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LCMS 2026 Convention Workbook: Reports and Overtures, PDF page 222

2026 Convention Workbook
187
OFFICER, BOARD, AND COMMISSION REPORTS
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.