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2026 Convention Workbook 178

OFFICER, BOARD, AND COMMISSION REPORTS

be a new activity for the Synod, although convention material2 and board minutes3 show that this is not the Synod’s first look at assisting 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] assume 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 officers 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 constructively identified as within the Synod’s explicitly stated objectives. 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 convention 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 services not explicit in Const. Art. III. Objectives included there are “(b) To assist in the establishment of Evangelical Lutheran congregations and preaching stations”; “(c) To assist, advise, and protect member congregations …”; “(f) To provide assistance and resources 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 definition of Synod’s purposes, a completely rigid, isolated, surface reading 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 standard could be established for decades to come. This would be helpful to the Synod and her agencies, and their continued, well-governed 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-byline 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 proposal, 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 congregations and schools. The captive could offer property, liability, automobile, 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 congregations 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 until 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 described, within the constitutional purposes of the Synod and, therefore, an activity for which an agency (Bylaw 1.2.1 [a]) may be formed in a manner consistent with the Constitution, Bylaws, and resolutions of the Synod? (It is understood that formation 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) property casualty insurance for member congregations, schools, and perhaps recognized service organizations through a captive would