To Amend Bylaws 3.6.1.8 (c) and 3.6.4 (a) to Clarify that Two-Thirds Approval Requirements for Synodwide Corporate Entity and Lutheran Church Extension Fund Governing Document Amendments are Based on Members Actually Present at Meeting

Rationale During a review of Lutheran Church Extension Fund’s (LCEF) Articles and Bylaws, the Commission on Constitutional Matters (CCM) stated the following in Opinion 24-3050A (Minutes of May 6, 2025, pp. 92–93) with respect to the conformity of LCEF’s membership voting process with Synod Bylaws: With regard to the first item, in view of Synod Bylaws 3.6.4 (a) and 3.6.1.8 (c), the commission notes an additional detail in Article NINTH, namely, that the “two-thirds majority vote” is to be of the members (whether all members or members appointed by the Board of Directors), not of the members present at such meeting. The two instances of “present at such meeting” should therefore be removed. The same changes need to be applied in the Bylaws, Article VII, as the same standards apply to the amendment of the LCEF Bylaws as to the LCEF Articles. In consideration of the Opinion, at LCEF’s annual meeting in November, 2025,LCEF’smembersamended its articles and bylaws to remove the phrase “present as such meeting” in the relevant places in order to be in compliance. However, the Board of Directors of LCEF believe that it is in the best interest of LCEF that the two Synod Bylaws cited in the opinion be revised such that LCEF can revise its articles and bylaws in the future to reinsert the phrase “present at such meeting” in the relevant places. Presently, LCEF has 75 members. Therefore, two- thirds of the 75 members (50) must approve changes to LCEF’s articles and bylaws regardless of how many members are present to vote. Thus, for example, if only 60 of the 70 members were present to vote at the meeting (the quorum requirement thus being satisfied), then 50 of the 60 members must approve any changes, which is 83.3 percent of the members present at the meeting. The two-thirds majority requirement is already a super majority. The current situation becomes even more challenging when certain changes are made to LCEF’s articles and bylaws. In those cases, two-thirds of LCEF’s members appointed by the Board of Directors of the Synod (the members at large) must also approve voting as a separate class. There are six such members at large. Thus, to obtain approval of this class, two-thirds of the six (four) must approve. If only four of the six members at large are present at the meeting, then all four must approve, which is 100 percent of the members at large present. It iscustomaryandprudentinvotingbodiesthatamajorityorsuper- majority of those present at such meetings approve action items (assuming quorum requirements are met). LCEF requests the changes resolved below for LCEF to put in place a reasonable super majority requirement. Therefore be it

Resolved, That Bylaw 3.6.1.8 (c) be amended as follows: PRESENT/PROPOSED WORDING General Principles 3.6.1.8 Each synodwide corporate entity shall provide in its governing instruments (c) a provision that any amendments to a provision of its governing instruments which relate to its objects and purposes, the designating of its members, or the procedure for amending its governing instruments shall require a two-thirds affirmative vote of its members present at such meeting, if any, who are appointed by the Board of Directors of the Synod;

and be it further

Resolved, That Bylaw 3.6.4 (a) be amended as follows: PRESENT/PROPOSED WORDING The Lutheran Church Extension Fund—Missouri Synod 3.6.4 The 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. (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 present at such meeting as set forth in its Articles of Incorporation and Bylaws. (b) Amendments shall be reported to the next convention of the Synod.