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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 Directors. 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 legislative assembly” of the Synod, which alone “ultimately legislates

policy, program, and financial direction” for the work of the Synod. It “reserves to itself the right to give direction to all officers and agencies of the Synod.” Unless explicitly indicated in the Bylaws, 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 given direction by the Synod via its Constitution, Bylaws, and resolutions, 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 authority 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 every 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 removal. 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 governing 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 individual 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, president of CUS, and Mr. Matthew Buesching (LCMS Counsel).

Before specifically addressing the questions submitted, the commission 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 corporate 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 responsible 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 convention 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 responsibility 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 communicating 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