Official Workbook PDF page source text

LCMS 2026 Convention Workbook: Reports and Overtures, PDF page 198

2026 Convention Workbook
163
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