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messaging channels) where members can raise questions, provide feedback, and review responses from others; and be it further

Resolved, That the Synod recommend best practices for asynchronous communication, such as establishing a minimum discussion period, setting clear guidelines for questions and responses, and designating a board member or facilitator to monitor and summarize key points, ensuring a balanced and comprehensive discussion; and be it finally

Resolved, That the Synod provide training and resources on best practices for conducting electronic votes and asynchronous discussions, helping boards and agencies to make decisions thoughtfully, transparently, and in alignment with governance principles.

Nebraska District

Ov. 9-46

To Amend Bylaw 3.6.1.8 (c) to Clarify That Two-Thirds Synod Member Approval Requirement for Synodwide Corporate Entity Governing Document Amendments Is Based on Members Actually Present at Meeting

WHEREAS, The board of trustees of the LCMS Foundation has reviewed the convention overture submitted by LCEF “To Amend

Bylaws 3.6.1.8 (c) and 3.6.4 (a) to Clarify that Two- Thirds

Approval Requirements for Synodwide Corporate Entity and Lutheran Church Extension Fund Governing Document Amendments are Based on Members Actually Present at Meeting”;

and

WHEREAS, The LCMS Foundation has determined that as a synodwide corporate entity, the Foundation is also challenged by the issues raised in the aforementioned o verture as contained in Synod Bylaw 3.6.1.8 (c) and wishes to express its support for the proposed change, so far as it applies to the LCMS Foundation ;

therefore be it

Resolved, That Bylaw 3.6.1.8 (c) be amended as follows:

PRESENT/PROPOSED WORDING

3.6 Synodwide Corporate Entities General Principles … 3.6.1.8 Each synodwide corporate entity shall provide in its governing instruments … (c) a provision that any amendments to a provision of its governing instruments which relate to its objects and purposes, the designating of its members, or the procedure for amending its governing instruments shall require a two-thirds affirmative vote of its members present at such meeting, if any, who are appointed by the Board of Directors of the Synod; and … Board of Trustees LCMS Foundation

Ov. 9-47

To Amend Bylaw 3.6.4.3 to Clarify That All Lutheran Church Extension Fund Voting Directors are Elected and To Add That No More Than Two Such Directors Can Be from the Same District Rationale

Bylaw 3.6.4.3 [2] refers to some of Lutheran Church Extension

Fund’s (LCEF) directors as being chosen by its members. However, the first sentence of the immediately following Bylaw 3.6.4.3.1 refers to the same directors as being elected. The proposed wording below would resolve this inconsistency by changing chosen to elected in Bylaw 3.6.4.3 [2].

The LCEF Bylaws in Section 1, Article II, contain a sentence that reads, “No more than two elected Directors can be from the same District of The Lutheran Church— Missouri Synod.” The Commission on Constitutional Matters (CCM), in Opinion 26 - 3076, dated March 5, 2026, has stated that the aforesaid limitation does not apply to the LCEF d irectors elected by the Synod in convention since the limitation does not appear in the Synod’s

Bylaws. The CCM also s uggested that, “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.” In order, therefore, to clarify that the requirement that no more than two elected LCEF directors can be from the same district also pertains to the LCEF voting directors elected by the Synod in convention, a sentence similar to that in the LCEF Bylaws is proposed to be added to Synod Bylaw 3.6.4.3. This would avoid the possibility that the LCEF directors elected by the Synod convention, when added to the directors elected by the LCEF membership, could exceed the limitation. Since LCEF amended its Bylaws in 2025 to remove geographical restrictions regarding the election of its directors, the proposed change would prevent overrepresentation on the LCEF Board of Directors by any one district.

Therefore be it

Resolved, That Bylaw 3.6.4.3 be amended as follows:

PRESENT/PROPOSED WORDING

3.6.4.3 The board of directors for the Lutheran Church Extension 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 members of the board of directors of the Lutheran Church Extension 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 chosenelected by the members.

3. The representative designated by the Board of Directors of the Synod shall also be a nonvoting member of the board.

No more than two elected directors shall be from the same district, provided that the current term of a director shall not be affected if the director moves from one district to another during the term.

Board of Directors Lutheran Church Extension Fund 2026 Convention Workbook

490 STRUCTURE AND ADMINISTRATION