To Amend Bylaw Section 1.5, etc., to Unify in the Bylaws and Revise Corporate Formation Requirements for Instrumental Entities of Corporate Synod and Agencies of the Synod

Rationale In the triennium now drawing to a close, the Board of Directors (BOD) has identified a number of reasons to address the requirements the Bylaws place on corporate Synod and agencies of the Synod (Bylaw 1.2.1 [a]) when they create or utilize additional corporations to do aspects of their work. Presently, these requirements are stated in part in Bylaw section 1.5 and in part in Corporations,” aspects of which were not superseded by 2016 Res. 9-02A, “To Assure Uniformity of Relationship and Asset Disposition Language in Governing Documents of Corporate Agencies of the Synod.” Faced with a number of challenges and a few opportunities, as well, the BOD invited input from the Synod wide corporate and trust entities of the Synod,the educational institutions and districts, and the Office of International Mission, and, with the involvement of the Office of the Secretary and legal counsel, through the course of many meetings, developed the following proposal, which attempts to address the following issues in the following ways: 1. Challenge: Requirements stated outside the Bylaws, in documents by the Commission on Constitutional Matters (CCM) and/or the BOD, and do not reflect modern business needs or conventional wisdom about corporate formation. Solution: All requirements are being integrated into Bylaw section 1.5 and have been reviewed in view of experience with recent test cases, including the LCEF Canada Corporation, Concordia Risk Solutions, and the great variety of foreign mission corporations presently in use and contemplated. Previous requirements not incorporated in the Bylaws (notably, 1981 Res. 5-07) will be retired. 2. Challenge: Regulations dating from 1981 or even 2016 have proven in the past triennium not best to serve the needs of the Synod regarding regulation of its agencies. In some cases, the language required to be present in governing documents has either not been included or, where included, has not been strong enough, in a modern legal situation, to accomplish intended purposes; in other places, requirements are not those that modern prudence would suggest from standpoints of corporate law or business needs. Solution: Requirements have been extensively reviewed and revised in light of decades of experience by the BOD and in reviews by the CCM. 3. Challenge: Regulations only contemplated corporate Synod and agencies of the Synod forming more agencies, all subject in the same respect to non-wa iv able requirements of Bylaw section 1.5 (except that the BOD could waive or modify requirements about certain statements in agency governing documents, Bylaw 1.5.3.6). Neither LCMS International Mission entities formed overseas for mission purposes, nor modern private equity partnerships fit this model, although both are necessary. Treating only agencies in the bylaws allows the possibility of agencies asserting they can create instrumental legal entities that are not subject to agency requirements, or creating as agencies entities that should not be agencies. Finally, relaxing requirements for all agencies to allow certain exceptions would weaken the Synod’s ability to regulate all its parts by its Constitution, Bylaws, and resolutions. Solution: The proposal develops a richer taxonomy of “instrumental entities,” described below, granting the BOD authority to grant certain exceptions for agencies below the level of synodwide corporates, districts, educational institutions, etc., and to allow formation of certain, specific types of instrumental entities as other than agencies when the agency conventions do not make sense. 4. Opportunity: The Lutheran Church Extension Fund (LCEF) and certain districts and educational institutions of the Synod have begun to explore the development or redevelopment of real property, in part, for commercial purposes, and in part, to sustain or expand ministry opportunities in locations where they otherwise could not be sustained or in connection with opportunities related to the contemplated developments. Doing so requires the creation of entities that are neither Synod agencies (as there would be involvement of commercial developers and investors) nor purely passive, “detached,” investment vehicles. Because there is no mechanism for formation of these special-purpose entities at present, even if there is a very good business and ministry case for such an effort, the BOD has no option to allow it to proceed. Solution: The proposal, in the aforementioned taxonomy, allows a category of special-purpose entity, presently limited to a narrow scope of initial possibilities, instances of which must be approved by the Synod BOD. The most important feature of the proposal is the development of a taxonomy of “instrumental entities” (defined below) that may be established, acquired, or entered into by corporate Synod and agencies of the Synod, and a definite set of regulations applicable to each. These may be outlined as follows (compare proposed Bylaw 1.5.1 below): 1. Agencies of the Synod (existing category): These are “instrumentalities…, whether or not separately incorporated, which the Synod in convention or its Board of Directors has caused or authorized to be formed to further the Synod’s Objectives (Const. Art. III)” (Bylaw 1.2.1 [a]). Every corporation formed by corporate Synod or an agency of the Synod is expected to be authorized by the BOD or convention (1981 Res. 5-09) and therefore to be, itself, an agency, meeting the requirements of Bylaw section 1.5. Corporate instrumentalities formed to further the Synod’s Objectives will remain agencies. For agencies other than those named in Bylaw 1.2.1 (a)(1) (the “Bylaw- Mandated Agencies”, such as boards, commissions, councils, seminaries, universities, colleges, and districts), the BOD will have more flexibility to allow waiver or modification of Bylaw section 1.5 requirements due to legal or business needs. a. Governed Agencies (all agencies are presently in this category): Among many other requirements for agencies are strictures on board membership (Bylaws 1.5.1.1–2) and board member removal (Bylaw 1.5.7.1) which have the effect of ensuring relative independence of agency boards. In most cases, these requirements serve well—and in all but the following cases, they will continue to apply. b. Managed Agencies (a new category for agencies that do not require the level of independence specified for governed agencies): Corporate Synod has, especially internationally, sub agencies that simply manage property and assets (generally related to international schools and international mission) under direction of corporate Synod. These do not need independent directors and would best be managed simply by a board consisting of designated employees or other designated directors, whom the designating board can replace at will. Present bylaws do not allow for this arrangement. The proposal allows for such “managed” agencies, where authorized by the BOD. 2. Non-Agency Instrumental Entities (newly acknowledged / defined / specially regulated): a. Special-Purpose Entities: Bylaws at present (and manifesting a business partnership of a Synod agency with non-Synod partners. This is a new area but one of some importance: i. In the past triennium, this has caused issues for at least one seminary as it contemplated a property development proposal as part of its master plan. ii. LCEF and the Pacific Southwest District have also identified and are hoping in the coming triennium to pursue a number of property redevelopment projects involving external partnerships, in which “excess” property of Synod would be commercially developed while retaining a “ministry footprint.” These projects are viewed as unique opportunities to maintain a “ministry foothold” in an area where repurchase at some future date would be prohibitively expensive, or where the ministry opportunity is tied to the development contemplated. The district or other property contributor would become a member of a corporation or corporations holding an interest in the property under development. iii. A university has expressed an interest in developing a holding corporation to facilitate student-run businesses or other entrepreneurial or service ventures not directly part of the mission of the university. This sort of corporate structure would likely be a part of such a plan. b. Passive Investment Entities: A number of these entities, involving a Synod agency as passive investor and an operating or general partner who managed the investment, already exist, although the Bylaws and than national inter-Lutheran entities, Bylaw 1.3.8) having as members Synod agencies and non-Synod entities. The creation of this category of acknowledged entities will allow these to be utilized and created under appropriate oversight by the BOD. It is important to understand that neither the passive investment entities nor the special-purpose entities are allowed to perform the functions of an agency (that is, fulfilling the objectives of the Synod) themselves. They are not doing ministry or calling church workers. The property they hold is not the property of the Synod (though some of it may once have been, and though Synod or its agency may hold an ownership interest in the entity). These are not an “alternative” to agencies for activities that should have the strict governance requirements of agencies. They are an acknowledgement and fitting regulation of activities that are helpful to the Synod but that do not fit properly within the agency model. The BOD proposes the following as a serviceable, unified but differentiated, model for dealing with the needs of corporate Synod and its agencies for additional corporations (and for the orderly and proper regulation of those that now exist). (The board notes compatible proposals by the Commission on Handbook, to revise the conflict-of-interest language and to revise committee requirements, both also to be found in Bylaw section 1.5; these changes do not conflict with that proposal, but to avoid excessive complexity, no attempt has been made here to account for potential numbering changes resulting from adoption of those proposals.) It fills many acknowledged gaps and allows both the assurances and the flexibility Synod needs today, and will need in years to come, to manage on behalf of its member congregations the large array of corporate entities necessary to fulfill, and to assist in fulfilling, its many objectives. Therefore be it

Resolved, That Bylaw 1.2.1 be amended to adjust the definition of agency to distinguish from other instrumental entity types, to harmonize language with that of other sections, to account for the formation of Concordia Risk Solutions (the assets of which are reserved to meet claims of the insureds), and to clarify that the property of the Synod definition covers only the property of corporate Synod and Synod agencies, as follows: PRESENT/PROPOSED WORDING 1.2 Definition of Terms 1.2.1 The following definitions are for use in understanding the terms as used in the Bylaws of The Lutheran Church—Missouri Synod: (a) Agency: An instrumentality other than a congregation or corporate Synod or a Special Purpose or Passive Investment Entity (Bylaw 1.5.1), whether or not separately incorporated, which the Synod in convention or its Board of Directors has caused or authorized to be formed to further the Synod’s Objectives (Constitution Art. III). (1) Agencies include each board, commission, council, seminary, university, college, district, Concordia Plan Services, and each synodwide corporate entity (the “Bylaw- Mandated Agencies”). (2) The term “agency of the Synod” does not describe or imply the existence of principal and agency arrangements as defined under civil law. (3) Member congregations of the Synod, which are self- governing, are not agencies of the Synod (Const. Art. VII). … (e) Concordia Plans: The Concordia Plans, while operating under the supervision of the Synod Board of Directors, are trust agencies entities whose assets are not the property of corporate Synod. … (r) Property of the Synod: All assets, real or personal, tangible or intangible, whether situated in the United States or elsewhere, titled or held in the name of corporate Synod, its nominee, or an agency of the Synod. “Property of the Synod” does not include any assets held by member congregations, the Lutheran Church Extension Fund—Missouri Synod, or by an agency of the Synod in a fiduciary capacity or as an insurer (including, for purposes of example, the funds managed for the Concordia Plans by Concordia Plan Services, the funds held by Concordia Risk Solutions, and certain funds held by The Lutheran Church— Missouri Synod Foundation, and funds held on behalf of an investor or beneficiary). The assets of a Special Purpose or Investment Entity (see Bylaw 1.5.1) are not property of the Synod as herein defined. An equity or ownership interest in such an entity that is held by corporate Synod or an agency of the Synod except in a capacity excluded above, however, is property of the Synod as that term is defined in, and to the extent and for the purposes established in, these Bylaws.

and be it further

Resolved, That Bylaw section 1.5 be amended, to distinguish different types of instrumental entities, to allow for creation of investment and special purpose entities as described, to integrate and update requirements for corporate documents and governance of instrumental entities, and to allow the Board of Directors to permit certain waivers and modifications, as follows: PRESENT/PROPOSED WORDING 1.5 Regulations for Corporate Synod and, Agencies of the Synod, and Other Instrumental Entities A. General Entity Types, Formation, and Regulation 1.5.1 This section provides regulations for the governance of corporate Synod and for the formation and governance of agencies of the Synod (whether or not incorporated) and other types of Instrumental Entities. 1.5.1.1 An Instrumental Entity is any corporation, limited liability company, partnership, association, or any other form of entity established, acquired, or entered into by corporate Synod and/or an agency or agencies of the Synod (“Participants”). Trusts are not Instrumental Entities. Corporate Synod and agencies of the Synod may form and use Instrumental Entities of the following types, each subject to regulation as indicated: (a) A Bylaw-mandated Agency, one of the agencies included by name or class in Bylaw 1.2.1 (a)(1), is subject to regulations in subsection B without the possibility of modification or waiver by the Synod Board of Directors. (b) Agencies other than those mandated by the Bylaws may be of two types: (1) A Governed Subagency has board members that are independent (with respect to Bylaws 1.5.2.3.2–3) of its Participant(s) and of other agencies of the Synod. A Governed Agency is, except as it is granted a modification or waiver by the Synod Board of Directors, subject to regulations in subsection B. (2) A Managed Subagency is an agency specifically designated as such by the Board of Directors of the Synod. A Managed Subagency has board members that need not be independent of its Participant(s) and other agencies of the Synod. A Managed Subagency is, except as it is granted a modification or waiver by the Synod Board of Directors, subject to regulations in subsection B with the following modifications:

• The board of a Managed Subagency may include (ctr. Bylaw 1.5.2.3.2) board members and/or employees from its Participant(s). These individuals may serve on the Managed Subagency’s board either by virtue of their position (serving ex officio) or as designated by the board(s) of the Participant(s), whether directly or through delegated authority.

• Individuals serving on the Managed Subagency’s board in this capacity are not subject to the usual limitations on holding multiple offices, as described in Bylaw 1.5.2.3.3.

• Any such board member may (ctr. Bylaw 1.5.2.10) be removed from office at any time with or without cause, solely at the discretion of the designating board. This removal authority may be exercised directly by the designating board or by delegation of its authority. (c) A Special Purpose Entity (SPE) is an Instrumental Entity established, acquired, or entered into by corporate Synod and/or its agencies to carry out business functions that support, but do not themselves engage in, the activities outlined in Constitution Article III. An SPE may be formed only for one of the specific purposes permitted under subsection C. An SPE is not an agency of the Synod and is subject to the requirements of subsection C only. (d) A Passive Investment Entity (PIE) is an Instrumental Entity established, acquired, or entered into by corporate Synod and/or its agencies strictly as passive investors and not to operate an active business or ministry. A PIE is not an agency of the Synod and is subject to the requirements of subsection D only. 1.5.1.2 Before Corporate Synod and/or any agencies of the Synod seek to establish, acquire, or enter into any Instrumental Entity other than a Passive Investment Entity, they must first obtain approval from the Synod’s Board of Directors. (a) The Synod’s Board of Directors will decide if, and in which of the above Bylaw 1.5.1.1 categories, an Instrumental Entity may be established, acquired, or entered into. The Board shall develop policies and procedures for applications for such authorization. (b) Each application shall include, at a minimum, the following:

• proposed Articles of Incorporation and Bylaws (or other governing documents) of the entity;

• the date when such entity is proposed to begin to function;

• an explanation of how the entity will aid in carrying out the responsibilities of the Participant(s); and

• draft language for the bylaws of the Participant(s) requiring the minutes and financial records of any subordinate agency or entity to be monitored regularly by the board(s) of the Participant(s). (c) The board’s approval of an application to form and/or the Board’s classification of an Instrumental Entity must be documented in open meeting minutes. 1.5.1.2.1 Participant(s) establishing, acquiring, or entering into a Passive Investment Entity must report such event to the Board of Directors as required in Bylaw 1.5.4.1. 1.5.1.3 The Board of Directors will maintain a register of all agencies and other Instrumental Entities of the Synod, including their categorization and any granted modifications or waivers, and provide it to any member congregation upon request. 1.5.1.4 The regulations of Bylaw section 1.5 supersede all prior resolutions governing the formation or utilization of corporations by corporate Synod and agencies of Synod. 1.5.1.5 The requirements of this section shall apply to all preexisting Instrumental Entities. (a) Participant(s) must submit to the Board of Directors of the Synod for categorization and approval any existing Instrumental Entity that has not (i) been approved by the convention or Board of Directors of the Synod and Commission on Constitutional Matters or that (ii) does not meet these requirements (potentially with modifications or waivers already granted). Thereafter, both the entity’s governing documents and its categorization must be submitted to and approved by the Commission on Constitutional Matters in accordance with these Bylaws. (b) Participant(s) in any preexisting Instrumental Entity requiring authorization, re-classification, or governing document review and approval shall have until a date four weeks prior to the report submission deadline for the 70th regular Synod convention to complete the above. Any not having completed the above by that date shall be reported by the Board of Directors to the convention with a recommendation for action. (c) This bylaw is not to be construed to require categorization or approval of preexisting Passive Investment Entities, which are excluded from the approval process by Bylaw 1.5.1.2. These are, however, to be reported as required by Bylaw 1.5.4.1. B. Regulations for Corporate Synod and Agencies of the Synod 1.5.2 The regulations of this subsection apply to corporate Synod and to agencies of the Synod. 1.5.2.1 Each Synod agency, along with every individual involved in its governance and management, is accountable to the Synod for operating within the specific responsibilities assigned to them or for which they have been otherwise authorized by the Synod, and for advancing the Synod’s objectives. 1.5.2.2 Except for the Bylaw-mandated Agencies or as otherwise prohibited herein, the Board of Directors, as legal representative and custodian of the property of the Synod, may waive or modify the provisions of this subsection for individual agencies or classes of agencies. To do so, the Board must: (a) obtain advice of legal counsel and the Commission on Constitutional Matters regarding the consequences of the provision and any proposed waiver or modification; and (b) decide, in its sole discretion, that creating or using the agency is important to furthering the Synod’s constitutional objectives; and (c) decide, in its sole discretion, that the Synod’s purposes and interests would be frustrated or unacceptably impaired apart from granting of the waiver or modification; and (d) approve the waiver or modification by a two-thirds vote, record the decision in open minutes, and file it with the Commission on Constitutional Matters. Board and Commission Membership 1.5.2.3 The board membership of corporate Synod and Synod agencies, and commission membership, shall be regulated as follows: 1.5.12.3.1 Board and commission members of all agencies shall be members of member congregations of the Synod. The Board of Directors cannot waive this requirement, but may, in only the following cases, modify it to the extent indicated: (a) for foreign mission agencies established at the request of the Board for International Mission and for foreign sub agencies of agencies of the Synod, the Board of Directors may, to the extent legally required, permit a minority of the board members to be, instead of members of member congregations of the Synod, members of congregations or missions in altar and pulpit fellowship with the Synod. 1.5.1.12.3.2 Unless otherwise specified or permitted by the Bylaws, chief executives and executive directors, faculty, staff, and all other employees on either the national or district level shall not be members of the board of the agency under which they serve, nor shall any such executives or staff be members of the board of any other agency of the Synod. For purposes of this bylaw only, staff shall mean: (a) Employees, other than faculty, roster ed as ministers of religion—ordained or ministers of religion—commissioned, whether or not serving in such capacity; or (b) Employees of corporate Synod or an agency of Synod, other than faculty, who are responsible for the development and/or implementation of policies, goals, and programs; or (c) Employees of corporate Synod or an agency of the Synod who assist chief executives, executive directors and faculty in their work and are supervised by these individuals directly or through a line of supervision. 1.5.1.22.3.3 No one, either in the Synod or a district, or between the Synod and a district,shall hold more than one elective office; or hold more than two offices, although one or both be appoint ive; or ever hold two offices of which one is directly responsible for the work done by the other. (a) For purposes of this bylaw, office includes service as an officer or board or commission member with corporate Synod or any agency of the Synod (Bylaw 1.2.1 [a]) other than a Managed Subagency as described in Bylaw 1.5.1 (b). (ab) An office shall be regarded as elective only if it is an office filled through election by a national or a district convention, even though a vacancy in such an office may be filled by appointment. (bc) Doubtful cases shall be decided by the President of the Synod. Governing Documents 1.5.3.62.4 Notwithstanding anything in the Bylaws to the contrary, the Articles of Incorporation or other governing documents of each agency shall, in the most fundamental document possible, provide: (a) That all provisions of its Articles of Incorporation and Bylaws, as well as its governance and operation, are subject to the provisions of the Constitution,the Bylaws,and the resolutions of the Synod in convention, as may hereafter be adopted or amended from time to time, and that in the event of any conflict or inconsistency between the agency’s governing documents and those of the Synod, the Constitution, Bylaws, and resolutions of the Synod shall govern; and (b) That in the event of dissolution other than by direction from the Synod in convention, the assets of such agency, subject to its liabilities, shall be transferred, consistent with applicable state and federal laws, as follows: (1) In the case of a synodwide corporate entity, district, university, college, or seminary, to The Lutheran Church— Missouri Synod as may be more specifically described elsewhere in these Bylaws; (2) In the case of a corporation formed by an agency (as defined in these Bylaws), to the agency that formed the dissolving corporation, or if such forming agency is not then in existence, to The Lutheran Church—Missouri Synod itself. (c) That, if the agency has members, membership shall not be granted except to corporate Synod and/or to an agency or agencies of the Synod, except that a district has as its corporate members the member congregations assigned to it and a district church extension fund has as its corporate member(s): (i) its respective district; or (ii) the members of the board of directors and/or elected officers of its district; or (iii) the member congregations of its district. (d) That its assets are property of the Synod as that term is defined in, and to the extent and for the purposes established in, the Bylaws of Synod, as the same may be changed from time to time. (e) That the minutes of its board of directors, as well as quarterly and audited financials, shall be promptly furnished to the board of directors of its Participant(s). (f) That any amendment or restatement of its Articles of Incorporation or Bylaws requires sixty days advance notice to any Participant(s) and to the Board of Directors of the Synod. (g) That any amendment or restatement of its Articles of Incorporation or Bylaws is subject to the prior, written approval of the Commission on Constitutional Matters. (h) That any amendment or restatement of its Articles of Incorporation or Bylaws without satisfaction of (f) and (g) is null and void and of no effect. An agency may submit any concerns related to the inclusion of subsections (a) or (b) in its governing documents to the Board of Directors of the Synod, and the Board of Directors may determine to permit the removal or modification of these provisions for an affected agency. The phrase “in the most fundamental document possible" means and refers to the foundational legal document that establishes the existence of the entity. If, for some reason, the Articles of Formation cannot include the provision (due to legal or practical constraints), then the next most authoritative document—such as the Bylaws— should be used. Organization 1.5.2.5 The organization of corporate Synod and each agency of the Synod shall be regulated as follows: 1.5.32.5.1 Every agency Bylaw-mandated Agency of the Synod (Bylaw 1.5.1 [a]) shall meet at least quarterly unless otherwise stipulated in the Bylaws. Exceptions require the approval at least annually of the President of the Synod. All such agencies shall announce their upcoming regular meetings. 1.5.2.5.2 Unless otherwise specified in the Bylaws, each agency is free to select a manner of meeting, consistent with Board of Directors policy, that best enhances its ability to accomplish its mission, taking into consideration fostering the open exchange of ideas, availability of technology to all members, stewardship of resources, perception of fairness, controversial nature of agenda items, and whether secret ballots might be used. 1.5.3.12.5.3 At Unless otherwise stipulated in these Bylaws, at the initial meeting after members take office under new terms filled by regular election or appointment, all mission boards, commissions, and governing boards shall organize themselves as to chair, vice- chair, secretary, and other standing committees and positions as necessary or mandated by these Bylaws and shall conduct business in accordance with accepted parliamentary rules. 1.5.3.22.5.4 All mission boards, commissions, and governing boards may make use of executive committees to act in times of emergency between plenary meetings, to act on delegated assignments, and to act as specified elsewhere in these Bylaws. (a) Executive committees may not perform acts specifically required by statute or by legislation or the Constitution, Bylaws, and resolutions of the Synod to be performed by the agency, nor may they overturn actions of the agency alter or repeal actions of the board of the agency. (b) All executive committee actions shall be reported to the next plenary sessions of the agency. 1.5.3.32.5.5 All mission boards, commissions, and governing boards may also delegate a specific assignment for a limited time to a committee composed of its own members. 1.5.3.42.5.6 All mission boards, commissions, and governing boards may appoint standing committees of specialists to provide professional or technical assistance to the board or commission and may delegate certain responsibilities to such committees while retaining supervision. Standing committees may be made up of or include non-board or commission members.The creation of standing committees including non-board or commission members shall be reported to the President and the Board of Directors of the Synod. Minutes and Financial Books and Records 1.5.2.6 The minutes and financial records of corporate Synod and Synod agencies shall be regulated as follows: 1.5.3.52.6.1 All agencies of the Synod shall develop policies and procedures for making available official minutes of their meetings. All mission boards and commissions shall develop policies and procedures to make available upon request and at a reasonable price a verbatim copy of the official minutes of their meetings except for executive sessions. Any member of the Synod may request a copy of any official minutes of mission boards or commissions by submitting a written or electronic (via email) request to the Secretary of the Synod, who shall provide such minutes according to the policy of the Board of Directors. Full Financial Disclosure 1.5.42.6.2 The Synod and each of its agencies shall fully disclose their financial books and records to any member congregation of the Synod. (a) Full disclosure includes all information (including, but not limited to, information required to be made available under state law) recorded in any fashion, except the following: (1) Information that would violate the expected confidentiality of donors. (2) Personnel files or other information that would violate the expected confidentiality of employees. (3) Information that relates to in-process negotiations of financial matters. (4) Information the disclosure of which would breach a legal obligation of the Synod or its agencies or affect pending litigation or claims against the Synod or its agencies. (5) Information that is preliminary in nature or otherwise has not been finalized in its form and content. (b) Salaries of elected officers of the Synod, as identified in Constitution Art. X A, shall be published annually in an official periodical. (c) The accounting department of the Synod shall publish annually in an official periodical an invitation to request full, audited financial statements and summary operating budgets of the Synod or its agencies. (d) The Synod and its agencies shall share, upon request, the quarterly financial statements as reported to the respective governing boards. (e) All information produced for normal publication or distribution shall be provided free of charge. (f) Requests for detailed financial information or the inspection of financial records shall be made in writing to the respective corporate boards by a member congregation and shall state the records desired and the time period to be covered. (1) All responses to requests for information involving research or compilation shall be billed to the member on the basis of actual costs. (2) Any inspection of financial records shall be done by (a) member(s) of the congregation or its stated authorized agent at a mutually agreeable time and place. (3) The board may decline to provide the information requested if the board can demonstrate by clear and convincing evidence that the member congregation’s request is with the specific intent to cause harm to the Synod or one of its agencies or with the sole intent of deliberately and significantly disrupting the operations and affairs of the Synod or one of its agencies. (4) Any declination to provide information or decision to limit inspection shall be explained in writing. (5) Challenges to any board decisions declining to provide information or to limit inspection may be reviewed under the Synod’s dispute resolution process. 1.5.2.6.3 The board of each Bylaw-Mandated Agency must regularly review the minutes (if applicable) and financial reports of its Instrumental Entities and, at least bi-annually, report to the Board of Directors of the Synod,ina form set by its policies,their existence and their performance in achieving their assigned objectives. Agency Operations 1.5.2.7 The operations of corporate Synod and of each agency of the Synod shall be regulated as follows: 1.5.52.7.1 Every agency shall operate under the general human resources policies of the Synod as provided by the Board of Directors of the Synod, in accordance with Bylaw 3.3.4.3. Specific policies under these general policies may be adopted by each agency’s governing board in order to accommodate the unique character of its operations. 1.5.5.12.7.2 All agencies shall develop policies regarding their relations with staffs in accordance with general human resources policies provided by the Board of Directors of the Synod. 1.5.5.22.7.3 When calling ordained or commissioned ministers, agencies shall seek the counsel of the district president who would, by virtue of the call,assume ecclesiastical supervision of the minister (Bylaw section 2.12). If the call is such that the district president to assume ecclesiastical supervision is not known, the counsel of the president of the district within which the agency is located or with which it is associated shall be sought. Agency Conflict Resolution 1.5.2.8 Dissent to decisions of, and administrative and programmatic conflicts between, corporate Synod and Synod agencies shall be regulated as follows: 1.5.62.8.1 Dissent to decisions made by an agency shall ordinarily be expressed within the structure of that agency. 1.5.6.12.8.2 Administrative and programmatic conflicts between agencies of corporate Synod, between such agencies and the synodwide corporate entities, and between synodwide corporate entities shall be dealt with by the parties concerned in a Christian manner with the assistance of the President of the Synod. Ethics and Conflicts of Interest 1.5.2.9 Ethical and conflict-of-interest standards for corporate Synod and Synod agencies shall be regulated as follows: 1.5.1.32.9.1 Every board or commission member, officer, and all staff of corporate Synod and every agency of the Synod shall be sensitive in their activities to taking or giving offense, giving the appearance of impropriety, causing confusion in the Synod, or creating potential liability. Disclosure of Conflicts of Interest 1.5.22.9.2 Every board or commission member, officer, and all staff of corporate Synod and every agency of the Synod shall avoid conflicts of interest as described in this bylaw. (a) Every agency shall implement the synodwide conflict-of- interest policy, and that policy shall be applicable to them and all staff operating under them. This policy shall include the following provisions: (1) Every board or commission member shall disclose to the chairman of the agency and all staff shall disclose to the chief executive or executive director of the agency any potential conflicts of interest. Each chairman or chief executive or executive director shall disclose personal potential conflicts of interest to the appropriate board or commission. (2) Such disclosures shall include board membership on, a substantial interest in, or employment of the individual or a relative by any organization doing business with corporate Synod or any of the agencies of the Synod. (3) Every board or commission member, officer, and all staff of corporate Synod and every agency of the Synod who receives honoraria or payments for any sales or services rendered to corporate Synod or any of the agencies of the Synod shall disclose such information. (4) All such disclosures shall be reported to the respective board or commission to determine by a vote of its remaining impartial members whether an inappropriate interest exists, and such vote shall be recorded in its official minutes. In the case of officers, all such disclosures shall be reported to the President of the Synod to determine whether an inappropriate interest exists. (b) Responsibilities shall be carried out in a manner reflecting the highest degree of integrity and honesty consistent with the Scriptures, the Lutheran Confessions, the Constitution, Bylaws, and resolutions of the Synod, the policies of corporate Synod and the agencies of the Synod, and civil laws. (1) Activities shall not be entered into which may be detrimental to the interests of the Synod. Any inappropriate activity shall cease or the position will be vacated. (2) Information acquired in the course of carrying out duties of the Synod shall not knowingly be used in any way that would be detrimental to the welfare of the Synod. (3) No one shall vote on any transaction in which the individual might receive a direct or indirect financial gain. (4) The Boardof Directors shall establish policy regarding the acceptance of gifts, entertainment, or favors from any individual or outside concern which does or is seeking to do business with corporate Synod or the agencies of the Synod. (c) Individuals, prior to accepting elected, appointed, or staff positions, shall initially and annually thereafter sign statements stating that they have received, understand, and agree to abide by this bylaw and the Synod’s conflict of interest policy. Removal of Individual Members from Board or Commission Membership 1.5.72.10 Individual members of the Synod’s commissions and the boards of its agencies, as well as the individual members of its Board of Directors, shall discharge the duties of their offices in good faith. The following are considered cause for removal pursuant to this bylaw: (1) In capacity (2) Breach of fiduciary responsibilities to the Synod or agency (3) Neglect or refusal to perform duties of office (4) No longer satisfying any of the qualifications for directors set forth in the articles of incorporation or bylaws of the entity as in effect at the beginning of the member’s term (5) Conviction of a felony (6) Failure to disclose conflicts of interest to the Synodor agency (7) Conduct evidencing a scandalous life (8) Advocacy of false doctrine (Constitution Art. II) (9) Failure to honor and uphold the doctrinal position of the Synod (10) Accumulation of three un excused absences within any term of office 1.5.7.12.10.1 Unless otherwise specified in these Bylaws, the procedure for removal of a member of a commission, agency board, or the LCMS Board of Directors, except for those persons subject to Bylaw sections 2.15 and 2.16, shall be as follows: (a) Action for removal shall require written notice to each member of the relevant commission, agency board, or LCMS Board of Directors at least 30 days prior to a special meeting of the commission, agency board, or LCMS Board of Directors called for that purpose. A copy of such notice shall be sent to the President and the Secretary of the Synod and to the ecclesiastical supervisor, if applicable. (b) The special meeting shall be held no later than 60 days after the provision of the written notice, unless extended by the mutual agreement of the parties. (c) Removal shall be effected by (1) recommendation of such to the Synod’s Board of Directorsbyavoteinfavorofremovalbyatleastthree-fourths of all current members (excluding the person whose membership is in question) of the applicable commission, agency board, or LCMS Board of Directors; and (2) by a vote in favor of the recommendation of removal by at least three-fourths of all current members (excluding the person whose membership is in question) of the Board of Directors of the Synod. (d) Removal may be appealed by a member who has been removed from a commission, agency board, or the LCMS Board of Directors through the use of the Synod’s dispute resolution process as provided in Bylaw section 1.10. (e) From the time that written notice is given until the commission, agency board, or the LCMS Board of Directors takes action with respect to the removal, the member(s) subject to removal may not vote on matters before the commission, agency board, or LCMS Board of Directors. (f) If a Concordia University System(CUS) college or university board of regents is presented with a written notice from the CUS Board of Directors, a copy of which shall also have been sent to the President and Secretary of the Synod and to any applicable ecclesiastical supervisor, detailing the basis for cause for removal of a member of the board of regents pursuant to Bylaw 1.5.7 2.10 (2), (8), or (9), the written notice shall be handled as follows: (1) The board of regents shall schedule and hold a special meeting as required under Bylaw 1.5.72.10.1 (a) and (b) and consider a recommendation for removal under Bylaw 1.5.72.10.1 (c) (1). (2) If the board of regents fails to take action or declines to recommend removal under Bylaw 1.5.72.10.1 (c) (1) within 90 days of receiving the written notice from the CUS Board of Directors, the CUS Board of Directors may present the written notice to the Praesidium of the Synod. (3) The Praesidium, without participation of the First Vice- President of the Synod, shall make an initial determination as to whether the written notice presents sufficient grounds for removal of a member of a board of regents under Bylaw 1.5.72.10 (2), (8), or (9). (4) If the Praesidium determines, by majority vote, that the written notice presents sufficient grounds for removal, a three- person panel shall be appointed, consisting of the First Vice- President of Synod, a member of the Council of Presidents appointed by the Council of Presidents, and an additional member who is a member of the Council of Presidents who shall be appointed by the First Vice-President and the member ofthe Councilof Presidents whowas appointed by the Council of Presidents. (5) This panel shall consider the written notice and evidence submitted by the CUS Board of Directors and the board of regents member and make a determination as to whether there is sufficient grounds for removal of the board of regents member under Bylaw 1.5.72.10 (2), (8), or (9). (6) If a majority of the panel concludes sufficient grounds exist, it shall make a recommendation to the Synod’s Board of Directors. This recommendation shall be considered and acted upon under Bylaw 1.5.72.10.1 (c) (2). (7) If the CUS Board of Directors presents written notice stating cause for removal of more than one member of the board of regents, each written notice shall be handled separately, although if a panel is appointed these can be considered by the same panel. 1.5.7.22.10.2 To the extent that the application of this bylaw is limited by applicable law with respect to the removal of members of a commission, agency board, or the LCMS Board of Directors, the commission, agency board, or LCMS Board of Directors on which the member serves may recommend the removal and attempt to cause the appropriate procedures under applicable law, these Bylaws, and the governing documents of the affected entity to be followed to permit the removal of such commission, agency board, or LCMS Board of Directors member. Removal of Officers of the Synod or District from Office 1.5.82.11 Officers of the Synod and a district shall discharge the duties of office in good faith. The following are considered cause for removal from office of an officer of the Synod or a district pursuant to this Bylaw, but not from membership in the Synod: (1) In capacity (2) Breach of fiduciary responsibilities to the Synod or a district (3) Neglect or refusal to perform duties of office (4) Conviction of a felony 1.5.8.12.11.1 Unless otherwise specified in these Bylaws, the procedure for removal of an officer of the Synod or a district from office shall be as follows: (a) Action for removal of an officer of a district other than a district president shall require written notice to each member of that district’s board of directors at least 30 days prior to a special meeting of the board called for that purpose. A copy of such notice shall be sent to the President and the Secretary of the Synod and to the ecclesiastical supervisor, if applicable. (b) Other than in the prior subsection (a), action for removal of an officer of the Synod other than the President of the Synod shall require written notice to each member of the Synod’s Board of Directors at least 30 days prior to a special meeting of the Board called for that purpose. A copy of such notice shall be sent to the President and the Secretary of the Synod and to the ecclesiastical supervisor, if applicable. (c) The special meeting provided for herein shall be held no later than 60 days after the provision of the written notice, unless extended by the mutual agreement of the parties. (d) Removal from office of an officer of a district, other than a district president, shall be effected by a vote in favor of removal by at least three-fourths of all current members of the district board of directors (excluding the officer in question if a member of the board); and (e) Removal from office of an officer of the Synod, other than the Synod President, shall be effected by a vote in favor of the recommendation of removal by at least three-fourths of all current members (excluding the officer in question if a member of the board) of the Board of Directors of the Synod. (f) Removal pursuant to this Bylaw may be appealed by the officer who has been removed from office through the use of the Synod’s dispute resolution process as provided in Bylaw section 1.10. C. Regulations for Special Purpose Entities 1.5.3 A Special Purpose Entity (SPE), as defined in Bylaw 1.5.1 [c] and further below, shall be subject to the following regulations. (a) An SPE is an Instrumental Entity other than an agency that is established, acquired, or entered into by corporate Synod and/or one or more agencies (hereafter, “Participant[s]”) to carry out business functions beyond the unaided capacity of its Participant(s) that support, but do not themselves enter into, the purposes outlined in Constitution Article III. An SPE does not call roster ed church workers. (b) Except as specifically provided in these bylaws or its governing documents, the property of a Special Purpose Entity is not property of the Synod. This provision does not exclude Participant(s) or the Synod from retaining rights of reversion or reentry, including those based on use restriction, in the property of the entity. Nor does it exclude from the property of the Synod, as that term is defined in, and to the extent and for the purposes established in,these Bylaws,any equity or ownership interest that the Participant (s) may hold in the entity in a capacity other than those excluded in Bylaw 1.2.1 (r). (c) Participant(s) are responsible for the oversight and, to the extent specifically defined in SPE governing documents, supervision of the SPE. (1) Participant(s) shall regularly and promptly review the minutes and financial statements—un audited and audited, as presented to SPE boards—of their SPE(s). (2) A Participant board shall facilitate access upon request by the Board of Directors of the Synod, as provided for in Bylaw 3.3.4.10, to the records of any SPE participated in. 1.5.3.1 Establishment of, acquisition of, or entry into a Special Purpose Entity is subject to applicable policies of, and requires that Participant(s) be authorized by, the Synod Board of Directors. The Board of Directors of the Synod may, at its discretion, approve a Special Purpose Entity for a specific purpose and for a limited duration. The approval shall be set forth in a resolution by request to the Board of Directors in open session. (a) A request to form, acquire, or enter into a Special Purpose Entity must be submitted to the Board of Directors of the Synod by the Participant(s) under Bylaw subsection 1.5.1, above. In addition to the requirements set forth in Bylaw 1.5.1 above and policies adopted by the Board, the request shall include, at a minimum: intended support for the Participant(s)’ assigned Article III mission and ministry responsibilities. shall (except as a waiver is requested of the Synod Board of Directors):

• provide for oversight of entity activities by the Participant(s);

• indemnify and limit liability for the Synod and Participant(s) for the activities of the entity;

• require approval of amendments to reserved rights of Participant(s), of Synod, or of Synod members in entity governing documents by the Participant(s) and the Synod Board of Directors; and

• state the proposed duration of any specific purpose or project of the entity. insurance. entity. the Synod to be transferred or provided on an initial or ongoing basis to the entity. 6. Assurance by the Participant(s) that they will exercise proper oversight of the entity, including receiving and review annual independent audited or compiled financial statements for the entity. 7. Assurance by the Participant(s) that the entity will not engage in activities contrary to the doctrine and practice of the Synod or permit property of the entity to be used for such purposes. Purpose Entity and criteria for project completion or termination. (b) The Board of Directors may authorize Special Purpose Entities of the following types: (1) Real estate development, redevelopment, or holding, provided that the project both includes features that physically accommodate ministry purposes and involves, at least as a consultant, the Lutheran Church Extension Fund. (2) Other categories specifically identified in the published policies of the Board of Directors. 1.5.3.2 Participant(s) shall immediately report to the Board of Directors of the Synod (“Board”) the establishment of, acquisition of, or entry into any Special Purpose Entity (all of which must be approved in advance by the Board), and shall report biannually to the Board, in a form it shall specify, on their continued participation in, and the activities and performance of, Special Purpose Entities. D. Regulations for Passive Investment Entities 1.5.4 A Passive Investment Entity (PIE), as defined in Bylaw 1.5.1 [d] and further below, shall be subject to the following regulations. (a) A PIE is an Instrumental Entity other than an agency that is established, acquired, or entered into (as more than a diminutive shareholder, which threshold maybe further defined by the Board of Directors in its policies) by corporate Synod and/or one or more agencies (hereafter, “Participant(s)”), not to operate or manage an active business or ministry, and not to solicit donations or raise funds for the Participant, but solely to provide Participant(s) a means of passive investment. It may have an operating general partner or member, other than Participant(s), providing investment management day-to-day. (b) Includedasa PIEisanentityinwhichthe LCMSFoundation, or an agency of the Synod with the guidance of the LCMS Foundation, receives an interest (as more than a diminutive shareholder) by gift, bequest, or devise. Such interest is not to be held beyond a period of time fixed by the Board of Directors of the Synod in its policies. (c) Except as specifically provided for in these bylaws or its governing documents, the property of a PIE is not property of the Synod. This provision does not exclude Participant(s) or the Synod from retaining, where applicable, rights of reversion or reentry, including those based on use restriction, in the property of the entity. Nor does it exclude from the property of the Synod, as that term is defined in, and to the extent and for the purposes established in, these Bylaws, any equity or ownership interest the Participant(s) may hold in the entity in a capacity other than those excluded in Bylaw 1.2.1 (r). (d) Participant(s) are responsible for the oversight and, to the extent specifically defined in PIE governing documents, supervision of the PIE. (1) Participant(s) shall regularly and promptly review the minutes, if available, and financial statements—un audited and audited, as presented to PIE boards—of their PIE(s). (2) Participant board(s) shall facilitate access, at the same level possible to them, upon request by the Board of Directors of the Synod, as provided for in Bylaw 3.3.4.10, to the records of any PIE participated in by the Participant(s) collectively at a majority level. 1.5.4.1 Participant(s) shall report to the Board of Directors of the Synod (“Board”) the establishment of, acquisition of, or entry into any Passive Investment Entity, and shall report on a biannual basis to the Board, in a form it shall specify, on their continued participation in, and the activities and performance of, Passive Investment Entities. (a) Establishment, acquisition,or entry into a Passive Investment Entity in which Participant(s) have majority ownership shall be reported no less than fourteen (14) days prior to the Board of Directors. Excluded from this requirement and subject to (b) instead are PIEs as described in Bylaw 1.5.4 (b) and PIEs in which Participant funds invested are excluded from the definition of property of the Synod in Bylaw 1.2.1 (r). (b) Establishment, acquisition, or entry into any other Passive Investment Entity shall be reported in the next biannual report. 1.5.4.2 Specifically reserved to the Board of Directors of the Synod is the right to regulate by its policies, as it sees the need arise, the establishment of, acquisition of, or entry into Passive Investment Entities, excepting those in which Participant funds invested are excluded from the definition of property of the Synod in Bylaw1.2.1 (r).

and be it further

Resolved, That Bylaw section 3.3.4.7 be amended as follows: Board of Directors … 3.3.4.7 The Board of Directors shall serve as the custodian of all the property of the Synod as defined in Bylaw 1.2.1 (r). 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. (a) 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. (b) 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. (c) 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. (d) Regarding the Synod’scolleges, 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. (e) An agency may submit any question related to the status of assets as property of the Synod to the Board of Directors of the Synod, which shall determine whether such assets are property of the Synod.

and be it finally

Resolved, That Bylaw section 3.6.1.1 be amended, to allow the Board of Directors not only to create new synodwide corporate entities but also to assign new responsibilities to those existing, as follows: PRESENT/PROPOSED WORDING 3.6 Synodwide Corporate Entities General Principles … 3.6.1.1 Formation of a synodwide corporate entity, or assignment of a new area of responsibility to an existing one, shall require the approval of the Synod in convention or the Board of Directors of the Synod. (a) At least six months prior to such approval an announcement there of 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 or assignment of new responsibility advisable or necessary. (b) The announcement shall include an invitation for members of the Synod to submit comments there on to the Board of Directors of the Synod. (c) If the Board of Directors forms a new entity or assigns a new area of responsibility, it shall report its action to the Synod promptly and in a special report to the next Synod convention and, if it is in its judgment in the best interest of the Synod, it shall propose a Bylaw amendment reflecting the new entity or assignment to the subsequent convention of the Synod. Board of Directors, Pacific Southwest District; LCMS Board of Directors; Board of Directors, Lutheran Church Extension Fund;