Ad Crucem NewsLCMS 2026 ConventionBylaws · Chapter 3

National Organization And Responsibilities

Bylaw 3.1

National Conventions

3.1.1The national convention of the Synod shall afford an opportunity for worship, nurture, inspiration, fellowship, and the communication of vital information. It is the principal legislative assembly, which amends the Constitution and Bylaws, considers and takes action on reports and overtures, and handles appropriate appeals. It establishes general positions and policies of the Synod, provides overall program direction and priorities, and evaluates all such positions, programs, policies, directions, and priorities in order to provide responsible service for and on behalf of its members. Only a national convention of the Synod shall authorize affiliation or association and the discontinuance of such affiliation or association of the Synod with other church bodies, synods, or federations.

Voting Delegates

3.1.2Electoral circuits shall meet as required by the Bylaws of the Synod to elect circuit voting delegates to the Synod’s national conventions.

  1. An electoral circuit shall consist either of one or two adjacent visitation circuits, as shall be determined by the district board of directors on the basis of the following requirements: each pair of delegates shall represent from 7 to 20 member congregations, involving an aggregate confirmed membership ranging from 1,500 to 10,000.
  2. Exceptions to these requirements may be made only by the President of the Synod upon request of a district board of directors.
  3. Voting delegates shall consist of one pastor and one layperson from each electoral circuit. These pastoral and lay delegates and their alternates shall be elected according to the regulations of the Synod ().
  4. The lay delegate shall serve throughout the triennium following the convention as an advisory member of the circuit forum.

3.1.2.1Elections of voting delegates shall take place in accordance with established policy and procedure. (a) Each electoral circuit shall meet at the call of the circuit visitor(s) to elect its delegates not later than nine months prior to the opening day of the convention. When in-person meetings are burdensome (e.g., geographically large circuits), a circuit may select another manner of meeting (e.g., e-meeting technologies) that is suitable and made available to all participants, taking into consideration the need to provide for an open and fair exchange of ideas and secure, private, and confidential voting. (b) Each electoral circuit may adopt procedures and methods that will insure*ensure efficiency and accuracy, including the use of mechanical, electronic, or other methods of casting, recording, or tabulating votes. (c) The privilege of voting shall be exercised by one pastor and one layperson from each member congregation or multi-congregation parish of the circuit, both of whom shall have been elected in the manner prescribed by the congregation or parish. Congregations of a multi-congregation parish not contributing a lay voter may send an advisory lay representative, with voice but no vote. A pastor serving a congregation in an assisting capacity () is not eligible to cast that congregation’s pastoral vote. (d) Should a multi-congregation parish involve congregations having membership in different electoral circuits, each lay representative, voting and advisory, shall attend the forum of that circuit of which the * Commission on Handbook: November 14, 2023. representative’s congregation is a member. The pastoral delegate shall attend the forum of the circuit, within which he serves a congregation and within the district in which he holds membership, to which he is assigned by his district president. His eligibility for election as circuit delegate shall be within that circuit only. No multi-congregation parish is entitled to more than one pastoral and one lay voting representative because of its inclusion of congregations from different electoral circuits.* † (d) Each pastor who is called and installed to a congregation of the circuit in a non-assisting capacity and not a specific ministry pastor shall be eligible for election. (1) Each voter may write in the names of two such pastors on the initial ballot. The three pastors (or more, in case of a tie vote) who receive the highest number of votes in this preliminary ballot shall be placed on the next ballot. (2) Each voter shall now vote for only one candidate. Balloting shall continue with the lowest candidate being removed from each succeeding ballot until one pastor shall have received a simple majority of all votes cast, whereupon he shall be declared the pastoral delegate. (3) The congregation or congregations served (in other than an assisting capacity) by the elected pastoral delegate shall be removed from consideration for supplying any other voting delegate or alternate for that particular convention. (e) Prior to the meeting of the electoral circuit, each congregation may nominate one layperson (i.e., not a commissioned or ordained minister), either from its congregation or from the circuit. These names must be submitted to the circuit visitor prior to the day of the circuit meeting and shall constitute the slate of candidates. All congregational nominees, except those who have been eliminated through the election of the pastoral delegate, shall be eligible for election. (1) Each voter may write in the name of two of the remaining lay nominees on the initial ballot. The three laypersons (or more, in case of a tie vote) who received the highest number of votes in this preliminary ballot shall be placed on the next ballot. (2) Each voter shall now vote for only one candidate. Balloting shall continue with the lowest candidate being removed from each succeeding ballot until one layperson shall have received a simple majority of all votes cast, whereupon he/she shall be declared the lay delegate. (3) The congregation from which the lay delegate has been elected shall then be removed from consideration for supplying any alternates to that particular convention. (f) All other pastors who received votes in the initial write-in ballot, except those who were eliminated through the election of the lay delegate, shall be eligible for election as the alternate. * Commission on Handbook: October 30, 2023. † 2023 Convention: Res. 9-01 [C], Proc. 197. (1) Each voter shall now vote for only one candidate. (2) Balloting shall continue with the lowest candidate being removed from each succeeding ballot until one pastor shall have received a simple majority of all votes cast, whereupon he shall be declared the alternate pastoral delegate. (3) The congregation or congregations served by him shall be removed from consideration for supplying the remaining lay alternate. (g) All lay nominees except those who have been disqualified through the procedures listed above shall be eligible for election as the alternate lay delegate. The election of the alternate shall follow the same procedure as in paragraph (f) above. (he) All four persons elected shall come from four different member congregations or multi-congregation parishes of the circuit. (No lay delegate or alternate shall come from a congregation served by the pastoral delegate or alternate.) (f) The electoral circuit shall determine whether the elections start with the lay or pastoral voting delegate. The two delegates shall be elected first, then the two alternates, alternating in the determined order between pastoral and lay elections.* (g) For the election of the lay voting delegate: Prior to the meeting of the electoral circuit, each congregation may nominate one layperson (i.e., not a commissioned or ordained minister), either from its congregation or from the circuit. These names must be submitted to the circuit visitor prior to the day of the circuit meeting. Nominees not disqualified by other delegate elections shall constitute the slate of candidates. (1) Each voter shall vote for only one candidate. Candidates receiving zero votes and the candidate receiving the least number of votes shall be removed from each succeeding ballot until one layperson shall have received a simple majority of all votes cast, whereupon he/she shall be declared the lay delegate. (2) The congregation or multi-congregation parish from which the lay delegate has been elected shall then be removed from consideration for supplying candidates for the other delegate and alternate elections for that particular convention. (h) For the election of the pastoral voting delegate: Except those who have been disqualified by other delegate elections, each pastor who is called and installed to a congregation of the circuit in a non-assisting capacity and not a specific ministry pastor shall be eligible for election and their names shall constitute the ballot. (1) Each voter shall vote for only one candidate. Candidates receiving zero votes and the candidate receiving the least number of votes shall be removed from each succeeding ballot until one pastor shall have received a simple majority of all votes cast, whereupon he shall be declared the pastoral delegate. * Commission on Handbook: November 14, 2023. (2) The congregation or congregations served (in other than an assisting capacity) by the elected pastoral delegate shall be removed from consideration for supplying candidates for the other delegate and alternate elections for that particular convention. (i) For the election of the alternate lay delegate: All lay nominees except those who have been disqualified by other delegate and alternate elections shall be eligible for election as the alternate lay delegate. (1) Each voter shall vote for only one candidate. Candidates receiving zero votes and the candidate receiving the least number of votes shall be removed from each succeeding ballot until one candidate shall have received a simple majority of all votes cast, whereupon he/she shall be declared the alternate lay delegate. (2) The congregation or multi-congregation parish from which the alternate lay delegate has been elected shall then be removed from consideration for supplying candidates for the other alternate election for that particular convention.* (j) For the election of the alternate pastoral delegate: All other eligible pastors, except those who have been disqualified by other delegate and alternate elections, shall be eligible for election as the alternate. (1) Each voter shall vote for only one candidate. Candidates receiving zero votes and the candidate receiving the least number of votes shall be removed from each succeeding ballot until one pastor shall have received a simple majority of all votes cast whereupon he shall be declared the alternate pastoral delegate. (2) The congregation or multi-congregation parish from which the alternate pastoral delegate has been elected shall then be removed from consideration for supplying candidates for the other alternate election for that particular convention. (ik) The visitor(s) shall report the results of the election to the secretary of the district in writing immediately after said election. (l) If the circuit fails to elect a delegate or alternate, the circuit is permitted to meet again prior to the deadline ( [a]) to elect the delegate or alternate in accordance with this election procedure. (jm) If after the election deadline neither the delegate nor the alternate (pastoral or lay) can serve, the district president, in consultation with the respective circuit visitor(s), shall appoint a delegate to fill the vacancy shall be filled by the district president in consultation with the respective circuit visitor(s).†

3.1.2.2Voting delegates shall serve a three-year term beginning with the convention, shall function as advisory members of the circuit forum, shall serve as resource persons in the circuit, and shall assist in the dissemination and implementation of resolutions of the Synod in the circuit.

  1. Delegates are responsible to the circuits they represent and shall attempt to discover the sentiment of the members thereof. * Commission on Handbook: November 14, 2023. † 2023 Convention: Res. 9-05A, Proc. 204–6.
  2. Congregations shall not require their delegates to vote in accordance with specific instructions, but every delegate shall be permitted to vote according to his or her own conviction.
  3. Delegates are expected to be faithful in attendance at all sessions of the convention. All duly elected voting delegates shall attend all sessions regularly until the close of the convention. Delegates who arrive late or leave early or who do not attend at all shall present a written excuse.
  4. Delegates shall report the actions of the Synod to their circuits after each convention, preferably appearing before each of the congregations they represent. Nonvoting Advisory Delegates*

3.1.3The advisory delegates of a district convention shall consist, unless they present a valid excuse, of all individual members of the Synod within the district, except those pastors representing member congregations as voting delegates. In a convention of the Synod, all commissioned ministers and those ordained ministers not eligible for election as a voting delegate under and who are not eligible to represent other entities or offices in the Synod as advisory representatives in any category under shall be represented as follows:

3.1.3.1Each Within each district shall select one advisory delegate shall be selected for every 60 advisorysuch ordained ministers and specific ministry pastors, and one advisory delegate shall be selected for every 60 such commissioned ministers on the roster of the Synod. Fractional groupings shall be disregarded except that each district shall be entitled to at least one advisory delegate in each category.

  1. Selection of district advisory delegates to conventions of the Synod shall be made by the respective groups meeting at the call of the district secretary, either during the district convention or, at official district conferences of ordained and/or commissioned ministers, or via electronic means according to Board of Directors policy (). The district secretary may assist the groups by facilitating the elections.
  2. Such selections must be completed at least nine months prior to the opening day of the convention.
  3. Individuals Ordained ministers who are eligible for election as a voting delegate under
  4. (that is, all parish pastors except specific ministry pastors and those serving only in an assisting capacity) and all individuals who are eligible for selection in any category under shall not be counted in determining the number of advisory delegates from each district, shall not be eligible to be selected as delegates from the groups defined in this bylaw, and shall not participate in the election process.

3.1.3.2All district voting and nonvoting advisory delegates and representatives and their alternates shall be certified before attending a convention of the Synod.

  1. The names and addresses of all voting and nonvoting advisory delegates and representatives and their alternates shall be forwarded * 2023 Convention: Res. 9-02 [B], Proc. 198. by the district secretary before the announced registration deadline to the Secretary of the Synod on registration forms provided by the latter.
  2. This procedure shall constitute certification.

Other Advisory Representatives

3.1.4Officers of the Synod, district presidents, and representatives of the Synod’s boards, commissions, educational institutions, mission areas, chaplains and district boards of directors shall also serve as advisory representatives to the convention of the Synod.

3.1.4.1Each board and commission of the Synod shall be represented at conventions of the Synod.

  1. Each board or commission shall be represented by its chairman or another board or commission member and by its principal staff person. The boards for National and International Mission shall also be represented by the executive directors of the Offices of National and International Mission, respectively.
  2. Standing exceptions shall be the Board of Directors, the Commission on Constitutional Matters, the Commission on

Handbook, and the Commission on Theology and Church Relations,

who may be represented by as many of their membership and executive staff* as they deem necessary. (c) Other exceptions must have the approval of the Board of Directors of the Synod prior to each convention.

3.1.4.2Each educational institution of the Synod shall be represented at conventions of the Synod.

  1. Educational institutions of the Synod shall be represented by one board member in addition to the district president, by their presidents, and by one faculty member for every 30 full-time faculty members who are members of the Synod, elected from among and by the same.†
  2. Fractional groupings shall be disregarded except that each institution having any full-time faculty members on the roster of the Synod shall be entitled to at least one faculty representative.

3.1.4.3Each foreign mission area, as defined and established from time to time by the Board for International Mission, shall be represented at conventions of the Synod.

  1. Foreign mission areas shall not exceed 10 in number and may be represented by an advisory representative from within the mission area who is on home leave at the time of the convention and will return to the mission area represented.
  2. These representatives shall be elected by the Board for International Mission in consultation with the field authority for each field and shared with the missionaries at least nine months in advance of a convention of the Synod, provided, however, that each said mission area shall be entitled to a representative, even though there may be no other than terminating missionaries on home leave at convention time. * 2023 Convention: Res. 9-02 [C], Proc. 199. † 2023 Convention: Res. 9-02 [A], Proc. 197–98.

3.1.4.4Chaplains in each branch of the Armed Forces of the United States may be represented at conventions of the Synod.

  1. Chaplains may be represented by active-duty chaplains stationed stateside.
  2. Representatives shall be approved by the Board for International Mission at least nine months before the convention of the Synod.

3.1.4.5Each district board of directors shall be represented at conventions of the Synod.

  1. Each district board of directors is entitled to send one representative from the district board of directors and one from the district executive staff other than the district president.
  2. If the district has no executive staff, it may select two members of its board of directors.

3.1.4.6Each district may be represented by two youth representatives at conventions of the Synod.

  1. Youth representatives may be selected as a district may specify.
  2. They may speak at the request of a floor committee and with the permission of the chair.

Responsibilities of Advisory Delegates and Representatives

3.1.5Advisory delegates and representatives shall have voice but no vote and shall be entitled to the floor to express their opinion the same as voting members.

3.1.5.1Advisory delegates and representatives shall be eligible for membership on committees and for offices of the convention unless otherwise specified.

3.1.5.2All duly elected advisory delegates and representatives shall attend all sessions regularly until the close of the convention. Delegates who arrive late or leave early or who do not attend at all shall present a written excuse.

Reports and Overtures

3.1.6The principal business of a convention of the Synod shall be the consideration of reports and overtures. Reports and overtures shall be submitted to the President of the Synod not later than 20 weeks prior to the opening date of the convention.

  1. No report or overture received subsequent to that date shall be accepted for convention consideration unless a committee consisting of the President, the First Vice-President, and the Secretary adjudge it to be a matter of overriding importance and urgency which is not adequately covered by documents already before the convention.
  2. Overtures and recommendations involving capital outlay or current expenditures shall be accompanied, to the extent feasible, by cost projections and the basis thereof.

Reports

3.1.6.1Reports to a convention of the Synod may be submitted only by the President, a vice-president, the Secretary, the Chief Financial Officer, the Board of Directors of the Synod, a board or commission of the Synod as listed in , 3.2.2.1, 3.2.3, and 3.2.3.1, and other individuals or duly constituted groups who may be required or permitted to do so by the Bylaws, by action of a prior convention of the Synod, or by the President.

  1. Reports are statements of work performed or contemplated by those who are charged with conducting the business of the Synod between conventions, communications to a convention with respect to studies that may have been made for the Synod in order to further its work, or other types of communications to the Synod.
  2. A report shall not include an overture unless the report is submitted by someone authorized to submit overtures.

Overtures

3.1.6.2Overtures to a convention of the Synod may be submitted only by a member congregation of the Synod, a convention or board of directors of a district, an official district conference of ordained and/or commissioned ministers, the faculty of an educational institution of the Synod, the Board of Directors of the Synod, a board or commission of the Synod listed in , 3.2.2.1, 3.2.3, and 3.2.3.1, a committee established by a prior convention, or a forum of a circuit.

  1. Overtures are recommendations in the form of proposed resolutions requesting action on the part of the convention.
  2. Overtures with reference to a case in which a member has been suspended and which is at present under formal proceedings (Bylaw

2.14.2[i]), as well as overtures which, upon advice of legal counsel, may subject the Synod or the corporate officers of the Synod to civil action for libel or slander or which contain libel and slander, shall not be accepted for convention consideration. (c) The President of the Synod shall determine if any overture contains information which is materially in error or contains any apparent misrepresentation of truth or of character. He shall not approve inclusion of any such overture in the Convention Workbook and shall refer any such overture to the district president who has ecclesiastical supervision over the entity submitting the overture for action. If any published overture or resolution is found to be materially in error or contains a misrepresentation of truth or of character, it shall be withdrawn from convention consideration and referred by the President of the Synod to the appropriate district president for action.

Convention Committees

3.1.7All reports and overtures accepted by the President in accordance with the foregoing paragraphs shall be referred by him to convention floor committees. Such floor committees shall be appointed by the President in consultation with the Council of Presidents and the Praesidium.

  1. Appointments will be made from among the voting delegates (ff), advisory delegates (ff), and advisory representatives (ff).
  2. Ordained ministers, commissioned ministers, and laypersons shall be represented on all committees.
  3. The President shall notify floor committee members of their appointment and of the time and place of their first meeting no later than 16 weeks before the start of the convention.
  4. The committee rosters shall be published in an official periodical at least 10 weeks before the convention.
  5. If the President deems it advisable, he may convene floor committees prior to the opening of the convention.
  6. After due consideration of the matters referred to it, each floor committee will report its findings and recommendations to the convention.
  7. Each proposed resolution involving expenditures, prior to its consideration on the floor of the convention, shall be presented to the floor committee on financial matters, which in consultation with the accounting department shall attach to the recommended resolution accompanying information on estimated cost on an annual or project basis.

Pre-Convention Publications

3.1.8A Convention Workbook containing a convention manual, reports and overtures, the names and congregations of all voting delegates, and other information shall be published under the editorship of the Secretary subject to approval of the President.

  1. The President shall also decide which of the matters accepted for presentation to and consideration by the convention shall be published in the Convention Workbook.
  2. The content of the Convention Workbook shall be posted on the Synod’s Website not later than 12 weeks prior to the opening date of the convention, with printed copies mailed to each delegate and alternate, all officers of the Synod, and members of boards, commissions, and councils.
  3. Any member of the Synod (congregation, ordained minister, commissioned minister) and any lay delegate to the convention wishing to express comments on reports and overtures in the Convention Workbook may submit them at least nine weeks prior to the convention to the Secretary of the Synod, who shall transmit them to the appropriate convention floor committee for consideration.

3.1.8.1The content of the first issue of Today’s Business containing the proposed resolutions of the convention floor committees and other convention business shall be posted on the Synod’s Website, with printed copies mailed to all registered delegates of the convention and all officers of the Synod and members of boards, commissions, and councils.

  1. Responses to the proposed resolutions contained in the first issue of Today’s Business shall be submitted to the chairman of the appropriate floor committee at least one week prior to the convention.
  2. All floor committees shall meet at the convention site prior to the opening of the convention to review such responses and reconsider their proposed resolutions accordingly.

Convention Order

3.1.9The President shall be responsible for the overall organization and operations of the conventions of the Synod.

  1. The Chief Administrative Officer or the Chief Administrative Officer’s designee shall serve as the convention manager. He shall be responsible to the President for making arrangements for and directing the externals of the convention and other major assemblies of the Synod and may assist with planning and arranging for district conventions.
    1. The convention manager shall arrange for lodging and may also provide for joint meals while the convention is in session.
    2. Rates for lodging and joint meals shall be established and published.
  2. When necessary, the President in consultation with the convention manager may appoint a local convention chairman and a local convention committee to assist the convention manager.
  3. The President of the Synod shall indicate which convention committees must meet before the convention opens and shall notify the convention manager, who shall provide pre-convention housing and meeting facilities for them. All direct expenses incurred by these pre-convention meetings shall be borne by the Synod.
  4. The primary sources of income which are to offset the operating costs of the conventions of the Synod are the district levy, registration fees, exhibit space rentals, and other miscellaneous receipts.
    1. The amount of the district levy per confirmed member and the registration fees will be based on the convention budget submitted by the convention manager to the Board of Directors of The Lutheran Church—Missouri Synod for approval, who shall notify the district treasurers of the amount of their assessments by September 1 of the year preceding the convention of the Synod.
    2. The district treasurer shall remit the amount of the district levy to the accounting department of the Synod not later than the month of March before the convention.
    3. The accounting department of the Synod shall prescribe, install, and supervise convention accounting procedures, financial controls, and budgetary classifications for operating income and costs of the convention.
  5. All travel and convention expenses of the Synod’s Praesidium,

Secretary, Chief Administrative Officer, Chief Financial Officer, Chief

Mission Officer, Board of Directors, district presidents, Commission on Constitutional Matters, Commission on Handbook, Commission on Theology and Church Relations, and legal counsel are included in the operating cost of the convention and as such are included in the district levy. (f) All travel and convention expenses of the delegates and representatives shall be paid by the districts, the boards, or the commissions that are represented by the respective delegates or representatives. (g) Convention preachers, worship leaders, and essayists shall be appointed by the President prior to the convention. (h) The President shall arrange for suitable orientation and guidance for delegates. A convention manual shall be provided for this purpose in the Convention Workbook. (i) The convention shall organize at its first session on the basis of its registration and the report of the committee on credentials. (1) The President shall then make his presidential address and submit his official report. (2) The President shall, at the first session and during the course of succeeding sessions of the convention, announce the order of business for the day and following days. (3) The President shall conduct the sessions according to accepted parliamentary rules and make every effort to arrange the schedule of business so that the sessions do not exceed one week in duration. (4) Daily minutes shall be prepared by the Secretary’s office for inclusion in Today’s Business. (j) The date and site of Synod conventions shall be established in the following manner. (1) The President, in consultation with the convention manager, shall decide upon the dates of Synod conventions. (2) The Board of Directors of the Synod, in consultation with the convention manager, shall establish the sites of Synod conventions, giving preference to St. Louis when logistically and economically feasible. (3) A district may submit an invitation to host the convention. In such case, a host group shall determine the minimum requirements from the convention manager, agree to provide any needed local support, and submit a proposal to the Board of Directors of the Synod for evaluation and consideration. (4) The President may also propose a site to the Board of Directors of the Synod. Prior to submission, the district president for the area in which the site is located shall be made aware of the proposal and agree to provide any needed local support. Convention Communications

3.1.10The Synod’s communications department shall be responsible for telling the story of the conventions of the Synod to the public.

3.1.10.1The official Convention Proceedings of each convention shall be sent by Concordia Publishing House to every congregation in the Synod.

  1. All delegates (voting and advisory) and all members of boards and commissions of the Synod shall also be sent a copy.
  2. The cost shall be paid by the Synod.

Special Sessions

3.1.11The business of any special session of the Synod (Constitution Art. VIII B) is limited to the specific stated purpose(s) for the calling of the special session.

3.1.11.1The President of the Synod, in consultation with the Council of Presidents and the Board of Directors of the Synod, shall establish the specific provisions for any special session of the Synod such as “Reports and Overtures,” “Convention Committees,” “Pre-convention Publications,” Convention Order,” and “Convention Communications,” including any required implementation timeframes.

Bylaw 3.2

Elected or Appointed Officers, Boards, and Commissions

Officers Elected by the Convention

3.2.1The elected officers of the Synod shall be the President, the First Vice- President, five regional vice-presidents, and the Secretary. The Board of Directors of The Lutheran Church—Missouri Synod is also an officer of the Synod, with some members elected by the Synod.

Officers Appointed by the President and Board of Directors

3.2.1.1The appointed officers of the Synod shall be the Chief Financial Officer and the Chief Administrative Officer, appointed by the Board of Directors of the Synod, and the Chief Mission Officer, appointed by the President of the Synod.

Boards

3.2.2The governing boards of the Synod whose members are elected and appointed as otherwise prescribed in these Bylaws shall be:

  1. Board of Directors of Concordia Publishing House
  2. Board of Directors of Concordia University System
  3. Board of Directors of Lutheran Church Extension Fund—Missouri Synod (Board for Church Extension)
  4. Board of Trustees—Concordia Plans (Board of Directors for Concordia Plan Services)
  5. Board of Trustees for the Lutheran Church—Missouri Synod

Foundation

6. A board of regents for each college, university, and seminary of the Synod 7. Board of Governors of Concordia Historical Institute

3.2.2.1The mission boards of the Synod whose members are elected as otherwise prescribed in these Bylaws shall be:

  1. Board for National Mission
  2. Board for International Mission

Commissions

3.2.3The commissions of the Synod elected or appointed by the President shall be:

  1. Commission on Constitutional Matters
  2. Commission on Doctrinal Review
  3. Commission on Handbook

3.2.3.1The commission of the Synod constituted in part by election and in part by appointment as provided in the Bylaws is the Commission on Theology and

Church Relations

Terms of Office

3.2.4The term of office of all elected officers of the Synod () shall be three years; of the elected members of the Board of Directors and all other boards and commissions of the Synod six years; of all members of college and university boards of regents three years; and of all appointed members of boards, commissions, and standing committees three years, unless these Bylaws specifically provide otherwise.

  1. The President, First Vice-President, regional vice-presidents, Secretary, and members of all boards and commissions of the Synod who are elected by the Synod convention shall assume office on September 1 following the convention and shall be inducted into office on a date subsequent to September 1 following the convention. Members of college and university boards of regents elected by district conventions shall assume office upon the close of the convention at which they are elected.
  2. In the interim, the newly elected President shall meet with the reelected and newly elected vice-presidents to assess the state of the Synod, to plan for the communication and carrying out of the resolutions adopted at the convention, to assign areas of responsibility to the vice-presidents, and to gather names and obtain information helpful for making wise appointments; he shall meet with the chairman and the staff supporting the boards and commissions to discuss their convention reports, to assess with them the financial support they will need; and he shall meet with the financial and administrative officers to assess the financial status of the Synod and the estimate of the financial resources available for the coming year.
  3. All newly appointed members of all boards and commissions shall begin their service on September 1 following each regular meeting of the Synod in convention, or immediately upon their appointment thereafter.
  4. The newly elected members of the boards of directors and of other boards and commissions shall attend whatever meetings are held in the interim, without vote, to become acquainted with their new responsibilities and functions.
  5. The initial meeting of boards and commissions shall ordinarily be held in association with the induction and shall begin with a combined orientation program conducted under the direction of the President.
  6. Incumbents shall serve until their successors assume office. The existing boards of directors and other elected boards and commissions shall continue to function until the newly elected and reelected members of these boards and commissions assume office. They shall continue to carry out programs initiated prior to the electing convention.
  7. No appointments to boards or commissions of the Synod shall be made and no new programs shall be initiated by the outgoing President or the boards of directors or other boards or commissions during the interim.
  8. Emergency action that demands immediate attention may be taken in consultation with and with the consent of the newly elected President.

3.2.4.1The offices of President, the first Vice-President, regional vice-presidents, and Secretary shall be without limitation as to reelection.

  1. If the President, First Vice-President, or Secretary are not reelected or do not stand for re-election, they shall continue to receive full salary for a period of six (6) months while rendering transitional service.
  2. Such service and salary will cease at the time such person accepts another full-time position.
  3. Before his successor assumes office, the outgoing President shall use the intervening time to settle the affairs of his administration and assist the newly elected President as requested to become acquainted with the responsibilities of the office.

3.2.4.2All members of all boards and commissions of the Synod shall be ineligible for re-election or re-appointment to the same board or commission after serving a total of two successive six-year elected terms or three successive appointed or elected three-year terms, unless otherwise provided in the Bylaws.

  1. Such persons may become eligible again for election or appointment to the same office, board, or commission after an interval of three or more years.
  2. More than one-half of a term shall be regarded as a full term under limited tenure rules.
  3. Any member of a board or commission who is ineligible for re- election or reappointment may be elected or appointed to another position.

Vacancies

3.2.5Unless otherwise specified in these Bylaws, vacancies that occur in elected positions on boards or commissions of the Synod shall be filled by the Board of Directors of the Synod. (a) The Secretary of the Synod shall be responsible for gathering a list of nominees from the board or commission where the vacancy occurs, the President of the Synod, the district boards of directors, and the slate of candidates from the previous convention of the Synod within 90 days of notification of the vacancy. (b) A list of at least three but no more than five candidates shall be submitted as soon as possible to the appropriate appointing body. (c) This list shall be determined by the Standing Committee on Nominations ( [b]). The Synod’s Director of Human Resources shall be consulted in developing the candidate list. (d) The appointing board may amend the list of candidates identified in (b) using the list of nominees identified in (a).

3.2.5.1Vacancies in any appointed positions on boards or commissions of the Synod shall be filled by the appointing authority unless otherwise specified in these Bylaws. The board or commission may submit suggestions to the appointing authority.

Bylaw 3.3

Elected Officers of the Synod

President

3.3.1The President of the Synod shall be a full-time executive and shall serve as a voting member of the Board of Directors of the Synod.

  1. He shall not be in charge of a congregation or hold a chair at any educational institution but may be called to a congregation in an assisting capacity, provided such services do not interfere with his official duties as President.
  2. He shall, with the approval of the Board of Directors of the Synod, be empowered to engage sufficient staff to carry out the duties of his office. Powers and Duties – Ecclesiastical

3.3.1.1As the chief ecclesiastical officer of the Synod, the President shall supervise the doctrine taught and practiced in the Synod, including all synodwide corporate entities.

3.3.1.1.1The President of the Synod has ecclesiastical supervision of all officers of the Synod and its agencies, the individual districts of the Synod, and all district presidents. (a) He shall see to it that the resolutions of the Synod are carried out. After the national convention has determined triennial emphases for the Synod, he shall, in consultation with the Council of Presidents, identify specific goals for the national office that will support and encourage ministry at the congregational level. (b) In the districts of the Synod, he shall carry out his ecclesiastical duties through the district’s president. (c) He shall at regular intervals officially visit or cause to be visited all the educational institutions of the Synod to exercise supervision over the doctrine taught and practiced in those institutions.

  1. With regard to Synod’s colleges and universities, regular visitation shall be conducted through the Concordia University System as described in and following.
  2. He may in addition and at any time specially visit or cause to be visited any educational institution of the Synod to exercise his ecclesiastical supervision.* (d) He shall meet regularly with the Council of Presidents and, as deemed necessary, with individual district presidents or small groups of district presidents to see to it that they are in accordance with Article II of the Constitution, adopted doctrinal statements of the Synod, and doctrinal resolutions of the Synod. He shall receive regular reports on this subject from the district presidents. In cases of doctrinal dissent, shall be followed.

3.3.1.1.2The President shall be the chief ecumenical officer of the Synod.

  1. He shall represent the Synod, in consultation with the appropriate board or commission, in official contacts with all partner churches by * 2023 Convention: Res. 7-04B [B], Proc. 176–80. aiding, counseling, and advising them and by strengthening the relations with and among them.
  2. He shall develop protocol documents between the Synod and partner church bodies according to which the Synod and its agencies will work together with its partner churches in foreign mission fields, which documents are also to be respected by agencies, auxiliaries, and recognized service organizations.
  3. He or his representative shall represent the Synod in official contacts with other church bodies. Powers and Duties – Administrative

3.3.1.2The President shall oversee the activities of all officers, executives, and agencies of the Synod to see to it that they are acting in accordance with the Constitution, Bylaws, and resolutions of the Synod.

  1. He shall at regular intervals officially visit or cause to be visited all the educational institutions of the Synod and thereby exercise oversight over their administration as it relates to adherence to the Constitution, Bylaws, and resolutions of the Synod.
    1. With regard to Synod’s colleges and universities, regular visitation shall be conducted through the Concordia University System as described in and following.
    2. He may in addition and at any time specially visit or cause to be visited any educational institution of the Synod to exercise his administrative oversight.*
  2. He shall meet regularly with the Council of Presidents and, as deemed necessary, with individual district presidents or small groups of district presidents, to see to it that their administration is in accordance with the Constitution, Bylaws, and resolutions of the Synod. He shall receive regular reports on this subject from the district presidents.
  3. He shall call up for review any action by an individual officer, executive, or agency that, in his view, may be in violation of the Constitution, Bylaws, and resolutions of the Synod.
    1. If he deems appropriate, he shall request that such action be altered or reversed.
    2. If the matter cannot be resolved, he shall refer it to the Synod’s

Board of Directors, the Commission on Constitutional Matters,

and/or the Synod in convention as he deems appropriate to the issues and party/parties to the matter involved. (3) This provision in no way alters the President’s constitutional duty to report to the Synod those who do not act in accordance with the Constitution and do not heed his admonition, as prescribed in Constitution Art. XI B 2. (d) He shall serve as leader of the Administrative Team (see ) and shall report to the Board of Directors on the activities of the team. * 2023 Convention: Res. 7-04B [B], Proc. 176–80. Powers and Duties – Ecclesiastical and Administrative

3.3.1.3The President shall have responsibilities and duties that are both ecclesiastical and administrative. (a) He shall report in person or through a vice-president or other officer of the Synod to all district conventions and to that end formulate the report that is to be made. (b) He shall make provisions for new district presidents and members of boards and commissions of the Synod to be acquainted with their duties and responsibilities. (c) He shall carry out his constitutional responsibility (Constitution Art. XI B 1–4) for the supervision of the doctrine and administration of all officers, executives, and agencies of the national office. (d) He shall personally or by way of a representative have the option to attend all meetings of all commissions (except the Commission on Constitutional Matters), the boards of all synodwide corporate entities, and the Board of Trustees—Concordia Plans (Board of Directors— Concordia Plan Services), including executive sessions (the President or his representative already serves as a voting member of the mission boards and serves as a voting member of the Board of Directors of the Synod and the Board of Directors of Concordia Publishing House).

  1. The President’s representative shall normally be a member of the Administrative Team.
  2. The President shall, in reasonable time, receive notice of such meetings, the proposed agenda, and minutes thereof. (e) Prior to his appointment of an executive director of a mission office, he shall engage in consultation with the appropriate mission board to reach concurrence on a slate of candidates for the position. (f) He shall engage in consultation with the governing board of each synodwide corporate entity to reach mutual concurrence on a slate of candidates for appointment to the position of chief executive. (g) As ecclesiastical supervisor, he shall provide leadership to all officers, agencies, and national office staff of the Synod. (h) Through the Chief Mission Officer, he shall supervise the duties listed in –3.4.3.8. (i) He shall consult with the vice-presidents, as elected advisors, whenever important and difficult Synod, inter-Lutheran, and partner church questions arise. (j) He shall establish the duties and responsibilities of the First Vice- President in consultation with the First Vice-President. (k) He shall make an official report at each meeting of the Synod in convention. (l) He shall approve the draft of the Convention Proceedings before it is published by the Secretary of the Synod. (m) He shall have the right to authorize the vice-presidents to perform the duties of his office and hold them responsible for their performance. Accountability, however, shall always remain with the President. (n) He shall exercise executive power when the affairs of the Synod demand it and when he has been expressly invested with such power by the Synod in convention. (o) He shall be authorized, in the event that the affairs of the Synod require the exercise of executive power for a purpose for which there is no specific directive of the Synod, to exercise such power after consultation with the vice-presidents, the Board of Directors of the Synod, or the Council of Presidents, whichever in his judgment is most appropriate. Any member of the Synod shall have the right to appeal such action to the Commission on Constitutional Matters and/or the Synod in convention, whichever is appropriate. The Lutheran Church Extension Fund—Missouri Synod is exempt from this bylaw. (p) He shall in the interval between meetings of the Synod in convention appoint special boards or committees whenever the purpose for which the Synod has been organized requires or when conditions arising in the course of time demand such action.

Inability to Serve

3.3.1.4When the President is unable to serve, the duties and responsibilities of the Office of President shall be assumed by the First Vice-President.

  1. The Board of Directors of the Synod shall determine when the President is unable to serve in that capacity because of prolonged illness or disability.
  2. The First Vice-President shall remain as the acting president until that board determines that such illness or disability has been removed.

Vice-Presidents

3.3.2The vice-presidents shall be elected advisors of the President and, upon the President’s request or as provided by the Synod, shall assist him in discharging his responsibilities or represent him.

3.3.2.1The vice-presidents shall, in the order in which they have been ranked, assume the presidency if the office is vacated or perform the duties of the President if he becomes incapacitated.

3.3.2.2The First Vice-President shall be a full-time executive and a nonvoting member of the Board of Directors.

  1. He shall be responsible to the President at all times for the performance of his duties.
  2. He shall serve as the chairman of the Colloquy Committee for the Pastoral Ministry.
  3. He shall serve as the chairman of the Colloquy Committee for Commissioned Ministry.

3.3.2.3Five regional vice-presidents shall also be elected in the manner prescribed in these Bylaws. They shall serve the Synod in a part-time capacity and shall be responsible to the President for the performance of their duties.

3.3.2.4A vacancy in the office of First Vice-President shall be filled by advancing the lower-ranking vice-presidents. The resulting vacancy or any vacancy in a regional vice-presidency shall be filled by appointment of the President in consultation with the district presidents within that region.

Secretary

3.3.3The Secretary shall perform all the customary duties of a corporate secretary and shall serve as a voting member and the secretary of the Board of Directors of the Synod.

3.3.3.1The Secretary shall carry out all required responsibilities relating to conventions of the Synod.

  1. He shall carry out responsibilities with reference to the nomination and election of the President and vice-presidents as detailed in .
  2. He shall serve as consultant to the local convention committee.
  3. He shall publish the names of the members of the Committee for

Convention Nominations in an official periodical of the Synod as soon

as possible after they have been elected. (d) He shall carry out responsibilities with reference to the Committee for Convention Nominations as determined in the Bylaws. (e) He shall provide the Committee on Elections with copies of a manual of suggested election procedures. (f) He shall record the proceedings when the Synod meets in convention. (g) He shall announce daily the time and the place of committee meetings at conventions. (h) He shall officially notify individuals elected to office of their election. (i) He shall edit the proceedings of the Synod in convention and arrange for its distribution in harmony with the provisions of the Bylaws.

3.3.3.2The Secretary shall perform such other work as pertains to his office or such other work as the Synod in convention, the President, or the Board of Directors of the Synod may assign to him.

  1. He shall serve as a voting member and secretary of the Commission on Constitutional Matters.
  2. He shall administer the Synod’s dispute resolution and expulsion processes.
  3. He shall serve as a voting member of the Board of Governors of Concordia Historical Institute.
  4. He shall supervise the maintenance of the official roster of member congregations and ordained and commissioned ministers on the basis of information supplied by the district presidents.
  5. He shall supervise the process for obtaining annual statistical information from all member congregations of the Synod.
  6. He shall serve as editor of The Lutheran Annual.
  7. He shall keep a file of all governing instruments of all agencies of the Synod.

3.3.3.3In the event of the death, resignation, or permanent incapacity of the Secretary, the Board of Directors of the Synod shall appoint a successor for the unexpired term.

Board of Directors

3.3.4The Board of Directors of the Synod is the legal representative of the Synod and the custodian of all the property of the Synod. It shall be accountable to the Synod in convention for the discharge of its duties.

3.3.4.1The Board of Directors shall consist of no more than 16 members, 15 of them voting, as follows:

  1. One layperson elected from each of the five designated geographical regions
  2. Two ministers of religion―ordained elected at-large by the Synod in convention
  3. One minister of religion―commissioned elected at-large by the

Synod in convention

4. Two laypersons elected at-large by the Synod in convention 5. Up to three at-large laypersons appointed by the elected members of the Board of Directors to obtain needed additional skill sets (legal, finance, investment, administration, etc.) 6. The President and the Secretary of the Synod With the exception of the President and the Secretary of the Synod, no more than one voting member from each category (ordained, commissioned, and lay) and no more than two voting members total may be elected from any one district. The First Vice-President of the Synod shall be the nonvoting member.

3.3.4.2The Board of Directors shall have the powers and duties that have been accorded to it by the Articles of Incorporation, Constitution, Bylaws, and resolutions of the Synod, and the laws of the State of Missouri.

3.3.4.3The Board of Directors shall provide for the review and coordination of the policies and directives of the Synod authorized by the Constitution, Bylaws, and resolutions of the Synod, evaluating plans and policies and communicating to the appropriate boards and commissions suggestions for improvement, and, in the case of mission boards and commissions, require changes for compliance with Board of Directors’ policies within the sphere of its responsibility.

3.3.4.4The Board of Directors shall be responsible for the general management of the business and legal affairs of the Synod. It shall receive copies of all legal opinions or written counsel received by mission boards, commissions, and councils of the Synod. It shall be authorized to take on behalf of the Synod any action related to such business and legal affairs which has not been expressly delegated by the Constitution, Bylaws, and resolutions of the Synod to other officers or agencies of the Synod, and as to those shall have general oversight responsibility.

  1. The board shall elect its own chair and vice-chair and such operating officers as may be necessary.
  2. The board shall name those officers who have authority to sign official documents on behalf of the Synod.
  3. Members of the Administrative Team shall assist the Board of Directors in carrying out its responsibilities by completing assignments made to them by the board.
  4. The board may also designate a member of the Administrative Team other than the President or First Vice-President to function as its staff person to carry out duties and responsibilities not assigned to other team members.
  5. A person salaried by the Synod or an agency of the Synod (other than one serving by virtue of his office) may not be a voting member of the board.

3.3.4.5The Board of Directors shall allocate available funds to the boards, commissions, councils, offices, and departments of corporate Synod and hold them responsible therefor.

  1. To the extent of its responsibilities relative to the general management and supervision of the business and legal affairs of the Synod:
    1. It shall receive such reports as it requests on the operations and policies of the mission boards, commissions, offices, and councils.
    2. It shall have the right to request review of any action or policy of a mission board, commission, office, or council which primarily relates to business, property, and/or legal matters and, after consultation with the agency involved and when deemed necessary, require modification or revocation thereof, except opinions of the Commission on Constitutional Matters.
  2. Corporate Synod’s budgeting process and the budget itself shall be designed to support the worldwide mission and ministry of the Synod.
    1. The board shall establish policies and guidelines relating to the preparation of the annual budget.
    2. The board shall adopt the annual budget.
  3. The Board of Directors shall be responsible for providing operating and capital funds to carry out the work of the Synod.
  4. Regarding the Synod’s seminaries, the board shall, together with national fundraising operations, establish policy guidelines for the distribution of grants of the Synod (restricted and unrestricted) and efforts for securing additional financial support from other sources.
  5. Regarding the Synod’s colleges, universities, and seminaries, the board shall approve capital projects in relation to campus property management agreements and institutional master plans, and shall establish and monitor criteria for determining institutional viability, fiscal and otherwise.

3.3.4.6The Board of Directors shall exercise general oversight over the operations and activities of the synodwide corporate entities, the Concordia Plans, and Concordia Plan Services as required of it in the Constitution of the Synod and specified in these Bylaws. (a) It shall assure itself that their accounting, budgeting, and financial policies comply with generally accepted accounting standards. (b) It shall assure itself that audits are performed by internal auditors or independent certified public accountants for the Synod’s

  1. synodwide corporate entities;
  2. colleges, universities, and seminaries;
  3. districts;
  4. Concordia Plan Services; and
  5. the Concordia Plans. (c) It shall be furnished with copies of these and any interim financial reports it requests. (d) The board shall have the right to designate a representative (by default, the Chief Financial Officer) to attend, as a non-voting member, all meetings of the boards of The Lutheran Church—Missouri Synod Foundation, The Lutheran Church Extension Fund*—Missouri Synod, Concordia Publishing House, Concordia University System, and the Board of Trustees—Concordia Plans (Board of Directors—Concordia Plan Services), including executive sessions. The board’s representative shall serve on the investment committee of the Concordia Plans and Concordia Plan Services. The board and its representative shall, in reasonable time, receive notice of such meetings, the proposed agenda, and minutes thereof. (e) The board shall have the right to appoint up to two persons as nonvoting advisory members of the Concordia University System board of directors.†

3.3.4.7The Board of Directors shall serve as the custodian of all the property of the Synod as defined in . Except as otherwise provided in these Bylaws, it shall have the authority and responsibility with respect to the property of the Synod as is generally vested in and imposed upon a board of directors of a corporation.

  1. It shall, however, delegate to district boards of directors the authority to buy, sell, and encumber real and personal property in the ordinary course of performing the functions which the district carries on for the Synod in accord with general policies (which shall be applicable to all districts) established from time to time by itself or the Synod in convention.
  2. It may, however, delegate to any agency of the Synod powers and duties with respect to property of the Synod for which such agency of the Synod has direct supervisory responsibility.
  3. Such delegation shall be in writing and shall be subject to change at any time by the Synod’s Board of Directors provided that reasonable deliberations, as determined by the Board of Directors, take place with such agency prior to the change.

3.3.4.8The Board of Directors shall be empowered to authorize the Chief Financial Officer of the Synod to borrow capital funds after the board has determined the amounts and the conditions under which these capital funds shall be borrowed, for capital-fund outlay, for site acquisition, or for construction projects that are authorized by conventions of the Synod.

  1. It and the responsible officers of the Synod are empowered to do all things necessary to effect such capital-fund borrowings if and when required, including the pledging of real and other property belonging to the Synod in order to secure loans to obtain the necessary funds. * Commission on Handbook: November 14, 2023. † Commission on Handbook: October 30, 2023; due to 2023 Res. 7-04B [A], Proc. 172–76.
  2. The borrowed capital funds shall not be used for any operating expenditures and shall be subject to provision for amortization.

3.3.4.9To carry out the business and legal affairs of the Synod, the Board of Directors may appoint other officers subject to the approval of the President. The Board of Directors may also appoint staff as required.

3.3.4.10To carry out its obligations under Article XI E of the Constitution and these Bylaws, the Board of Directors may obtain from any agency of the Synod all records and other information (a) relating to property of the Synod, and (b) pertaining to matters for which the Board of Directors has oversight responsibility under the Constitution and other provisions of these Bylaws, including financial records, records of operations, and information regarding legal affairs of such agency of the Synod. Notwithstanding the foregoing, an agency of the Synod shall not be required to deliver: (i) records or information that an agency of the Synod is legally prohibited from disclosing under applicable federal or state law; and (ii) personally identifiable information pertaining to employees, donors, students, beneficiaries, investors, borrowers, and participating employers and plan members of Concordia Plan Services. If any of the records or information requested by the Board of Directors are subject to a confidentiality agreement, the Board of Directors shall maintain such confidentiality. The goal of this bylaw is to permit delivery of records and information to the Board of Directors to the greatest extent possible, subject to clauses (i) and (ii) above. All agencies of the Synod shall cooperate fully with the Board of Directors when responding to requests to provide records and information.

3.3.4.10.1Although the Board of Directors does not have supervisory authority over the Synod’s colleges and universities and therefore cannot control or direct the management, administration, and governance decisions of the Synod’s colleges and universities, it does have responsibilities under Article XI E 2 of the Constitution and these Bylaws. In carrying out its responsibility to the Synod under E 2, with respect to each Synod college and university and their subordinate parts, the Board of Directors shall give particular consideration to the financial condition and operations of the institutions individually and collectively to evaluate both short-term and long-term effectiveness and viability in satisfying the

Synod Constitution, Bylaws, and resolutions, including the applicable

objectives under Article III of the Constitution. To carry out this obligation, the Board of Directors may obtain records and information as described in . The Board of Directors may bring to the attention of a college or university president and/or board of regents any matters that, in its judgment, exhibit deficiencies and may suggest corrective action. The Board of Directors may also report the same to the Synod in convention. The Board of Directors may appoint a committee, consisting of board members or others, to assist in carrying out this responsibility. * * 2023 Convention: Res. 7-04B [C], Proc. 180–81.

Bylaw 3.4

Appointed Officers of the Synod

Chief Financial Officer

3.4.1The Chief Financial Officer shall administer the financial affairs of the Synod, excluding the synodwide corporate entities, the districts, the Concordia Plans, and Concordia Plan Services.

3.4.1.1The Chief Financial Officer shall be an officer of the Synod and a layperson appointed by the Board of Directors of the Synod in consultation with and with the concurrence of the President of the Synod.

3.4.1.2The Chief Financial Officer shall serve a three-year renewable term of office during which he/she shall serve at the direction of the Board of Directors.

  1. He/she may serve an unlimited number of terms.
  2. Each reappointment by the Board of Directors shall be after consultation with and with the concurrence of the President of the Synod.

3.4.1.3The Chief Financial Officer also serves as the Treasurer of the corporation and shall (a) carry out the duties of the office in accordance with the rules and regulations adopted by the Synod and as directed by the Board of Directors of the Synod; (b) receive and disburse the moneys of corporate Synod and keep accurate account of them under the instruction of the Board of Directors of the Synod; (c) act as the depositary for all funds at the hands of corporate Synod’s boards (excluding the Concordia Plans and Concordia Plan Services), commissions, officers, and employees who by virtue of their office act as custodians or trustees of such funds; (d) keep informed about financial affairs of the synodwide corporate entities; (e) serve, if the board’s representation is not otherwise designated, as a nonvoting member of the governing boards of The Lutheran Church—Missouri Synod Foundation, The Lutheran Church Extension Fund—Missouri Synod, Concordia Publishing House, Concordia University System, the Board of Trustees—Concordia Plans, (Board of Directors—Concordia Plan Services), and Concordia Publishing House, and on the investment committee of the Concordia Plans and Concordia Plan Services*; (f) keep on file a correct list of all devises and bequests that directly or indirectly have been given to corporate Synod. Legacies and bequests made to other agencies of the Synod shall be reported annually to the Chief Financial Officer as part of the audit process; (g) report regularly to the Synod through an official periodical and at every meeting of the Synod in convention on the performance of his/her office; * Commission on Handbook: November 14, 2023. (h) be authorized to borrow in the name of the Synod, provided its Board of Directors has first determined the amounts and conditions under which such moneys shall be borrowed;

  1. instruments relative to such borrowing shall require two signatures:
  2. one shall be the Chief Financial Officer and the other shall be another officer of the Synod designated by the Board of Directors of the Synod; (i) at any time submit to an audit of official books and accounts when so ordered by the Synod or its Board of Directors; and (j) perform such other work as the Synod in convention, the President, or the Board of Directors of the Synod may assign.

3.4.1.4The Chief Financial Officer shall work together closely with the Chief Administrative Officer and the Chief Mission Officer in carrying out the programmatic, administrative, and financial functions of the national Synod.

Chief Administrative Officer

3.4.2The Chief Administrative Officer shall assist the Board of Directors of the Synod in carrying out the responsibilities given to it by the Constitution, Bylaws, and resolutions of the Synod.

3.4.2.1The Chief Administrative Officer shall be an officer of the Synod and shall be appointed by the Board of Directors of the Synod in consultation and mutual concurrence with the President of the Synod.

3.4.2.2The Chief Administrative Officer shall serve a three-year renewable term of office during which he/she shall serve at the direction of the Board of Directors.

  1. He/she may serve an unlimited number of terms.
  2. Each reappointment shall be with the mutual concurrence of the President and the Board of Directors of the Synod.

3.4.2.3The Chief Administrative Officer shall work together closely with the Chief Financial Officer and the Chief Mission Officer in carrying out the programmatic, administrative, and financial functions of the national Synod.

Chief Mission Officer

3.4.3The Chief Mission Officer shall be responsible to the President of the Synod for the mission, ministry, and any programmatic and coordinative functions which are implemented according to the policies adopted by the Board for National Mission and the Board for International Mission.

3.4.3.1The Chief Mission Officer shall provide staff and other resource(s) to the Board for National Mission and the Board for International Mission.

3.4.3.2The Chief Mission Officer shall be an officer of the Synod and shall be appointed and subsequently reappointed by the President of the Synod following the President’s consultation with the Board for National Mission and the Board for International Mission and with the mutual concurrence of the Board of Directors. The Chief Mission Officer may serve an unlimited number of terms.

3.4.3.3The Chief Mission Officer shall be a minister of religion—ordained and shall serve a three-year renewable term of office and shall serve at the direction of the President of the Synod.

3.4.3.4The Chief Mission Officer shall meet regularly with the executive directors of the commissions (if any) and the chief executives of synodwide corporate entities as the liaison for and at the direction of the President of the Synod. He shall work together closely with the Chief Financial Officer and the Chief Administrative Officer in carrying out the programmatic, administrative, and financial functions of the national Synod.

3.4.3.5The Chief Mission Officer shall, at the direction of the President, supervise the work of the Office of National Mission and the Office of International Mission.

3.4.3.6The Chief Mission Officer shall, on behalf of the President, supervise fundraising activity of the national office according to policies established by the Board of Directors of the Synod.

3.4.3.7The Chief Mission Officer shall, on behalf of the President, supervise the content of communications, public relations, and news and information provided by the Synod, including the official periodicals of the Synod, The Lutheran Witness and Reporter.

3.4.3.8The Chief Mission Officer shall, on behalf of the President, provide leadership, coordination, and oversight for pre-seminary education programs, seminary education, and post-seminary continuing education, and by providing advocacy for pastoral education and health within the Synod. He shall serve as the chairman of the Pastoral Formation Committee.

Bylaw 3.5

National Office Teams

Administrative Team

3.5.1The Administrative Team shall assist the President and the Board of Directors of the Synod in carrying out their respective responsibilities for oversight, supervision, management, and coordination as set forth in the Constitution, Bylaws, and resolutions of the Synod and according to the triennial emphases adopted by conventions of the Synod.

3.5.1.1The Administrative Team shall consist of the President, the First Vice-

President, the Secretary, the Chief Financial Officer, the Chief Mission

Officer, and the Chief Administrative Officer and shall be under the leadership of the President. Operations Team

3.5.2The Operations Team shall assist the President and the Board of Directors of the Synod in carrying out their respective responsibilities for oversight, supervision, management, and coordination of the operations of the national office and according to the triennial emphases adopted by conventions of the Synod.

3.5.2.1The Operations Team shall consist of the Chief Mission Officer, the Chief Administrative Officer, and the Chief Financial Officer and shall be convened by the Chief Administrative Officer.

Bylaw 3.6

Synodwide Corporate Entities

General Principles

3.6.1The Synod in convention has authorized the creation of corporate and legal entities that are to be servants of and to the Synod and its members. Their purpose, function, and assigned areas of responsibility are set forth in these Bylaws. They are referred to in the Bylaws as “synodwide corporate entities” and are as follows:

  1. Concordia Historical Institute
  2. Concordia Publishing House
  3. The Lutheran Church Extension Fund—Missouri Synod
  4. The Lutheran Church—Missouri Synod Foundation
  5. Concordia University System

3.6.1.1Formation of a synodwide corporate entity shall require the approval of the Synod in convention or the Board of Directors of the Synod.

  1. At least six months prior to such approval an announcement thereof shall be given in an official publication of the Synod together with a detailed explanation of the problems or factors which make the formation of the proposed synodwide corporate entity advisable or necessary.
  2. The announcement shall include an invitation for members of the Synod to submit comments thereon to the Board of Directors of the Synod.

3.6.1.2The members, if any, of a synodwide corporate entity shall be as set forth in these Bylaws.

3.6.1.3Each synodwide corporate entity shall have a governing board.

  1. A minimum of one-third of the voting members of every governing board shall be elected by the Synod in convention as described in these Bylaws.
  2. The names of the individual members of each of these governing boards shall be reported annually in an official periodical of the Synod.

3.6.1.4Each governing board of a synodwide corporate entity shall elect its own chair, vice-chair, and secretary and such operating officers as may be necessary.

3.6.1.5Synodwide corporate entities may create chief executive positions (who may be designated as an officer of the corporation) pursuant to , and fill them in accordance with the Bylaws of the Synod and the human resources policies adopted pursuant to . (a) The chief executive shall serve at the pleasure of the governing board be appointed by the governing board according to the following process. (1) The slate of candidates for the initial appointment of the chief executive shall be selected by the governing board in consultation with and with the mutual concurrence of the President of the Synod. (21) In the event of a vacancy, the appropriate governing board and the President of the Synod shall act expeditiously to fill the vacancy. This governing board shall present its list of candidates to the President. (2) Any appointment of an interim chief executive shall be made by the governing board in consultation with and the concurrence of the President of the Synod. Interim service shall last no more than 18 months, unless renewed by the governing board with the concurrence of the President of the Synod. (3) Nominations shall be gathered by a process that includes solicitation, in an official publication of the Synod, of nominations from agencies and officers of the Synod and the congregational and individual members of the Synod, along with lay persons of the congregations of the Synod. (4) The governing board shall from the nominees gathered, in consultation with and ultimately with the concurrence of the President of the Synod, select the slate (consisting of one or more candidates), from which the governing board shall attempt to select a chief executive for appointment. (5) In the event of a failure to appoint or a declination, the governing board may as necessary repeat stages of nomination gathering, candidate selection, and appointment, but may only select an appointee from a slate established as described above. (b) The chief executive shall serve at the pleasure of the governing board. (31) The governing board shall conduct an annual review of its chief executive and, before the expiration of five years, conduct a comprehensive review. (42) At the conclusion of each five-year period, the appointment shall terminate unless the governing board takes specific action to continue the person in the office, each subsequent term not to exceed five years. (b) Any interim appointment of a chief executive shall follow a process similar to the initial appointment of a chief executive. (1) Such interim appointees must be approved by the President of the Synod, and may not serve more than 18 months without the concurrence of the President of the Synod. (2) Such interim appointees shall be ineligible to serve on a permanent basis without the concurrence of the President of the Synod. (c) The chief executives shall normally attend all meetings of their board except when their own positions are being considered.*

3.6.1.6Each governing board of a synodwide corporate entity shall have such powers and duties as have been assigned to it by the Constitution and Bylaws of the Synod, the resolutions of the Synod in convention, and the governing instruments of the synodwide corporate entity. Within such limitations it shall operate in accord with federal and state laws. * 2023 Convention: Res. 9-03, Proc. 203–4.

  1. It is vested with the supervision of the business, financial, property, personnel, and legal affairs of the Synod assigned to that synodwide corporate entity.
  2. It shall develop policies governing its operations.
  3. It shall have an independent audit.
  4. It shall provide for insurance and fidelity bonding.
  5. It shall use common policies with other synodwide corporate entities whenever possible.
  6. It shall establish and monitor long- and short-range plans and operating and capital budgets to carry out such plans in accord with the objectives of the Synod and its convention resolutions.
  7. It shall reply to inquiries and suggestions from the Synod’s Board of Directors relative to its operations and activities. If the governing board and the Synod’s Board of Directors do not reach an accord on such suggestions, the matter may be brought by the Synod’s Board of Directors to the Synod in convention for a decision.
  8. It shall be accountable to the Synod in convention for the discharge of its assigned duties and shall submit a report relative thereto for inclusion in the Convention Workbook.
  9. It shall be accountable to the President of the Synod for doctrinal faithfulness.
  10. It shall respond to any questions asked by the President of the Synod as he carries out his constitutional duties.

3.6.1.7The governing instruments of a synodwide corporate entity shall be in conformity with the Synod’s Constitution, Bylaws, and applicable resolutions of the Synod in convention.

  1. Before becoming effective, such governing instruments, and any amendments thereto, shall be reviewed and approved by the Board of Directors of the Synod and the Commission on Constitutional Matters.
  2. A negative decision by either of these two bodies may be appealed to the Synod in convention, which retains the right on its own initiative to require amendments to such governing instruments.
  3. A copy of the current governing instruments of each synodwide corporate entity shall be filed with the Secretary of the Synod.
  4. A copy of its current governing instrument shall be made available by a synodwide corporate entity to any member of the Synod upon request.

3.6.1.8Each synodwide corporate entity shall provide in its governing instruments

  1. a provision that every member of the governing board shall be a member of a congregation that is a member of the Synod;
  2. a provision that it is a component part of the Synod, is subject to the Constitution, Bylaws, and resolutions of the Synod, and its governing instruments are subordinate to the Constitution and Bylaws of the Synod;
  3. 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, if any, who are appointed by the Board of Directors of the Synod; and
  4. a provision that upon dissolution of a synodwide corporate entity, its remaining assets shall be transferred to the Synod. Any amendment to this provision shall require the affirmative vote of the Synod in convention.

3.6.1.9Dissolution of a synodwide corporate entity shall require the approval of the Synod in convention or the Board of Directors of the Synod.

Concordia Historical Institute

3.6.2Concordia Historical Institute, a corporation, shall be the official Department of Archives and History of the Synod.

3.6.2.1Membership in the Concordia Historical Institute is defined in the articles of incorporation and bylaws of the institute.

3.6.2.1.1The Board of Governors of Concordia Historical Institute shall have nine members:

  1. The Secretary of the Synod
  2. Five members who shall be chosen by the membership of the institute
  3. Three members who are elected by the Synod in convention, two of whom shall be ordained ministers

3.6.2.1.2Members of the Board of Governors of Concordia Historical Institute may not serve more than two successive six-year terms, except the Secretary of the Synod who may serve unlimited terms.

3.6.2.2Concordia Historical Institute shall promote interest in the history of Lutheranism in America, particularly of The Lutheran Church—Missouri Synod.

3.6.2.2.1Concordia Historical Institute shall serve as an advisory and correlating agency for historical interests within the Synod and shall collect and preserve articles of historical value.

  1. Congregations permanently disbanding (not merging) are urged to transfer all of their records, such as registers of official acts, minutes, and other historical materials, to the institute.
  2. All records created by officers of the Synod, boards, commissions, committees, task forces, and other agencies owned or controlled by the Synod are the property of the Synod and may be disposed of only under procedures and guidelines established by the Department of Archives and History and supervised by it.
  3. The President, vice-presidents, Secretary, and Chief Financial Officer; the Board of Directors of The Lutheran Church—Missouri Synod and its officers and staff; the Council of Presidents; and all other boards, commissions, committees, and other agencies of the Synod shall transfer correspondence, records, minutes, reports, and other files from their respective offices to the archives when they are no longer of current operational value.
  4. The records of retiring officers (President, First Vice-President, and Secretary) not needed by their successors shall be transferred to the Department of Archives and History within six months after they leave office. Such transfer shall be done under the auspices of the Department of Archives and History’s staff and in consultation with the successor in the office.
  5. Such minutes, files, records, and reports shall ordinarily be transferred to the archives at the expiration of not more than 15 years after their creation unless such records are still currently being used by the officer or board. If the latter is the case, this shall be reported to the archives.
  6. Temporary committees, task forces, and other entities or agencies serving the Synod shall immediately on their dissolution transfer to the archives all of their files containing the correspondence, records, minutes, and reports relating to their work.
  7. Institutions, organizations, and agencies related to the Synod or to any of its structure or work that are disbanding permanently are urged to transfer their files, correspondence, records, reports, and other historical materials to the archives.
  8. All auxiliary agencies and interchurch councils and structures related to the Synod or in which the Synod holds membership shall file copies of all official documents, including articles of incorporation, constitutions, bylaws, convention proceedings, official publications, minutes, and other materials, with the archives on a regular basis.

3.6.2.2.2Concordia Historical Institute shall stimulate historical research, publish its results, and may, at its discretion, serve as the official depository for such other groups as designate the institute as their depository.

3.6.2.2.3Concordia Historical Institute shall provide guidelines for the establishment of an archive-historical unit by each district, seminary, college, and university and other agencies of the Synod.

  1. Copies of official documents of the districts such as articles of incorporation, constitutions, bylaws, convention proceedings, and other official publications shall be filed in the archives of the Synod. Each district shall also establish the office of “Archivist-Historian” and pattern the responsibilities of the office after those of the archives of the Synod and encourage this officer to work in close relationship with the archives of the Synod.
  2. Colleges, universities, and seminaries of the Synod shall establish departments of archives and history for the preservation of their records and shall transfer bylaws, handbooks, minutes, and official publications to the archives of the Synod. The job description of the college or seminary archivist shall be patterned after that of the archivist of the Synod. Such archivist shall also be directed to work in close cooperation with the archives of the Synod.

Concordia Publishing House

3.6.3The purpose of Concordia Publishing House is to proclaim the Gospel of our Lord Jesus Christ. It shall serve the Synod and its agencies by developing, producing, marketing, and distributing products for use by members of the Synod, other Christians, and the public in general.

  1. It shall supply publishing and distribution services for the agencies of the Synod as required, unless this is deemed detrimental to the agency involved.
  2. It shall consult with representatives of other boards when materials are produced in concert with them.
  3. Unless otherwise instructed by the Synod, the Board of Directors of Concordia Publishing House shall determine what is to be published by the corporation.
  4. All materials of a religious or theological nature shall be approved through the Synod’s prescribed procedure for doctrinal review before publication.
  5. Surplus funds, when not needed in the operation of the publishing house and as determined by the Concordia Publishing House Board of Directors, may be ordered paid to The Lutheran Church—Missouri

Synod by the Concordia Publishing House Board of Directors at any

regular or special meeting.

3.6.3.1Concordia Publishing House shall be maintained and controlled by the Synod as a corporate entity organized under the laws of the State of Missouri and shall be operated by a board of directors consisting of:

  1. One ordained minister elected by the Synod in convention
  2. One commissioned minister elected by the Synod in convention
  3. Seven laypersons elected by the Synod in convention
  4. The President of the Synod or his representative from the clergy roster, who will serve as a voting member of the board
  5. The representative designated by the Board of Directors of the Synod, who will be a nonvoting member

3.6.3.2Board composition needs to reflect commitment to the mission of the church. Directors should have training and experience in diverse disciplines necessary for the operation of a publishing house, including product development and business management. The Lutheran Church Extension Fund—Missouri Synod

3.6.4The Lutheran Church Extension Fund—Missouri Synod, as established on June 15, 1978, as a corporate entity under the laws of the State of Missouri, is operated by its members and Board of Directors, in accordance with its

Articles of Incorporation and corporate Bylaws, to further the objectives

and duties of the church extension fund by providing financial resources and related services for ministry, witness, and outreach within the Synod and, as approved by the Synod Board of Directors, beyond the Synod: (1) to and within partner churches with which the Synod is in altar and pulpit fellowship; or (2) upon the recommendation of the President of Synod, to Lutheran entities formed and operating outside of the United States that assist in fulfilling the Synod’s ministry and mission objectives in foreign countries. It is formed to provide financial resources and related services for ministry, witness, and outreach of The Lutheran Church—Missouri Synod.* * 2023 Convention: Res. 9-10A, Proc. 211–12. (a) Any amendment to the Articles of Incorporation and the corporate Bylaws of the Lutheran Church Extension Fund—Missouri Synod as heretofore adopted shall be made by a two-thirds vote of the members of the Lutheran Church Extension Fund—Missouri Synod as set forth in its Articles of Incorporation and Bylaws. (b) Amendments shall be reported to the next convention of the Synod.

3.6.4.1The assets and liabilities of the Lutheran Church Extension Fund— Missouri Synod are separate and distinct from those of the Synod and its assets cannot be used to satisfy the liabilities and obligations of the Synod.

3.6.4.1.1In the event the Lutheran Church Extension Fund—Missouri Synod is ever dissolved, its net assets shall be distributed to The Lutheran Church— Missouri Synod or its successor.

3.6.4.2As established by its bylaws, the members of the Lutheran Church Extension Fund—Missouri Synod are divided into two classes.

3.6.4.2.1One class of members consists of the President of the Synod or his representative, the Chief Financial Officer of the Synod, and such additional members appointed by the Board of Directors of The Lutheran Church—Missouri Synod as shall equal one for each ten members of the other class of members.

3.6.4.2.2The second class of members consists of representatives of participating districts, the number determined according to the following formula, with any fraction rounded to the nearest whole number of a total number set by the bylaws of The Lutheran Church Extension Fund—Missouri Synod, with representation allotted proportionally to the districts according to the following formula, except that at least one representative shall be allotted to each district:* Baptized Members + Investments +

Investments

× 0.015 + 50,000 $10,000,000 Baptized Members + Fund Balance × 0.010 = Number of Members per District $100,000

3.6.4.3The 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 chosen by the members.
  3. The representative designated by the Board of Directors of the Synod shall also be a nonvoting member of the board.

3.6.4.3.1Directors elected by the members of the Lutheran Church Extension Fund—Missouri Synod may be removed by a two-thirds (2/3) majority * 2023 Convention: Res. 9-02 [D], Proc. 199. vote of the Board of Directors of the Lutheran Church Extension Fund— Missouri Synod at any time, for cause. A vacancy occurring in the position of a director elected by the members of the Lutheran Church Extension Fund—Missouri Synod shall be filled by the members of the Lutheran Church Extension Fund—Missouri Synod at any regular or special meeting, in accordance with its bylaws.

3.6.4.3.2All directors shall have an understanding of the church extension program and/or demonstrate an expertise in fields or areas closely related to church extension activities, such as knowledge of real estate, management, and financial planning.

3.6.4.4The Lutheran Church Extension Fund—Missouri Synod shall raise funds primarily through the issuance of corporate notes and other debt instruments.

3.6.4.4.1The assets of the Lutheran Church Extension Fund—Missouri Synod shall be used exclusively to provide financing and services for the acquisition of sites, for the construction of facilities, for the purchase of buildings and equipment, for operating expenses, for professional church worker education, for the residential housing needs of professional church workers, for promoting strategic ministry planning and assisting in capital campaigns; and for other purposes approved by its governing board and the Synod Board of Directors, which purposes shall be consistent with the ministry and mission of the Synod under policies approved by the Board of Directors of the Synod.*

3.6.4.4.2The assets of the Lutheran Church Extension Fund—Missouri Synod shall also be used exclusively to provide financing for its own operations and for distribution of operating results to its member districts, congregations, and corporate Synod, as determined by its governing board. The Lutheran Church—Missouri Synod Foundation

3.6.5The Lutheran Church—Missouri Synod Foundation shall provide investment management services for legacies, bequests, devises, endowments, annuity gifts, and other trust funds of the Synod and its agencies as established by the Foundation Bylaws.

3.6.5.1The Lutheran Church—Missouri Synod Foundation shall also provide such services to congregations, auxiliaries, recognized service organizations, and others under policies approved by its board of trustees.

3.6.5.1.1The Lutheran Church—Missouri Synod Foundation shall be maintained and controlled by the Synod as a corporate entity organized under the laws of the State of Missouri and shall be operated by a board of trustees responsible to the Synod, in accordance with the provisions of its Articles of Incorporation and corporate Bylaws. Any amendments to the Articles of Incorporation shall be subject to approval by the members of the Foundation.

3.6.5.1.2Since the Lutheran Church—Missouri Synod Foundation serves the entire Synod, no new foundations shall be established by its agencies without prior approval of the Board of Directors of The Lutheran Church—Missouri Synod. * 2023 Convention: Res. 9-10A, Proc. 211–12.

3.6.5.2The voting members of the Lutheran Church—Missouri Synod Foundation shall consist of two groups, one consisting of individuals appointed by the Board of Directors of The Lutheran Church—Missouri Synod and the other consisting of that number of individuals representing agencies or auxiliaries of The Lutheran Church—Missouri Synod as established by the Foundation Bylaws.

3.6.5.2.1The Board of Trustees of the Lutheran Church—Missouri Synod Foundation shall consist of:

  1. Two members elected by the Synod in convention (one ordained minister and one layperson)
  2. The chairman of the Board for National Mission or his representative from that board
  3. At least seven members appointed by the members, as provided in the Bylaws of the Foundation
  4. The President of the Synod or his representative
  5. The representative designated by the Board of Directors of the Synod as a nonvoting member The members of the Board of Trustees of the Lutheran Church—Missouri

Synod Foundation appointed by the voting members of the Lutheran

Church—Missouri Synod Foundation shall serve a maximum of four successive three-year terms.

3.6.5.2.2Trustees elected by the members of the Lutheran Church—Missouri Synod Foundation may be removed by a two-thirds majority vote of the Board of Trustees of the Lutheran Church—Missouri Synod Foundation at any time, for cause. Trustees elected by The Lutheran Church—Missouri Synod in convention may be removed by the Board of Directors of The Lutheran Church—Missouri Synod in accordance with the Bylaws of the Synod. A vacancy occurring in the position of a trustee elected by the members of the Lutheran Church—Missouri Synod Foundation shall be filled by the Members of the Lutheran Church—Missouri Synod Foundation at any regular or special meeting, in accordance with its bylaws. A vacancy occurring in the position of a trustee elected by The Lutheran Church— Missouri Synod in convention shall be filled by the Board of Directors of The Lutheran Church—Missouri Synod, in accordance with the Bylaws of the Synod.

3.6.5.2.3The Foundation Board of Trustees shall elect a president/chief executive.

  1. The board shall assemble the slate of candidates for this position in consultation and mutual concurrence with the President of the Synod.
  2. The chief executive of the Foundation shall give regular reports to the Board of Directors of the Synod.

3.6.5.3The Foundation shall devise synodwide programs of deferred giving, including legacies, bequests, devises, endowments, foundations, and other trusts for the advancement, promotion, endowment, and maintenance of the Synod and its districts, colleges, seminaries, and other agencies, and such other causes as may be designated by its board of trustees and the Board of Directors of The Lutheran Church—Missouri Synod.

  1. It shall provide estate-planning services, materials, and training events in accordance with applicable policies established by its board of trustees to assist estate-planning counselors throughout the Synod in consummating gifts.
  2. It shall maintain on a prioritized basis a current catalog of North American and worldwide missions and social ministry, higher education, and other projects that could be funded by gifts from individuals, congregations, and auxiliaries, and shall develop prospectuses for use by counselors in making all calls.
  3. It shall provide materials and conduct training events to assist both volunteer and salaried counselors throughout the Synod.

3.6.5.3.1The Foundation shall distribute designated funds in accordance with the contractual instructions of the donor. The distribution of undesignated funds shall be determined by its board of trustees in consultation with the Board of Directors of The Lutheran Church—Missouri Synod.

3.6.5.3.2The Foundation shall be audited annually by independent certified public accountants selected by its board of trustees.

  1. The audit report shall be made available upon request.
  2. The auditors shall also provide an annual letter commenting on the administrative and financial controls. Concordia University System*

3.6.6Concordia University System, as a nonprofit corporation under the laws of the State of Missouri, is operated by its members and board of directors in accordance with is incorporated as provided in its Articles of Incorporation and corporate Bylaws to further the objectives of higher education within the Synod. Any amendments to these Articles of Incorporation shall be subject to approval by the members. facilitate ecclesiastical visitation and affirmation of the Synod’s colleges and universities ( and following) and to assist with their cooperation and coordination. It shall seek to assist them with effective and accountable: • preparation of commissioned ministers for service in the Synod and of pre-seminary students for study at a Synod seminary; • raising up of Lutheran laypersons for lifelong, faithful service to Christ and the neighbor; and • robust, intentional engagement of all students with the faith taught and practiced, with application to their vocations in family, church, and state.

3.6.6.1The Board of Directors of the Concordia University System has authority with respect to the Synod’s colleges and universities. It shall have the overall responsibility to provide for the education of pre-seminary students, ministers of religion—commissioned, and others desiring a Christian liberal arts education by facilitating prior approval as set forth in for theology appointments to college/university faculties and by coordinating the activities of the Synod’s colleges and universities as a unified system of the Synod through their respective boards of regents.

3.6.6.2The members of Concordia University System shall consist of the Synod and the colleges and universities of the Synod. The Board of Directors of the Synod and the Council of Presidents of the Synod each shall appoint * 2023 Convention: Res. 7-04B [A], Proc. 172–76. delegates representing the Synod. The boards of regents of the colleges and universities of the Synod shall appoint delegates representing the colleges and universities. The numbers of delegates appointed by the Board of Directors of the Synod, the Council of Presidents, and the boards of regents shall be established by the Articles of Incorporation and Bylaws of Concordia University System.

3.6.6.1The Concordia University System Board of Directors shall: (a) define, after input from the Institution Advisory Council, and adopt the Lutheran Identity and Mission Outcomes Standards (“Standards,” ), which shall be the basis of Synod visitation of Synod colleges and universities, including each of their church worker preparation programs; and maintain policies governing, and supervise the performance of, such Synod visitation ( and following), which shall focus on support and accountability for maintaining and strengthening Lutheran identity. Consistent with the Standards, the Concordia University System shall ensure that each institution receives:

  1. regular ecclesiastical and fraternal counsel and encouragement through annual, informal visitation that involves free exchange among peers;
  2. in-depth ecclesiastical formal visitation and reporting (including affirmation, commendations, cautions, and recommendations for improvement; ) at least once every three years; (b) review and approve new implementations of and discontinuance, whether actual or constructive, of programs of study leading to professional church work in the interest of the institution(s) and the Synod; (c) facilitate, together with respective boards of regents, the processes of president selection () and prior approval for appointments to theology faculties of Synod colleges and universities (); (d) create and maintain a Model Operating Procedures Manual for Faculty and Administration Complaints and Appeal of Termination: Colleges and Universities, subject to approval by the Commission on Constitutional Matters, regarding the handling of faculty and staff complaints and dispute resolution by college/university boards of regents, to include notification of any relevant ecclesiastical supervisor, and monitor compliance with such; (e) monitor, inquire into, and report to the President of the Synod regarding the ongoing faithfulness of Synod’s colleges and universities to the doctrine, practice, and objectives of the Constitution of the Synod ( and III); (f) monitor—after input from the Office of National Mission; the Department of Rosters, Statistics, and Research Services; the Council of Presidents; and the Synod’s seminaries—and report to the Synod on the enrollment, graduation, placement, and retention rates in programs leading to candidacy for commissioned ministry or to seminary enrollment and advise the schools on the Synod’s worker needs and opportunities for coordination; (g) receive, revise, and recommend to conventions of the Synod for approval any proposals for creating, essentially revising, or renaming programs of study and certification for commissioned ministry; (h) in addition to providing its own report, review and respond in each Synod convention Workbook to a detailed triennial strategic report prepared by the Institution Advisory Council, summarizing the state of and outlook for church worker preparation and confessional Lutheran lay education, campus, and ethos; Assistive and coordinative roles: (i) assist the Synod and its colleges and universities in articulating and advancing the schools’ unified public confession and application of the church’s doctrine and practice, and, in coordination with the Board of Directors of the Synod, assist in advancing the common defense of their rights to the free exercise of our confession under the Constitution of the United States and other applicable laws; (j) develop and administer, on behalf of the Synod and subject to policies of the Board of Directors of the Synod, financial resources designated to assist the schools in their pursuit of the Standards, in strengthening of churchly identity, and in their achievement of mission outcomes; (k) regularly convene the college and university presidents and, as needed, other leadership to facilitate the schools’ coordination, cooperation, and consolidation of operations, in part or in whole, wherever prudent and practically feasible, while not itself assuming any operational or financial responsibility for such efforts; (l) after input from the President and Secretary of the Synod, the

Institution Advisory Council, and the boards of regents of Synod

colleges and universities, serve as a resource for the recruitment of highly and variously qualified potential regents, offering in nomination (e.g., as in [c]) and suggesting for appointment those suitably qualified; (m) serve as a resource for regents’ development of and mandatory training in governance skills, especially as they relate to the carrying out of the mission of the Synod’s colleges and universities within the mission of the church, and foster regents’ growth in aspects of governance related to the expectations of the Standards; (n) serve as a resource for the development of lists of potential teaching and administrative personnel; (o) together with districts, congregations, local boards of regents, and national efforts, promote student recruitment for both professional church work and lay higher education; and (p) participate with the Board of Directors, Council of Presidents, and respective board(s) of regents in determinations to consolidate, relocate, separate, or divest a college or university (– 3.10.6.5.2).

3.6.6.32The Board of Directors of Concordia University System shall be composed of nineten voting members and fivesix nonvoting members (no more than two members elected by the Synod shall be from the same district, and no voting member shall be a regent, executive, faculty member, or staff member, as defined in from a Lutheran institution of higher education may serve on the Board of Directors of Concordia University System as a voting member of a Synod college or university): Voting Members: 1. Two ministers of religion—ordained elected by the Synod 2. One minister of religion—commissioned elected by the Synod 3. Two laypersons elected by the Synod 4. ThreeFour laypersons appointed by the delegates of the members of Concordia University System elected members listed above, after consultation with the President of the Synod and the Institution Advisory Council; at least two of the four must have background experience in higher education administration or accreditation 5. The President of the Synod or his representative Nonvoting Advisory Members: 1. AOne district president appointed by the Council of Presidents 2. Up to two persons appointed One representative designated by the

Board of Directors of the Synod

3. One representative designated by the Commission on Theology and Church Relations 34. The Chief Mission Officer of the Synod or his representative 45. One university president appointed by the Concordia University System Advisory Council who is designated by, and is a member of, the Institution Advisory Council, and whose institution is in good standing, as defined in 6. One university board of regents chair who is designated by the Institution Advisory Council and whose institution is a college or university presently in good standing, as defined in . The advisory university president and university board of regents chair shall be drawn from different institutions. Neither the advisory university president nor the advisory board of regents chair shall participate in the work or the sessions of the board as they relate to the ecclesiastical visitation of any individual college or university.

3.6.6.2.1Persons elected or appointed to the Concordia University System Board of Directors should have demonstrated familiarity with and support of the institutions Synod colleges and universities, and shall strongly and demonstrably articulate and support the confession and doctrinal positions of the Synod, and shall possess have demonstrated a high degree of two or more of the following qualifications or background experiences: theological acumen, an advanced degree, experience in higher education administration, higher education accreditation, professional church worker education, administration of or legal counsel to complex organizations, finance, religious nonprofit law, higher education law, investments, technology, human resources, facilities management, or fund development or the strengthening of the mission of the Synod’s congregations and schools. The Chief Administrative Officer President of the Synod (or a designee) and the Secretary of the Synod (or a designee) shall review and verify that nominees are qualified to serve as stated above.

3.6.6.3The presidents (including interim presidents) of Synod’s colleges and universities in good standing shall, along with two nonvoting members designated by the Concordia University System Board of Directors, comprise the Concordia University System Institution Advisory Council. The Institution Advisory Council shall, as specified elsewhere in these bylaws and upon request, provide advice, consultation, and access to information as necessary to facilitate Concordia University System ecclesiastical review, on the Synod’s behalf, of the schools’ Lutheran identity and mission outcomes under the Standards ( [a] and 3.6.6.4)*. It shall also, as bylaws elsewhere specify and upon request, advise Concordia University System in its responsibilities as they relate to programs leading to candidacy for commissioned ministry and to seminary enrollment.

3.6.6.4In keeping with the objectives and the Constitution, Bylaws, and resolutions of the Synod, the Board of Directors of Concordia University System shall

  1. adopt, in consultation with the Concordia University System Advisory Council, coordinating policies, the system-wide strategic plan, and procedures for cooperative roles and responsibilities of the colleges and universities;
  2. together with boards of regents and the Board of Directors of the Synod, coordinate institutional planning and approve capital projects in relation to campus property-management agreements and changes to institutional master plans of the colleges and universities, upon recommendations of the boards of regents;
  3. review and approve new programs and manage peer review of programs in the interest of the institution(s) and the Synod;
  4. adopt criteria and standards for determining institutional viability of the colleges and universities, subject to approval by the Board of Directors of the Synod, and monitor compliance with these standards and criteria;
  5. adopt standards for ensuring curricular fidelity to the doctrine and practice of the Synod, and monitor compliance with these standards and criteria;
  6. together with districts, congregations, local boards of regents, and national efforts, assist congregations and districts in student recruitment for both professional church work and lay higher education;
  7. serve as a resource for the development of lists of potential teaching and administrative personnel;
  8. assist the President of the Synod in monitoring and promoting the ongoing faithfulness of Concordia University System colleges and universities to Article II of the Constitution of the Synod; and * Commission on Handbook: November 14, 2023.
  9. have authority, after receiving the consent of the Board of Directors of the Synod by its two-thirds vote and also the consent of one of: the appropriate board of regents by its two-thirds vote, the Council of

Presidents by its two-thirds vote or the Concordia University System

Board of Directors by its two-thirds vote, to consolidate, relocate, separate, or divest a college or university.

3.6.6.5The presidents and interim presidents of the Synod’s educational institutions shall comprise the Concordia University System Advisory Council, which shall: (a) in consultation with the Concordia University System Board of Directors (“the board”), be responsible for developing, executing, and assessing the long-term strategic direction and plan for Concordia University System, which focuses the mission of the institutions within the broad assignment of the Synod (b) assist the board in defining standards of viability, integrity, and theological fidelity of the curricula ( [d–e]) and in the development of policies and procedures as described in and 3.6.6.6; (c) coordinate collaborative development, by their respective institutions, of policies required by ; (d) serve as a pool of experts to assist, upon the board’s request, in evaluating institutional viability, and regarding the consolidation, relocation, separation, divestiture, or closure of a college or university; (e) propose standards for ensuring curricular fidelity to the doctrine and practice of the Synod; (f) contribute to the board’s development of search criteria in the selection process for a president of Concordia University System; (g) upon the board’s request, contribute to campus transition reviews and recommendation of search criteria in the selection for a college/university president; (h) together with districts, congregations, local boards of regents, and national efforts, assist congregations and districts in student recruitment for both professional church work and lay higher education; and (i) serve as a resource for the development of lists of potential teachers and administrative personnel.

3.6.6.6The Board of Directors of Concordia University System shall, in consultation with the Concordia University System Advisory Council, adopt policies to assist and ensure that the boards of regents and campus administrators are:

  1. actively working to preserve their Lutheran identity by supporting the objectives of The Lutheran Church—Missouri Synod (Constitution Art. III) and complying with an emphasis on mission-focused leadership in service to church and community;
  2. delivering academic and student programs designed to give students Christ-centered values and tools that equip them for vocations within the church and world;
  3. preparing graduates for service as ministers of religion―commissioned and for continued study for service as ministers of religion—ordained for the Synod;
  4. implementing accepted higher education standards, including policies that ensure fiscal and institutional viability, by: • achieving positive annual financial results • acquiring quality administrators, faculty, and staff • meeting fiscal and academic benchmarks • building endowments and managing investment assets for the long-term benefit of the institutions • acquiring and managing long-term debt carefully and responsibly
  5. sustaining a Concordia experience that reflects strong institutional quality, provides opportunities to be of greater service to the church and society, and mobilizes individuals in a way that aids the campuses in achieving their collective vision with respect to their identity, quality, and viability; and
  6. maintaining accountability of its institutions to the system-wide board.

3.6.6.7The Concordia University System Board of Directors shall maintain in its policies a list of subject matters that each educational institution must address in its own policies and procedures, to include faculty appointments, employment contracts, contract renewal, contract termination, faculty organization, modified service, sabbaticals, and dispute resolution. Notwithstanding the provisions of any such policy, any person connected with an institution who is a member of the Synod shall also remain under the ecclesiastical supervision of the Synod, and nothing in any such Concordia University System institution policy shall be construed to limit or constrain any action that may be taken or the rights or responsibilities of any party, pursuant to the Synod Handbook with respect to a member of Synod.

3.6.6.8The Concordia University System shall maintain a Model Operating

Procedures Manual, in consultation with the Commission on Constitutional

Matters, regarding the handling of faculty complaints and dispute resolution by college/university boards of regents. Lutheran Identity and Mission Outcomes Standards, Ecclesiastical Visitation*

3.6.6.4The Concordia University System Board of Directors shall, after input from its Institution Advisory Council, define and adopt the Lutheran Identity and Mission Outcomes Standards (“Standards”), a regularly published policy document containing standards for ecclesiastical visitation and affirmation of institutions and of programs leading to candidacy for commissioned ministry or to preparedness for seminary study.

  1. The Standards shall express the Synod’s expectations for its college or university, including fidelity of campus curriculum and culture intended to propagate the faith, strong theology and campus ministry programs having positive and intentional interaction with the entire * 2023 Convention: Res. 7-04B [B], Proc. 176–80. faculty and student population and with all curricular programs, and success in preparation of church workers for the Synod and of Lutheran laypeople for distinctively faithful lives of service to church and neighbor and in conveying to all students a clear understanding of the essentials of the faith, generally and in specific relation to their particular vocations.
  2. The Standards shall be elaborated to support both formative and summative functions. They shall engender local development and provide for outside monitoring of formative processes, engaging all institutions fully in intentional and measurable programs intended to advance their expression of Lutheran identity and accomplishment of mission outcomes. They shall also enable the drawing of summative conclusions, concretely identifying strengths and weaknesses in institutions and programs, ultimately to provide clear rationale for decisions about continuation or termination of affirmation.
  3. In addition to the standards with institution-wide applicability, the Concordia University System shall develop and maintain supplemental program standards specific to each type of program intended to result in candidacy for one of the Synod’s categories of commissioned ministry or in preparedness for seminary study. Such program standards shall specify, for example, the instructional and practical curricular requirements expected to be satisfactorily completed prior to qualification for first call or for granting of credit by a seminary for pre-seminary studies. The Concordia University System shall develop pre-seminary curricular standards after input from the seminaries of the Synod.
  4. The Standards shall be made publicly available on the Synod’s website and as otherwise determined by Concordia University System.

3.6.6.4.1Synod colleges and universities shall undergo Synod visitation with respect to the Lutheran Identity and Mission Outcomes Standards, both comprehensively as institutions and with regard to the specific requirements of each implemented program intended to result in candidacy for one of the Synod’s categories of commissioned ministry or in preparedness for seminary study.

  1. Ordinarily each college or university shall receive a formal institutional and program visitation at least once in each Synod national convention cycle. These regular, formal visitations shall attend to both formative and summative elements, evaluating present performance relative to the Standards but also fostering, monitoring, and advancing initiatives in pursuit of the Standards. A focused review of a specific alleged breach of the Standards, however, may be initiated by Concordia University System at any time.
  2. Concordia University System may, if a regular or focused review finds that an institution or program is at risk of not fulfilling the Standards, place the institution or program under a notice of concern, which may, at Concordia University System’s option, be made public. Concordia University System may lift the notice at any time it determines the risk has been satisfactorily addressed.
  3. Concordia University System may, upon finding an institution to be in breach of the Standards, either on the basis of a regular visitation report or a focused review, place the institution on probation for up to a two-year period. If Concordia University System determines that substantial progress has been made and that verifiable plans and resources are in place to bring the institution into compliance, then Concordia University System may extend probation once for one year, but to no more than three years total. Concordia University System may lift the probation earlier if the institution is brought into compliance. An institution not in compliance at the conclusion of the probationary period is no longer affirmed by the Synod, can no longer declare graduates qualified for placement, and is no longer commended by Concordia University System to the church.
  4. Concordia University System may, upon finding a church work preparation program to be in breach of the Standards, either on the basis of a regular visitation report or of a focused review, place the program on probation for up to a one-year period. If Concordia University System determines that substantial progress has been made and that verifiable plans and resources are in place to bring the program into compliance, then Concordia University System may extend probation once for up to one year*, but to no more than two years total. Concordia University System may lift probation earlier if the program is brought into compliance. A program not in compliance at the conclusion of the probationary period is no longer affirmed by the Synod and therefore its graduates cannot be declared as qualified for initial placement and the program cannot be commended or acknowledged as a suitable program of pre-seminary preparation.
  5. An institution or program under probation has not lost affirmation but† is not “in good standing with the Synod” for purposes of these Bylaws.

3.6.6.4.2After input from its Institution Advisory Council, the Concordia University System Board of Directors shall implement and maintain policies governing, and shall supervise, the process of formal visitation for the Synod’s colleges and universities on the basis of the Lutheran Identity and Mission Outcomes Standards. (a) In preparation for visitation and affirmation review, each institution and church work program shall provide, on the basis of a thorough self-study, a written report evidencing compliance with the criteria and core components of the Standards, as evaluated by the stated measurable factors, as well as indicating any relevant explanatory factors and initiated or planned efforts to improve specific aspects of performance relative to the Standards. It shall especially address any issues noted in previous reviews or specifically requested by Concordia University System. The self-study shall be delivered to and reviewed by Concordia University System. (b) A visitation team, assembled by Concordia University System upon review of the self-study report or recommendation of its Institution * Commission on Handbook: November 14, 2023. † Commission on Handbook: November 14, 2023. Advisory Council, shall itself review the self-study report and then visit the institution, interacting with its board of regents, administration, faculty, campus ministry staff, and students. An effective visitation, with broad and unimpeded access to campus program information, policies, and personnel, shall be facilitated by the institution. Each implemented or proposed church work and pre-seminary program shall receive specific attention. (c) The visitation team shall prepare a report of its visit and associated findings, which it shall provide to Concordia University System and the institution within 60 days of the conclusion of the visit. After allowing 60 days for the institution to respond in writing to the team’s report, Concordia University System shall, with regard to the institution and each of its implemented or proposed church work programs:

  1. affirm without concerns; or
  2. affirm with concerns (notice); or
  3. place the institution or program on probation; or
  4. disaffirm, in the case of an initial application, or initiate withdrawal of affirmation; or
  5. initiate further investigation, with the same or a new visitation team. (d) The institution reviewed may within 30 days of being notified of Concordia University System’s visitation determination(s) submit a written appeal and/or response to Concordia University System’s determination. Once Concordia University System has, within 30 days of its receipt, considered and acted upon any such appeal, its determination is final and not subject to further appeal. (e) Within the above 30-day period for request of an appeal or within seven days of receipt of Concordia University System’s negative action on a requested appeal, an institution may state a corrective action plan and request Concordia University System, acting in its sole discretion, to grant a delay of up to six months in the publication of a negative visitation result to allow initiation of the plan. Concordia University System may at its option require a summary of the action plan, composed by the institution and approved by Concordia University System, to be published with any revised visitation outcome. (f) At the conclusion of the above, the visitation status of each institution and its programs, together with summary reports of visitation reviews, any imposition(s) of notice or probation, and any withdrawal(s) of affirmation, shall be timely made available to the Synod through a publicly accessible website. The information presented shall be of a depth and character that would allow members of the Synod to evaluate the churchly character, relative value, and mission effectiveness of each institution and program, and to understand concretely the steps being taken to improve the same. (g) Visitation teams, composed of members of member congregations of the Synod and assembled and organized by Concordia University System, shall include representation from peer boards of regents, administrations, and faculties, and a district president having ecclesiastical supervision of peer institution faculty, all with demonstrated excellence in advancing and achieving the Standards. They shall also include representation drawn from the member congregations and ministerium of the Synod and representative of their interests in the institutions. The Institution Advisory Council, the

Council of Presidents, the Board for National Mission, the Synod Board

of Directors, members of the Concordia University System Board of Directors, and President of the Synod may nominate visitors. Each visitation team will be constituted of not less than four members and not more than seven members.* (h) An institution receiving a visitation team shall be notified in advance of the membership of the team. Either the institution or any member of such a team may challenge the participation of any member on the basis of actual partiality or the appearance thereof. Concordia University System shall have in place a procedure for responding to any such challenge within 30 days. A finding by Concordia University System of actual partiality or the appearance thereof shall disqualify the member from participating in the visitation. Concordia University System may at its option replace any member so disqualified or continue with the reduced visitation team. (i) Concordia University System, with the assistance of its Institution Advisory Council, shall provide training for members of visitation teams, according to policies established by Concordia University System. (j) Direct costs of the visitation process shall be borne by the institution visited, regulated according to a schedule devised, after input from the Institution Advisory Council, and published triennially by Concordia University System.

Bylaw 3.7

Synodwide Trust Entities

3.7.1The synodwide trust entities of The Lutheran Church—Missouri Synod are collectively known as the Concordia Plans.

The Concordia Plans

3.7.1.1Concordia Plan Services is responsible for managing the benefit plans/trusts of The Lutheran Church—Missouri Synod, including the

Concordia Retirement Plan, Concordia Disability and Survivor Plan,

Concordia Health Plan, and Concordia Retirement Savings Plan, each of which is a separate trust operated under trust laws but collectively known as the Concordia Plans. (a) The “Concordia Retirement Plan for Ministers of Religion and Lay Workers of The Lutheran Church—Missouri Synod, Its Member Congregations, Controlled Organizations, and Affiliated Agencies” is the retirement plan adopted by the Board of Directors of The Lutheran Church—Missouri Synod pursuant to Res. 10-02 of the 45th convention of the Synod, as such plan has been heretofore or may hereafter be amended. The text of the plan, as amended from time to time, shall be published under the supervision of the Board of Trustees—Concordia Plans. (b) The “Concordia Health Plan for Ministers of Religion and Lay Workers of The Lutheran Church—Missouri Synod, Its Member * Commission on Handbook: November 14, 2023. Congregations, Controlled Organizations, and Affiliated Agencies” is the health plan adopted by the Board of Directors of The Lutheran Church—Missouri Synod pursuant to Res. 10-02 of the 45th convention of the Synod, as such plan has been heretofore or may hereafter be amended. The text of the plan, as amended from time to time, shall be published under the supervision of the Board of Trustees—Concordia Plans. (c) The “Concordia Disability and Survivor Plan for Ministers of Religion and Lay Workers of The Lutheran Church—Missouri Synod, Its Member Congregations, Controlled Organizations, and Affiliated Agencies” is the plan adopted by the Board of Directors of The Lutheran Church—Missouri Synod in accord with directives adopted at a prior convention of the Synod (Res. 10-02 of the 45th convention) to provide for surviving widows and children those benefits previously provided under the Concordia Retirement Plan. This Plan also provides for disability benefits for such workers. The text of the plan, as amended from time to time, shall be published under the supervision of the Board of Trustees—Concordia Plans. (d) The “Concordia Retirement Savings Plan” is the tax-sheltered annuity retirement savings plan adopted by the Board of Directors in August 2003, effective October 1, 2005, as such plan has been heretofore or may hereafter be amended. The text of the plan, as amended from time to time, shall be published under the supervision of the Board of Trustees—Concordia Plans. (e) The lists of ordained and commissioned ministers appearing on the official roster of the Synod shall be official lists for the purpose of the Board of Trustees—Concordia Plans. (f) National inter-Lutheran entities will be eligible to be “employers” under the Concordia Plans of the Synod unless the policies of such a plan preclude such organization as an eligible employer.

3.7.1.2Concordia Plan Services is also responsible for managing other ancillary programs, including various supplemental insurance and administration services programs and the Support Program.

  1. The Support Program of the Synod is not a trust but rather a program of financial assistance to those eligible ordained and commissioned ministers and their eligible dependents who are in financial need. This aid is in the form of a gift from the budgeted funds of the Synod. Eligibility standards shall be determined by the Board of Directors—Concordia Plan Services.
  2. There exists and may be added in the future various ancillary supplemental insurance and administration services that will be made available to member organizations and their employees. These programs are not trusts and will be under the supervision of the Board of Directors—Concordia Plan Services.

3.7.1.3The Board of Trustees of Concordia Plans and the Board of Directors of Concordia Plan Services shall consist of 16 members. The 15 voting members shall be appointed by the Board of Directors of the Synod. All newly appointed members shall begin service on the September 1 following appointment, except with an appointment to fill a vacancy, when service shall begin on the first day of the month in which the next regular meeting of members occurs after appointment. The representative designated by the Board of Directors of the Synod shall be the nonvoting member. Voting members shall be appointed to three-year terms, which shall not exceed four terms in a successive period. The 15 voting members shall include:

  1. Two ministers of religion—ordained
  2. One minister of religion—commissioned
  3. Twelve laypersons, at least five of whom shall be experienced in the design of employee benefit plans, at least five of whom shall be experienced in the management of benefit plan investments, and at least one of whom shall have significant financial/audit experience.

3.7.1.4The Board of Trustees—Concordia Plans and the Board of Directors— Concordia Plan Services shall have all general and incidental powers and duties appropriate for the performance of their functions. In addition, the Board of Trustees—Concordia Plans will have the powers and duties set forth in the respective plans, as amended from time to time. It may create or amend any plan within limits established by the Board of Directors of the Synod so long as such changes are reported to the Synod’s Board of Directors, since such power is finally vested in the Synod’s Board of Directors.

  1. When the Board of Trustees—Concordia Plans is carrying out its functions with respect to any such separate plan, it may be designated as the board of trustees of such separate plan.
  2. When the board is carrying out its functions generally, it may be designated as the “Board of Trustees—Concordia Plans of The Lutheran Church—Missouri Synod.”
  3. The board may, at its own discretion, make investment decisions or select and utilize investment counsel and select agents and actuaries.
  4. It shall design for the Board of Directors of The Lutheran Church— Missouri Synod’s approval benefit plans which compare favorably with other similar plans while meeting unique needs of the full-time church workers in the Synod.
  5. It shall provide copies of all audit reports to the Board of Directors of The Lutheran Church—Missouri Synod for information, advice, and counsel.
  6. It shall settle disputes which arise in enrollment in the plans and the payment of claims and benefits.

3.7.1.5The position of chief executive shall be filled according to the process outlined in .

Bylaw 3.8

Mission Boards and Offices

Mission Boards

3.8.1The mission boards of The Lutheran Church—Missouri Synod are the following:

  1. Board for National Mission
  2. Board for International Mission

Board for National Mission

3.8.2The Board for National Mission is charged with developing and determining policies for the coordination of and in support of district ministries which support congregations and schools ( [n]). These policies shall embrace and apply the mission and ministry emphases adopted by the national convention. Under the leadership of the President of the Synod, pursuant to , the board shall assist in identifying the specific goals for the Office of National Mission. Policies determined by the board (implemented by staff) may include but not be limited to: • strong national mission leadership • Lutheran school ministries and accreditation • human care and domestic mercy efforts • stewardship • evangelism • church planting and revitalization • youth ministry Upon recommendation of the Office of National Mission, the Board for National Mission shall serve as a calling agency for institutional and agency chaplains and other non-foreign specialized ministers (e.g., Veterans Administration chaplains, Bureau of Prison chaplains, hospital chaplains, pastoral counselors, and teachers of chaplaincy and pastoral counseling) after consultation with the appropriate district presidents(s) (cf. ).

3.8.2.1The Board for National Mission shall have oversight of the implementation of policies adopted by the board and implemented by the Office of National Mission for the coordination of and in support of district ministries which support congregations and schools. The board shall annually review and endorse the Office of National Mission strategic plan and review and provide input on the Office of National Mission annual budget proposal prior to its submission for approval by the Board of Directors.* The board shall be under the ecclesiastical supervision of the President of the Synod regarding doctrine and administration consistent with the President’s responsibility under Constitution Art. XI B 1–4 (also Constitution Art. XI B 7; –3.3.1.3) between conventions of the Synod and ultimately shall be responsible to the Synod in convention (Constitution Art. XI A 1– 2).

3.8.2.2The Board for National Mission shall, during the course of each triennium between national conventions of the Synod, work with the Board for International Mission to gather pertinent and sufficient information from the Synod’s members that will facilitate the boards’ assessment and evaluation of the effectiveness of the Synod’s triennial mission and ministry emphases, and shall develop accordingly a joint overture to the national convention for beneficial amendments thereto. The boards shall also provide a joint report in advance of the Synod’s district conventions, * 2023 Convention: Res. 9-04, Proc. 204. offering ideas and guidance for proposing triennial mission and ministry emphases to the national convention.

3.8.2.3The Board for National Mission shall comprise eleven members:

  1. Five laypersons and five individual members of the Synod (one of each from each region of the Synod) elected in the same manner as are regional members of the Board of Directors of the Synod ( and 3.12.2.8)
  2. The President of the Synod or his representative

Office of National Mission

3.8.2.4The Office of National Mission implements the policies of the Board for National Mission under the supervision of the Chief Mission Officer and shall be responsible for domestic ministries that especially serve congregations and schools through the districts of the Synod. Such district ministries may include but not be limited to: • Lutheran school ministries and accreditation • human care and domestic mercy efforts • stewardship • evangelism • church planting and revitalization • youth ministry

3.8.2.5In carrying out its mission responsibilities, the Office of National Mission shall receive its primary focus from the mission and ministry emphases developed triennially by the national Synod in convention and from the policies developed and determined by the Board for National Mission. Through the Chief Mission Officer, it shall also receive direction from the President of the Synod on all aspects of its responsibilities.

3.8.2.6The President’s supervisory responsibilities under Constitution Art. XI B and –3.3.1.3 will assure that the Office of National Mission incorporates the doctrine, mission, and vision of the Synod in its service to the Synod. All staff shall be responsible and accountable for their activities to the President of the Synod (Constitution Art. XI B 1–4) between conventions of the Synod and ultimately to the Synod in convention (Constitution Art. XI A 1–2).

3.8.2.7The staff of the Office of National Mission shall assume a coordinative role for ministry areas in response to directives from the Synod in convention or upon the request of two-thirds of the members of the Council of Presidents on behalf of the districts.

3.8.2.8The Office of National Mission shall be responsible for granting recognized service organization status to organizations providing services primarily within the United States that are independent of the Synod, engage in program activity that is in harmony with the programs of the Synod, and warrant recognition by the Synod according to section 6.2 of these Bylaws.

Board for International Mission

3.8.3The Board for International Mission is charged with developing and determining policies in support of mission and ministry in foreign countries for the Office of International Mission ( [n]). These policies shall embrace and apply the mission and ministry emphases adopted by the national convention. Under the leadership of the President of the Synod, pursuant to , the board shall assist in identifying the specific goals for the Office of International Mission. Policies determined by the board (implemented by staff) may include but not be limited to: • strong mission leadership • training of missionaries • ministry for all of the Synod’s military personnel • safeguarding the rights of partner churches • ministry for all civilians and their dependents overseas • international human care • liaison with the colleges, universities, and seminaries of the Synod • liaison with the chief ecumenical officer of the Synod • international schools

Upon the recommendation of the Office of International Mission, the board

shall serve as the only sending agency through which workers and funds are sent to the foreign mission areas of the Synod, including the calling, appointing, assigning, withdrawing, and releasing of missionaries (ministers of religion—ordained and ministers of religion— commissioned) and other workers for the ministries in foreign areas.

3.8.3.1The Board for International Mission shall have oversight of the implementation of policies adopted by the board and implemented by the Office of International Mission for the coordination of and in support of ministries of the Synod in foreign countries. The board shall annually review and endorse the Office of International Mission strategic plan and review and provide input on the Office of International Mission annual budget proposal prior to its submission for approval by the Board of Directors.* The board shall be under the ecclesiastical supervision of the President of the Synod regarding doctrine and administration consistent with the President’s responsibility under Constitution Art. XI B 1–4 (Constitution Art. XI B 7; –3.3.1.3) between conventions of the Synod and ultimately shall be responsible to the Synod in convention (Constitution Art. XI A 1–2).

3.8.3.2The Board for International Mission shall, during the course of each triennium between national conventions of the Synod, work with the Board for National Mission to gather pertinent and sufficient information from the Synod’s members that will facilitate the boards’ assessment and evaluation of the effectiveness of the Synod’s triennial mission and ministry emphases, and shall develop accordingly a joint overture to the national convention for beneficial amendments thereto. The boards shall also provide a joint report in advance of the Synod’s district conventions, offering ideas and guidance for proposing triennial mission and ministry emphases to the national convention.

3.8.3.3The Board for International Mission shall comprise eleven members: * 2023 Convention: Res. 9-04, Proc. 204. 1. Five laypersons and five individual members of the Synod (one of each from each region of the Synod) elected in the same manner as are regional members of the Board of Directors of the Synod (see Bylaws

3.12.1and 3.12.2.8) 2. The President of the Synod or his representative

Office of International Mission

3.8.3.4The Office of International Mission implements the policies of the Board for International Mission under the supervision of the Chief Mission Officer and shall be responsible for the work of the Synod in foreign countries. Such responsibilities may include but not be limited to: • placement and support of foreign missionaries • establishment and maintenance of international schools • coordination of international relief efforts • policy recommendations to the Board for International Mission • support and encouragement of international partner churches in conjunction with the office of the President

3.8.3.5In carrying out its mission responsibilities, the Office of International Mission shall receive its primary focus from the mission and ministry emphases developed triennially by the national Synod in convention and from the policies developed and determined by the Board for International Mission. Through the Chief Mission Officer, it shall also receive direction from the President of the Synod on all aspects of its responsibilities.

3.8.3.6The President’s supervisory responsibilities under Constitution Art. XI B and –3.3.1.3 will assure that the Office of International Mission incorporates the doctrine, mission, and vision of the Synod in its service to the Synod. All staff shall be responsible and accountable for their activities to the President of the Synod (Constitution Art. XI B 1–4) between conventions of the Synod and ultimately to the Synod in convention (Constitution Art. XI A 1–2).

3.8.3.7The Office of International Mission shall be responsible for granting recognized service organization status to organizations that provide services primarily outside of the United States, are independent of the Synod, engage in program activity that is in harmony with the programs of the Synod, and warrant recognition by the Synod according to section 6.2 of these Bylaws.

Bylaw 3.9

Commissions

3.9.1The commissions of The Lutheran Church—Missouri Synod are the following:

  1. Commission on Constitutional Matters
  2. Commission on Doctrinal Review
  3. Commission on Handbook
  4. Commission on Theology and Church Relations

Commission on Constitutional Matters

3.9.2The Commission on Constitutional Matters exists to interpret the Constitution, Bylaws, and resolutions of the Synod and ensure that the governing instruments of the Synod and its agencies are in accord with the Constitution and Bylaws of the Synod.

3.9.2.1The Commission on Constitutional Matters shall consist of six members, all voting:

  1. Three ministers of religion—ordained, whose terms shall be for six years renewable once
  2. Two attorneys, whose terms shall be for six years renewable once
  3. The Secretary of the Synod, who shall serve as the secretary of the commission

3.9.2.1.1The Commission on Constitutional Matters shall be appointed in the following manner: Other than the Secretary of the Synod, candidates shall be nominated only by the district boards of directors and shall be presented to the Council of Presidents through the Office of the Secretary.

  1. The Council of Presidents shall select five candidates for each vacant appointed position and present them through the office of the Secretary of the Synod to the President of the Synod.
  2. The President of the Synod, in consultation with the vice- presidents of the Synod, shall appoint the members of the commission from the list presented by the Council of Presidents.
  3. Thereafter, the appointments shall become effective upon ratification by a majority vote of the members of the Council of Presidents.
  4. Vacancies in appointed positions shall be filled by following the procedure set forth above.

3.9.2.2The Commission on Constitutional Matters shall interpret the Synod’s Constitution, Bylaws, and resolutions upon the written request of a member (congregation, ordained or commissioned minister), official, board, commission, panel, or agency of the Synod.

  1. A request for an opinion may be accompanied by a request for an appearance before the commission.
  2. The commission shall notify an officer or agency of the Synod if a request for an opinion involves an activity of that officer or agency and shall allow that officer or agency to submit in writing information regarding the matter(s) at issue.
  3. An opinion rendered by the commission shall be binding on the question decided unless and until it is overruled by a convention of the Synod. Overtures to a convention that seek to overrule an opinion of the commission shall support the proposed action with substantive rationale from the Constitution, Bylaws, and resolutions of the Synod. All such overtures shall be considered by the floor committee to which they have been assigned and shall be included in a specific report to the convention with recommendations for appropriate action. When an opinion pertains to business, legal, or property matters and the Board of Directors of the Synod concludes that such opinion of the commission is contrary to the laws of the State of Missouri, the board and the commission, or their respective representatives, shall meet jointly to discuss the issue(s) and seek resolution thereof. If agreement cannot be reached on whether the matter is governed by the laws of the state of Missouri, that question shall be presented to a five-member panel consisting of three hearing facilitators () chosen by blind draw by the Executive Director of Internal Audit of the Synod from the pool of hearing facilitators; one person appointed by the Commission on Constitutional Matters; and one person appointed by the Board of Directors. At least one of the hearing facilitators shall be an attorney, and the appointees of the commission and board shall not be members of the groups that appointed them. The decision of the panel in support of the Commission on Constitutional Matters or the Board of Directors shall be binding on the issue(s) unless and until it is overruled by a convention of the Synod.

3.9.2.2.1The Commission on Constitutional Matters shall examine all reports, overtures, and resolutions to the Synod asking for amendments to the Constitution and Bylaws of the Synod or which in any manner affect the Constitution and Bylaws, to determine their agreement in content and language with the Constitution and Bylaws of the Synod.

3.9.2.2.2The Commission on Constitutional Matters shall be represented at the meetings of national convention floor committees considering constitution and bylaw matters to ensure that they are in accord with the Constitution, Bylaws, and resolutions of the Synod.

3.9.2.2.3The Commission on Constitutional Matters shall examine the articles of incorporation, bylaws, and policy manuals of every agency of the Synod to ascertain whether they are in harmony with the Constitution, Bylaws, and resolutions of the Synod.

  1. Agencies intending to make amendments to articles of incorporation or bylaws shall make such intentions known and receive approval from the commission in advance.
  2. A district in convention may vote to amend its articles or bylaws provided the resolution is contingent on approval of the Commission on Constitutional Matters. The amended articles or bylaws become effective immediately upon, and only upon, approval of the Commission on Constitutional Matters. Should the Commission on Constitutional Matters not approve the adopted changes, the district Board of Directors may modify the amendments to comply with the Commission on Constitutional Matters requirements upon their two- thirds vote.
  3. The commission shall maintain a file of the articles of incorporation, bylaws, and policy manuals of all agencies of the Synod.

Commission on Doctrinal Review

3.9.3The Commission on Doctrinal Review exists to assist the President of the Synod in the exercise of his responsibility that all doctrinal content in its or any of its agencies’ materials be in accord with the Scripture and the Lutheran Confessions.

3.9.3.1The Commission on Doctrinal Review shall consist of five members appointed by the President of the Synod from the total number of doctrinal reviewers.

  1. The commission shall elect its own officers.
  2. The commission shall effect its own organization.

3.9.3.2The Commission on Doctrinal Review functions in accordance with and shall meet as often as necessary to provide guidelines for the work of doctrinal reviewers and to concern itself with problem areas in the procedures of doctrinal review and appeals.

Appeals Prior to Publication

3.9.3.2.1Appeals regarding materials not yet published may be initiated by an author, the sponsoring group, or an executive staff member of that group and submitted to the chairman of the Commission on Doctrinal Review. (a) Within seven business days after receipt of an appeal, the chairman of the Commission on Doctrinal Review shall inform all concerned and shall appoint three members of the commission to serve as a review panel and shall designate one as its chairman. A panel member shall disqualify himself on the basis of any kind of personal involvement in the issue. (b) The review panel shall provide a copy of the appeal to the author and the sponsoring group and invite them to provide a response to the appeal. All parties to the appeal shall be given 14 days to provide their response. (c) To aid objectivity, the identity of author and review panel shall ordinarily not be disclosed. However, consultation may at times be necessary for clarification. (d) In making its recommendation, the panel shall decide within 30 days whether the item in question

  1. is suitable for publication; or
  2. may be published after alteration; or
  3. may be published as a study document; or
  4. shall be denied publication. (e) The decision of the panel shall be determined by a majority vote and shall be final so far as the Commission on Doctrinal Review is concerned. A report together with the panel’s minutes shall be submitted to the chairman of the Commission on Doctrinal Review. (f) The chairman of the commission shall report the decision within seven business days to the author, the original reviewer(s), the sponsoring group, and the President of the Synod.

Appeals Following Publication

3.9.3.2.2A challenge to the doctrinal review certification of a published item may be initiated by any member of the Synod and shall be submitted in writing via mail or personal delivery to the chairman of the Commission on Doctrinal Review.

  1. In order for the Commission on Doctrinal Review to consider a challenge, the challenger is obliged to provide specific references demonstrating how the published item is not in agreement with Scripture and the Lutheran Confessions.
  2. After receipt of the challenge, the chairman of the commission shall within seven business days inform the President of the Synod, the sponsoring group, and, if applicable, Concordia Publishing House, shall appoint three members of the commission to serve as a review panel, and shall designate one as its chairman.
  3. The chairman of the Commission on Doctrinal Review shall provide a copy of the appeal to the President of the Synod, the sponsoring group, and, if applicable, Concordia Publishing House, and offer them the opportunity to respond to the appeal within 14 days from the date of notification.
  4. To aid in maintaining objectivity, the identity of the challenger and the identity of the panel will ordinarily not be disclosed. There shall be no publicity given to the appeal, nor an effort made to circularize the Synod on a pending appeal.
  5. The panel shall after reviewing the published material declare, within 45 days following the expiry of the 14-day response period provided in , whether the doctrinal review certification is affirmed or revoked based on whether the published material is in agreement with the Scriptures and the Lutheran Confessions.
  6. If the panel revokes the doctrinal review certification, it must identify the part(s) of the item in need of clarification, amplification, and/or deletion in order to bring into agreement with Scripture and the Lutheran Confessions, and withdraw the publication until such agreement is reached.
  7. The panel will appoint one of its members to be the doctrinal reviewer for the recycling of the revised material to assure the item’s agreement with Scripture and the Lutheran Confessions if republished.

Commission on Handbook

3.9.4The Commission on Handbook provides for the ongoing maintenance and management of the Handbook, that is, the Constitution, Bylaws, and Articles of Incorporation of the Synod. The commission shall meet as it deems necessary but at least two times per year to carry out its assigned responsibilities.

3.9.4.1The Commission on Handbook shall consist of eight members, five voting and three nonvoting:

  1. Of the five voting members, three shall be individual members of the Synod and two shall be attorneys. Terms of voting members shall be for six years, renewable once.
  2. The Chief Administrative Officer of the Synod, the Secretary of the

Synod, and an additional member of the Commission on Constitutional

Matters shall serve as advisory members.

3.9.4.1.1The five voting members of the Commission on Handbook shall be appointed in the following manner:

  1. Candidates shall be nominated only by district boards of directors and presented to the Council of Presidents through the office of the Secretary of the Synod.
  2. The Council of Presidents shall select five candidates for each vacant position and present them through the office of the Secretary of the Synod to the President of the Synod.
  3. The President of the Synod, in consultation with the vice- presidents of the Synod, shall appoint the members of the commission from the list presented by the Council of Presidents.
  4. Thereafter the appointments shall become effective upon ratification by a majority vote of the members of the Council of Presidents.
  5. Vacancies shall be filled by following the same procedure set forth above.

3.9.4.2The Commission on Handbook shall maintain the Handbook of the Synod.

  1. It shall assist convention floor committees when developing bylaw proposals asking for amendments to the Constitution, Bylaws, and Articles of Incorporation of the Synod or which in any manner affect the Constitution, Bylaws, and Articles of Incorporation to determine their agreement in language (terminology) with the current Handbook, thereby to maintain Handbook integrity and good order.
  2. In consultation with the Commission on Constitutional Matters, it shall revise the Handbook of the Synod immediately after each convention to bring it into harmony with the resolutions and changes adopted by the convention.
  3. It shall maintain a complete file of succeeding handbooks so that comparison can be made between current provisions and those preceding.
  4. It shall carry out assignments by conventions of the Synod relating to the Handbook.
  5. It shall respond to requests from agencies of the Synod to propose new provisions to address specific Handbook-related issues that surface between conventions. When responding to such requests, the role of the commission will be to assist requesting agencies in formulating bylaw changes and not to develop and/or advocate specific substantive solutions or modifications to existing Handbook provisions.

Commission on Theology and Church Relations

3.9.5The Commission on Theology and Church Relations exists to assist congregations in achieving the objectives of Article III 1 and 6 of the Constitution of the Synod and to assist the President of the Synod in matters of church relationships.

3.9.5.1The Commission on Theology and Church Relations shall consist of 16 voting and 4 advisory members: Voting Members:

  1. Two ordained ministers who are parish pastors
  2. One commissioned minister who is a parish teacher
  3. Two laypersons
  4. Two additional ordained ministers (one of whom shall be a district president)
  5. Two additional laypersons
  6. Four seminary faculty members
  7. Two additional members
  8. A member from the faculties of the colleges and universities of the

Synod

Nonvoting Advisory Members: 9. The President and the First Vice-President of the Synod 10. The presidents of the St. Louis and Fort Wayne seminaries

3.9.5.1.1The members of the Commission on Theology and Church Relations shall be selected as follows:

  1. The two parish pastors, the parish teacher, and two laypersons shall be elected by a convention of the Synod.
  2. The two additional ordained ministers and the two additional laypersons shall be elected by ballot by the Council of Presidents (as in #4 and #5 above).
  3. The St. Louis and Fort Wayne seminary theological faculties shall each appoint or elect two members of their faculties (as in #6 above).
  4. The two additional members (as in #7 above) shall be appointed by the President of the Synod, in consultation with the vice-presidents.
  5. The member from the faculties of the colleges and universities of the Synod shall be appointed by the President of the Synod.
  6. Vacancies that occur in the positions that were filled by appointment shall be filled by the same appointing body.
  7. In the case of vacancies that occur in positions that were filled by election of a national convention of the Synod, the appointing body shall be the Board of Directors of The Lutheran Church—Missouri Synod, which shall follow the nominating procedures for filling vacancies in board and commission positions elected by the Synod as outlined in the Bylaws of the Synod.

3.9.5.2The Commission on Theology and Church Relations shall assist the President of the Synod at his request in discharging his constitutional responsibilities for maintaining doctrinal unity within the Synod.

3.9.5.2.1The Commission on Theology and Church Relations shall provide guidance to the Synod in matters of theology and church relations.

  1. It shall bring matters of theology and church relations through special studies and documents to the membership of the Synod and to conferences.
  2. It shall refer theological issues and questions to the proper individuals or groups of individuals for additional study.
  3. It shall suggest and provide studies of contemporary issues, including also current social issues, as they affect the church and as the church may affect such social issues.
  4. It shall foster and provide for ongoing theological education through institutes, seminars, and other means.
  5. It shall obtain and study theological treatises, conference papers, and similar documents and studies.

3.9.5.2.2The Commission on Theology and Church Relations shall assist the President of the Synod at his request in discharging his constitutional responsibilities for maintaining doctrinal integrity as he relates to other church bodies.

  1. It shall address itself to and evaluate existing fellowship relations for the purpose of mutual admonition and encouragement.
  2. It shall address itself to potential fellowship and/or partner church relations as follows: (1) When a church body applies for formal Formal recognition of altar and pulpit fellowship withbetween the Synod and another church body, such recognition shall be proposed at a convention of the Synod only after the approval of the commission. (c2) When a Formal recognition of altar and pulpit fellowship between the Synod and a small, formative, emerging confessional Lutheran church body (identified as such by the President of the Synod as chief ecumenical officer) requests recognition of altar and pulpit fellowship with the Synod, after may be declared by the Synod President only after the approval of the commission and consultation with the Praesidium and approval by the commission, such. Such recognition may be declared by the President of the Synod shall be subject to the endorsement of the subsequent Synod convention. (d3) When a Formal recognition of a mission of the Synod applies for formal recognition as a self-governing partner church, such recognition shall be proposed at a* convention of the Synod by the Board for International Mission withafter the approval of the commission.(e) When an entity (e.g., a district, mission, group of congregations, etc.) of a self-governing partner church is established as an independent church body in altar and pulpit fellowship with that partner church body, and subsequently requests recognition of altar and pulpit fellowship with Synod, such recognition may be declared by the President of Synod, after consultation with the Praesidium and approval by the commission, subject to the endorsement of the subsequent Synod convention.†

3.9.5.2.3The executive committee of the commission shall, within 30 days, provide opinions on theological matters in response to questions presented by ecclesiastical supervisors or panels as described in the dispute resolution and suspension/expulsion processes of the Synod (Bylaw sections 1.10 and 2.14–2.17). Because these opinions are in response to a specific question, they shall carry no precedential authority beyond that particular matter.

3.9.5.3The Commission on Theology and Church Relations shall operate under the human resources policies of the Synod as provided by the Board of Directors of the Synod, in accordance with . * Commission on Handbook: November 14, 2023. † 2023 Convention: Res. 5-06, Proc. 149–50.

3.9.5.3.1The commission may create an executive director position and fill it in accordance with the Bylaws of the Synod and the human resources policies of corporate Synod.

  1. The executive director shall serve at the pleasure of the commission.
    1. The slate of candidates for the initial appointment of the executive director shall be selected by the commission in consultation with and with the mutual concurrence of the President of the Synod.
    2. In the event of a vacancy, the commission and the President of the Synod shall act expeditiously to fill the vacancy. This commission shall present its list of candidates to the President.
    3. The commission shall conduct an annual review of its executive director and, before the expiration of five years, conduct a comprehensive review.
    4. At the conclusion of each five-year period, the appointment shall terminate unless the commission takes specific action to continue the person in the office, each subsequent term not to exceed five years.
  2. Any interim executive director appointment by the commission shall follow a process similar to the initial appointment of the executive director.
    1. Such interim appointee must be approved by the President of the Synod, and may not serve more than 18 months without the concurrence of the President of the Synod.
    2. Such interim appointee shall be ineligible to serve on a permanent basis without the concurrence of the President of the Synod.
  3. The executive director of the commission shall normally attend all meetings of the commission except when his own position is being considered.
  4. The commission may create and fill other staff positions in accordance with the human resources policies of corporate Synod adopted pursuant to . Such staff may attend meetings of the commission upon request of the commission.

Fraternal and Other Organizations

3.9.5.4The Commission on Theology and Church Relations shall assist congregations and ordained and commissioned ministers of religion in fulfilling their commitment to witness publicly and privately to the one and only Gospel set forth in the Holy Scriptures specifically as they carry out their responsibilities relating to membership in societies, lodges, cults, or any organizations of an unchristian or anti-Christian character to which the Synod has declared itself firmly opposed.

  1. It shall provide information and counsel concerning organizations, philosophies, and world-views about which ordained or commissioned ministers and congregations may make inquiry relative to objectives, tenets, programs, practices, or ceremonies.
  2. It shall seek to explain the Synod’s concerns to any organizations that are involved in religion and have unchristian or anti-Christian features, with the goal of persuading them to abandon such features.
  3. It shall prepare and disseminate periodic reports concerning new organizations, philosophies, and worldviews, changes within existing agencies, and developments relative to the world religious scene in general.
  4. It shall serve as the resource center for the Synod with reference to information on religious agencies and worldviews, publish study materials, and assist pastors and congregations in providing counsel.

3.9.5.4.1The Commission on Theology and Church Relations shall assist the pastors and congregations of the Synod in carrying out the policy of the Synod regarding fraternal organizations as set forth in the following guidelines.

  1. Pastors and congregations alike must avoid membership or participation in any organization that in its objectives, ceremonies, or practices is inimical to the Gospel of Jesus Christ or the faith and life of the Christian church. It is the solemn, sacred, and God-given duty of every pastor properly to instruct his people concerning the sinfulness of all organizations that
    1. explicitly or implicitly deny the Holy Trinity, the deity of Christ, or the vicarious atonement;
    2. promise spiritual light apart from that revealed in the Holy Scripture;
    3. attach spiritual or eternal rewards to the works or virtues of men; and/or
    4. embrace ideologies or principles that clearly violate an express teaching of the Holy Scriptures concerning the relationships of men to one another.
  2. The responsibility of diligent and conscientious pastoral care requires that pastors of the Synod do not administer Holy Communion to nor admit to communicant membership members of such organizations who, after thorough instruction, refuse to sever their affiliation with such organizations, since Holy Communion expresses an exclusive spiritual relationship of the communicant to his Lord and to his brethren (; ; ). Earnest, continuous efforts should be put forth to bring individuals to a clear- cut decision regarding their contradictory confessions, in order that they may become or remain communicant members of the congregation, as the case may be.
  3. The responsibility of conscientious pastoral care recognizes that a pastor will occasionally encounter an exceptional case in which he is called on to administer Holy Communion to a person who is outwardly connected with such an organization. Such exceptional cases ordinarily involve an individual who
    1. has accepted the pastoral care of the congregation and is being instructed by its pastor in an effort to lead that person to see the inconsistency of contradictory confession and witness; and
    2. has renounced to the pastor and/or church council the unchristian or anti-Christian character of the organization in which membership is held.
  4. In such exceptional cases the pastor should consult with his brethren in the ministry or with officials of the Synod, as the case may require. He should, furthermore, beware of procrastination and the giving of offense to members of either the congregation or sister congregations.
  5. The Synod instructs its officials to exercise vigilant care and urges all pastors and congregations to carry out these provisions and faithfully eradicate all compromise or negation of the Gospel through members’ identification with objectionable organizations. It shall be the duty of every member, pastor, and especially officials of the Synod to admonish those pastors and congregations that fail to offer counter testimony and take decisive action in matters pertaining to this subject. Refusal to heed brotherly admonition shall lead to suspension and eventual expulsion from the Synod.

Bylaw 3.10

Other Councils, Committees, and Boards

A. Council of Presidents

3.10.1The President, the First Vice-President, the regional vice-presidents, and the district presidents shall comprise the Council of Presidents.

3.10.1.1The council shall meet three times each year and in addition at the call of the President or at the request of one-third of the Council of Presidents.

3.10.1.2The Council of Presidents shall provide opportunity for the President of the Synod to advise and counsel his representatives in the regions and districts and for the regional vice-presidents and district presidents in turn to give counsel to the President. The Council of Presidents also exists to provide opportunity for the presidents of the districts and the Praesidium of the Synod to counsel with one another on matters regarding the doctrine and administration of the Synod, its regions, and its districts, and to edify and support one another in the work they share.

3.10.1.3The Council of Presidents shall serve as the Board of Assignments of the Synod. It shall assign first calls to candidates for the offices of ordained and commissioned ministers. The Council of Presidents may in its policies delegate authority for interim placement (between its regular meetings) to a committee of its own members or the chairman of that committee.

3.10.1.4The Council of Presidents shall carry out such assignments as the Synod in convention may give to the council from time to time. B. Colloquy Committee for the Pastoral Ministry

3.10.2The Colloquy Committee for the Pastoral Ministry shall be responsible for the reception and processing of applications for individual membership in the Synod through colloquy.

3.10.2.1The Colloquy Committee for the Pastoral Ministry shall consist of the First Vice-President of the Synod as chairman, a district president appointed by the Council of Presidents, and the presidents of the seminaries or their representatives.

3.10.2.2The Colloquy Committee for the Pastoral Ministry shall establish and monitor academic, theological, and personal standards for admission to the office of the pastoral ministry by colloquy after consultation with the faculties of the seminaries.

  1. In consultation with the President of the Synod, it shall develop all necessary policies to govern eligibility and the process to be followed to determine qualifications and suitability for pastoral service in the Synod.
  2. Decisions to declare applicants qualified for the pastoral ministry and to certify for placement shall be at the sole discretion of the committee.
  3. Every applicant whom the committee declares qualified shall be assigned his first call by the Council of Presidents acting as the Board of Assignments.

3.10.2.3Applicants for the ordained ministry recommended by the respective district president who are eligible for colloquy under the Colloquy Committee’s published policies may make application to the committee. Other applicants for the ordained ministry, such as Ministers of Religion— Commissioned, laymen of a special ethnic or linguistic group, and laymen who have fulfilled at least ten years of significant service in a congregation, may make application to a seminary for the Residential Alternate Route or any other appropriate program.

3.10.2.4The LCMS laymen and commissioned ministers who receive a Master of Divinity or equivalent degree from a non-LCMS seminary may seek certification for call and placement in the Synod by participating in the

Residential Alternate Route program of one of the seminaries of the Synod,

if otherwise eligible for admission to the seminary complete a program of study leading to ordination or its equivalent at a non-LCMS seminary are not eligible for colloquy on that basis.*

3.10.2.5All men desiring the ordained ministry who do not meet the eligibility requirements of the foregoing bylaws shall be directed to the seminaries for consideration in other programs. C. Colloquy Committee for Commissioned Ministry†

3.10.3Commissioned ministry colloquy programs prepare men and women who are currently serving in ministry roles for membership in the Synod.

  1. Colloquy programs ensure that those who seek to join the Synod have been educated in theology, have become oriented to service to the Synod, and have demonstrated the spiritual and professional attributes that the Synod expects of its members.
  2. Qualified applicants are those who are competent workers in the field for which they seek colloquy.
  3. Every applicant declared qualified shall be assigned his/her first call by the Council of Presidents acting as the Board of Assignments.

3.10.3.1The Colloquy Committee for Commissioned Ministry shall consist of the First Vice-President of the Synod as chairman, a representative of * 2023 Convention: Res. 6-05, Proc. 164 † 2023 Convention: Res. 7-04B [B], Proc. 176–80. Concordia University System, and two college/university presidents of affirmed colleges or universities of the Synod that operate a program or programs that are affirmed by the Synod to qualify graduates for commissioned ministry appointed by the President of the Synod, two Concordia University System and three faculty members of the same, who are involved in colloquy appointed by the president of Concordia University System, and one representative from CUEnet.

3.10.3.2The committee shall direct the Synod’s activity in matters of colloquies for commissioned ministers.

  1. The committee shall oversee maintain policies specifying, for each category of commissioned ministry at each college and university of the Synod, the prerequisites for colloquy application, required courses of study, and internship expectations.
  2. The committee shall also establish and monitor academic and theological standards for each of the colloquy programs. The committee shall consult the directors of the programs at the Synod’s colleges and universities Concordia University System and its Advisory Council when establishing or reviewing the standards.
  3. The committee shall render a report on the commissioned ministry colloquy activities to each convention of the Synod.

3.10.3.3The committee shall additionally facilitate the examination, remediation, and qualification for first call of suitable candidates from disaffirmed or discontinued programs applying under . D. Pastoral Formation Committee

3.10.4The Pastoral Formation Committee shall be responsible for ensuring that the Synod’s objective of training pastors is fulfilled consistently (Constitution Art. III 3).

3.10.4.1The committee shall recommend any new routes leading to ordination for approval by resolution of the Synod. Such a recommendation shall follow consultation with the two seminary boards of regents in their annual joint meeting.

3.10.4.2Seminaries will implement new routes to ordination only upon approval by resolution of the Synod.

3.10.4.3The committee shall review, assess, coordinate, support and make suggestions for improvement of all existing noncolloquy routes leading to ordination in the Synod, including seminary and pre-seminary education programs.

3.10.4.4The committee shall monitor and receive reports from all directors and committees charged with oversight of all routes to ordination (e.g., Specific Ministry Pastor Committee)* and shall foster coordination and collaboration among them.

3.10.4.5The committee shall consider the long term strategic direction of pastoral formation within the Synod and facilitate discussion of the same with the two seminary boards of regents in their annual joint meeting.

3.10.4.6The Pastoral Formation Committee shall comprise the following members: Voting Members: * Commission on Handbook: October 30, 2023. 1. The Chief Mission Officer of the Synod, chairman 2. The presidents of the seminaries Nonvoting Advisory Member:

The Executive Director of the Office of Pastoral Education

3.10.4.7The Pastoral Formation Committee shall meet at least once per year, and shall report on its work at the annual joint meeting of the two seminary boards of regents. Additional meetings shall be determined by the chairman in consultation with the committee members. E. Seminary Boards of Regents

3.10.5Each seminary of the Synod, with its president and faculty, shall be governed by a board of regents, subject to general policies set by the Synod.

3.10.5.1The board of regents of each theological seminary shall consider as one of its primary duties the defining and fulfilling of the mission of the seminary within the broad assignment of the Synod.

3.10.5.2The board of regents of each theological seminary shall consist of no more than thirteen members, all voting:

  1. Three ordained ministers, one commissioned minister, and three laypersons shall be elected by the convention of the Synod. Not more than two of the elected members shall be members of the same congregation.
  2. A vice-president of the Synod shall be designated by the President of the Synod.
  3. A district president other than the geographical district president shall be appointed by the Council of Presidents.
  4. Four members may be appointed as members by the board of regents. In order to achieve continuity, a plan of staggered terms for the appointed board members will be adopted by each board of regents. Elected and appointed seminary boards of regents members may serve a maximum of two consecutive six-year terms and must hold membership in a member congregation of the Synod. Appointed members may not vote on the appointment of other members of the board.

3.10.5.3Once annually, the two seminary boards of regents shall meet jointly on a seminary campus. Some of the meeting sessions shall be conducted jointly.

3.10.5.4Vacancies that occur on a seminary board of regents shall be filled in the following manner:

  1. If the vacancy occurs in a position that was previously filled by the board of regents, the board of regents shall be the appointing body.
  2. If the vacancy occurs in a position that had been filled by a national convention of the Synod, the Board of Directors of the Synod shall be the appointing body and shall follow the nomination procedure provided for filling vacancies in elected positions on boards and commissions of the Synod as outlined in .

3.10.5.5The board of regents of each theological seminary shall become familiar with and develop an understanding of pertinent policies, standards, and guidelines of the Synod.

  1. It shall develop details of policies and procedures for governance of the seminary.
  2. It shall participate in and coordinate institutional planning for the seminary.
  3. It shall review and approve new academic programs recommended by the administration and faculty after assessment of system policies in accordance with accreditation standards and guidelines and institutional interests and capacities.
  4. It shall review and approve the institutional budget.
  5. It shall approve institutional fiscal arrangements, develop the financial resources necessary to operate the seminary, and participate in its support program.
    1. Only the board of regents is authorized to establish a line of credit or to borrow for operating needs, subject to the policies of the Board of Directors of the Synod.
    2. All surplus institutional funds above an adequate working balance shall be deemed to be surplus and shall be deposited with the Chief Financial Officer of the Synod for investment. Earnings from such investments shall be credited to the depositing seminary.*
  6. It shall establish appropriate policies for institutional student aid.
  7. It shall participate fully in the procedures for the selection and regular review of the president of the seminary and of the major administrators; approve of the appointment of faculty members who meet the qualifications of their positions; approve sabbatical and study leaves; and encourage faculty development and research.
  8. It shall take the leadership in assuring the preservation and improvement of the assets of the seminary and see to the acquisition, management, use, and disposal of the properties and equipment of the seminary within the guidelines set by the Board of Directors of The Lutheran Church—Missouri Synod.
  9. It shall operate and manage the seminary as the agent of the Synod, in which ownership is primarily vested and which exercises its ownership through the Board of Directors as custodian of the Synod’s property and the respective board of regents as the local governing body. Included in the operation and management are such responsibilities as these:
    1. Carrying out efficient business management through a business manager appointed on recommendation of the president of the seminary and responsible to him.
    2. Receiving of all gifts by deed, will, or otherwise made to the institution and managing the same, in accordance with the terms of the instrument creating such gift and in accordance with the policies of the board of regents.
    3. Demonstrating concern for the general welfare of the institutional staff members and other employees, adoption of * 2023 Convention: Res. 9-02 [E], Proc. 199–200. regulations governing off campus activities, development of policies regarding salary and wage scales, tenure, promotion, vacations, health examinations, dismissal, retirement, pension, and other employee welfare benefit provisions.
    4. Determining that the Charter, Articles of Incorporation, Constitution, and Bylaws of the seminary conform to and are consistent with those of the Synod.
    5. Serving as the governing body corporate of the seminary vested with all powers which its members may exercise in law either as directors, trustees, or members of the body corporate, unless in conflict with the laws of the domicile of the seminary or its Articles of Incorporation. In such event the board of regents shall have power to perform such acts as may be required by law to effect the corporate existence of the seminary.
    6. Establishing and placing a priority on the capital needs of the seminary and determining the plans for the maintenance and renovation of the buildings and property and purchase of needed equipment, but having no power by itself to close the seminary or to sell all or any part of the property which constitutes the main campus.
    7. Recognizing that the authority of the board of regents resides in the board as a whole and delegating the application of its policies and execution of its resolutions to the president of the seminary as its executive officer.
    8. Reviewing and approving the major policies of the seminary regarding student life and activities as developed by the faculty and recommended by the administration.
    9. Promoting the public relations of the seminary and developing the understanding and cooperation of its constituency.
    10. Requiring regular reports from the president of the seminary as the executive officer of the board and through him from other officers and staff members in order to make certain that the work of the seminary is carried out effectively.

Seminary Presidents

3.10.5.6The president of a theological seminary shall be the executive officer of the board of regents. He shall serve as the spiritual, academic, and administrative head of the seminary.

  1. He shall represent the seminary in its relations to the Synod and its officers and boards.
  2. He shall supervise, direct, and administer the affairs of the seminary and all its departments, pursuant to the rules and regulations of the Synod and its boards and agencies, and the policies of the board of regents.
  3. He shall bring to the attention of the board of regents matters that require consideration or decision and make pertinent recommendations.
  4. He shall be the academic head of the faculty, preside at its meetings, and be an ex officio member of all standing committees of the faculty and its departments.
  5. He shall periodically visit or cause to be visited the classes of professors and instructors, and in general secure conformity in teaching efficiency and subject matter to the standards and policies prescribed by the board of regents and by accrediting agencies.
  6. He shall advise and admonish in a fraternal spirit any member of the faculty found dilatory, neglectful, or exhibiting problems in his teaching. Should this action prove ineffective, he shall request selected members of the faculty privately to engage their colleague in further fraternal discussion. If this results in failure to correct or improve the situation, the president shall report the matter to the board of regents with his recommendation for action.
  7. He shall delegate or reassign one or more of his functions to a member of the faculty or staff, although standing administrative assignments shall be made by the board of regents upon his recommendation.
  8. He shall be responsible for the provision of spiritual care and nurture for every student.
  9. He shall carefully watch over the spiritual welfare, personal life, conduct, educational progress, and physical condition of the students and in general exercise such Christian discipline, instruction, and supervision as may be expected at a Christian seminary.
  10. He shall be responsible for the employment, direction, and supervision of all employees of the seminary.
  11. He shall be responsible for the business management of the school and for the proper operation and maintenance of grounds, buildings, and equipment.
  12. He shall make periodic and special financial reports to the board of regents.

3.10.5.6.1The president of each theological seminary shall serve a five-year renewable term of office under the terms set forth herewith under Bylaw

3.10.5.6.1(c), beginning with the date of his assumption of his responsibilities as president. (a) Each president shall relinquish academic tenure upon assumption of the presidency, and shall not be granted academic tenure during the time of presidential service. (b) The president and board of regents shall develop mutually agreed upon institutional goals and priorities that give direction to the individual as he carries out the duties of the office of the presidency. The board of regents will annually evaluate presidential effectiveness based on these goals and priorities. (c) Nine months prior to the end of each five-year term, the board of regents will conduct a formal review of the president’s effectiveness in the current term of office. The president shall then be eligible for another five-year term by majority action of the board of regents, voting with a ballot containing only the current president’s name.

  1. In addition to considering the evaluation report, the board of regents shall consult with the President of the Synod.
  2. The regents may consult with other boards, commissions, and councils of the Synod as they deem wise. (d) In the event that a president’s term is not renewed, the office of the president shall be considered vacant as of the end of the term of the incumbent. A president whose term is not renewed shall continue to receive full salary and benefits for six months excepting those benefits specifically associated with the office of the president. (e) When a president retires, the board of regents may continue the president’s full salary and benefits for six months excepting those benefits specifically associated with the office of the president.

3.10.5.6.2As soon as an impending vacancy in the office of president is known, the board of regents, with prior consent of the President of the Synod, shall issue in an official periodical of the Synod a call for the nomination of candidates for the presidency of the seminary. The call for nominations shall describe the office and qualifications desired to fill it.

  1. Candidates may be nominated by congregations of the Synod, the board of regents, and the faculty of the seminary.
  2. All nominations must be filed with the designee of the board of regents within 60 days of the date of its published request unless the request sets a later date.
    1. Persons nominated may decline to be candidates, and their names will be removed from the list of nominees.
    2. Nominees who allow themselves to be listed as candidates will be asked to pledge, if called, to render a decision within 15 days of receipt of the call, unless granted an extension by the board of regents.
    3. The designee of the board of regents shall publish in an official periodical of the Synod the names of the nominees who have permitted themselves to be candidates and the date on which the election is to be held, which shall not be less than 30 days after the date of the publication of the names of the candidates.
  3. All recommendations, statements of qualifications of any nominees, or objections to any nominee with reasons therefor, must be filed with the board of regents before the time fixed for the election. If a charge of false doctrine or offensive life is registered, the board of regents shall investigate and reach a decision on such charge before proceeding with the election.
  4. A search committee, in its first phase of activity, shall be composed of three full-time faculty members (elected by the faculty with one alternate), and three board of regents members (elected by the board with one alternate). The alternate members shall participate in all meetings but shall not vote while serving as alternates.
    1. The search committee shall make a written report of the needs of the seminary, the requirements of the Synod, and the required and desired qualifications of the nominees.
    2. This written report shall be shared with the electors.
  5. The search committee, in its second phase of activity, shall be composed of the original search committee, with the addition of three full-time faculty members (elected by the faculty).
    1. The search committee shall prepare reports on the credentials of the nominees. The board of regents shall make available to the search committee all information it receives regarding the candidates.
    2. The search committee shall submit to the electors a report of evaluations and recommendations regarding the candidates.
  6. Open forums shall be conducted with administrative staff, students, and other constituents as deemed essential by the search committee to gather extensive input to the process.
  7. The search committee shall prepare a list of at least five candidates that it recommends to the electors as the list from which the election slate is prepared.
  8. At a special meeting of the board of regents held to elect a president, there shall be present and voting as electors the members of the board of regents as a group with one vote (the district president on the board not voting with the board); the district president elected to the board or his official representative with a distinct vote; the chair of the Board of Directors of the Synod with one vote; and the President of the Synod or his official representative with one vote.
  9. At least two weeks before the election, the electors shall finalize the slate of nominees to be interviewed in the election meeting.
    1. The slate is fixed by a majority of the electors, with the members of the board of regents now voting as individuals.
    2. They may add names to the search committee’s list only from the officially published list of nominees, after consultation with the search committee.
    3. The entire board of regents (voting as individuals) shall participate, and the addition or deletion of names shall require a simple majority of all electors and board-of-regents members present. The search committee shall be available to answer questions regarding potential interviewees.
    4. If there are persons placed on the slate who were not on the search committee’s recommendation list, they shall complete all interviews and questionnaires prior to the election.
  10. The election shall be held on the day designated in the notice published in the official periodical of the Synod or as soon thereafter as feasible. The electors shall give due consideration to the recommendations and statements of qualifications and objections submitted on behalf of all nominees.
  11. The initial election of a president shall require three of four elector votes. If the electors are unable to finalize the slate or complete the election, they shall postpone the election and, if desirable, request the board of regents to issue a new call for nominations.
  12. The board of regents shall extend the formal call promptly after the election and submit its action to an official periodical of the Synod for publication.
  13. Whenever a call is declined, the chairman of the board of regents shall give notice in an official periodical of the Synod and shall promptly call another meeting of the electors, at which meeting the call may be reissued or another person may be elected from among the remaining candidates, or the board of regents may be requested by the electors to issue a new call for candidates.

Seminary Faculties

3.10.5.7The faculty of each theological seminary of the Synod shall consist of the president, the full-time faculty, and the part-time faculty.

  1. Part-time or temporary faculty members are distinguished by an appropriate prefix or suffix (“visiting, guest, adjunct, emeritus”).
  2. Part-time or temporary faculty members shall hold nonvoting membership on the faculty.

3.10.5.7.1At each theological seminary the president shall propose creation, modification, or abolition of administrative positions to the board of regents for its approval.

  1. The board of regents at each school shall maintain clear policies for filling and vacating administrative positions.
  2. Administrative appointments shall be made by the board of regents on recommendation by the president of the seminary.
  3. Each board of regents shall maintain a clear plan of succession of administration to assure that the seminary continues to function effectively in the case of incapacity or lengthy absence of the president.

3.10.5.7.2Each theological seminary shall have established policies and procedures related to appointments. There shall be two levels of faculty appointments: (1) Initial level, where the appointment can be terminated with no formal requirement for a show of cause; (2) continuing level, where termination requires a formal show of cause.

  1. Seminaries are free to decide for themselves what names to apply to these two levels of appointment.
  2. Each seminary normally shall have at least thirty-five percent of its full-time faculty serving at the continuing appointment level.
  3. Each seminary shall require specific action by the board of regents for promotion from an initial-level appointment to a continuing-level appointment.
  4. Standards or qualifications for moving a faculty member from initial-level appointment to continuing-level appointment shall be the following:
    1. The faculty member shall ordinarily have completed four to six years of creditable service (periods of leave are not included) as a member of the faculty of one or more educational institutions of the Synod, at least the last two years of which shall have been in the seminary currently served.
    2. The faculty members shall, as determined by their academic discipline, regularly continue to demonstrate scholarly achievement that may be institutionally funded as determined by the board of regents.
    3. The faculty member’s reputation, character, concern for students, and ability to honor leaders shall present a good reflection on the seminary and the church.
    4. The faculty member’s aptness to teach has been demonstrated by effective communication in the classroom.
  5. Steps in moving a faculty member from an initial-level appointment to a continuing-level appointment shall be the following: (1) If the board of regents, on recommendation of the president of the seminary, determines that a faculty member meets the above requirements and is still at the initial-level appointment, it shall either carry forward the procedure for promotion to a continuing- level appointment or inform the faculty member of its decision not to do so, in which case the individual either may continue at the initial-level appointment or be terminated. Any continuation of employment at the initial-level appointment shall be on a year-to- year basis.

Faculty

employment during the initial-level appointment period may be terminated without disclosure of cause. In cases in which the decision is made to terminate the individual’s contract, the contract shall be extended for at least six months beyond the time at which notice is given. If the board of regents does not take up the question of promotion to a continuing-level appointment at least nine months prior to the end of the sixth year of service, the faculty member may petition the board of regents to do so. (2) After final review the board of regents may promote to a continuing-level appointment status. (f) Promotion to continuing-level appointment status shall in no case be construed as requiring or indicating advancement in rank or increase in salary. (g) Other types of faculty appointments may be established by seminaries as the need arises.

3.10.5.7.3The board of regents on recommendation of the president of the seminary shall appoint all full-time members of the faculty.

  1. All initial appointments to seminary faculties shall require prior approval by a majority vote of the President of the Synod (or his designee), the chairman of the Council of Presidents (or his designee), and the chairman of the Board for National Mission (or his designee), and shall include a thorough theological review. The three voters shall be ordained. The process shall be facilitated by the Executive Director of Pastoral Education.
  2. The terms and conditions of every appointment shall be stated in writing and be in the possession of both the seminary and the prospective faculty member before the appointment is consummated. Limitations of academic freedom because of the religious and confessional nature and aims of the seminary shall be stated in writing at the time of the appointment and conveyed to the person being appointed.
  3. Ordinarily candidates for full-time teaching positions shall be rostered members of the Synod. When laypersons are employed in full- time teaching positions, they shall pledge to perform their duties in harmony with the Holy Scriptures as the inspired Word of God, the Lutheran Confessions, the Synod’s doctrinal statements, and the policies of the Synod.
  4. The board of regents may decline to renew an initial-level appointment of a faculty member at its discretion and without formal statement of cause. If reappointment to the teaching staff is not contemplated, the board of regents shall so notify the faculty member in writing through the president of the seminary at least six months prior to the expiration of the current appointment. Notice of non- reappointment shall be made at least 6 months before the expiration of an initial-level appointment of a faculty member.
  5. The board of regents shall maintain standards of good practice that provide uniform procedures for renewing faculty employment contracts.
  6. Each seminary shall state policies regarding faculty appointments, employment contracts, contract renewal, and contract termination for all employees.

3.10.5.7.4A formal procedure shall be in place to carry out performance reviews for all faculty on a regular basis to help faculty identify their strengths as well as areas in which improvement is needed (formative) and to provide the information needed to make a decision about future employment status (summative).

  1. Performance reviews shall be based on a set of clearly articulated criteria that are shared with faculty prior to their employment and current assignment.
  2. All faculty on initial-level appointments shall be reviewed at least triennially.
  3. All faculty on continuing-level appointments shall be reviewed at least every five years.
  4. The president of a seminary may call for a formal review of any faculty member at any time.
  5. The review shall involve input from peers.
  6. A written summary of the results of the review shall be prepared.
  7. The summary shall be shared with the faculty member involved and he/she shall be given an opportunity to respond.
  8. A final decision about any action to be taken as a result of the review shall be made by the board of regents of the seminary upon recommendation of the president of the seminary.
  9. An appeal process shall be in place for use by faculty members of a continuing-level appointment (those who already have been granted continuing-level appointment status) who wish to challenge a termination decision. The appeal may be about the substance of the decision or the procedures followed in reaching the decision.
  10. Faculty members with an initial-level appointment (who have no expectation of continued employment) shall not be entitled to an appeal process following (or prior to) a decision of non-retention. The only exception is that a faculty member with an initial-level appointment may ask the board of regents to assure that appropriate procedures were followed in reaching the decision.

3.10.5.7.5The only causes for which members of a faculty may be removed from office, other than honorable retirement, are

  1. professional incompetency including, but not limited to, the failure to meet the criteria identified in ;
  2. incapacity for the performance of duty;
  3. insubordination;
  4. neglect of or refusal to perform duties of office;
  5. conduct unbecoming a Christian; and
  6. advocacy of false doctrine (Constitution Art. II) or failure to honor and uphold the doctrinal position of the Synod as defined further in .

3.10.5.7.6The board of regents may decline to renew the appointment of a faculty member during an initial-level appointment period without a formal statement of cause.

3.10.5.7.6.1No member of the faculty on a continuing-level appointment or on an initial-level appointment except at the expiration of the term of appointment shall be removed from the faculty either by ecclesiastical authority or by the board of regents except for cause.

3.10.5.7.7Positions of initial-level appointment as well as continuing-level appointment faculty may be terminated by the board of regents under certain institutional conditions that do not reflect on the competency or faithfulness of the individual faculty member whose position is terminated. These conditions are the following:

  1. Discontinuance of an entire program;
  2. discontinuance of an entire division or department of a seminary;
  3. reduction of the size of staff in order to maintain financial viability in compliance with policies concerning fiscal viability; and
  4. discontinuance, merger, or consolidation of an entire seminary operation.
    1. In the event of termination of a faculty position by the board of regents, a minimum of six months advance notice to initial-level appointment faculty and 12 months advance notice to continuing-level appointment faculty must be provided the terminated faculty member in writing.
    2. The opportunity to serve the seminary in another capacity for which the terminated faculty member has credentials and qualifications shall be offered the terminated faculty member if such a vacancy exists at the time of termination or becomes available within two academic years.
    3. In identifying which specific faculty positions are to be discontinued or terminated, the board of regents shall follow the guidelines and procedures of that seminary’s reduction in force policy.
    4. A terminated position may not be filled subsequently by another person during the next two academic years without first offering the last previous incumbent who held the position with continuing-level appointment status the position at his or her last previous salary plus average annual salary increases provided to that faculty during the interim.

3.10.5.7.8A faculty member who is on a roster of the Synod is under the ecclesiastical supervision of the Synod. In the event a member is removed from membership in the Synod pursuant to procedure established in these bylaws, then that member is also considered removed from the position held and shall be terminated forthwith by the board of regents.

3.10.5.7.9The board of regents shall have authority to investigate, hear, and act on any complaint regarding the conduct of office of seminary faculty and administration, including those arising out of .

  1. If the board of regents receives a complaint against a member of that seminary’s faculty or administration concerning any matter, including those specified under , except in a matter of sexual misconduct or criminal behavior, it shall direct the complainant first to meet face-to-face with the respondent in an attempt to resolve the issue (in the manner described in ).
    1. The president of the seminary shall assist in this attempt.
    2. If the president himself is the respondent, the chairman of the board shall act in his stead.
  2. Should allegations involve information that could lead to the expulsion of the member from the Synod under Article XIII of the Constitution, the member’s ecclesiastical supervisor is to be informed immediately of the accusation ( and 2.17.3).
  3. If the complainant is of the opinion that such informal reconciliation efforts have failed and there is a wish to pursue the matter, the complainant shall prepare a written statement of the matter in dispute and a written statement setting forth, in detail, the efforts that have been made to achieve informal reconciliation and forward such statements to the board of regents and to the respondent.
  4. Within 21 days after receipt of the written statement of the matter in dispute, the respondent shall submit a written reply to the board of regents and the complainant. If the respondent fails to reply, the allegations of the statement of the matter in dispute shall be deemed accepted.
  5. Upon receipt of a reply from the respondent, or if no reply is received and the board of regents determines that all informal reconciliation efforts have failed, the board of regents shall form a review committee of five persons (), which shall be chosen as follows:
    1. Each party shall select one faculty member and one regent.
    2. The Secretary of the Synod shall select the fifth member by blind draw from the Synod’s roster of hearing facilitators, who shall serve as chairman.
    3. The selection shall be completed within one month of the date on which the board decides to form the review committee.
  6. If the board decides that the matter is of such a nature that the interests of the seminary will best be served, it may limit the activities of the respondent. It may do so by relieving the respondent of teaching and/or administrative duties pending final resolution of the conflict. However, contractual obligations of the seminary shall continue until the matter is resolved.
  7. The review committee shall proceed as follows:
    1. The committee shall hold its first hearing no later than 60 days after the last committee member has been appointed.
    2. The chairman of the committee shall notify the complainant and the respondent, at least 28 days in advance, of the date, time, and place of the said hearing.
    3. If any part of the dispute involves a specific question of doctrine or doctrinal application, each party shall have the right to an opinion from the Commission on Theology and Church Relations. If it involves questions of Constitution or Bylaw interpretation, each party shall have a right to an interpretation from the Commission on Constitutional Matters. The request for an opinion must be made through the review committee, which shall determine the wording of the question(s). The request for an opinion must be made within 30 days of the final formation of the review committee. If a party does not request such an opinion within the designated time, such a request may still be made to the review committee, which shall, at its discretion, determine whether the request shall be forwarded. The review committee shall also have the right, at any time, to request an opinion from the Commission on Theology and Church Relations or the Commission on Constitutional Matters. When an opinion has been requested, the time limitations will not apply until the opinion has been received by the parties to the matter. Any opinion received must be followed by the review committee.
    4. All hearings shall be private, attended only by the parties to the matter and the witnesses who can substantiate the facts relevant to the matter in dispute. The review committee shall follow the procedures set forth in the Standard Operating Procedures Manual for this bylaw to be followed in the hearing and shall establish the relevancy of evidence so that each party shall be given an opportunity to present fully its respective position. In performing its duty, the review committee shall continue efforts to reconcile the parties to the matter on the basis of Christian love and forgiveness. If a party is a board or commission of the Synod or its districts, it shall be represented by its chairman or a designated member.
    5. Within 60 days after completion of the final hearing, the review committee shall issue a written decision which shall state the facts determined by the committee and the reasons for its decision and forward them to the parties to the matter and the board of regents. The board of regents shall then take appropriate action, which shall be final.
  8. If the committee decides there is a valid complaint
    1. regarding matters under –(4), it may take whatever action it deems appropriate, including recommendation for termination of the employment contract;
    2. Regarding matters under –(6), if the member of the seminary’s faculty or administration is a member of the Synod, it must also refer the complaint to the district president, who shall follow the procedure set forth in Bylaw sections 2.14 or 2.17.
  9. At every stage of the above-described procedure, all parties to the matter must be furnished copies of all documents filed.
  10. Any decision made pursuant to shall be final and binding on the parties involved with no right of further appeal.
  11. In consultation with the Commission on Constitutional Matters, the boards of regents of the seminaries shall maintain and amend, as necessary, a Standard Operating Procedures Manual which shall serve as a comprehensive procedures manual for this bylaw.

3.10.5.7.10Each seminary shall have established policies and procedures related to salary, faculty organization, faculty involvement in establishing education policies, dispute resolution, modified service, sabbaticals and leaves. It shall also have policies and procedures related to student discipline.

  1. The salary schedules of all institutional employees shall be fixed by the board of regents on recommendation of the president of the seminary.
  2. The board of regents, on recommendation of the president of the seminary, shall establish an effective faculty organizational structure.
    1. The president or his designee shall preside at regular and special meetings.
    2. The faculty shall elect a secretary and provide for the election of committees, consisting of faculty members or of faculty members and other persons, who shall study, evaluate, and report to the faculty on policy matters affecting the academic activity of the seminary, the activity and welfare of the members of the faculty, and the life and welfare of the students.
  3. Each faculty shall recommend policy to the board of regents through the president for the admission, transfer, dismissal, or withdrawal of students, set the standards of scholarship to be maintained by students, determine criteria for graduation or failure, act on recommendations in the matter of granting certificates, diplomas, and such academic or honorary degrees as may lawfully be conferred by the seminary.
  4. Each faculty shall develop and construct curricula implementing the recognized and established purposes of the seminary and designed to attain the objectives of preparation for professional church workers and other Christian leaders approved by the Synod.
  5. Each faculty shall pursue the improvement of teaching and learning and the evaluation of their effectiveness in every segment of the seminary and its curriculum.
  6. Each faculty shall recommend policy to the board of regents through the president regarding out-of-class life and activity of its students so that the co-curricular and off- campus activities of the students contribute to the attainment of the educational objectives of the seminary. The faculty shall recommend such policies as will be conducive to the cultivation of a Christian deportment on the part of all students, will stimulate the creation of a cultured and academically challenging atmosphere on and about the whole campus, and will make a spiritually wholesome community life possible.
  7. Each faculty shall recommend policy to the board of regents through the president regarding the maintenance of wholesome conditions of faculty service and welfare.
  8. The faculty of each seminary, because it prepares professional workers directly for service in the Synod, shall conform its placement policies to the provisions for the distribution of candidates and workers through the Board of Assignments of the Synod.
    1. An academic year of supervised internship (vicarage) is required of all seminary students before graduation.
    2. Every vicar shall be assigned by the Council of Presidents, acting as the Board of Assignments.
  9. Controversies and disagreements among faculty members or other employees (other than those involving matters described in ) shall be submitted to the president of the seminary for mediation.
    1. If this proves unsuccessful, he shall report the matter to the board of regents for arbitration.
    2. After hearing the parties to the matter, the board will render its decision, which shall be final, without the right of appeal under the provisions of the dispute resolution process of the Synod.
    3. A record of the proceedings shall be filed with the President of the Synod.
  10. Faculty members may request early retirement under the applicable provisions of the Concordia Retirement Plan.
    1. Upon retirement, faculty members who are ordained or commissioned ministers of religion are retained on the emeritus roster of the Synod on the basis of and may, by action of the board of regents, be retained on the roster of their faculty as “emeriti” ().
    2. Service loads and the conditions of service after retirement shall be determined by the board of regents.
  11. Each seminary shall state policies regarding sabbaticals for faculty and leave-of-absence procedures for all employees within guidelines provided by the board of regents.
  12. Each board of regents, on recommendation of the president, shall adopt a comprehensive policy statement committing the school to the principles of Christian discipline, evangelical dealing, and good order governing the students individually and collectively.
    1. Each student shall be informed regarding the disciplinary policy and procedure and under what conditions and to whom an appeal from a disciplinary decision may be made.
    2. There shall be no right of appeal under the provisions of the dispute resolution process of the Synod. F. Concordia University System Boards of Regents*

3.10.6Each college and university of the Synod, with its president and faculty, shall be governed by a board of regents, subject to general policies set by the Synod, including those established by the Concordia University System. The board of regents governs the institution consistent with the institution’s mission, which expressly incorporates the institution’s commitment to conduct all of its affairs according to the Constitution, Bylaws, and resolutions of the Synod and policies of the Synod’s Board of Directors. The board of regents shall have no authority to and shall never exercise any power contrary to the Constitution, Bylaws, or resolutions of the Synod.

3.10.6.1In exercising its relationship to the Synod and to the Concordia University System as set forth elsewhere under and following, the board of regents of each institution shall consider as one of its primary duties the defining and fulfilling of the mission of the institution within the broad assignment of the Synod.In fulfilling its commonly understood fiduciary duties owed to the institution, and its governance responsibilities, the board of regents shall:

  1. serve as the governing body corporate of the institution, vested with all powers its members may exercise either as directors, trustees, or members of the body corporate;
  2. govern the institution at all times according to the commitment of the institution, in its mission and otherwise, to carry out its affairs as part of the Concordia University System and in accordance with the Constitution, Bylaws, and resolutions of the Synod;
  3. govern the institution with consistent attention to specific ways that the institution is confessing Jesus Christ in full accord with the doctrinal position of the LCMS (Constitution Art. II) and fulfilling His mission in our world as proper to a college or university of the Synod under its objectives (Constitution Art. III), intentionally seeking continual growth as a board in such governance;
  4. as a whole and as individual members, as stewards of the institution on behalf of the congregations of the Synod, embrace and advance with administration, faculty, staff, and students the institution’s fundamental purpose as inculcating the faith, as taught in the Scriptures and Lutheran Confessions (), preparing students to live in this faith toward God and by this faith, in their various vocations, in love toward the neighbor;
  5. ensure that all faculty receive appropriate formal, ongoing training in the doctrines of Holy Scripture as rightly taught in the Lutheran Confessions as they relate to their academic disciplines, to enable faculty to engage in responsible exercise of their academic freedom within the confession of the institution and the Synod (Constitution Art. II);
  6. actively encourage and expect curricula and policies for student life and behavior consistent with the doctrine and practice of the Synod, * 2023 Convention: Res. 7-04B [D], Proc. 181–86. and commit the institution to the principles of Christian discipline, an evangelical manner, and good order;
  7. maintain and approve an institutional master plan, any modifications to which shall be submitted to the Synod Board of Directors for its approval ( [e]);
  8. ensure the communication of board-approved strategic plan documents to the Concordia University System Institution Advisory Council;
  9. review and approve academic programs recommended by the administration and faculty, giving due consideration to the Lutheran

Identity and Mission Outcomes Standards and coordination with other

Synod colleges and universities; (j) ensure that its institution and constituent parts strive to excel in the Lutheran Identity and Mission Outcomes Standards, and to cooperate fully with processes for ecclesiastical visitation by the Concordia University System and for appointment of the institution’s president; (k) ensure that its institution and constituent parts support the proper authorities of the Synod in their roles of ecclesiastical supervision of called workers, placement of graduates, and doctrinal review status appeals, and submit to the Synod’s expectations for handling of faculty complaints and dispute resolution, insofar as they apply; (l) duly consider the common confession, mission, interest, and cooperative strength of the Synod, with its congregations, agencies, and other institutions, as it makes decisions with impact beyond its campus, especially as it plans new programs, discontinues existing programs, cooperates and consolidates operations with other Synod schools, operates in a worldwide online marketplace, cooperates with the Synod Board of Directors in the legal defense of the right to the free exercise of our confession, and interacts with the ministries and partner churches of the LCMS, domestically and internationally, in harmony with its programs and consistent with its protocol agreements; (m) govern transparently, including, without limitation, providing to Concordia University System in a timely manner minutes of board meetings and board and institution policies adopted or modified, and to both Concordia University System and the Synod Board of Directors proposed revisions of institutional governing documents and policies prior to their adoption, and responsively, understanding inquiries and suggestions offered by Concordia University System and the Synod Board of Directors to be offered on behalf of the congregations of the Synod, to which the board is ultimately responsible; (n) develop detailed policies and procedures for governance of the institution; (o) maintain effective internal controls and operate with financial transparency, annually reviewing and approving the institutional budget and providing, within 30 days of board acceptance and final issuance of the institutional audit, audited financial statements and other information as specified in the policies of the Synod Board of Directors and to congregations of the Synod upon request; (p) maintain policies and procedures for handling faculty complaints and dispute resolution in compliance with ; (q) exercise its exclusive duty of institutional governance in the interest of the Synod without abdicating its authority to, or commingling its authority with, that of others; (r) ensure that all governing and other legal documents and policies of the institution conform to and are consistent with the Constitution, Bylaws, and resolutions of the Synod, and modify institutional governing documents only after proposed modifications have been approved by the Commission on Constitutional Matters and with at least 30 days advance notice to the Synod Board of Directors as custodian of Synod’s property; (s) take the leadership in assuring the preservation and improvement of the assets of the institution and see to the acquisition, management, use, and disposal of the properties and equipment of the institution. (t) safeguard present and future assets of the institution, making every effort to ensure designation of gifts, whether to the university itself or to any associated foundation, so that they will continue to be available to higher education within the Synod in the event of the closure, divestiture, or separation of the institution; (u) initiate a performance review of the institution’s president upon identification of significant operational deficiencies; (v) effect the removal from office of the institution’s president upon a finding, under the procedure of or or (f), that he is unfit to serve as the spiritual head of the college or university;* (w) effectively and intentionally govern the institution and its president so that administration and faculty carry out their management and educational responsibilities in a manner consistent with the foregoing; and (x) participate fully in the procedures for the selection and regular review of the president of the institution and of the major administrators; approve of the appointment of faculty members who meet the qualifications of their positions; approve sabbatical and study leaves; and encourage faculty development and research.†

3.10.6.2The board of regents of each college and university shall consist of no more than 18 members, all voting. 1. One ordained minister, one commissioned minister, and two laypersons shall be elected by the conventions of the Synod. 2. One ordained minister, one commissioned minister, and two laypersons shall be elected by the geographical district in which the institution is located. If any board is required by its governing documents to include one or more persons holding residence or church membership in a specific locality, the institution is responsible for * Commission on Handbook: November 14, 2023. † Commission on Handbook: October 30, 2023. ensuring (including by appointment, if necessary) that individual(s) meeting such requirements are included among those persons serving on such board, and no such geographic restriction shall apply to Synod- elected regents. 3. No fewer than four and no more than eight members shall be appointed as members by the board of regents according to a the following process determined by the individual institution.:

  1. Members appointed by the board of regents may not vote on the appointment of members of the board.
  2. The board of regents nominations committee shall seek input from the board of regents members, the president of the institution, the Synod President, the CUS President, and Synod Board of Directors regarding qualified and suitable candidates for appointment.
  3. The board of regents nominations committee shall properly vet all candidates to ensure the candidates possess the qualifications specified in 3.10.6.2.1 with particular attention given to the needs of the institution.
  4. The board of regents nominations committee shall not nominate for appointment any person who fails to meet the qualifications required under .
  5. The appointment shall be made by those board of regents members eligible to vote.* 4. The president of the district in which the college or university is located or a district vice-president as his standing representative shall serve as an ex officio member. 5. One member, who may be an ordained minister, a commissioned minister, or a layperson, shall be appointed by the Praesidium of the Synod after consultation with the Ppresident and chair of the board of regents† of the respective institution and the Board of Directors of the Synod. 6. College and university board of regents members may be elected or appointed to serve a maximum of three consecutive three-year terms and must hold membership in a member congregation of the Synod. 7. Not more than two of the elected members shall be members of the same congregation.

3.10.6.2.18. Persons elected or appointed to a board of regents should be knowledgeable regarding the institution and the region in which the institution is located and shall demonstrate familiarity and support for the doctrinal positions of the Synod and possess two or more of the following qualifications or background experiences: theological acumen, an advanced academic degree, experience in higher education administration, administration of complex organizations, finance, law, investments, technology, human resources, facilities management, or fund development, or a specific instructional or operational domain designated by the college or university (e.g., “health care” or “marketing”). * 2023 Convention: Res. 7-05A, Proc. 190–92. † 2023 Convention: Res. 7-05A, Proc. 190–92. Demonstrated familiarity with and willingness to advocate for and financially support of the institution is a are desired qualityqualities in the candidate. When regents are elected at the national convention of the Synod or appointed by the board of regents, qualifications shall be reviewed and verified by the Secretary of Synod (or designee) and the President of the CUS (or designee). When regents are elected at district conventions, qualifications of all nominees, including floor nominees, shall be reviewed and verified by the chair and secretary of the district board of directors or their designees.

  1. Qualification of all nominees for appointment or election as regents, according to the standard indicated above, shall be reviewed and verified by the Concordia University System, which duty may be delegated to a committee composed of its members or others.
  2. Concordia University System shall also ensure that it is prepared to review and verify qualifications of floor nominees at each district and Synod convention, as well as those of regents appointed by a board or in the case of a vacancy, in a timely manner.
  3. Assessment of qualification for service shall be performed on the basis of information submitted by nominees on a regular instrument maintained by the Secretary of the Synod for this purpose.
  4. The Concordia University System and Synod Board of Directors shall provide for training of all regents concerning their responsibility to advance the Synod’s confession and mission objectives and their responsibilities under the Synod Constitution, Bylaws, and resolutions. The training shall consist of an initial training as described in 3.10.6.2.2 and ongoing training.
  5. Approximately 18 months prior to each convention of the Synod, Concordia University System shall consult with the President and Secretary of the Synod and the chairs of the boards of regents of Synod colleges and universities regarding its application of the qualification standards, and upon this consultation review and revise its related policies and procedures.
  6. Concordia University System shall after input from the Institution Advisory Council develop and maintain in its public policies a rubric for consistent evaluation of qualification for regent service.

3.10.6.2.2Persons elected or appointed to a board of regents shall undergo training for such service. (a) The Concordia University System and Synod Board of Directors shall provide for training of elected and appointed regents concerning their responsibilities under the Synod Constitution, Bylaws, and resolutions, to advance the Synod’s confession and mission objectives and to advance their respective institutions in service of the church through the Concordia University System visitation program. (b) The chair of each board of regents shall, subject to guidelines prepared by the Concordia University System Institution Advisory Council after input from Concordia University System, provide training of elected and appointed regents in the task of governance and in their business and legal duties as regents. (c) The training under (a) and (b) above shall be provided within one year after each Synod convention and at least annually between Synod conventions. (d) Failure to complete the initial training within the first year after the first Synod convention after a regent is elected or appointed renders the regent ineligible to continue in office. Upon such failure, the respective board of regents shall declare the position vacant. (e) Training programs, initial and continuing, may allow for electronic or remote participation. (f) Concordia University System, in collaboration with its Institution Advisory Council and the Synod Board of Directors, shall prepare and make available a summary of the demands and expectations of service as a college or university regent, including their responsibilities under the Synod Constitution, Bylaws, and resolutions. This summary shall be reviewed and confirmed by nominees as a condition to being eligible to serve if elected or appointed. (g) The cost of the development of the regent training by CUS and Synod Board of Directors shall be funded by the CUS; the cost of regent participation in the training shall be funded per capita by the institutions.

3.10.6.2.3Vacancies that occur on a board of regents shall be filled in the following manner:

  1. If the vacancy occurs in a position that was previously filled by the board of regents, the board of regents shall be the appointing body.
  2. If the vacancy occurs in a position that was previously filled at a district convention, the district board of directors shall be the appointing body.
  3. If the vacancy occurs in a position that had been filled by a national convention of the Synod, the Board of Directors of Concordia University System shall be the appointing body and shall follow the nomination procedure provided for filling vacancies in elected positions on boards and commissions of the Synod as outlined in .

3.10.6.4The board of regents of each institution shall become familiar with and develop an understanding of pertinent policies, standards, and guidelines of the Synod and the Board of Directors of Concordia University System.

  1. It shall develop detailed policies and procedures for governance of the institution, including but not limited to
    1. attention to specific ways that the institution is confessing Jesus Christ in full accord with the doctrinal position of the LCMS (Constitution Art. II) and fulfilling His mission in our world;
    2. ensuring that all faculty receive appropriate formal, ongoing training in the doctrines of Holy Scripture as rightly taught in the Lutheran Confessions as they relate to their academic disciplines, consistent with the CUS Lutheran Identity Statement, to enable faculty to engage in responsible exercise of their academic freedom under the CUS Academic Freedom Policy in effect from time to time;
    3. annual certification of the institution’s financial viability;
    4. creation, modification, and abolition of administrative positions;
    5. processes for filling and vacating administrative positions;
    6. a clear plan for succession of administration to ensure that the institution continues to function effectively in the case of incapacity or lengthy absence of the president and other executive officers;
    7. handling faculty complaints and dispute resolution under an operating procedures manual approved by the Concordia University System Board; and
    8. all subject matters for which Concordia University System requires policies to be developed ().
  2. It shall coordinate institutional planning with other Concordia University System schools and approve master plans for its college or university.
  3. It shall review and approve academic programs recommended by the administration and faculty after assessment of system policies in accordance with Concordia University System standards and guidelines and institutional interests and capacities.
  4. It shall review and approve the institutional budget.
  5. It shall approve institutional fiscal arrangements, develop the financial resources necessary to operate the institution, and participate in its financial support.
    1. Only the board of regents is authorized to establish a line of credit or to borrow for operating needs, subject to the policies of the Board of Directors of Concordia University System and the Board of Directors of the Synod.
    2. All surplus institutional funds above an adequate working balance shall be deposited with the Concordia University System for investment. Earnings from such investments shall be credited to the depositing institution.
  6. It shall establish appropriate policies for institutional student aid.
  7. It shall participate fully in the procedures for the selection and regular review of the president of the institution and of the major administrators; approve of the appointment of faculty members who meet the qualifications of their positions; approve sabbatical and study leaves; and encourage faculty development and research.
  8. It shall take the leadership in assuring the preservation and improvement of the assets of the institution and see to the acquisition, management, use, and disposal of the properties and equipment of the institution within the guidelines set by the Board of Directors of The Lutheran Church—Missouri Synod.
  9. It shall operate and manage the institution as the agent of the Synod, in which ownership is primarily vested and which exercises its ownership through the Board of Directors as custodian of the Synod’s property, the Board of Directors of Concordia University System, and the respective board of regents as the local governing body. Included in the operation and management are such responsibilities as these:
    1. Carefully exercising its fiduciary duties to the Synod.
    2. Determining that the charter, articles of incorporation, constitution, and bylaws of the institution conform to and are consistent with those of the Synod.
    3. Carrying out efficient business management through a financial officer appointed on recommendation of the president of the institution and responsible to him.
    4. Receiving of all gifts by deed, will, or otherwise made to the institution and managing the same, in accordance with the terms of the instrument creating such gift and in accordance with the policies of the board of regents.
    5. Demonstrating concern for the general welfare of the institutional staff members and other employees, adoption of regulations governing off campus activities, development of policies regarding salary and wage scales, tenure, promotion, vacations, health examinations, dismissal, retirement, pension, and other employee welfare benefit provisions.
    6. Serving as the governing body corporate of the institution vested with all powers which its members may exercise in law either as directors, trustees, or members of the body corporate, unless in conflict with the laws of the domicile of the institution or its Articles of Incorporation. In such event the board of regents shall have power to perform such acts as may be required by law to effect the corporate existence of the institution.
    7. Establishing and placing a priority on the capital needs of the institution and determining the plans for the maintenance and renovation of the buildings and property and purchase of needed equipment, but having no power, without the prior consent of the Board of Directors of the Concordia University System and the Board of Directors of the Synod, to close the institution or to sell all or any part of the property which constitutes the main campus, except that the Board of Regents may close the institution in the event of legal insolvency necessitating immediate closure after consultation with the Board of Directors of the Synod and the Board of Directors of the Concordia University System.
    8. Recognizing that the authority of the board of regents resides in the board as a whole and delegating the application of its policies and execution of its resolutions to the president of the institution as its executive officer.
    9. Establishing a comprehensive policy statement regarding student life and behavior that is consistent with the doctrine and practice of the Synod and that commits the institution to the principles of Christian discipline, an evangelical manner, and good order.
    10. Promoting the public relations of the institution and developing the understanding and cooperation of its constituency.
    11. Requiring regular reports from the president of the institution as the executive officer of the board and through him from other officers and staff members in order to make certain that the work of the institution is carried out effectively.

3.10.6.53Recognizing its fiduciary duty as a board, as well as the requirements of accrediting bodies that an institution’s governing board be clearly defined and have ultimate authority and independence in the operation of the institution subject to appropriate pre-established policies and rules (e.g., Synod Bylaws), under no circumstances shall a board delegate its authority to, nor commingle its authority with, any other body that includes non- board members. Boards of regents may meet as a “committee of the whole” with advisory groups (e.g., a foundation board; the CUS board) to seek input, but no votes shall be taken at such meetings with such advisory groups present.

3.10.6.4The board of regents shall be authorized to close the institution or to sell all or any part of the real property that constitutes the campus only after receiving the prior written consent of the Concordia University System Board of Directors and the Synod Board of Directors, except that the board of regents may close or finally divest the institution in the event of legal insolvency necessitating closure or final divestiture after consultation with the Synod Board of Directors and the Concordia University System Board of Directors.

3.10.6.5The board of regents shall be authorized to relocate, separate, or divest the institution if and only if such has been approved under the following procedure, except in the case of a final divestiture as a result of legal insolvency ():

  1. A proposal of relocation, separation, or divesture is presented to the Synod Board of Directors that specifies why the proposal is in the interest of the Synod. The proposal can be made by a board of regents, a committee of the Synod Board of Directors, or by the Concordia University System Board of Directors.
  2. Upon such proposal, the Synod Board of Directors shall require the proposal be developed adequately to allow determination whether the action proposed is in the interest of the Synod, for which the board of regents, the Concordia University System Board of Directors, and other agencies of the Synod shall in a timely manner supply all information the Board of Directors deems necessary.
  3. The Synod Board of Directors shall consult with the involved board of regents, the Concordia University System Board of Directors, the Institution Advisory Council, and the Council of Presidents.
  4. The Synod Board of Directors may negotiate with the involved board of regents terms that are in the interest of the Synod and the general furtherance of its higher education mission.
  5. The action is approved by the Synod Board of Directors by its two- thirds vote and by one of the following by its two-thirds vote: either by the board of regents of the institution being relocated, separated, or divested or by the Concordia University System Board of Directors.

3.10.6.5.1Two or more Synod colleges or universities shall be authorized to consolidate the institutions if and only if such has been approved under the following procedure:

  1. The boards of regents of the consolidating schools shall present a detailed consolidation plan to the Concordia University System Board of Directors and the Synod Board of Directors. The plan shall be consistent with the requirements of these Bylaws for a Synod college or university, except that it may involve a consolidated board of regents deviating from the composition specified in , provided that the ratio of elected to appointed regents is not decreased and that all members of the resulting board of regents are members of member congregations of the Synod. Such plan must indicate a definite plan of no more than six years’ duration to bring the composition of the board of regents of the institution into compliance with , and continued affirmation shall be contingent on execution of said plan.
  2. The plan is approved by the Concordia University System Board of Directors and the Synod Board of Directors.
  3. The consolidated college or university shall be regarded as a Concordia University System college or university.

3.10.6.5.2The board of regents shall be authorized to consolidate a non-Synod school into the institution if and only if a detailed plan of consolidation that is consistent with Synod Constitution, Bylaws, and resolutions has first been approved by the Synod Board of Directors by its two-thirds vote and by the Concordia University System Board of Directors by its two-thirds vote.

3.10.6.6A college or university that is not a Concordia University System institution may request to join the Concordia University System. After having consulted with its Institution Advisory Council, the Concordia University System Board of Directors may, by its two-thirds vote, recommend that the college or university join the Concordia University System. The Concordia University System recommendation must be submitted either to the convention of the Synod, which by a majority vote, or the Synod Board of Directors, which by a two-thirds vote, may grant membership in Concordia University System. The Concordia University System recommendation* and subsequent approval shall be subject to all the requirements and privileges that apply to a Concordia University System institution, including compliance with the Synod Constitution, Bylaws, and resolutions, except that the initial composition of the board of regents may deviate from that specified in . Such proposal must specify a definite plan of no more than six years’ duration to bring the composition of the board of regents of the institution into compliance with , and continued affirmation shall be contingent on execution of said plan. Concordia University System Coordination and Collaboration†

3.10.6.7Colleges and universities of the Synod are urged to conduct themselves materially in accordance with “our Lord’s will that the diversities of gifts should be for the common profit” (; Constitution Preface), strengthening one another through coordination, collaboration, consultation, and efficient consolidation of operations, wherever prudent and practically feasible.

3.10.6.7.1Colleges and universities of the Synod are free and are encouraged to pursue among themselves efficient collaboration; sharing of administrative and educational resources; and consolidation of operations, academic programs, or institutions, as opportunities present themselves to * Commission on Handbook: November 14, 2023. † 2023 Convention: Res. 7-04B [G], Proc. 190. their respective boards of regents and after input from the Concordia University System Board of Directors. Concordia University System College and University Presidents*

3.10.6.68The president of the institution shall be the executive officer of the board of regents. He shall as his foremost duty serve as the spiritual, academic, and administrative head of the institution. and, in addition to this and to the customary executive management exercised by a college or university president, carry out the following responsibilities: (a) He shall represent the institution in its relations to the Synod and its officers and boards. (b) He shall supervise, direct, and administer the affairs of the institution and all its departments, pursuant to the rules and regulations of the Synod and its boards and agencies Constitution, Bylaws, and resolutions of the Synod and the policies of its Board of Directors, and pursuant to the policies of the board of regents. (c) He shall bring to the attention of the board of regents matters that require consideration or decision and make pertinent recommendations. (d) He shall be the academic head of the faculty, preside at its meetings, and be an ex officio member of all standing committees of the faculty and its departments with the exception of the standing hearings committee or of another standing committee to which the functions of such a committee have been assigned. (e) He shall periodically visit or cause to be visited the classes of professors and instructors, ensure ongoing development and training of professors and instructors, and in general secure conformity in teaching efficiency and subject matter to the standards and policies prescribed by the board of regents and by the Synod through the Board of Directors of Concordia University System in pursuit of the Lutheran Identity and Mission Outcomes Standards and to the doctrine and practice of the Synod. (f) He shall advise and admonish in a fraternal spirit any member of the faculty found dilatory, neglectful, or exhibiting problems in his teaching. Should this action prove ineffective, he shall request selected members of the faculty privately to engage their colleague in further fraternal discussion. If this results in failure to correct or improve the situation, the president shall report the matter to the board of regents with his recommendation for action. (g) He shall delegate or reassign one or more of his functions to a member of the faculty or staff, although standing administrative assignments shall be made by the board of regents upon his recommendation. (hf) He shall be responsible for the provision of spiritual care and nurture for, and, to the extent possible through each mode of instruction, the spiritual formation of, every student. (i) He shall carefully watch over the spiritual welfare, personal life, conduct, educational progress, and physical condition of the students, * 2023 Convention: Res. 7-04B [E], Proc. 186–88. and shall in general exercise such Christian discipline, instruction, and supervision as may be expected at a Christian Lutheran educational institution. (g) He shall diligently manage the institution subject to, and effectively support the exercise of, the governance of the institution by the board of regents, consistent with the expectations of . (jh) He shall be responsible for the employment, direction, and supervision of all employees of the institution. (ki) He shall be responsible for the business management of the school and for the proper operation and maintenance of grounds, buildings, and equipment. (lj) He shall make periodic and special financial reports to the board of regents. (mk) He shall represent the institution on the Concordia University System Institution Advisory Council.

3.10.6.68.1The president of each college or university shall serve a five-year renewable term of office under the terms set forth herewith under , beginning with the date of his assumption of his responsibilities as president.

  1. Each president shall relinquish academic tenure upon assumption of the presidency, and shall not be granted academic tenure during the time of presidential service.
  2. The president and board of regents shall develop mutually agreed upon institutional goals and priorities that give direction to the individual as he carries out the duties of the office of the presidency. The board of regents will shall annually evaluate presidential effectiveness based on these goals and priorities.
  3. Nine months prior to the end of each five-year term, the board of regents will shall conduct a formal review of the president’s effectiveness in the current term of office, evaluating his leadership, both of the administration of the institution and of the institution’s advancement of Synod’s confession and pursuit of Synod’s mission objectives. The president shall then be eligible for another five-year term by majority action of the board of regents, voting with a ballot containing only the current president’s name. Upon completion of the review and using a ballot containing only the current president’s name, the board of regents shall vote, the majority action of the board of regents being required to extend the president’s term for an additional five years. (1) In addition to considering the evaluation report, the board of regents shall as part of its review consult with the President of the

Synod and the chairman of the Board of Directors of Concordia

University System. (2) The regents may consult with other boards, commissions, and councils of the Synod as they deem wise. (d) In the event that a president’s term is not renewed, the office of the president shall be considered vacant as of the end of the term of the incumbent. (e) A president who is on a roster of the Synod is under the ecclesiastical supervision of the Synod. In the event a member is removed from membership in the Synod pursuant to procedure established in these Bylaws, then that member is also considered removed from the position held and shall be terminated forthwith by the board of regents. (f) A president who is not on the roster of the Synod shall be a member of a member congregation of the Synod. He shall be subject to ecclesiastical supervision, as to doctrine, life, and administration of office, by the respective geographic district president. He shall, for actions contrary to the confession of or persistence in offensive conduct, after previous futile admonition, be subject to the process of or 2.17, as appropriate,* as if he were a member of the Synod. Should he be suspended and not contest the suspension, or the suspension be upheld by a hearing panel and/or final hearing panel, he shall be considered removed from the position held and shall be terminated forthwith by the board of regents.

3.10.6.68.2The following process shall govern the selection of a college/university president. (a) When a vacancy or an impending vacancy in the office of president is known, the board of regents shall inform the campus constituencies, the Board of Directors of Concordia University System, the President of the Synod, an official periodical of the Synod, and other parties as appropriate. If a vacancy in a presidency occurs, the board of regents shall appoint an interim president, who shall meet the qualifications established for the office of president. He shall bear the title “interim president” and may not serve more than eighteen (18) months without the concurrence of the President of the Synod. Such interim appointee shall be ineligible to serve on a permanent basis without the concurrence of the President of the Synod. (1) The board of regents shall request that the Board of Directors of Concordia University System authorize the institution to publish a request for nominations for the position of president. (21) The board of regents shall request that the Board of Directors of Concordia University System schedule initiate a transition review of the campus, which shall include consultation with Concordia

University System on the basis of the Lutheran Identity and Mission

Outcomes Standards and the institution’s most recent affirmation review. The review is to provide a report on the state of the campus for use by the search committee, the board of regents, and the candidates. (2) The board of regents shall, on the basis of the above consultation, compose and, with the concurrence of CUS, publish a request for nominations for the position of president. (b) The board of regents shall oversee the process of defining the institution’s needs, describing the desired characteristics of the new president, and issuing a request for nominations. * Commission on Handbook: December 5, 2023. (1) A search committee shall be formed that represents the board of regents, the faculty, and the staff. Faculty members and staff members on the committee shall be members of LCMS congregations. (2) The search committee shall prepare a description of the needs of the institution based on listening forums, the findings of the transition review, and other relevant information. Before publishing a call for nominations, the President of Concordia University System shall convene an in-person conference involving the board of regents, the search committee, and the prior approval panel to discuss the qualifications that will be sought and the search criteria. (3) The search committee shall develop written criteria that will be utilized by the committee to screen the candidates and will be utilized by the board of regents to guide the presidential election. (4) A person designated by the board of regents shall act as its agent to issue a request for the nomination of candidates for the presidency of the institution. The request for nominations shall be submitted to the parties who are authorized to nominate. Candidates may be nominated by congregations of the Synod, the Board of Directors of Concordia University System, the board of regents, and the faculty of the institution. The request for nominations shall state when the nominating period closes. (5) After the nomination period has closed, the agent of the board of regents shall contact each nominee to notify him of his nomination and to determine whether such nominee will allow his name to stand for election. Nominees who wish to be considered must furnish written consent, along with such documentation as the board of regents has requested from candidates in its call for nominations, to the agent by a date set by the board of regents, which date shall be not less than fifteen days after the last nominee is notified. (6) After the due date set by the board of regents for nominee responses, the agent of the board of regents shall forward the list of nominees who have agreed to let their names stand, together with all materials received from such candidates, to the President of Concordia University System to enable him to convene a prior approval panel consisting of the President of the Synod, the district president serving on the institution’s board of regents, and the chair of the Board of Concordia University System. The names of the nominees shall not otherwise be disclosed outside the board of regents. (7) The prior approval panel shall meet to consider the nominees. The panel may choose to remove names from the list by its two- thirds majority vote. The panel shall complete its work within sixty (60) days after receipt of the list of nominees. (8) After the prior approval panel has completed its work, the President of Concordia University System shall transmit the finalized list back to the agent of the board of regents within 15 days and shall cause such list to be published in an official periodical of the Synod. The board of regents shall then announce the list of names of nominees who have received approval but shall not publicize the names of those not receiving approval. The announcement shall contain contact information to submit correspondence regarding the nominees and provide a reasonable deadline for receiving correspondence. The board of regents shall establish a procedure for processing correspondence regarding nominees. (c) The board of regents shall utilize the work of the search committee to continue its search process. (1) The search committee shall provide a report to the board of regents regarding the qualifications of the candidates with its observations and recommendations. (2) The board of regents shall provide the candidates with a report containing full disclosure of the condition of the institution. (d) The board of regents may suspend, terminate, or restart its search at any time, but it may only elect a president of the college or university from a slate it submitted that received prior approval as described above. The President of Concordia University System (or a designee) shall attend the board of regents meeting at which an election occurs as a guest and advisor. The board of regents may require the president- elect to accept or decline within fifteen days. (e) If the president-elect declines the position, the board of regents is responsible for resuming the effort to fill the vacancy. Candidates from the approved slate shall remain eligible to be elected until a president has been elected and accepted the position.

3.10.6.8.3The president, in his service as spiritual head of the college or university, shall be ecclesiastically reviewed by the Concordia University System.

  1. The Concordia University System Board of Directors may call up for formal review any action or inaction of the president that, in its view, may be in violation of the doctrine or practice of the Synod () or to have caused the institution to be not in good standing with the Synod ( [e]). Such review may be requested of the president himself or of the president and the respective board of regents.
  2. Should the action or inaction prove, to the satisfaction of the Concordia University System Board of Directors and with the concurrence of the President of the Synod, to violate the doctrine and practice of the Synod () or to have caused the institution to be not in good standing with the Synod ( [e]), the Concordia University System Board of Directors and President of the Synod shall admonish the president to take appropriate action consistent with the doctrine and practice of the Synod (), and shall invite the respective board of regents and the district president thereon to join in said admonishment.
  3. Should repeated admonition prove futile, the Concordia University System Board of Directors may, by an affirmative vote of two-thirds of its current members, resolve that the president is unfit to serve as spiritual head of the college or university and so inform the respective board of regents, which shall remove him from office forthwith. Concordia University System Faculties*

3.10.6.79The faculty of each college or university of the Synod shall consist of the president, the full-time faculty, and the part-time faculty.

  1. Part-time or temporary faculty members are distinguished by an appropriate title.
  2. Part-time or temporary faculty members shall hold nonvoting membership on the faculty.
  3. Only the voting or full-time faculty who are in good standing as individual members of the Synod or are members in good standing of a member congregation of the Synod shall participate in faculty decisions regarding the qualification of graduates or colloquy program participants for rostered service.

3.10.6.7.1The Concordia University System Board of Directors shall maintain in its policies a list of subject matters that each educational institution must address in its own policies and procedures, to include faculty appointments, employment contracts, contract renewal, contract termination, faculty organization, modified service, sabbaticals, and dispute resolution.

3.10.6.7.29.1Except as otherwise provided in these bylaws, the board of regents on recommendation of the president of the institution shall appoint all full-time members of the faculty. The terms and conditions of every appointment shall be stated in writing and be in the possession of both the institution and the prospective faculty member before the appointment is consummated. Limitations of academic freedom because of the religious and confessional nature and aims of the institution shall be stated in writing at the time of the appointment and conveyed to the person being appointed. Faculty members, full- and part-time, shall pledge to perform their duties in harmony with the Holy Scriptures as the inspired Word of God, the Lutheran Confessions, and the Synod’s doctrinal statements.

3.10.6.7.39.2All initial appointments to persons serving on theology faculties, or teaching classes in or cross-listed with the theology department, shall require prior approval by a majority vote of the President of the Synod (or his designee), the chairman of the Council of Presidents (or his designee), and a member of the Concordia University System board selected by the chair, and shall include a thorough theological review. The three voters shall be ordained. The process shall be facilitated by the president of Concordia University System. Initial appointment refers to the initial engagement of any person to teach one or more theology courses, regardless of assigned academic department, other than faculty who teach theology courses no more than one academic year in any three-year period.

3.10.6.7.49.3A formal procedure shall be in place to carry out performance reviews for all faculty on a regular basis.

3.10.6.7.59.4Other than honorable retirement, termination of faculty employment may only be the result of the following:

  1. professional incompetency; * 2023 Convention: Res. 7-04B [F], Proc. 188–90.
  2. incapacity for the performance of duty;
  3. insubordination;
  4. neglect of or refusal to perform duties of office;
  5. conduct unbecoming a Christian;
  6. advocacy of false doctrine (Constitution Art. II) or failure to honor and uphold the doctrinal position of the Synod as defined further in ;
  7. discontinuance of an entire program (e.g., social work, business);
  8. discontinuance of an entire division or department (e.g., modern foreign language) or college (e.g., college of business) of a college or university;
  9. reduction of the size of staff in order to maintain financial viability in compliance with policies concerning fiscal viability;
  10. discontinuance, merger, or consolidation of an entire college or university operation;
  11. expiration of the term of a contract of employment; and
  12. for those whose position requires membership in a Synod congregation, if the person ceases to be a member of a Synod congregation. 3.10.6.7.5.19.5 A faculty or staff member who is on a roster of the Synod is under the ecclesiastical supervision of the Synod. In the event a member is removed from membership in the Synod pursuant to procedure established in these bylaws, then that member is also considered removed from the position held and shall be terminated forthwith by the board of regents. 3.10.6.7.5.29.6 An appeal process consistent with the Model Operating Procedure Manual for Faculty and Administration Complaints and Appeal of Termination: Colleges and Universities (developed by the Commission on Constitutional Matters in consultation with the Concordia University SystemBylaw 3.6.6.1 [d]) shall be in place for use by faculty members who wish to challenge a termination decision. Notwithstanding the provisions of any such policy, any person connected with an institution who is a member of Synod shall also remain under the ecclesiastical supervision of the Synod, and nothing in any such CUS institution policy shall be construed to limit or constrain any action that may be taken, or the rights or responsibilities of any party, pursuant to the Synod’s Handbook with respect to a member of Synod. G. Board for Church Extension

3.10.7Until such time that all districts of the Synod conduct their church extension activities through the Lutheran Church Extension Fund— Missouri Synod, there shall also be a Board for Church Extension of The Lutheran Church—Missouri Synod. Members of the board of directors of the Lutheran Church Extension Fund—Missouri Synod shall also serve as members of the Board for Church Extension of the Synod. (a) The board shall aid districts in motivating individuals, congregations, and organizations in acquiring investments for church extension in a systematic manner. (b) The board shall strive to coordinate and obtain uniformity in the church extension programs of the districts. (c) The board shall provide leadership in advance site acquisition for further expansion. (d) The board shall establish policies within which districts are to operate with respect to the making of loans and the type of security required, taking into consideration the financial status of the organization to which the loan is being made and circumstances of the loan. (e) The board shall establish policies and programs for maintaining, supervising, and enlarging the district church extension funds on a sound financial basis by

  1. periodically reviewing financial statements of all district church extension funds;
  2. conferring with districts in cooperatively promoting church extension funds and seeking greater uniformity in the policies and programs of the districts;
  3. including a complete financial statement of district funds in its report to the Synod, including money borrowed and received, the total amounts of loans outstanding, and the amounts delinquent in each district; and
  4. providing architectural advice and site selection counsel, when requested, to congregations, Synod and district boards and commissions, and agencies of the Synod and district.

3.10.7.1District church extension boards or committees shall administer the district’s church extension programs in conformity with policies established by the Synod’s Board for Church Extension and in accordance with district regulations.

Bylaw 3.11

Staff

3.11.1Unless otherwise specified by the board of directors of the respective agency, all employees shall serve at the pleasure of the appointing authorities.

  1. Members of the Synod who are appointed to positions requiring an ordained minister or a commissioned minister shall receive a solemn call.
  2. Other ordained or commissioned ministers appointed to positions in the Synod shall be affirmed by the respective board or commission through a solemn call.
  3. All positions requiring called ministers shall be filled in consultation with the President of the Synod subject to all appropriate provisions of the Constitution and Bylaws as well as the respective board of directors’ policy manual.

Bylaw 3.12

Nominations and Elections

Regional Elections

3.12.1For all elections requiring regional representation, the Board of Directors of the Synod and the Council of Presidents acting jointly shall designate five geographic regions.

  1. Regions shall be designated 24 months prior to conventions of the Synod and shall take into consideration geographical and number of congregations information in the interest of fair representation.
  2. For purposes of regional elections, individuals will be considered a part of the geographical region in which they reside. Canadian congregations will be placed as a whole into the region which the Board of Directors and the Council of Presidents deem appropriate.
  3. This information shall be shared immediately with all districts of the Synod.

Nominations of President and First Vice-President

3.12.2Nominations for the offices of President and First Vice-President shall be made by the member congregations of the Synod.

  1. Each member congregation shall be entitled to nominate from the clergy roster of the Synod two ordained ministers as candidates for president, and two ordained ministers as candidates for First Vice- President.
  2. The Secretary of the Synod shall provide a secure and verifiable method that will offer opportunity to every congregation of the Synod to submit nominations. He shall, with the approval of the Board of Directors of the Synod, obtain the assistance necessary to accomplish this task.
  3. The nominating process shall be completed not later than five months prior to the opening date of the convention. There shall be no opportunity provided for additional nominations.
  4. The Secretary of the Synod may engage, with the approval of the Board of Directors, an external auditing firm to tabulate the nominations and shall report in the Convention Workbook the names and tallies of all ordained ministers who have received nominating votes.

Elections of President and First Vice-President

3.12.2.1The candidates for the office of President shall be the five ordained ministers who received the highest number of votes in the nominating process and who consent to serve if elected. The candidates for the office of First Vice-President shall be the 20 ordained ministers receiving the highest number of votes in the nominating process. No opportunity shall be provided for additional nominations.

  1. The Secretary of the Synod shall notify each candidate and shall secure his approval in writing within ten days after receiving the results of the ballots for the inclusion of his name on the ballot.
  2. In the event of the death, declination, or unavailability of any candidate, the nominee having the next highest number of votes shall become a candidate. In the event of a tie for the final candidate position, all names involved in the tie shall be included as candidates.

3.12.2.2The Secretary of the Synod shall publish in the Convention Workbook and post on the Synod Website brief biographies of the five candidates for President and the 20 candidates for First Vice-President. This report shall contain such pertinent information as age, residence, number of years in the Synod, present position, offices previously held in a district or the Synod, year of ordination, former pastorates, involvement in community, government, or interchurch affairs, and any other specific experience and qualification for the office. Opportunity to provide a personal statement shall be offered to each candidate for publication in an official periodical, this statement also to be posted on the Synod’s Website.

3.12.2.3The Secretary of the Synod shall compile and maintain the voters list for the election of the President of the Synod. This list and any of its parts shall not be disseminated. (a) This voters list shall include:

  1. the pastor of each member congregation or multi-congregation parish (assisting pastors are not eligible)
  2. a lay person from the congregation or parish (b) The congregation or parish shall present to the Secretary of Synod 90 days prior to the election a proper credentials form, via a secure and verifiable method provided by the Secretary, the voter(s) selected by the congregation or parish,signed as well as an attestation by two of the congregation’s officers that the voter(s) are properly authorized by the congregation to vote on its behalf. If a congregation or parish has more than one pastor eligible to vote, the congregation shall designate on the credentials form which pastor will cast a vote on behalf of the congregation.* (c) If one or both voters are unavailable, congregations shall be provided opportunity to select substitute voters up to a deadline designated by the Secretary. (d) The registration status of congregations shall be made available to respective district presidents for the sole purpose of their encouraging registration for greater congregational participation. The registration status of congregations shall not be further disseminated.

3.12.2.4Six weeks prior to the national convention, the Secretary of the Synod shall provide, via a secure and verifiable method, opportunity for two voting delegates from each congregation, as determined according to , to vote for one of the candidates for President. The Secretary shall, with the approval of the Board of Directors of the Synod, obtain the assistance necessary to accomplish this task. If no candidate receives a majority of the votes cast, a second or succeeding ballots are required for a majority; the candidate receiving the fewest votes and all candidates receiving less than 15 percent of the votes cast shall be dropped from the ballot, unless only one candidate receives 15 percent or more of the votes * 2023 Convention: Res. 9-02 [F], Proc. 200–201. cast, in which case the three highest candidates shall constitute the ballot,* and another vote shall be taken in the same manner.

3.12.2.5Following the completion of the election and at least two weeks prior to the convention, the Secretary shall notify the candidates of the results of the ballot(s). He shall thereafter also make the results known to the public. The candidate receiving a majority of the votes cast shall be declared elected.

3.12.2.6Prior to all other elections, the convention shall elect the First Vice- President.

  1. The President-elect shall select from the list of 20 nominees for the Office of First Vice-President five nominees who have consented to serve if elected, at least two of whom shall be taken from the top five nominees.
  2. Balloting will proceed with the candidate receiving the smallest number of votes eliminated from consideration until one candidate receives a majority of the votes cast, who shall be declared elected. Nominations and Elections of Regional Vice-Presidents†

3.12.2.7After the results of the first-vice-presidential election have been announced, the convention shall elect five regional vice-presidents according to the following nominations and elections process.

  1. Each member congregation of a region (including any non- geographic-district congregations in that region) shall have been given opportunity, through a secure and verifiable method provided by the Secretary of the Synod, to nominate two ministers of religion— ordained from the clergy roster of the Synod with residence in its designated region as candidates for regional vice-president.
  2. The Secretary of the Synod shall receive such nominations (signed by the president and secretary of the nominating congregation). (cb) The names of the five ministers of religion—ordained residing within the boundaries of each geographic region who receive the most nominating votes shall form the slate from which the Synod convention shall select by majority vote each regional vice-president. (dc) No opportunity shall be provided for additional nominations from the floor of the convention. (ed) Voting delegates to the national convention shall be entitled to vote for one of the candidates from each region. If no candidate receives a majority of the votes cast, the three candidates receiving the highest number of votes shall be retained on the ballot. (fe) Balloting shall continue with the candidate receiving the least number of votes eliminated until one candidate from each region has received a majority of the votes cast. (gf) Upon the election of the regional vice-presidents, a final election will take place ranking the vice-presidents by separate ballots with a simple majority of voting delegates determining the second, third, fourth, fifth, and sixth vice-presidents in line of succession. * 2023 Convention: Res. 9-12, Proc. 212. † 2023 Convention: Res. 9-02 [G], Proc. 201. Nominations and Elections of Regional Positions—Board of Directors and Mission

Boards

3.12.2.8The convention shall elect the regional positions for the Synod’s Board of Directors and Mission Boards according to the following nominations and elections process.

  1. Approximately 24 months before a regular meeting of the Synod in convention, the Secretary of the Synod shall solicit from those agencies with positions to be filled descriptions of criteria for qualified candidates to serve in those positions.
  2. With such criteria in view, the Secretary shall issue the first call for nominations through a publication of the Synod and on the Synod website 18 months before the convention, soliciting names from the agencies and officers of the Synod and the congregational and individual members of the Synod, along with lay persons of the congregations of the Synod. Nominations may be received from persons or parties outside the region.
  3. All nominees for a particular regional position must reside within the boundaries of the region for which they are nominated.
  4. All incumbents eligible for reelection shall be considered to be nominees.
  5. The qualifications of each nominee shall be submitted together with the names on forms made available on the Synod’s website.
  6. All suggested names and information for consideration by the Committee for Convention Nominations shall be submitted to the Secretary of the Synod no later than nine months prior to the convention of the Synod.
  7. All nominations received shall be forwarded to the Committee for Convention Nominations, who shall select candidates according to the process outlined in .
  8. Amendments to the slate of candidates developed by the Committee for Convention Nominations shall follow the process outlined in .
  9. Voting delegates to the national convention shall elect the members of all elective regional positions following the process outlined in .
  10. Persons elected to regional positions under this bylaw who subsequently take residence outside of the region for which elected shall not on this account be removed from office in their current term, but shall not be elected or appointed to a new term without residence in the respective region.*†

Committee for Convention Nominations

3.12.3The Committee for Convention Nominations is to be regarded as an ad hoc convention committee, to which limitations on holding multiple offices do not apply. * 2023 Convention: Res. 9-07, Proc. 209–10. † Commission on Handbook: November 14, 2023.

3.12.3.1In preparation for an even-numbered regular convention of the Synod (e.g., 68th in 2023), one-half of the districts shall elect through their regular election procedures at the district convention one member to the Committee for Convention Nominations and an alternate:

Atlantic

Nebraska

California-Nevada-

North Wisconsin

Hawaii

Northern Illinois

Central Illinois

Northwest

Florida-Georgia

Oklahoma

Indiana

SELC

Iowa West

South Dakota

Minnesota South

Southern

Missouri

Wyoming

3.12.3.2In preparation for the following, odd-numbered regular convention (e.g., 69th in 2026), the remaining districts shall elect in the same manner:

Eastern

New Jersey

English

North Dakota

Iowa East

Ohio

Kansas

Rocky Mountain

Michigan

South Wisconsin

Mid-South

Southeastern

Minnesota North

Pacific Southwest

Montana

Southern Illinois

New England

Texas

3.12.3.3One-half of the electing districts shall be designated by the Secretary of the Synod to elect a professional church worker and the other half a layperson, with roles reversed every six years (e.g., in 2023, Atlantic: lay, California- Nevada-Hawaii: worker, etc.; in 2026, Eastern: lay, English: worker, etc.; in 2029, Atlantic: worker, California-Nevada-Hawaii: lay, etc.; etc.).

3.12.3.4The Secretary of the Synod shall handle the preliminary work for the Committee for Convention Nominations.

  1. He shall begin to solicit names of nominees from the agencies and officers of the Synod at least 24 months prior to the convention.
  2. Approximately 24 months before a regular meeting of the Synod in convention, he shall solicit from those agencies with positions to be filled descriptions of criteria for qualified candidates to serve in those positions.
  3. With such criteria in view, the Secretary shall issue the first call for nominations through a publication of the Synod and on the Synod Website 18 months before the convention, soliciting names from the agencies and officers of the Synod and the congregational and individual members of the Synod, along with lay persons of the congregations of the Synod.
  4. All incumbents eligible for reelection shall be considered to be nominees.
  5. The qualifications of each nominee shall be submitted together with the names on forms made available on the Synod’s Website.
  6. All suggested names and information for consideration by the Committee for Convention Nominations shall be submitted to the Secretary of the Synod no later than nine months prior to the convention of the Synod.
  7. The Secretary shall present the names and information gathered to the Committee for Convention Nominations at its first meeting.

3.12.3.5The first meeting of the Committee for Convention Nominations shall be at the call of the Secretary of the Synod at least six months prior to the convention of the Synod. (a) The Secretary shall not serve as a member of the committee, but he shall convene the initial meeting of the committee and be available, upon call, for consultation. (b) The committee shall elect its own chairman, vice-chairman, and secretary and shall organize its work in whatever way it deems necessary. It shall designate two of its members to serve with the chairman on the Standing Committee on Nominations. (c) The committee shall inform itself as to the duties and requirements of each position to be filled and thereby be guided in its selection of candidates from the list of nominees gathered by the nominations process. (d) In the case of boards of directors of synodwide corporate entities, the committee shall consult with the governing boards of each synodwide corporate entity, through their chief executive, to receive input for the committee’s consideration. (e) In the case of the boards of regents of educational institutions of the Synod, the committee shall consult with the President of the Synod or, the Board of Directors of Concordia University System, and the presidents and chairs of the institutions’ boards of regents and receive their input for the committee’s consideration. The President of Concordia University System (or a designee) and the Secretary of the Synod (or a designee) shall review and verify that nominees are qualified as stated in . Only those nominees whose qualifications have been verified as described in shall be considered eligible for selection as candidates for subsequent election. (f) The Committee for Convention Nominations Secretary of the Synod shall establish and maintain a procedure to generate and publish in advance of the convention a lists of names from all who have been nominated for Synod boards and commissions who meet the qualifications (as certified under [8].1 and 3.6.6.3.2.1) to serve

  1. on a Concordia University System board of regents of a Synod college or university or
  2. on the Concordia University System Board of Directors. Information on such nominees shall be shared with the Concordia University System Board of Directors for use throughout the following triennium as it appoints further members and assists the districts and Synod colleges and universities, respectively, in identifying potential regents for election and appointment.*

3.12.3.6The Committee for Convention Nominations shall select candidates for all elective offices, boards, and commissions except President, First Vice- * 2023 Convention: Res. 7-04B [A], Proc. 172–76. President, and vice-president positions requiring regional nominations (–8; 3.3.4.1; 3.8.2.3; 3.8.3.3*).

  1. At least two candidates and at least one alternate shall be selected for each position.
  2. The committee shall determine its complete list of candidates and alternates, obtain the consent of the persons it proposes to select as candidates, and transmit its final report at least five months prior to the convention to the Secretary of the Synod, who shall post the list on the Synod’s Website and provide for its publication in a pre-convention issue of an official periodical of the Synod and in the Convention Workbook.
  3. The committee’s report shall list the qualifications of various positions used in the solicitation of nominees and contain pertinent information concerning each candidate, such as occupation or profession, district affiliation, residence, specific experience, number of years as a member of an LCMS congregation, present position, offices previously held in a congregation, district or the Synod, and qualifications for the office in question, and, if the candidate so desires, also a brief personal statement.
  4. The committee shall prepare a reserve list of nominees for use by the chairman at the convention, should the need arise.
  5. The committee shall, whenever possible, prepare and hold in readiness a slate of candidates for any new board or commission likely to be established at a convention of the Synod, and of these the committee should, whenever possible, be informed in advance.
  6. Any changes to the complete list of candidates and alternates necessitated by unavailability, declination, or ineligibility of candidates occurring after the last meeting of the Committee on Convention Nominations may be effected by the Standing Committee on Nominations. As much as possible, this shall be accomplished by advancing available alternates and by making use of the reserve list of nominees approved by the plenary committee.

3.12.3.7The chairman of the Committee for Convention Nominations shall submit the committee’s report in person to the convention at one of its earliest sessions and shall facilitate the amendment of the slate from the floor.

  1. The convention may amend the slate by nominations from the floor.
  2. Floor nominations shall be brought individually before the convention for approval before being added to the ballot and shall be voted on immediately without discussion. No floor nominations shall be accepted which would preclude, by virtue of election limitations of such office, election of any pending nominee already on the slate of candidates received from the Committee for Convention Nominations without disclosing such potential effect immediately to the convention.
  3. Such floor nominations may only be made from the list of names which have previously been offered to the Committee for Convention * Commission on Handbook: November 14, 2023. Nominations prior to the final deadline for the submission of nominations, unless the convention shall otherwise order by a simple majority vote. The President of Concordia University System (or a designee) and the Secretary of the Synod (or a designee) shall verify that all floor nominees to serve as a member of a Concordia University System board of regents possess qualifications as stated in Bylaw

3.10.6.2(8). The Chief Administrative Officer of the Synod (or a designee) and the Secretary of the Synod (or a designee) shall review and verify that all floor nominees to serve as a member of the Concordia University System Board of Directors possess qualifications as stated in .* (d) If the convention approves the receipt of such additional nominations, any delegate making such a nomination shall have secured prior written consent of the candidate being nominated and shall immediately submit it to the chairman of the Committee for Convention Nominations along with required pertinent information concerning the nominee as detailed in . (e) The qualifications of floor nominees for boards of regents of Synod colleges and universities shall be verified as provided in . The President of the Synod (or a designee) and the Secretary of the Synod (or a designee) shall review and verify that all floor nominees to serve as a member of the Concordia University System Board of Directors possess qualifications as stated in .†

3.12.3.8The Committee for Convention Nominations, in consultation with officials of the Synod, shall maintain a description of the desirable expertise required for each elected position and shall transmit this information together with suggestions for improvement of procedures to the next committee through the Secretary of the Synod.

Committee on Elections

3.12.4Prior to the convention of the Synod, the President shall appoint a Committee on Elections, which shall make the necessary arrangements for the elections, shall be responsible for the preparation and distribution of ballots, and shall supervise the elections and the tabulation of the votes.

  1. The President shall designate a chairman for the committee.
  2. The Secretary of the Synod shall provide the chairman with a current manual of suggested election procedures.
  3. The committee shall be empowered to adopt procedures and methods that will insure‡ensure efficiency and accuracy, including the use of mechanical, electronic, or other methods of casting, recording, or tabulating votes.
  4. All ballots in each election shall be preserved by the chairman of the committee until the close of the convention and shall then be destroyed.

3.12.4.1The names and district affiliation of the candidates in all elections—at least two for each position—shall be placed on the election ballot in alphabetical * 2023 Convention: Res. 7-04B [A], Proc. 172–76. † Commission on Handbook: November 14, 2023. ‡ Commission on Handbook: November 14, 2023. order. All names shall be listed without any distinctive mark, except where regional representation is a preference or requirement of the Synod.

3.12.4.2The President shall determine and announce a period of time during the convention for the election of the members of all elective boards and commissions.

  1. After the election of the First Vice-President and the other vice- presidents in that order, the election by ballot of the Secretary shall next be conducted.
  2. The election by ballot of the members of the Board of Directors shall next follow. Each category (ordained, commissioned, and lay) shall be elected separately, the order of the elections to be rotated to allow each category to be the first elected at every third convention, as monitored by the Secretary of the Synod.
  3. The election by ballot of the members of all elective boards and commissions shall next follow.
  4. A majority of all votes cast shall be required for election to all elective offices and elective board positions. Candidates receiving a majority on the first ballot shall be declared elected.
  5. Except in the elections of the First Vice-President and regional vice- presidents, when a second or succeeding ballot is required for a majority, the candidate receiving the fewest votes and all candidates receiving less than 15 percent of the votes cast shall be dropped from the ballot, unless fewer than two candidates receive 15 percent or more of the votes cast, in which case the three highest candidates shall constitute the ballot.
  6. The tally of the votes cast for each candidate shall be announced after each ballot in all elections.
  7. A person elected to an office requiring a background check shall not assume office until an appropriate background check has been completed. If a person is elected and subsequently fails to pass a required background check, the office will be deemed vacant and will be filled according to .

3.12.4.3The Committee on Elections shall report the official results of each election to the convention and shall file a written report of the tabulation of votes of each election, certified by the chairman and at least one other member of the committee, with the convention chairman and the Secretary of the Synod.