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LCMS 2026 Convention Workbook: Reports and Overtures, PDF page 223

2026 Convention Workbook
188 
OFFICER, BOARD, AND COMMISSION REPORTS
ative for those directors only; the constitution and bylaws provide 
no basis to render it inoperative for the appointed directors. This 
determination controls and supersedes.
The commission observes that corporate law will have to be con-
sulted regarding the impact of this effective change in the bylaws 
of LCEF on the service of midterm directors whose district mem -
bership and that of those elected by the Synod in convention might 
conflict with the rule.
The commission further observes that a slight change in the word-
ing of LCEF’s bylaw—if the desire is to accommodate the con-
vention’s current freedom while preventing conflict with current 
terms of existing directors—might be helpful: “No directors can be 
elected by the membership from any district already providing at 
least two elected directors.” 
Completeness of Record in Bylaw 2.14.4.2 (a) 
Concurrence (25-3070)
Minutes of February 6–7, 2026
A pastor of the Synod requested the commission’s opinion on the 
following three questions, occasioned by the determination of a 
district president not to suspend on the basis of a formal written 
accusation, filed under Bylaw section 2.14, in a matter of doctrine 
and practice. The President of the Synod had concurred in the de-
termination of the district president not to suspend, as provided for 
in Bylaw 2.14.4.2 (a). 
In accordance with Bylaw 3.9.2.2 (b), input was requested from the 
President of the Synod and the district presidents of the accuser and 
the accused. In accordance with the principles of the Standard Op-
erating Procedures Manual (SOPM) for said bylaw section, and out 
of an abundance of caution for the possibility of resuming formal 
process, background material provided was restated for the com-
mission in a case-nonspecific manner.
Question 1:
 Does the 
concurrence of the President of the Syn-
od under Bylaw 2.14.4.2 (a) eliminate the accuser’s 
right to appeal for action if the President did not re-
ceive or did not review the full written charges and 
the record of the district president’s investigation, as 
required by Bylaw 2.14.4.2?
Opinion:
 Bylaw 2.14.4.2 
sets forth a procedure by which a district 
president can, in a matter of doctrine and practice and where there 
is a formal written accusation, obtain the advance concurrence of 
the President of the Synod in his decision not to suspend an accused 
member, so as to preclude a subsequent appeal (to the President of 
the Synod) for action by the accuser (Bylaws 2.14.4.2 [a], 2.14.5 
[a]). Where the responsible district president has determined not 
to suspend, the district president has determined either that cause 
does not exist or that admonition has proven not futile , rendering 
suspension inappropriate (Constitution Article XIII 1). The mech -
anism of Bylaw 2.14.4.2 allows him—when he has reached such a 
preliminary determination—to request the President’s concurrence, 
potentially rendering it final and not subject to appeal as to the pres-
ent allegations and facts and finally concluding the process initiated 
by the submission of the formal written accusation. The mechanism 
was developed “to help district and Synod presidents to speak ‘with 
one voice’ in potentially contested declinations to suspend” (April 
7, 2017, Memorandum of the Secretary to the Board of Directors, 
describing bylaw changes presented for approval as a result of the 
2016 Res. 12-14 Council of Presidents consultation process). 
tities to have board members elected by the Synod in convention) 
provide as follows (emphases added):
3.6.1.3 Each synodwide corporate entity shall have a governing 
board.
(a) A minimum 
of one-third of the voting members of every 
governing board shall be elected by the Synod in conven-
tion as described in these Bylaws.
(b)
 The names 
of the individual members of each of these 
governing boards shall be reported annually in an official 
periodical of the Synod.
Further, Synod’s bylaw regarding LCEF’s board of directors (ad-
justed, along with those of other entities, in 1998 to include the 
convention-elected directors) states:
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.
The commission finds that Bylaw 3.6.1.3 (a)—which states that 
election is “as described in these Bylaws”—requires that all limit-
ing factors regarding the election of members to a synodwide cor -
porate entity governing board by the Synod convention must be 
stated in the Bylaws of the Synod. Bylaw 3.6.4.3 makes reference 
to the bylaws of LCEF only with regard to the total number of di-
rectors on the board and not to any further requirements placed on 
the election of directors by the convention.
The commission therefore finds, consistent with the general line 
of reasoning of Op. 16-2800A (quoted above), that for the require-
ment (namely, that no more than two directors be elected from any 
one district) to be binding on the Synod in convention, it must be 
recorded in the Bylaws of the Synod—which it is not. If the con-
vention’s choices are to be limited, it must have adopted that lim -
itation.
The convention can be asked to add the language to the Synod 
Bylaws, perhaps to Bylaw 3.6.4.3, and if it does so, the provision 
would be operative from the time of adoption.
Question 2:
 If the 
requirement is not binding on the Synod con-
vention and the convention elects directors such that 
more than the allowed number, in total, are from a 
given district, what is to become of any appointed 
(that is, elected by the LCEF membership, not by 
the Synod convention) member(s) from such a dis-
trict?
Opinion 2:
 The commission 
finds that LCEF Bylaw II 1, 
that “no more than two elected Directors can be from the same dis-
trict of The Lutheran Church—Missouri Synod,” is—to the extent 
that it limits the choice of the Synod in convention as to directors it 
elects—in conflict with Synod Bylaw 3.6.1.3 and therefore inoper-