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LCMS 2026 Convention Workbook: Reports and Overtures, PDF page 500

(e) Removal from office of an officer of the Synod, other than 
the Synod President, shall be effected by a vote in favor of the 
recommendation of removal by at least three- fourths of all 
current members (excluding the officer in question if a member 
of the board) of the Board of Directors of the Synod. 
(f) Removal pursuant to this Bylaw may be appealed by the 
officer who has been removed from office through the use of the 
Synod’s dispute resolution process as provided in Bylaw section 
1.10. 
C. Regulations for Special Purpose Entities 
1.5.3 A Special Purpose Entity (SPE), as defined in Bylaw 1.5.1 
[c] and further below, shall be subject to the following regulations. 
(a) An SPE is an Instrumental Entity other than an agency that is 
established, acquired, or entered into by corporate Synod and/or 
one or more agencies (hereafter, “Participant[s]”) to carry out 
business functions beyond the unaided capacity of its 
Participant(s) that support, but do not themselves enter into, the 
purposes outlined in Constitution Article III. An SPE does not 
call rostered church workers. 
(b) Except as specifically provided in these bylaws or its 
governing documents, the property of a Special Purpose Entity is 
not property of the Synod. This provision does not exclude 
Participant(s) or the Synod from retaining rights of reversion or 
reentry, including those based on use restriction, in the property 
of the entity. Nor does it exclude from the property of the Synod, 
as that term is defined in, and to the extent and for the purposes 
established in, these Bylaws, any equity or ownership interest that 
the Participant (s) may hold in the entity in a capacity other than 
those excluded in Bylaw 1.2.1 (r). 
(c) Participant(s) are responsible for the oversight and, to the 
extent specifically defined in SPE governing documents, 
supervision of the SPE. 
(1) Participant(s) shall regularly and promptly review the 
minutes and financial statements — unaudited and audited, as 
presented to SPE boards—of their SPE(s).  
(2) A Participant board shall facilitate access upon request by 
the Board of Directors of the Synod, as provided for in Bylaw 
3.3.4.10, to the records of any SPE participated in. 
1.5.3.1 Establishment of, acquisition of, or entry into a Special 
Purpose Entity is subject to applicable policies of, and requires that 
Participant(s) be authorized by, the Synod Board of Directors. The 
Board of Directors of the Synod may, at its discretion, approve a 
Special Purpose Entity for a specific purpose and for a limited 
duration. The approval shall be set forth in a resolution by request to 
the Board of Directors in open session. 
(a) A request to form, acquire, or enter into a Special Purpose 
Entity must be submitted to the Board of Directors of the Synod 
by the Participant(s) under Bylaw subsection 1.5.1, above.  In 
addition to the requirements set forth in Bylaw 1.5.1 above and 
policies adopted by the Board, the request shall include, at a 
minimum: 
1. A description of the purpose of the entity and its 
intended support for the Participant(s)’ assigned Article 
III mission and ministry responsibilities. 
2. A complete draft of entity governing documents, which 
shall (except as a waiver is requested of the Synod 
Board of Directors): 
• provide for oversight of entity activities by the 
Participant(s); 
• indemnify and limit liability for the Synod and 
Participant(s) for the activities of the entity; 
• require approval of amendments to reserved rights of 
Participant(s), of Synod, or of Synod members in 
entity governing documents by the Participant(s) and 
the Synod Board of Directors; and 
• state the proposed duration of any specific purpose 
or project of the entity. 
3. A risk management plan, including evidence of 
insurance. 
4. Information demonstrating the financial stability of the 
entity. 
5. Identification and characterization of any property of 
the Synod to be transferred or provided on an initial or 
ongoing basis to the entity. 
6. Assurance by the Participant(s) that they will exercise 
proper oversight of the entity, including receiving and 
review annual independent audited or compiled 
financial statements for the entity. 
7. Assurance by the Participant(s) that the entity will not 
engage in activities contrary to the doctrine and practice 
of the Synod or permit property of the entity to be used 
for such purposes. 
8. If applicable, the proposed duration of the Special 
Purpose Entity and criteria for project completion or 
termination. 
(b) The Board of Directors may authorize Special Purpose 
Entities of the following types: 
(1) Real estate development, redevelopment, or holding, 
provided that the project both includes features that physically 
accommodate ministry purposes and involves, at least as a 
consultant, the Lutheran Church Extension Fund.  
(2) Other categories specifically identified in the published 
policies of the Board of Directors. 
1.5.3.2 Participant(s) shall immediately report to the Board of 
Directors of the Synod (“Board”) the establishment of, acquisition 
of, or entry into any Special Purpose Entity (all of which must be 
approved in advance by the Board), and shall report biannually to  
the Board, in a form it shall specify, on their continued participation 
in, and the activities and performance of, Special Purpose Entities. 
D. Regulations for Passive Investment Entities 
1.5.4 A Passive Investment Entity (PIE), as defined in Bylaw 
1.5.1 [d]  and further below , shall be subject to the following 
regulations. 
(a) A PIE is an Instrumental Entity other than an agency that is 
established, acquired, or entered into (as more than a diminutive 
shareholder, which threshold may be further defined by the Board 
of Directors in its policies) by corporate Synod and/or one or 
more agencies (hereafter, “Participant(s)”), not to operate or 
manage an active business or ministry, and not to solicit 
donations or raise funds for the Participant, but solely to provide 
Participant(s) a means of passive investment. It may have an 
operating general partner or member, other than Participant(s), 
providing investment management day-to-day. 
(b) Included as a PIE is an entity in which the LCMS Foundation, 
or an agency of the Synod with the guidance of the LCMS 
Foundation, receives an interest (as more than a diminutive 
shareholder) by gift, bequest, or devise. Such interest is not to be 
held beyond a period of time fixed by the Board of Directors of 
the Synod in its policies. 
(c) Except as specifically provided for in these bylaws or its 
governing documents, the property of a PIE is not property of the 
Synod. This provision does not exclude Participant(s) or the 
Synod from retaining, where applicable, rights of reversion or 
reentry, including those based on use restriction, in the property 
of the entity. Nor does it exclude from the property of the Synod, 
as that term is defined in, and to the extent and for the purposes 
established in, these Bylaws, any equity or ownership interest the 
2026 Convention Workbook
465STRUCTURE AND ADMINISTRATION