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LCMS 2026 Convention Workbook: Reports and Overtures, PDF page 496

1.5.1.2.1 Participant(s) establishing, acquiring, or entering into a 
Passive Investment Entity must report such event to the Board of 
Directors as required in Bylaw 1.5.4.1. 
1.5.1.3 The Board of Directors will maintain a register of all 
agencies and other Instrumental Entities of the Synod, including 
their categorization and any granted modifications or waivers, and 
provide it to any member congregation upon request. 
1.5.1.4 The regulations of Bylaw section 1.5 supersede all prior 
resolutions governing the formation or utilization of corporations by 
corporate Synod and agencies of Synod.  
1.5.1.5 The requirements of this section shall apply to all 
preexisting Instrumental Entities.  
(a) Participant(s) must submit to the Board of Directors of the 
Synod for categorization and approval any existing Instrumental 
Entity that has not (i) been approved by the convention or Board 
of Directors of the Synod and Commission on Constitutional 
Matters or that (ii) does not meet these requirements (potentially 
with modifications or waivers already granted). Thereafter, both 
the entity’s governing documents and its categorization must be 
submitted to and approved by the Commission on Constitutional 
Matters in accordance with these Bylaws. 
(b) Participant(s) in any preexisting Instrumental Entity 
requiring authorization, re-classification, or governing document 
review and approval shall have until a date four weeks prior to 
the report submission deadline for the 70th regular Synod 
convention to complete the above. Any not having completed the 
above by that date shall be reported by the Board of Directors to 
the convention with a recommendation for action. 
(c) This bylaw is not to be construed to require categorization or 
approval of preexisting Passive Investment Entities, which are 
excluded from the approval process by Bylaw 1.5.1.2. These are, 
however, to be reported as required by Bylaw 1.5.4.1. 
B. Regulations for Corporate Synod and Agencies of the Synod 
1.5.2 The regulations of this subsection apply to corporate Synod 
and to agencies of the Synod.  
1.5.2.1 Each Synod agency, along with every individual involved 
in its governance and management, is accountable to the Synod for 
operating within the specific responsibilities assigned to them or for 
which they have been  otherwise authorized by the Synod, and for 
advancing the Synod’s objectives. 
1.5.2.2 Except for the Bylaw-mandated Agencies or as otherwise 
prohibited herein, the Board of Directors, as legal representative and 
custodian of the property of the Synod, may waive or modify the 
provisions of this subsection for individual agencies or classes of 
agencies. To do so, the Board must: 
(a) obtain advice of legal counsel and the Commission on 
Constitutional Matters regarding the consequences of the 
provision and any proposed waiver or modification; and 
(b) decide, in its sole discretion, that creating or using the agency 
is important to furthering the Synod’s constitutional objectives; 
and 
(c) decide, in its sole discretion, that the Synod’s purposes and 
interests would be frustrated or unacceptably impaired apart from 
granting of the waiver or modification; and 
(d) approve the waiver or modification by a two -thirds vote, 
record the decision in open minutes, and file it with the 
Commission on Constitutional Matters. 
Board and Commission Membership 
1.5.2.3 The board membership of corporate Synod and Synod 
agencies, and commission membership, shall be regulated as 
follows: 
1.5.12.3.1 Board and commission members of all agencies shall be 
members of member congregations of the Synod.  The Board of 
Directors cannot waive this requirement, but may, in only the 
following cases, modify it to the extent indicated: 
(a) for foreign mission agencies established at the request of the 
Board for International Mission and for foreign subagencies of 
agencies of the Synod, the Board of Directors may, to the extent 
legally required, permit a minority of the board members to be, 
instead of members of member congregations of the Synod, 
members of congregations or missions in altar and pulpit 
fellowship with the Synod. 
1.5.1.12.3.2 Unless otherwise specified or permitted by the Bylaws, 
chief executives and executive directors, faculty, staff, and all other 
employees on either the national or district level shall not be 
members of the board of the agency under which they serve, nor 
shall any such executives or staff be members of the board of any 
other agency of the Synod. For purposes of this bylaw only, staff 
shall mean: 
(a) Employees, other than faculty, rostered as ministers of 
religion—ordained or ministers of religion— commissioned, 
whether or not serving in such capacity; or 
(b) Employees of corporate Synod or an agency of Synod, other 
than faculty, who are responsible for the development and/or 
implementation of policies, goals, and programs; or 
(c) Employees of corporate Synod or an agency of the Synod 
who assist chief executives, executive directors and faculty in 
their work and are supervised by these individuals directly or 
through a line of supervision. 
1.5.1.22.3.3 No one, either in the Synod or a district, or between the 
Synod and a district, shall hold more than one elective office; or hold 
more than two offices, although one or both be appointive; or ever 
hold two offices of which one is directly responsible for the work 
done by the other. 
(a) For purposes of this bylaw, office  includes service as an 
officer or board or commission member with corporate Synod or 
any agency of the Synod (Bylaw 1.2.1 [a]) other than a Managed 
Subagency as described in Bylaw 1.5.1 (b). 
(ab) An office shall be regarded as elective only if it is an office 
filled through election by a national or a district convention, even 
though a vacancy in such an office may be filled by appointment. 
(bc) 
Doubtful cases shall be decided by the President of the 
Synod. 
Governing Documents 
1.5.3.62.4 Notwithstanding anything in the Bylaws to the contrary, 
the Articles of Incorporation or other governing documents of each 
agency shall, in the most fundamental document possible, provide:  
(a) That all provisions of its Articles of Incorporation and 
Bylaws, as well as its governance and operation,  are subject to 
the provisions of the Constitution, the Bylaws, and the resolutions 
of the Synod in convention , as may hereafter be adopted or 
amended from time to time, and that in the event of any conflict 
or inconsistency between the agency’s governing documents and 
those of the Synod, the Constitution, Bylaws, and resolutions of 
the Synod shall govern; and 
(b) That in the event of dissolution other than by direction from 
the Synod in convention, the assets of such agency, subject to its 
liabilities, shall be transferred, consistent with applicable state 
and federal laws, as follows: 
(1) In the case of a synodwide corporate entity, district, 
university, college, or seminary, to The Lutheran Church—
Missouri Synod as may be more specifically described 
elsewhere in these Bylaws; 
(2) In the case of a corporation formed by an agency (as 
defined in these Bylaws), to the agency that formed the 
dissolving corporation, or if such forming agency is not then 
in existence, to The Lutheran Church—Missouri Synod itself.  
2026 Convention Workbook
461STRUCTURE AND ADMINISTRATION