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LCMS 2026 Convention Workbook: Reports and Overtures, PDF page 495

(2) The term “agency of the Synod” does not describe or 
imply the existence of principal and agency arrangements as 
defined under civil law. 
(3) Member congregations of the Synod, which are self -
governing, are not agencies of the Synod (Const. Art. VII). 
… 
(e) Concordia Plans : The Concordia Plans, while operating 
under the supervision of the Synod Board of Directors, are trust 
agencies entities whose assets are not the property of corporate 
Synod.  
… 
(r) Property of the Synod : All assets, real or personal, tangible 
or intangible, whether situated in the United States or elsewhere, 
titled or held in the name of corporate Synod, its nominee, or an 
agency of the Synod. “Property of the Synod” does not include 
any assets held by member congregations, the Lutheran Church 
Extension Fund—Missouri Synod, or by an agency of the Synod 
in a fiduciary capacity or as an insurer (including, for purposes of 
example, the funds managed for the Concordia Plans by 
Concordia Plan Services , the funds  held by Concordia Risk 
Solutions, and certain funds held by The Lutheran Church—
Missouri Synod Foundation , and funds held on behalf of an 
investor or beneficiary).  
The assets of a Special Purpose or Investment Entity (see Bylaw 
1.5.1) are not property of the Synod as herein defined. An equity 
or ownership interest in such an entity that is held by corporate 
Synod or an agency of the Synod except in a capacity excluded 
above, however, is property of the Synod  as that term is defined 
in, and to the extent and for the purposes established in, these 
Bylaws. 
and be it further 
Resolved, That By law section 1.5 be amended, to distinguish 
different types of instrumental entities, to allow for creation of 
investment and special purpose entities as described, to integrate 
and update requirements for corporate documents and governance 
of instrumental ent ities, and to allow the Board of Directors to 
permit certain waivers and modifications, as follows: 
PRESENT/PROPOSED WORDING 
1.5 Regulations for Corporate Synod and, Agencies of the 
Synod, and Other Instrumental Entities  
A. GeneralEntity Types, Formation, and Regulation 
1.5.1 This section provides regulations for the governance of 
corporate Synod and for the formation and governance of agencies 
of the Synod (whether or not incorporated) and other types of 
Instrumental Entities. 
1.5.1.1 An Instrumental Entity is any corporation, limited liability 
company, partnership, association, or any other form of entity 
established, acquired, or entered into by corporate Synod and/or an 
agency or agencies of the Synod (“Participants”).  Trusts are not 
Instrumental Entities. 
Corporate Synod and agencies of the Synod may form and use 
Instrumental Entities of the following types, each subject to 
regulation as indicated: 
(a)  A Bylaw-mandated Agency, one of the agencies included by 
name or class in Bylaw 1.2.1 (a)(1), is subject to regulations in 
subsection B without the possibility of modification or waiver by 
the Synod Board of Directors. 
(b) Agencies other than those mandated by the Bylaws may be 
of two types:  
(1) A Governed Subagency has board members that are 
independent (with respect to Bylaws 1.5.2.3.2 –3) of its 
Participant(s) and of other agencies of the Synod. A Governed 
Agency is, except as it is granted a modification or waiver by 
the Synod Board of Directors, subject to regulations in 
subsection B. 
(2) A Managed Subagency is an agency specifically 
designated as such by the Board of Directors of the Synod. A 
Managed Subagency has board members that need not be 
independent of its Participant(s) and other agencies of the 
Synod. A Managed Subagency is, except as it is granted a 
modification or waiver by the Synod Board of Directors, 
subject to regulations in subsection B with the following 
modifications:  
• The board of a Managed Subagency may include 
(ctr. Bylaw 1.5.2.3.2) board members and/or 
employees from its Participant(s). These individuals 
may serve on the Managed Subagency’s board either 
by virtue of their position (serving ex officio)  or as 
designated by the board(s) of the Participant(s), 
whether directly or through delegated authority. 
• Individuals serving on the Managed Subagency’s 
board in this capacity are not subject to the usual 
limitations on holding multiple offices, as described 
in Bylaw 1.5.2.3.3. 
• Any such board member may (ctr. Bylaw 1.5.2.10) 
be removed from office at any time with or without 
cause, solely at the discretion of the designating 
board. This removal authority may be exercised 
directly by the designating board or by delegation of 
its authority. 
(c) A Special Purpose Entity (SPE) i s an Instrumental Entity 
established, acquired, or entered into by corporate Synod and/or 
its agencies to carry out business functions that support, but do 
not themselves engage in, the activities outlined in Constitution 
Article III. An SPE may be formed only for one of the specific 
purposes permitted under subsection C. An SPE is not an agency 
of the Synod and is subject to the requirements of subsection C 
only. 
(d) A  Passive Investment Entity (PIE) is an Instrumental Entity 
established, acquired, or entered into by corporate Synod and/or 
its agencies strictly as passive investors and not to operate an 
active business or ministry. A PIE is not an agency of the Synod 
and is subject to the requirements of subsection D only. 
1.5.1.2 Before Corporate Synod and/or any agencies of the Synod 
seek to establish, acquire, or enter into any Instrumental Entity other 
than a Passive Investment Entity, they must first obtain approval 
from the Synod’s Board of Directors. 
(a) The Synod’s Board of Directors will decide if, and in which 
of the above Bylaw 1.5.1.1 categories, an Instrumental Entity 
may be established, acquired, or entered into. The Board shall 
develop policies and procedures for applications for such 
authorization. 
(b)  Each application shall include, at a minimum, the following: 
• proposed Articles of Incorporation and Bylaws (or 
other governing documents) of the entity; 
• the date when such entity is proposed to begin to 
function; 
• an explanation of how the entity will aid in carrying 
out the responsibilities of the Participant(s); and 
• draft language for the bylaws of the Participant(s) 
requiring the minutes and financial records of any 
subordinate agency or entity to be monitored 
regularly by the board(s) of the Participant(s). 
(c) The board’s approval of an application to form and/or the 
Board’s classification of an Instrumental Entity must be 
documented in open meeting minutes. 
2026 Convention Workbook
460 STRUCTURE AND ADMINISTRATION