations.” The 
Synod consulted with Nordstrom Risk Management (Los Angeles, 
Calif.) and agreed with the Great American Insurance Company 
(Cincinnati, Ohio) and later Preferred Risk (Des Moines, Iowa, lat-
er known as GuideOne) to offer the insurance. The form of congre-
gational agreement is included in the docket.
The Treasurer reported at the BOD meeting of Feb. 22–24, 1984 (#149), 
“Approximately 350 congregations are covered in the Concordia Risk Pool-
ing Fund, which is being revamped and for which a new carrier will be 
engaged as of April 1. Because of certain weaknesses in marketing, the 
program has met the objective of obtaining lower insurance cost for con-
gregations but has not met the objective of having congregations in a plan 
which will benefit the church at large. Districts are participating well in the 
directors and officers liability insurance program which has been provid-
ed. Certain resolutions of the Board of Directors, as well as other entities 
involved, will be needed in order to clearly state the particulars regarding 
the coverage provided.” Minutes of May 23–25, 1984 (#222), indicate that 
“A number of Districts have joined the Synod in its insurance program and 
more will be doing so as their policies expire. The program has been redi-
rected to provide better marketing and involvement of local agents, and will 
hopefully result in greater penetration and service throughout the Districts. 
Presently, nearly 400 congregations have participated in the former pro-
gram. Some difficulties with regard to the directors and officers liability 
risk insurance are being resolved. Only one entity is not now sharing in the 
cost of providing this coverage.” Minutes of Aug. 22–24, 1984, note (#294), 
“In the area of insurance matters, it was noted that a mailing is planned to 
all congregations, identifying the new congregational insurance program 
through Preferred Risk [became GuideOne in 1999] of Des Moines. The 
new program does not allow as much flexibility in setting premiums as was 
possible under the old plan of pooling a $100,000 deductible against which 
first dollar losses, subject to a cap, were paid. Nevertheless, it should attract 
more congregations since there will be more personal contact by agents in 
the field.”
Minutes of Dec. 4–6, 1985, indicate the program as still active (#682). 
In 2003, LCMS ended its remaining relationship with Lutheran Trust (a.k.a. 
Church Asset Management), the St. Charles, Mo., broker that had ultimately 
facilitated the program.
4. With respect to the property and operations of Synod agencies, ad-
ministration of the Synod’ s “insurance plan” for Synod agencies may be 
understood to lodge under Articles of Incorporation II g, whereby corporate 
Synod is authorized “to establish and conduct all such enterprises and en-
deavors and to exercise such further power as may be necessary or expedi-
ent to carry out the objectives stated in the Constitution” and the Board of 
Directors’ authority and responsibility as “custodian of all the property of 
the [Synod]” (Const. Art. XI E 2).
5. Suelflow, “Church Extension Commission,” in Survey Commission 
Report on District—Synod Relations, 1962.
6. The 4th and 10th objectives were added at this time.
7. With regard to church extension work, at the time of adoption of the 
“modern” Article III in 1979, the Lutheran Church Extension Fund had just 
been incorporated in 1978. The convention presumably did not intend to 
finally approve initiation of this activity and creation of any related 
corporate form as constitutionally permissible.
Concluding remarks and recommendations: Concordia Plan Ser -
vices’ Articles of Incorporation list as the “principal purpose and 
function the administration of the pension, retirement, health, and 
other employee benefit plans (hereinafter, the ‘Plans’) established 
by the Synod in accordance with the terms of such Plans.” The 
control by CPS of an activity outside this principal purpose and 
function will presumably necessitate changes to these governing 
documents, as well. (Compare Articles of Incorporation of the CPS 
Ancillary Program Agency, as reviewed in Op. 15-2773.)
The commission suggests, asking that this opinion be shared with 
the Board of Directors, that if the board 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. Review of proposed bylaws would be wel-
comed concomitant with that of the other documents governing the 
activity and potential subagency.
Endnotes
1. The idea of a captive (whether itself a single-parent agency of the 
Synod or participation in a group) serving Synod and certain of its agencies 
was explored 2006–8 by the Board of Directors (Minutes, Aug. 25–26 and 
Nov. 16–17, 2006 [see docket of latter, exhibit IC-11]; May 16–18, 2007; 
Feb. 14–16, Nov. 20–21, 2008). In the last of these, the Treasurer noted that 
a risk-sharing concept would be pursued as an alternative.
2.
 1959 Res. 16-11 declined an overture suggesting mutual proper -
ty insurance covering “churches, schools, parsonages, etc.,” possibly in 
connection with “an existing organization, such as the A.A.L.,” such ar -
rangements having “been found impracticable in past experience and been 
judged unwise by competent men in the insurance field.” 1971 Res. 4-11, 
“To Decline Study of Fire and Casualty Insurance Program,” dismissed the 
proposal of Ov. 4-85 to study developing a “synodwide” fire and casualty 
insurance program, serving “all congregational, college, district, and syn-
odical buildings,” on the grounds that this was “impractical for administra-
tive and financial reasons.” Both declinations are based on contemporary 
business evaluations and not on constitutional grounds.
3. Aug. 29–30, 1980, BOD minutes (#308) evidence a suggestion by the 
Executive Planning Group to “establish a property insurance company to 
provide fire and casualty insurance to congregations at reduced rates” in 
the decade of the 1980s. This was suggested under the Synod’ s “servant 
relationship to the congregations of the Synod,” in which it could, at least 
in the area of “Program Administration, Finance, and Support Services,” 
“offer additional support services, including the centralization of certain 
services, without centralizing any ecclesiastical powers.”
May 25–27, 1983, BOD minutes (#616) show adoption of a resolution (ex-
hibit H-9), coordinated with an amendment to policy treating the Synodical 
Insurance Program:
Whereas, For many years the Synod has utilized its purchasing 
power to provide blanket insurance coverages for all institutional 
properties at a great savings; and
Whereas, It is evident from numerous inquiries that the servant 
role of the Synod should be utilized to assist congregations in need 
of protection to secure it at the lowest possible dollar cost; and
Whereas, The potential of expanding such programs to include 
congregations has been under study for several years; and
Whereas, The Board of Directors empowered the Synod’ s Trea-
surer to work toward offering congregations a program of insur -
ance coverages to protect property and human resources, utilizing 
the mass purchasing power of the Synod while at the same time 
preserving the decision-making authority of each entity and relating 
the costs to the specific risks involved; therefore be it

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OFFICER, BOARD, AND COMMISSION REPORTS
ments, or offenses arise among members of the body of Christ” 
(Bylaw 1.10.1), which reach members who have not intentionally 
entered into a Bylaw section 1.10 process. It is the commission’s 
presumption that it is primarily with regard to these generally ap-
plicable provisions that the question is put, as no specific process 
is mentioned as underway or incipient. Members of the Synod are 
expected to seek reconciliation of the erring: “The words of Jesus 
in Matthew 18:15–20 provide the basis for church discipline for the 
local congregation. The same passage also grants Christ’s guidance 
to all Christians in seeking to settle other disputes, many of which 
fall outside the purview of church discipline involving the congre-
gation. In either case, the steps of Matthew 18 should be applied 
lovingly in both formal and informal settings. …Conflict resolution 
in the church is to lead to reconciliation, restoring the erring mem-
ber in a spirit of gentleness (Gal. 6:1). Its aim is to avoid the adver-
sarial system practiced in society” (Bylaw 1.10.1.2). The Synod’s 
expectation is that its members will seek to restore the erring, but 
do so gently and within the offices and procedures the Synod has 
set forth for this purpose and following the scriptural admonition it 
has noted in its bylaws. This expectation, too, applies to members, 
regardless of external factors such as one’s journalistic pursuits.
The responsibilities outlined in the Bylaws and Constitution rel-
ative to Matthew 18 apply to members of the Synod, regardless 
of one’s vocation. In Op. 04-2401, the commission has noted that 
“there is no constitutional provision that allows any person, group, 
board, commission or other entity to assume the responsibility of 
ecclesiastical supervision in the Synod that has been given to the 
President of the Synod under Article XI B or the District President 
under article XII 7. This includes the formal or official constitution-
al responsibility to admonish or reprove members of the Synod. No 
one is to interfere in the work of another.”
The commission has further noted, in the same opinion, that “if 
and when a pastor or any individual or group does not assume the 
constitutional responsibility for ecclesiastical supervision in the 
Synod,” there is nothing to “prohibit any Christian from rebuking 
a Christian brother so long as biblical” (Matthew 18) “and confes-
sional” (Large Catechism, Eighth Commandment) “principles are 
followed.”
Elsewhere, in Op. 05-2422, the commission has said that “members 
of the Synod walk together according to the covenants that they 
have mutually agreed upon by such membership, as delineated in 
the Synod’s Constitution, Bylaws, and resolutions. One of those 
covenants is provided in Bylaw 2.14.3 (c), which details how mem-
bers of the Synod have agreed to respond, ‘even if the alleged viola-
tion of Article XIII of the Constitution is considered to be “public.” 
In such case Matthew 18:15 is still followed.’”
Also in Op. 05-2422, the commission reasoned that “if a false doc-
trine or practice is public, a pastor is not prevented (while observ-
ing principles of Christian love) from informing his own congre-
gation(s) regarding true doctrine or practice when there is danger 
that the flock will be harmed by the falsehood.” “However, he may 
not assume this responsibility for other congregations that are not 
under his care or for the general public.”
While the “responsibilities outlined in the Bylaws and Constitution 
relative to Matthew 18” apply to Synod members, no matter their 
other vocations or avocations, how those responsibilities apply to 
particular communications or situations depends on the particulars 
of the given case.
adopt changes to invalidate constitutionally this long-standing and recent -
ly-incorporated activity.
8. Present objectives 2 and 9 appear to root in a common, very general 
objective of the pre-1917, German constitution (Chapter IV 3: “Common 
protection and extension of the church”). The latter objective 9 has been 
understood most often to relate to duties and rights of pastors and congre-
gations vis-à-vis one another and the Synod (1975 Res. 9-07; 1977 Res. 
5-01; 2001 Res. 2-03A; 2010 Res. 5-01A; “Opinion on Dissenting Groups 
and Activities,” CCM Minutes, Oct. 30–31, 1969 [ref. Op. 03-2328, Min-
utes, Apr. 29, 2003; Op. 05-2443, Oct. 16–18, 2005; Op. 11-2589, Sept. 
3–4, 2011]; CCM Ag. 1879; Minutes, Dec. 14, 1989; Ag. 1901, Aug. 30, 
1990; Ag. 2115 [with regard to RSOs], Aug. 24, 1998; Op. 02-2280, Oct. 2, 
2022; Op. 02-2309, Jan. 20–21, 2003; Op. 03-2338 [incl. A and C], Dec. 
13, 2003; Op. 09-2570, Jan. 23–24, 2010; Op. 10-2581, Sept. 7, 2010; Op. 
13-2669, May 16–17, 2013; Op. 22-2980, May 2, 2022; Standard Operating 
Procedures Manuals for dispute resolution and expulsion), once with refer-
ence to procedural rights within the Synod under worker benefit plans (1967 
Res. 4-46). It presumably also extends but does not seem explicitly to have 
been applied in interpretation to the Synod’ s efforts (e.g., Bylaw 1.2.1 [f][2] 
to “retain” on behalf of itself and its membership “all authority and auton-
omy allowed a church under the laws and Constitution of the United States 
and the State of Missouri.” Whether and to what extent the protection and 
rights describe have to do with congregational property or its enjoyment, 
other than in a free exercise sense, the commission does not here opine.
9. Although this activity is proposed by Concordia Plan Services, the 
constitutional basis for its core work of administering the Concordia Plans 
is clear (Const. Art. III 10) but, just as clearly, inapplicable to the instant 
question. The commission notes that work related to worker benefit plans 
was carried out before the 1979 addition of the relevant (10th) objective.
10. While Bylaws 3.7.1.1–2 do not provide for this function, neither do 
they exclude delegation of new functions to CPS or its subordinate agency 
by the Synod Board of Directors. Further, there is some analogy to the as-
signment of this function, even if not exact, in the “administration services” 
conceived under Bylaw 3.7.1.2 and the Board of Directors’ general authori-
ty to establish limits for CPS’ administration of plans on behalf of the Synod 
(Bylaw 3.7.1.4).
Member of the Synod as “Journalist” (24-3040)
Minutes of March 21–22, 2025
A district president of the Synod, by an email of Nov. 18, requested 
an opinion on the following:
Question:  Does a 
rostered minister of the Synod who regards 
him/herself a journalist relinquish the responsibili -
ties outlined in the Bylaws and Constitution relative 
to Matthew 18?
Opinion:  That the “rostered minister” (individual 
member of the 
Synod) “regards him/herself as a journalist” has no bearing on the 
member’s responsibilities under the Constitution and Bylaws of the 
Synod.
The Bylaws of the Synod mention duties of members relative to 
Matthew 18 in Bylaws 1.10.1–1.10.1.6, in other passages dealing 
with disputes among Synod members and entities, and in Bylaw 
sections 2.14–17, dealing with suspension and expulsion from the 
Synod. Certain of the provisions apply to those who have entered 
(perhaps under obligation) into specific processes (cf. Op. 04-
2401). Clearly, a member invoking, for example, Bylaw section 
2.14 to seek suspension and expulsion of another member must 
follow the procedures there identified, including those involving 
Matthew 18, regardless of external factors such as one’s journalistic 
pursuits.
The general preface to Bylaw section 1.10, comprising Bylaws 
1.10.1–1.10.1.6, describes the expectations the congregations have 
adopted for the Synod’s members “when[ever] disputes, disagree -

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OFFICER, BOARD, AND COMMISSION REPORTS
comply with obligations imposed on the seminaries by applicable 
PFC bylaws.
Bylaws 3.10.4.1–2 are limited to “new routes to ordination.”  As 
the question does not involve “new routes to ordination,” Bylaws 
3.10.4.1–2 are 
not applicable. (Nonetheless, the commission notes 
that the PFC could raise an objection to a modification of an existing 
route so extensive that it could be construed as effectively “new,” in 
which case these provisions might be found to be applicable.) This 
leads to Bylaw 3.10.4.3 to determine if said bylaw applies.
Bylaw 3.10.4.3 states: “The committee shall review, assess, coor -
dinate, support and make suggestions for improvement of all ex-
isting noncolloquy routes leading to ordination in the Synod, in-
cluding seminary and pre-seminary education programs.”
 Because 
the question 
refers to “seminary” and “existing noncolloquy routes 
leading to ordination,” Bylaw 3.10.4.3 is applicable; the question 
remains to what degree Bylaw 3.10.4.3 is applicable to the question 
at hand.
  
The 
question before us refers to consent and authorization.   For 
consent 
and authorization to be a duty and responsibility of the PFC 
and a requirement to be satisfied by a seminary board of regents 
such a requirement would need to be laid out either explicitly or 
implicitly as a prerequisite to fulfilling or complying with either the 
Synod’s Constitution or Bylaws. Nothing in Bylaw 3.10.4.3 rises 
to that standard.
  
Having 
answered that, as to the question asked, the seminary would 
not need to receive consent and authorization from the PFC, it 
should be noted that the change or changes referred to do need to 
be submitted to the PFC in order for the PFC to perform its duty 
to “review, assess, coordinate, support and make suggestions for 
improvement to” the seminary’s proposed plan.
Question 2: 
 If a 
Concordia University System institution board 
of regents wishes to modify the academic, admis-
sions, or financial parameters, or the means or place 
of instruction, for any existing pre-seminary edu-
cation program of such institution, and such action 
would otherwise comply with any applicable Syn-
od Bylaw, Constitution, or resolution requirements 
or restrictions on the authority of such board (e.g., 
Bylaw 3.6.6.1), do the provisions of Bylaws 3.10.4–
3.10.4.7 require such board to obtain the authoriza -
tion or consent of the PFC before the board takes 
such action? 
Opinion:
 Bylaw 3.10.4.3 
renders pre-seminary education programs 
within the scope of the PFC’s review, assessment, coordination, 
support, and suggestion of improvements. This work of the PFC is 
to be accommodated by Synod universities offering pre-seminary 
programs, which, like the seminaries, are not required to obtain 
PFC consent or authorization for such modifications.
Lutheran Church Extension Fund Real Estate 
Solutions (24-3042)
Minutes of April 7, 2025
By an email of Dec. 2, the President and CEO of the Lutheran 
Church Extension Fund (LCEF) forwarded a request for opinion on 
a series of questions:
Background:
 LCEF is 
considering being involved in some 
level of real estate development work in concert with property 
owned by one or more LCMS-related entities that would qualify as 
The commission thanks the district president for the question, and 
if further insight is sought, would encourage him to consult the 
Commission on Theology and Church Relations document “Public 
Rebuke of Public Sin: Considerations in Light of the Large Cate -
chism Explanation of the Eighth Commandment” (May 2006).
Pastoral Formation Committee and Existing 
Routes (24-3039)
Minutes of March 21–22, 2025
A congregation of the Synod, by an email of Nov. 11, requested an 
opinion on the following questions. Consistent with Bylaw 3.9.2.2 
(b), written input was solicited from the boards of regents of sem-
inaries and universities of the Synod, as well as from the members 
of the Pastoral Formation Committee.
Background: The Pastoral Formation Committee (PFC) was cre-
ated by 2016 Resolution 6-01 to foster collaboration between the 
seminaries, following the report of the 2013 Res. 5-14A Task Force, 
which “recognized ‘the need to provide for greater coordination 
and collaboration between our two seminaries’” and “recommend-
ed ‘that there be an entity ensuring that the seminaries do coordi-
nate and collaborate with respect to these various programs’” (2016 
R64, Workbook, p. 279). 
The Handbook provisions governing the PFC appear in Bylaws 
3.10.4–3.10.4.7. In addition to fostering collaboration, the PFC is 
assigned one specific power: it “shall” recommend any new routes 
leading to ordination for approval by resolution of the Synod (By-
law 3.10.4.1). 
The PFC also is directed to “review, assess, coordinate, support 
and make suggestions for improvement of all existing noncolloquy 
routes leading to ordination in the Synod, including seminary and 
pre-seminary education programs” (Bylaw 3.10.4.3). Other PFC 
responsibilities are outlined in Bylaws 3.10.4 and 3.10.4.4–5. 
The 2023 Synod convention resolved “That the seminaries, in con-
sultation with the Pastoral Formation Committee, retain responsi-
bility for the academic, admissions, and financial parameters for 
each approved non-residential route to ordination in the Synod” 
(2023 Resolution 6-03A). 
The Bylaws governing the seminary board of regents are found 
at 3.10.5–3.10.5.5. Particularly relevant to this opinion is Bylaw 
3.10.5: “Each seminary of the Synod, with its president and faculty, 
shall be governed by a board of regents, subject to general policies 
set by the Synod.”
Question 1: 
 If a seminary board of regents wishes to modify the 
academic, 
admissions, or financial parameters, or 
the means or place of instruction, for any existing 
approved non-residential, noncolloquy route to or -
dination in the Synod of such seminary, and such 
action would otherwise comply with any applicable 
Synod Bylaw, Constitution, or resolution require -
ments or restrictions on the authority of such board 
(e.g., the third resolved in 2023 Res. 6-03A), do the 
provisions of Bylaws 3.10.4–3.10.4.7 require such 
board to obtain the authorization or consent of the 
PFC before the board takes such action?
Opinion:
 As further 
background specific to this question, the By-
laws concerning the PFC need to be read in conjunction with the 
Bylaws governing seminaries as “general policies set by the Syn-
od” (Bylaw 3.10.5).
 As such, 
a seminary board of regents must

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OFFICER, BOARD, AND COMMISSION REPORTS
Directors”—as these relate to property development—must be to 
develop facilities for “ministry, witness, and outreach,” consistent 
with the general statement of purpose in Bylaw 3.6.4 (see also Op. 
24-3043, Background, Part C, “The ‘Constructive’ Constitutional -
ity of Church Extension Work”). Admitting that ministry property 
may have incidental commercial use (for example, a parking lot 
rented to a neighboring office building during the week, or retired 
school facilities leased to Head Start), the commission finds such a 
situation to be clearly distinguishable from investment or activity 
for the purpose of significant commercial development, even if it 
in some sense is intended to support or facilitate space for ministry. 
In such development, where the commercial aspect is not merely 
incidental to ministry but substantial and significant, the benefit 
to “ministry, witness, and outreach” of LCEF assets or activity in 
support of this aspect would be derivative, not direct. As such, this 
is not development contemplated in the bylaw-assigned work of 
church extension.
Question 2: 
 In connection 
therewith, various special purpose 
entities (“SPEs”) may be created or utilized to ac-
commodate the various ownership and manage -
ment interests of LCEF, the LCMS-related entity, 
and third-party investors and property developers. 
If LCEF is the sole or partial member of an SPE 
that functions in an ownership or investment role as 
opposed to a development role, does that SPE need 
to meet all the requirements of an “agency” under 
LCMS bylaws, resolutions and CCM opinions? 
Question 3: 
 If LCEF 
either directly or through an SPE of which 
it is a member has a partial membership interest 
(more likely a minority interest) in an SPE that has 
the primary development role of a project (a “De-
velopment SPE”), does that Development SPE need 
to meet all the requirements of an “agency” under 
LCMS bylaws, resolutions and CCM opinions con-
sidering that other third-party stakeholders will also 
have an interest in that Development SPE?
Opinion:
 For purposes 
of answering these questions, we assume 
that the hypothetical development project is one that satisfies the 
requirements set forth in our opinion on Question 1 above. 
Regardless of what the ownership structure ultimately looks like, as 
set forth in our Op. 23-3005A (see minutes of August 9–10, 2024, 
item 44), the new entity here would be, as an agency of LCEF and/
or the LCMS-related entity, an agency of the Synod. This is true 
regardless of how many levels there are between LCEF and/or 
the LCMS-related entity and the ultimate property-owning entity. 
Starting with the entity that LCEF and/or the LCMS-related enti -
ty are directly members of, that entity would be an agency of an 
agency, which makes it an agency of the Synod as well. Were that 
entity a member of another entity, then that entity would likewise 
be an agency of the Synod. This would continue down throughout 
the ownership chain until it terminated with the property-owning 
entity, which would also be an agency of the Synod. Since all the 
entities would be agencies of the Synod, the requirements related 
to agencies generally would apply to all of the entities in such a 
development. 
While not directly asked, it is important to note that one of the re-
quirements of an agency that is created by another agency is that 
the creating agency must be the sole member of the new agency 
(see 1981 Res. 5-07). All of the background provided by LCEF 
eligible borrowers of LCEF under LCMS bylaws and related reso-
lutions. Such development work, as it relates to this question, would 
include third-party investors and developers that may be for-profit 
entities. Per LCEF, LCEF would not be making significant capital 
contributions to the project. The LCMS-related entity would retain 
some yet-to-be-determined ownership or control over some of the 
property for ministry purposes post-development. Other portions of 
the property could be used for other purposes, including housing or 
commercial use.
Question 1: 
 Is such 
LCEF development work consistent with 
Synod Bylaws 3.6.4 and 3.6.4.4.1?
Opinion: The question 
here boils down to whether development 
activity that includes some ministry-specific purposes and other, 
non-ministry purposes falls within LCEF’s charge under Bylaw 
3.6.4, which provides that LCEF “is operated ... 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 in limited circumstances beyond 
the Synod. The answer to this question will depend on the specific 
development project being presented; a blanket answer that all are 
permitted or all are not permitted is not possible. The answer for a 
specific project involves looking at two factors—the who and the 
what.
As to the who, LCEF is permitted to provide financial resources and 
related services within the Synod, to and within partner churches 
that are in altar and pulpit fellowship with the Synod and, upon 
the recommendation of the President, to certain Lutheran entities 
formed and operating outside of the United States (which are not 
understood to be at issue here). If the recipient of the financial re-
sources is a professional church worker, a congregation in the Syn-
od, or an agency of Synod, then the resources would be “within 
the Synod” and this factor would be satisfied (as it would be if the 
entity is, or is within, a partner church with which the Synod is in 
altar and pulpit fellowship, subject to Board of Directors approval). 
However, if, as the background from LCEF suggests, the recipi -
ent of the financial resources is, directly or indirectly, a subsidiary 
of, or a joint venture with, persons and/or entities that are not pro-
fessional church workers, congregations in the Synod, or agencies 
of the Synod, then the recipient would not be “within” the Synod 
(similarly, with a partner church). In such cases, providing financial 
resources would be beyond LCEF’s authority. 
As to the what, the development would need to “further the objec -
tives and duties of the church extension fund” (Bylaw 3.6.4). The 
“purpose, function, and assigned areas of responsibility” of a syn-
odwide corporate entity are “set forth in [the Synod] Bylaws” (By-
law 3.6.1, see opinion to Question 2, Op. 24-3043, minutes of Feb. 
3, 2025), and the entity operates within such limitations (Bylaw 
3.6.1.6). With regard to LCEF, the bylaws specify that it provides 
“financial resources and related services for ministry, witness, and 
outreach” (Bylaw 3.6.4). It does so by providing “financing and 
services for the acquisition of sites, for the construction of facilities, 
for the purchase of buildings and equipment, for operating expenses, 
for professional church worker education, for the residential hous-
ing needs of professional church workers, for promoting strategic 
ministry planning and assisting in capital campaigns; and for other 
purposes approved by its governing board and the Synod Board 
of Directors, which purposes shall be consistent with the ministry 
and mission of the Synod” (Bylaw 3.6.4.4.1). The commission un-
derstands that the specifically enumerated activities and any “other 
purposes approved by its governing board and the Synod Board of

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OFFICER, BOARD, AND COMMISSION REPORTS
what language needs to be included in the documents to grant the 
Synod necessary comfort as to the binding nature of particular as-
pects of Synod governance on the institutions to be a matter for 
consideration by the Board of Directors more than by this body.
The commission, because the nature of its work is to detect dishar-
mony, tends to produce negative documents indicating facets that 
require correction. Staff of the Office of the Secretary is preparing 
an accompanying document with the intention of providing posi-
tive guidance, more useful for a university or seminary considering 
development of new provisions or policies and seeking suggestions 
as to what should be included. Once the review of this document 
by the Office of the Secretary and this commission is complete, the 
Office of the Secretary intends to release it as an item complemen-
tary to the following opinions.
The opinions that follow are named after the respective institutions 
but receive the agenda item number assigned to the general review 
project, Ag. 23-3023.
The commission notes to the Board of Directors all the following 
reviews and will provide to the Board of Directors not only its opin-
ions but all documents reviewed.
In the following, the commission notes also that it has not attempt-
ed to correct all instances of references to Synod Bylaws rendered 
incorrect simply due to renumbering as a result of 2023 Res. 7-04B 
or other changes.
For reports on individual institutions’ governing documents, rele-
vant to Report R5, see noted minutes.
Director of Family Life Ministry 
Authorization
 (25-3072)
Minutes of December 2, 2025
By an email of September 21, augmented by submission of fur -
ther documents on September 22, the chairman of the Concordia 
University System (CUS) Board of Directors (BOD) requested an 
opinion of the commission on the following question, related to the 
CUS BOD’s motion, taken September 19, to wit:
[Resolved,] To approve the minor curricular changes to the 
Director of Family Life Ministry (DFLM) Program and au-
thorize it to be offered at the Master’s level at Concordia 
Nebraska and Concordia Wisconsin under Bylaw 3.6.6.1 (b), 
contingent upon review by the Commission for Constitution-
al Matters.
The commission was also provided with a document entitled, 
“White paper in support of changes to colloquy requirements for 
commissioned status of Commissioned Family Life Ministers in 
The Lutheran Church—Missouri Synod,” as was provided to the 
CUS BOD, and a number of other backup documents. At the sug-
gestion of the Secretary, the question was worded thus:
Question: 
 Does the 
CUS BOD possess the authority under By-
law 3.6.6.1 (b) (as opposed to the authority reserved 
to the convention under Bylaw 3.6.6.1 [g]) to au-
thorize implementation of a commissioned minister 
preparation program previously offered at the bach-
elor’s level at one Concordia campus in the form 
of a master’s level program including substantially 
equivalent subject matter at the same or a different 
Concordia university?
Opinion:
 On the 
recommendation of the Board for Higher Edu-
cation (BHE)/CUS, 2004 Res. 5-04A authorized the Director of 
and even the questions asked all assume that there would be struc-
tures that involve ownership by LCEF and/or the LCMS-related 
entity, on the one hand, and third parties (whether developers or 
investors), on the other hand. Regardless of the level of the various 
ownership interests, or the rights associated with the interests, the 
fact of having an entity that is not wholly owned by an agency of 
the Synod would not be permissible.
2023 Res. 7-04B Review of Higher Education 
Governance Documents (23-3023) 
Minutes of September 12–13, 2025
The commission received an assignment in 2023 Res. 7-04B, “To 
Revise Bylaws to Revisit and Renew Relationship of Colleges and 
Universities with the Synod,” part C, “To Clarify Relationship of 
the Synod’s Board of Directors to the Concordia University Boards 
of Regents,” to provide input to the Board of Directors of the Syn-
od on “the governing documents and governance practices of all 
higher education institutions of the Synod,” with “all boards of 
regents and boards of associated foundations [being] directed to 
correct any identified noncompliance with the Synod Constitution, 
Bylaws, and resolutions.” The commission requested documents in 
a memorandum of December 8, 2023, making some follow-up re-
quests. It commenced its review of the documents at its March 2024 
meeting with the first documents received, determining to hold all 
the reviews for collective release. It concluded its review of the last 
institution’s documents at this meeting and now releases its reviews 
for all the universities and seminaries of the Synod.
In its reviews it has noted areas where institution governing docu-
ments are not in harmony with the Constitution, Bylaws, and res-
olutions of the Synod, in some places, due to the changes effected 
in the Synod Bylaws by 2023 Res. 7-04B, but in many places, with 
regard also to prior Synod Bylaws. It is important to note that the 
commission is charged to identify such disharmonies, not to im-
prove generally upon the governing documents of the institutions 
(although it sometimes offers what are intended to be helpful sug-
gestions). In this work, the commission must often consider where 
an omission from agency articles or bylaws of a detail that is not ex-
plicitly required to be included in such documents (by, for example, 
Bylaw 1.5.3.6) constitutes such a disharmony. To give one specific 
instance, the commission has found, and indicates in these reviews, 
that agency articles and bylaws, where they state or assume from 
corporation law generally an ability of the board to amend the arti-
cles or bylaws, need to include explicitly the requirement that such 
amendments be reviewed and approved in advance by this com-
mission, as required by Synod Bylaw 3.9.2.2.3 (a). As the Board 
of Directors considers changes to Bylaw section 1.5, containing re-
quirements for governing documents and practices of Synod agen-
cies, the explicit requirement of inclusion of this explicit provision 
in agency governing documents may warrant inclusion. 
Generally, the commission has noted certain provisions included 
in agency documents that, apart from inclusion of material from 
the Synod Bylaws, could prove misleading in isolation. It has not, 
however, generally scrutinized the governing documents for places 
where contradictory default inferences from laws of relevant ju-
risdictions or arguments from silence made otherwise might cloud 
a Synod procedure for, for example, removal of directors (Bylaw 
1.5.7) or limitations on real property or borrowing authority, etc. 
The commission has likewise not fully attended to the implica -
tions of board policy for the agencies, which is generally beyond 
its scope of work. The commission considers the determination of

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terms of subject matter expertise and ministerial formation to that 
of a graduate of one of the other implementations; in the latter, the 
formation of a graduate of an “essentially revised” program might 
not be.
While the relative evaluation of curricula belongs to CUS and not 
to this commission, the commission observes that the language of 
“minor curricular changes” and “including substantially equivalent 
subject matter” seems consistent with the sort of “new implemen -
tation” of an existing program described in Bylaw 3.6.6.1 (b) and, 
therefore, within the authority of CUS BOD to authorize.
The commission notes, however, that the provided white paper 
indicates “all rostered, commissioned workers in the LCMS take 
core theology classes that include the study of Old Testament, New 
Testament, doctrine and confessions of the LCMS, methods in reli-
gious education, and the role of the church professional. A DFLM 
takes these classes as well.” However, as might be expected, the 
master’s level program descriptions provided do not include this 
coursework. The commission thus understands the master’s pro-
gram to be incomplete, as to certification, in itself, requiring the 
“core theology class” requirements to be satisfied through a prior 
undergraduate church work program or some other means. It has 
been clarified for the commission that, while the master’s degree 
is not inclusive of the theology requirements, a track for comple -
tion of said requirements would be provided and required for those 
seeking certification, either via classes at the respective Concordia 
or through CUEnet (whether by certification or colloquy). This was 
likened to the “modularity” of the education major and Lutheran 
Teacher Diploma pathway at a number of Concordia universities. 
Considered within this context, this nuance does not alter the com-
mission’s conclusion, stated above.
Presidential Appointment following Invalid Circuit 
Election (26-3074)
Minutes of February 6–7, 2026
The Secretary of the Synod posed a question as follows: 
Question: A 
circuit conducted timely elections for pastoral and 
lay delegate and alternates to the Synod convention, 
correct in all respects except that the alternate lay 
delegate was elected from the same congregation 
as, and subsequent to, the alternate pastoral dele -
gate. The alternate lay delegate was, therefore, not 
certified by the district secretary. After the bylaw 
certification deadline, the lay delegate was rendered 
unable to attend the convention. Does the defec -
tive election of an alternate lay delegate preserve 
the ability of the district president to appoint a re-
placement lay delegate for the circuit under Bylaw 
3.1.2.1 (m)? 
Background:
 Op. 10-2580, 
13-2675, and 19-2906 do not 
definitively answer this question. Op. 10-2580 notes that “Bylaw 
3.1.2.1 (j) allows appointment by a district president in some in-
stances of defective elections. However, in each of those prior in-
stances considered by the CCM where that right was recognized, 
an election was held in a timely manner, but was defective in some 
other respect.” Op. 10-2580 seems to refer to Ag. 1851 (Dec. 3, 
1998), in which the commission commended appointment of re-
placements by the district president in a situation where delegates 
and alternates had been elected “timely” but outside the forum and 
by a procedure other than that specified in the bylaws. At the same 
time, Op. 19-2906 speaks of “due election” and Op. 13-2675 states 
Family Life Ministry (DFLM) as a type of commissioned minister 
and authorized BHE/CUS, presumably under 2004 Bylaw 3.8.3.4 
(c), to “review and approve new programs” in this area under its 
broad assignment to “have overall responsibility to provide for the 
education of commissioned ministers” (2004 Bylaw 3.8.3.1). The 
resolution described the program thus:
The family life program is multi-disciplinary, emphasizing 
theology, sociology, law, economics, and scripturally sound 
psychology. The family life graduate will possess the theo-
logical, academic, and practical training needed for providing 
specialized services to families in a variety of situations and 
settings. Students preparing for the position of Director of 
Family Life Ministry will participate in a program of study 
that conforms to the requirements established by the Concor-
dia University System for admitting, monitoring, and placing 
church-vocations students. The requirements for the study of 
theology are the same as for Lutheran teacher and director of 
Christian education students. Family life ministry programs 
on Concordia University System campuses will maintain 
required academic standards so that graduates will also be 
eligible for professional licensure.
Today, CUS is charged:
•	 on the one hand, to “review and approve new implementa -
tions of and discontinuance, whether actual or constructive, 
of programs of study leading to professional church work 
in the interest of the institution(s) and the Synod” (Bylaw 
3.6.6.1 [b]), to maintain standards for such programs (By-
law 3.6.6.4 and its subparagraph [c]), and to conduct visi-
tation and possible disaffirmation of such programs (Bylaw 
3.6.6.4.1 and its subparagraph [d]), and
•	 on the other, to “receive, revise, and recommend to conven-
tions of the Synod for approval any proposals for creating, 
essentially revising, or renaming programs of study and cer-
tification for commissioned ministry” (Bylaw 3.6.6.1 [g]).
The question before the commission is whether the authorization 
of DFLM programs as indicated falls under the former provision, 
thus requiring only CUS approval, or the latter, instead requiring 
approval of the convention. 
The CUS resolution does not create or rename a program of study 
and certification for commissioned ministry, so as to create or re-
name a new category of commissioned ministry, to be added to the 
list presented today in Bylaw 2.6.1.1. Such would clearly require 
action of the convention, pursuant to a recommendation from CUS 
as described in Bylaw 3.6.6.1 (g).
This leaves the question of whether the resolution amounts to “new 
implementation[s]” (Bylaw 3.6.6.1 [b], delegated to CUS) or an 
essential revision (Bylaw 3.6.6.1 [g], requiring convention action) 
of an existing program of study and certification for commissioned 
ministry/leading to professional church work (namely the DFLM 
program). The former, within the realm of CUS BOD to approve, 
would be an implementation by a new Concordia university or in 
an incidentally different outward form of the essence of an existing 
program among those listed in Bylaw 2.6.1.1. The latter, requiring 
convention approval, would be a revision of the “intrinsic, funda-
mental nature” or of “an indispensable element” (Collins Dictio -
nary) of an existing church work program to have a fundamentally 
different requirement with regard to some presently indispensable 
element. In the former case, a graduate’s formation by a “new 
implementation” would be readily recognized as “equivalent” in

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The commission has dealt prior with agency bylaws placing ad-
ditional geographical limitations on the membership of a partially 
elected, partially appointed board, in Op. 16-2800A finding:
The requirement that the two laypersons elected by the Synod 
be resident freeholders of (i.e., with residence in and having 
freehold title to property within) Seward County, Nebraska, 
cannot be imposed on the Synod convention by the universi-
ty’s bylaws and, as stated, are invalid. The requirement of the 
former CUNE bylaws was simply that two of the laypersons 
(including those elected by Synod and district and appointed 
by the board) be resident freeholders of Seward County. The 
Synod’s choice of its two elected laypersons cannot be so re-
stricted. Should, following a Synod convention, the board be 
in a position of lacking two resident freeholders of Seward 
County, Nebraska—if this is, in fact, a legal requirement that 
must be retained—it is the board’s responsibility to meet this 
requirement, not the Synod’s, and the board may satisfy this 
requirement by its ability to appoint members.
This opinion, narrowly construed, was later codified in Bylaw 
3.10.6.2 [2]:
3.10.6.2 The board of regents of each college and university shall 
consist of no more than 18 members, all voting.
…
2.
 One ordained 
minister, one commissioned minister, and two 
laypersons shall be elected by the geographical district in 
which the institution is located. If any board is required by 
its governing documents to include one or more persons 
holding residence or church membership in a specific lo-
cality, the institution is responsible for ensuring (including 
by appointment, if necessary) that individual(s) meeting 
such requirements are included among those persons serv-
ing on such board, and no such geographic restriction shall 
apply to Synod-elected regents.
…
Question 1:
 Is the 
requirement of LCEF Bylaw II 1 binding on 
the convention as it elects members of the LCEF 
Board of Directors, precluding election of members 
such that their election would result in more than 
the maximum number allowed under the bylaw to 
be from a given district, or is the requirement not 
binding on the convention and required to be dealt 
with by the LCEF membership?
Opinion 1: Were the limitation to be stated in Synod Bylaws as well 
as in those of LCEF, there would be no question as to the applicabil-
ity of the limitation to the directors to be elected by the convention. 
The requirement, however, is stated only in the LCEF Bylaws.
The situation is distinguishable in two important regards from the 
case dealt with in Op. 16-2800A and in Bylaw 3.10.6.2 [2]: First, 
the LCEF requirement is one not required by local statute and not 
purely geographical, but one dealing with district representational 
balance. It thus may serve not some local jurisdictional require -
ment but the Synod’s own interests (although not codified in its 
own Bylaws). Second, the LCEF bylaws, as bylaws of a synodwide 
corporate entity, are subject to the unique process of Bylaw 3.6.1.7 
(while the provision in question was adopted, to be clear, prior to 
the adoption of Bylaw 3.6.1.7).
Nonetheless, Synod Bylaws regarding synodwide corporate entities 
(first adopted in 1998 Res. 8-03B, then newly requiring all the en-
that “Where no proper election has occurred, no vacancy exists [to 
be filled by presidential appointment].”
Opinion: The commission 
finds that Bylaw 3.1.2.1 (m), which 
authorizes presidential appointment, presumes the prerequisites of 
both a delegate and an alternate election. Subparagraph (l), adopted 
in 2023 Res. 9-05A, emphasizes that a circuit can, before the dead-
line, remedy an earlier failure to elect a delegate or alternate. A cir-
cuit that has not elected both a delegate and alternate by the bylaw 
deadline does not, in accord with Op. 13-2675 and longstanding 
practice, have recourse to presidential appointment.
The commission finds that an election invalid at the time of election 
and not certified by the district secretary does not constitute an elec-
tion of a delegate or alternate. The remedy for a failure to elect is to 
complete the failed election in another forum prior to the deadline 
(Bylaw 3.1.2.1 [l]). If the circuit has not before the deadline validly 
elected both a delegate and alternate in the category (pastoral/lay) 
where the vacancy occurs, recourse to presidential appointment is 
not available.
LCEF Board of Directors, District Membership 
Limitation (26-3076)
Minutes of February 6–7, 2026
The Secretary of the Synod posed the following question on Feb-
ruary 5:
Background:  The Board 
of Directors of The Lutheran Church 
Extension Fund—Missouri Synod (LCEF) is a governing board of 
the Synod (Bylaw 3.2.2), the membership of which is stated in By-
law 3.6.4.3, which reads as follows, the number of directors being 
left to specification in the bylaws of LCEF:
3.6.4.3
 The board 
of directors for the Lutheran Church Exten -
sion 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 mem-
bers of the board of directors of the Lutheran Church Exten-
sion Fund—Missouri Synod shall serve a maximum of four 
three-year terms.
1.
 Three directors 
shall be elected by the Synod in convention 
and shall include one ordained or commissioned minister 
and two laypersons.
2.
 The remaining 
voting directors shall be chosen by the mem-
bers.
3. The representa
tive designated by the Board of Directors of 
the Synod shall also be a nonvoting member of the board.
LCEF Bylaw II 1 provides: “No more than two elected Directors 
can be from the same district of The Lutheran Church—Missouri 
Synod.” Presently, the board has midterm incumbents from sev-
en districts. Three seats (and possibly four, if Bylaw 3.6.4.3 [1] is 
amended to admit four convention-elected directors as approved in 
Op. 24-3050A) are up for election by the 2026 convention. Two of 
those seats are held by lay incumbents having districts in common 
with two of the seven midterm incumbents, meaning that, under the 
LCEF bylaw, no further members can be admitted from those two 
districts (presuming the incumbents are reelected). There is the po-
tential that electing another member from one of those two districts 
in the ordained/commissioned seat (which is elected prior) could 
either preclude the reelection of an incumbent in one of the lay seats 
or produce a situation where the LCEF bylaw stricture is violated.

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ative for those directors only; the constitution and bylaws provide 
no basis to render it inoperative for the appointed directors. This 
determination controls and supersedes.
The commission observes that corporate law will have to be con-
sulted regarding the impact of this effective change in the bylaws 
of LCEF on the service of midterm directors whose district mem -
bership and that of those elected by the Synod in convention might 
conflict with the rule.
The commission further observes that a slight change in the word-
ing of LCEF’s bylaw—if the desire is to accommodate the con-
vention’s current freedom while preventing conflict with current 
terms of existing directors—might be helpful: “No directors can be 
elected by the membership from any district already providing at 
least two elected directors.” 
Completeness of Record in Bylaw 2.14.4.2 (a) 
Concurrence (25-3070)
Minutes of February 6–7, 2026
A pastor of the Synod requested the commission’s opinion on the 
following three questions, occasioned by the determination of a 
district president not to suspend on the basis of a formal written 
accusation, filed under Bylaw section 2.14, in a matter of doctrine 
and practice. The President of the Synod had concurred in the de-
termination of the district president not to suspend, as provided for 
in Bylaw 2.14.4.2 (a). 
In accordance with Bylaw 3.9.2.2 (b), input was requested from the 
President of the Synod and the district presidents of the accuser and 
the accused. In accordance with the principles of the Standard Op-
erating Procedures Manual (SOPM) for said bylaw section, and out 
of an abundance of caution for the possibility of resuming formal 
process, background material provided was restated for the com-
mission in a case-nonspecific manner.
Question 1:
 Does the 
concurrence of the President of the Syn-
od under Bylaw 2.14.4.2 (a) eliminate the accuser’s 
right to appeal for action if the President did not re-
ceive or did not review the full written charges and 
the record of the district president’s investigation, as 
required by Bylaw 2.14.4.2?
Opinion:
 Bylaw 2.14.4.2 
sets forth a procedure by which a district 
president can, in a matter of doctrine and practice and where there 
is a formal written accusation, obtain the advance concurrence of 
the President of the Synod in his decision not to suspend an accused 
member, so as to preclude a subsequent appeal (to the President of 
the Synod) for action by the accuser (Bylaws 2.14.4.2 [a], 2.14.5 
[a]). Where the responsible district president has determined not 
to suspend, the district president has determined either that cause 
does not exist or that admonition has proven not futile , rendering 
suspension inappropriate (Constitution Article XIII 1). The mech -
anism of Bylaw 2.14.4.2 allows him—when he has reached such a 
preliminary determination—to request the President’s concurrence, 
potentially rendering it final and not subject to appeal as to the pres-
ent allegations and facts and finally concluding the process initiated 
by the submission of the formal written accusation. The mechanism 
was developed “to help district and Synod presidents to speak ‘with 
one voice’ in potentially contested declinations to suspend” (April 
7, 2017, Memorandum of the Secretary to the Board of Directors, 
describing bylaw changes presented for approval as a result of the 
2016 Res. 12-14 Council of Presidents consultation process). 
tities to have board members elected by the Synod in convention) 
provide as follows (emphases added):
3.6.1.3 Each synodwide corporate entity shall have a governing 
board.
(a) A minimum 
of one-third of the voting members of every 
governing board shall be elected by the Synod in conven-
tion as described in these Bylaws.
(b)
 The names 
of the individual members of each of these 
governing boards shall be reported annually in an official 
periodical of the Synod.
Further, Synod’s bylaw regarding LCEF’s board of directors (ad-
justed, along with those of other entities, in 1998 to include the 
convention-elected directors) states:
3.6.4.3
 The board 
of directors for the Lutheran Church Exten -
sion 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 mem-
bers of the board of directors of the Lutheran Church Exten-
sion Fund—Missouri Synod shall serve a maximum of four 
three-year terms.
1.
 Three directors 
shall be elected by the Synod in convention 
and shall include one ordained or commissioned minister 
and two laypersons.
2.
 The remaining 
voting directors shall be chosen by the mem-
bers.
3. The representa
tive designated by the Board of Directors of 
the Synod shall also be a nonvoting member of the board.
The commission finds that Bylaw 3.6.1.3 (a)—which states that 
election is “as described in these Bylaws”—requires that all limit-
ing factors regarding the election of members to a synodwide cor -
porate entity governing board by the Synod convention must be 
stated in the Bylaws of the Synod. Bylaw 3.6.4.3 makes reference 
to the bylaws of LCEF only with regard to the total number of di-
rectors on the board and not to any further requirements placed on 
the election of directors by the convention.
The commission therefore finds, consistent with the general line 
of reasoning of Op. 16-2800A (quoted above), that for the require-
ment (namely, that no more than two directors be elected from any 
one district) to be binding on the Synod in convention, it must be 
recorded in the Bylaws of the Synod—which it is not. If the con-
vention’s choices are to be limited, it must have adopted that lim -
itation.
The convention can be asked to add the language to the Synod 
Bylaws, perhaps to Bylaw 3.6.4.3, and if it does so, the provision 
would be operative from the time of adoption.
Question 2:
 If the 
requirement is not binding on the Synod con-
vention and the convention elects directors such that 
more than the allowed number, in total, are from a 
given district, what is to become of any appointed 
(that is, elected by the LCEF membership, not by 
the Synod convention) member(s) from such a dis-
trict?
Opinion 2:
 The commission 
finds that LCEF Bylaw II 1, 
that “no more than two elected Directors can be from the same dis-
trict of The Lutheran Church—Missouri Synod,” is—to the extent 
that it limits the choice of the Synod in convention as to directors it 
elects—in conflict with Synod Bylaw 3.6.1.3 and therefore inoper-

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it there is no further appeal. It has the full effect of a presidential 
determination not to initiate formal proceedings upon an appeal for 
action, just delivered earlier in the process.
Specifically, the Bylaws provide for no latter-day review of the ad-
equacy of the material presented to the President that could void his 
concurrence and restore his ability to receive an appeal for action 
in the matter at hand. Bylaw section 2.14 in other places provides 
explicit opportunities for review of procedural adherence, as well 
as specific remedies. For processes that reach a panel (constituted 
only when a member has been suspended), the panel is empowered 
to consider compliance with the bylaw provisions; indeed, one of 
the sub-issues each panel decides is: “Was proper procedure fol-
lowed by the ecclesiastical supervisor in suspending the member 
of the Synod (Const. Art. XIII 2; Bylaws 2.14.3–2.14.10.3)?” (id., 
Decision, p. 57). There is a procedure for objections to alleged non-
compliance—when a matter is before a panel—that can result in 
corrective action and even a new panel (id., General Regulation V , 
p. 18). But the Bylaws of the Synod provide no authority—prior 
to an empanelment—to review the actions of ecclesiastical super -
visors (other than that they so empower the President, Const. Art. 
XI B 1–2; Bylaw 3.3.1.1.1 [b, d]; 3.3.1.2 [b–c]) and grant no au-
thority—not even to the President—to compel performance or to 
correct, outside established bylaw procedures and timelines, prior 
actions or failures to act. Here, the appeal for action and its at-
tendant prior concurrence are themselves instances of established 
bylaw procedures allowing the President to intervene upon the per-
formance of duties by the initial ecclesiastical supervisor; bylaws 
provide no further authority to—or means whereby any might—in-
tervene upon the intervention, especially after the fact.
When the President’s concurrence is officially requested under the 
provision in question, the President must determine, therefore, be-
fore he concurs, whether he is entirely satisfied with the adequacy 
of the record before him to allow his determination that there is no 
cause that the worker should be suspended, or further admonished 
under possibility of suspension, on the basis of the facts presented 
in the formal, written accusation. In case of any doubt in the Pres-
ident’s mind as to the completeness of the record before him that 
cannot be resolved by conference with the district president, he has 
the options either to not concur, which may prompt the district pres-
ident to revise his determination or initiate further investigation, for 
which more time can be allotted, or to take no action, allowing the 
district president to proceed with his own determination (id., Step 
2.5, p. 32). These options both preserve the potential for appeal for 
action to the President and for his subsequent independent investi -
gation of the charges and his admonition and/or suspension of the 
accused (id., Step 2.6, p. 33).
In summary, the commission finds: 
First: That a presidential concurrence once clearly given in response 
to a clear request under Bylaw 2.14.4.2 cannot be voided, so as to 
restore the possibility of appeal for action. The Bylaws provide no 
specific mechanism for an appeal for action to be revived follow-
ing a presidential concurrence under Bylaw 2.14.4.2. “Expulsion 
shall be executed only after following such procedure as shall be 
set forth in the Bylaws of the Synod” (Const. Art. XIII 2). Where 
the bylaws and attendant SOPM do not themselves provide means 
of procedural correction, the ability to correct procedural errors is 
severely curtailed. Where a concurrence is requested, the onus is 
on the Synod President to ensure that any doubt about sufficiency 
of the material before him is resolved before he grants any such 
concurrence. Once he has concurred, a subsequent discovery of the 
The constitutional right and duty to “promote and maintain unity of 
doctrine and practice in all the districts of the Synod” upon which 
the appeal for action is founded is the President’ s (Const. Art. XI 
B 3; Op. 16-2791; 2016 Res. 12-14) and not the accuser’ s. Where 
the President has concurred in a district president’s decision not to 
suspend, he has finally exercised, with regard to the matter at hand, 
his right and duty to intervene in the matter to “promote and main-
tain unity of doctrine and practice in all the districts of the Synod.” 
The concurrence mechanism of Bylaw 2.14.4.2 does not in essence 
prevent a matter from coming before the President of the Synod for 
review; it simply advances the President’s review of, and potential 
concurrence in dismissal of, a matter that might otherwise subse-
quently come before him as an appeal for action.
Prerequisite to obtaining such concurrence, the district president is 
to “convey [] to [the President of the Synod] the accuser’s formal 
written accusation, the record of [the district president’s] investiga-
tion, and [the district president’s] preliminary determination” (By-
law 2.14.4.2). It is the clear expectation of the bylaw that these items 
be conveyed fully, and to this the district president is duty bound 
(see also clear standards for what is to be included in the “record of 
the investigation,” SOPM for Bylaw section 2.14, December 2023, 
Flow Chart Detail, Step 2.3, pp. 31–32). It must be said, at least in 
passing, that a district president’s withholding of required infor -
mation from the President to obtain a concurrence and frustrate a 
potentially valid appeal for action would be a “violat[ion] … of the 
requirements or procedures” as described in Bylaw 2.14.10.2, with 
potential for the consequences there also described. 
It must also be said that the President must be aware he is granting 
a concurrence for him to have been said to have done so. Bylaw 
2.14.4.2 requires certain materials to be presented to the President 
within the framework of a formal request for concurrence in a mat-
ter involving doctrine and practice and a formal, written accusation. 
Clearly, if the President is not aware he is granting such concur -
rence (for example, if a district president in a conversation de-
scribes a situation without providing a formal, written accusation, 
and the President casually indicates approval of the district presi-
dent’s approach or conclusions), no such concurrence is granted. As 
the question is presented, however, there is no question of whether 
the President understood that he would be granting, and did grant, 
a concurrence upon materials presented to him that at least facially 
met the requirements of Bylaw 2.14.4.2. 
We now turn to the question at hand, which is of what options an 
accuser has if, after a concurrence has been delivered, he believes 
the “accuser’s formal, written accusation, the record of [the dis-
trict president’s] investigation, and[/or] [the district president’s] 
determination” were not fully delivered to the President, or fully 
reviewed by him. 
We deal with the latter part first. The question in its second aspect 
asks whether a failure of the President to review the record in full 
invalidates the concurrence. This, the dignity of the President’s of-
fice presumes (see “Third” below) but the bylaws do not clearly 
require, or present a definite standard for review of such, or provide 
a finder of fact to reach such a determination. This being the case, 
the commission has no authority to set a standard or provide a find-
er of fact regarding this aspect, and it will therefore not be further 
considered in this opinion.
Now to the first part, as to the full conveyance of the required ma-
terial to the President. The President’s concurrence is a finally dis-
positive act as regards the facts presented in the formal, written 
accusation. Of it there is no means of review provided, and from

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Question 3: If the required procedure of Bylaw 2.14.4.2 was not 
properly followed, does that procedural failure in-
validate the President’s concurrence under Bylaw 
2.14.4.2 (a), thus restoring the complainant’s right 
of appeal for action?
Opinion:
 With 
regard to the completeness of the record presented 
to the President or the adequacy of his review, the situation here 
presented, the question has been answered above. The President’s 
concurrence, once given in response to a clear request, is finally 
dispositive of the matter as presented in the formal, written accusa-
tion.
Reconsideration of Op. 24-3031, Adjunct Seminary 
Faculty (24-3031A)
Minutes of February 6–7, 2026
By an email and memorandum of May 6, 2025, the presidents 
of Concordia Theological Seminary, Fort Wayne, and Concordia 
Seminary, St. Louis, requested that the commission reconsider its 
Opinion 24-3031, Adjunct Seminary Faculty, which can be found 
in the minutes of March 21–22, 2025. The commission accepted 
the request and solicited input, under Bylaw 3.9.2.2 (b), from the 
boards of regents and presidents of the seminaries and universities 
of the Synod, as well as from Concordia University System and 
the President of the Synod, some of which (and some members of 
which) responded with written materials.
Two concerns are expressed in the request to reconsider Op. 24-
3031:
1.
 That Bylaw 
3.10.5.5 (g) should be considered as applicable 
to full-time faculty only, not, as the opinion states, to all 
faculty (part-time and/or temporary included).
2.
 That the 
term “staff” used in Bylaw section 3.11 should not 
be considered, as the opinion states, as applicable to “facul-
ty” (including part-time or temporary).
Opinion: As to the first concern, the request for reconsideration 
cites several bylaws in which the unqualified word faculty must be 
meant to refer only to full-time faculty, in some cases because only 
the full-time faculty vote and some action of the faculty is being 
referred to. The fact that they do not vote (or do not tend to receive 
sabbaticals), however, does not place the part-time faculty outside 
the faculty, as Bylaw 3.10.5.7 makes clear. In fact, Bylaw 3.10.5.7 
must limit which faculty can vote precisely because the part-time 
and temporary faculty are faculty. The commission finds no reason 
in the bylaws cited to conclude that Bylaw 3.10.5.5 (g)’s use of the 
term faculty can, on the basis of the bylaw language, be determined 
to refer only to full-time faculty.
While the commission recognizes that understanding the reference 
to “the appointment of faculty members” in Bylaw 3.10.5.5 (g) to 
apply beyond the full-time faculty runs counter to now-common 
practice, the commission stands by its interpretation of the bylaw 
as stated in the original opinion. The commission further restates 
that because the primary purpose of each seminary is to teach and 
train those going into the ministry, the involvement of the boards of 
regents in the appointment of all those carrying out that education 
would seem to be their “fulfilling of the mission of the seminary” 
(Bylaw 3.10.5.1).
As to the second concern, the commission finds that the term “staff” 
is used in a wider sense in Bylaw section 3.11, as opposed to the 
narrower sense used in contradistinction to faculty in, for example, 
incompleteness of the prerequisite material does not give him the 
right to withdraw or void his concurrence and proceed to take up 
the now-precluded appeal for action.
Second: That, the concurrence feature of Bylaw 2.14.4.2 having 
been added as “a mechanism to help district and Synod presidents 
to speak ‘with one voice’ in potentially contested declinations to 
suspend” (Secretary Memo), its purpose would be frustrated if such 
concurrence, once granted, did not terminate the matter at hand. 
The concurrence mechanism brings a matter, so far as it extends, 
before the ultimate sitting authority responsible for the doctrinal 
and practical unity of the Synod, namely the President, and gives 
him a stated window in which to act (or not) upon such facts as are 
presented to him. This preserves the right of the accused to time -
ly process, while allowing the President either to “speak with one 
voice” together with a district president in dismissing a matter or—
should he have any doubts about concurring—the right at the time 
to preserve the ability of an accuser to appeal for action.
Third: That the onus of “the supervision regarding the doctrine and 
the administration” and the responsibilities to “conscientiously use 
all the means at [the President’s] command to promote and main -
tain unity of doctrine and practice in all the districts of the Synod” 
(Const. Art. XI B 1–3) rests here, as elsewhere, on the President. 
These are duties he is expected to perform in good faith, upon 
which good faith the Synod ultimately relies. His concurrence con-
cludes with finality the process initiated by the formal written accu-
sation presented to him. The President is the ultimate determiner of 
whether the requirements of Bylaw 2.14.4.2, upon which his con-
currence is contingent, have been carried out, and the time for him 
to make that determination—as regards the process for potential 
expulsion of the accused—is before he would grant concurrence in 
the disposition of that process. There is no mechanism provided in 
the Bylaws for independent or latter-day review of the sufficiency 
of materials provided to the President under Bylaw 2.14.4.2, much 
less, of the extent or quality of his review of those materials. The 
district president and President must be accountable for the conduct 
of their offices, but that is a matter outside the particular Bylaw 
section 2.14 process and with no impact on it.
Question 2:
 Does the 
complainant have the right to request and 
receive confirmation or evidence that the President 
of the Synod received and reviewed the full written 
charges and the record of the district president’s in-
vestigation, as required by Bylaw 2.14.4.2, prior to 
concurring under Bylaw 2.14.4.2 (a)?
Opinion:
 See above as to “and reviewed.” There is no standard or 
finder 
of fact for latter-day review of this aspect. As to “received,” 
neither the Bylaws of the Synod nor the relevant SOPM establish 
such a right. The concurrence of the President of the Synod under 
Bylaw 2.14.4.2 necessarily includes the implicit certification that, 
in the determination of the Synod’s ultimate ecclesiastical supervi-
sory officer, the procedure stated has been followed in good faith, 
including the provision of all required materials. The President 
could explore doubts in this regard as part of his ecclesiastical su-
pervision of the district presidents, but the complainant has no such 
independent right.
The Bylaws do not preclude an accuser from inquiring of the ac-
cused’s district president whether the entire formal written state -
ment of the matter was conveyed to the President, or of the Pres-
ident, whether such was received or how it was reviewed. At the 
same time, the Bylaws do not establish a right to a response.

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Bylaw 1.5.1.1. In that bylaw, when staff is defined as excluding fac-
ulty, it is under the proviso that the distinction is “for the purposes 
of this bylaw only.” As used in Bylaw 3.11.1, the term encompasses 
employees of any and all Synod entities, including both faculty and 
staff of the Synod’s seminaries and universities.
In the input received regarding the reconsideration, concern was 
expressed that the opinion could curtail the seminaries’ flexibility 
and agility to address emergent needs. Additionally, historical con-
text was provided to support the current practice of appointing part-
time and/or temporary faculty without Board of Regents approval 
specific to particular appointments. The commission, however, 
notes that the Bylaws still provide flexibility with regard to the ap-
pointment of part-time faculty—as noted in the original opinion’s 
interpretation of Bylaw 3.10.5.5 (g) (emphasis added):
The lack of a Bylaw-specified procedure for this type of facul-
ty [appointment] does not abrogate the board’s involvement. 
Bylaw 3.10.5.7.2 requires that for all types of appointments, 
including those treated under subparagraph (g), the seminary 
is to have “established policies and procedures, these to be 
put in place by the board of regents (Bylaw 3.10.5.5 [a]). With 
regard especially to these “other types of faculty appoint-
ments,” the board’ s level of involvement in such procedures 
is left to the board to determine, so long as they ultimately ap-
prove of such appointments (Bylaw 3.10.5.5 [g]). The board 
could choose to undertake such appointments directly, or it 
could choose to permit the president to undertake such ap-
pointments subject to ultimate approval or ratification by the 
board. The board could also choose to delegate this task to 
a committee in accordance with Bylaw 1.5.3.3. These exam-
ples are not intended to exhaust all legitimate possibilities; so 
long as the choices of the board do not conflict with another 
express provision of the bylaws, it is free to accomplish its 
task of “approving” as it sees fit.
Having not received input that leads the commission to a different 
conclusion about the meaning of relevant bylaws, after reconsider-
ation, the commission finds no basis for revision of Op. 24-3031. 
All are thanked for submitting input.
Commission on Constitutional Matters



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