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LCMS 2026 Convention Workbook: Reports and Overtures, PDF page 494

itself, an agency, meeting the requirements of Bylaw 
section 1.5. Corporate instrumentalities formed to further 
the Synod’s Objectives will remain agencies. For agencies 
other than those named in Bylaw 1.2.1 (a)(1) (the “Bylaw-
Mandated Agencies”, such as boards, commissions, 
councils, seminaries, universities, colleges, and districts), 
the BOD will have more flexibility to allow waiver or 
modification of Bylaw section 1.5 requirements due to legal 
or business needs.  
a. Governed Agencies (all agencies are presently in this 
category): Among many other requirements for 
agencies are strictures on board membership (Bylaws 
1.5.1.1–2) and board member removal (Bylaw 
1.5.7.1) which have the effect of ensuring relative 
independence of agency boards. In most cases, these 
requirements serve well—and in all but the following 
cases, they will continue to apply. 
b. Managed Agencies (a new category for agencies that 
do not require the level of independence specified for 
governed agencies): Corporate Synod has, especially 
internationally, subagencies that simply manage 
property and assets (generally related to international 
schools and international mission) under direction of 
corporate Synod. These do not need independent 
directors and would best be managed simply by a 
board consisting of designated employees or other 
designated directors, whom the designating board can 
replace at will. Present bylaws do not allow for this 
arrangement. The proposal allows for such 
“managed” agencies, where authorized by the BOD. 
2. Non-Agency Instrumental Entities (newly acknowledged / 
defined / specially regulated): 
a. Special-Purpose Entities: Bylaws at present (and 
1981 Res. 5-09) do not contemplate a corporate body 
manifesting a business partnership of a Synod agency 
with non-Synod partners. This is a new area but one 
of some importance: 
i. In the past triennium, this has caused issues for 
at least one seminary as it contemplated a 
property development proposal as part of its 
master plan.  
ii. LCEF and the Pacific Southwest District have 
also identified and are hoping in the coming 
triennium to pursue a number of property 
redevelopment projects involving external 
partnerships, in which “excess” property of 
Synod would be commercially developed while 
retaining a “ministry footprint.” These projects 
are viewed as unique opportunities to maintain 
a “ministry foothold” in an area where 
repurchase at some future date would be 
prohibitively expensive, or where the ministry 
opportunity is tied to the development 
contemplated. The district or other property 
contributor would become a member of a 
corporation or corporations holding an interest 
in the property under development. 
iii. A university has expressed an interest in 
developing a holding corporation to facilitate 
student-run businesses or other entrepreneurial 
or service ventures not directly part of the 
mission of the university. This sort of corporate 
structure would likely be a part of such a plan.  
b. Passive Investment Entities: A number of these 
entities, involving a Synod agency as passive investor 
and an operating or general partner who managed the 
investment, already exist, although the Bylaws and 
1981 Res. 5-09 do not provide for corporations (other 
than national inter-Lutheran entities, Bylaw 1.3.8) 
having as members Synod agencies and non-Synod 
entities. The creation of this category of 
acknowledged entities will allow these to be utilized 
and created under appropriate oversight by the BOD. 
It is important to understand that neither the passive 
investment entities nor the special-purpose entities are 
allowed to perform the functions of an agency (that is, 
fulfilling the objectives of the Synod) themselves. They are 
not doing ministry or calling church workers. The property 
they hold is not the property of the Synod (though some of 
it may once have been, and though Synod or its agency 
may hold an ownership interest in the entity). These are not 
an “alternative” to agencies for activities that should have 
the strict governance requirements of agencies. They are an 
acknowledgement and fitting regulation of activities that 
are helpful to the Synod but that do not fit properly within 
the agency model.  
The BOD proposes the following as a serviceable, unified but 
differentiated, model for dealing with the needs of corporate Synod 
and its agencies for additional corporations (and for the orderly and 
proper regulation of those that now exist). (The board notes 
compatible proposals by the Commission on Handbook, to revise 
the conflict -of-interest language and to revise committee 
requirements, both also to be found in Bylaw section 1.5; these 
changes do not conflict with that proposal, but to avoid excessive 
complexity, no attempt has been made here to account for potential 
numbering changes resulting from adoption of those proposals.) It 
fills many acknowledged gaps and allows both the assurances and 
the flexibility Synod needs today, and will need in years to come, 
to manage on behalf of its member congregations the large array of 
corporate entities necessary to fulfill, and to assist in fulfilling, its 
many objectives. 
Therefore be it 
Resolved, That Bylaw 1.2.1 be amended to adjust the definition 
of agency to distinguish from other instrumental entity types, to 
harmonize language with that of other sections, to account for the 
formation of Concordia Risk Solutions (the assets of which are 
reserved to meet claims of the insureds), and to clarify that the 
property of the Synod definition covers only the property of 
corporate Synod and Synod agencies, as follows: 
PRESENT/PROPOSED WORDING 
1.2 Definition of Terms 
1.2.1 The following definitions are for use in understanding the 
terms as used in the Bylaws of The Lutheran Church—Missouri 
Synod: 
(a) Agency: An instrumentality other than a congregation or  
corporate Synod  or a Special Purpose or Passive Investment 
Entity (Bylaw 1.5.1), whether or not separately incorporated, 
which the Synod in convention or its Board of Directors has 
caused or authorized to be formed to further the Synod’s 
Objectives (Constitution Art. III). 
(1) Agencies include each board, commission, council, 
seminary, university, college, district, Concordia Plan 
Services, and each synodwide corporate entity (the “Bylaw-
Mandated Agencies”). 
2026 Convention Workbook
459STRUCTURE AND ADMINISTRATION