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2026 Convention Workbook 176

OFFICER, BOARD, AND COMMISSION REPORTS

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 governing 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) introduced 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 allows 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 reflects the identification of a long-standing but apparent conflict 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 Bylaw 3.6.4.3, however, does not read “consecutive” or “successive,” but limits directors of LCEF to four terms total.

Article II, Section 4: It would be appropriate to include the requirement 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. Bylaw 3.6.1.7 [a]) “for it to review and approve that.” Synod Bylaw 1.5.2 requires implementation of the Synod’s conflict of interest policy. While explicit mention in these govrequiring 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 Synod—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 Bylaw 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 ecclesiastical 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 preparation 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 Extension Fund (LCEF) Articles of Incorporation (Op. 23-3015, minutes 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 voting 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 bylaw 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 resolutions.” (Bylaw 3.6.1.8 [b])

ARTICLE EIGHTH: members-at-large are limited to three successive 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