Board of Directors

A. Relationship to the Synod It is necessary to understand clearly what the Synod is when considering a report from the Synod Board of Directors (BOD). The Synod is an organization of congregations. The congregations created the Synod to carry out specific activities that congre-gat ions cannot do alone or can do more effectively when acting together. The Synod was created by, is maintained by, and continues to exist to serve the Synod’s congregations and individual members. Synod Const. Art. VII establishes the relationship of the Synod to the congregations: “Synod is not an ecclesiastical government exercising legislative or coercive powers.” It is only advisory with respect to the individual congregations. The congregations that formed and continue to maintain the Synod have a common confession stated in Art. II. This confession is that the “written Word of God is the only rule and norm of faith and practice” and that the Lutheran Confessions are “a true and unadulterated statement and exposition of the Word of God.” It is this confession that binds the congregations (and individual members) together. Every member of the Synod accepts this confession “without reservation” and is not free to depart from it. The Synod, under Scripture and the Lutheran Confessions, has established, in Const. Art. III, the Synod’s objectives. To carry out these objectives, the member congregations, through their Synod, have created seminaries and universities, synodwide corporation and trust entities, and various other agencies (see Bylaw 1.2.1 [a]), as well as various offices and the BOD. The BOD, all Synod agencies, offices, and others were created to serve congregations and other members. They do so by carrying out the objectives established by the Synod. This is always to be done (1) consistent with Scripture and the Lutheran Confessions; and (2) according to the directives given by the Synod congregations in the form of a Constitution, Bylaws, and convention resolutions. The role of the BOD within the Synod is unique. The BOD is both the board of corporate Synod, the Missouri corporation (compare Bylaws 1.2.1 [f] and [v]), and “an officer” of ecclesial Synod (Const. Art. XI A 4), overseeing especially the business, property, and legal aspects of the Synod’s work in the agencies of the Synod outside corporate Synod (Const. Art. XI E 2) and exercising the specific business, property, and legal authority and duties not delegated otherwise. The important role of the BOD makes it directly “accountable to the Synod in convention for the discharge of its duties” (Bylaw 3.3.4). The BOD takes this accountability very seriously. In all its work, it keeps at the forefront of its actions the decisions and interests of the Synod congregations and individual members. The BOD’s work involves left-hand kingdom matters, including property of the Synod (Bylaw 1.2.1 [r]) and a broad variety of business and legal matters. The BOD has oversight (Bylaw 1.2.1[p]) and other responsibilities over the Synod’s seminaries, universities, synodwide corporation and trust entities, and other agencies. Oversight means “to monitor; to make inquiry and receive a response there to; to make suggestions; to bring to a higher authority.” The “higher authority” for the BOD is the Synod in convention. The right-hand kingdom ecclesiastical responsibilities are given to the Synod President, district presidents, and other officers.

• Made numerous appointments and filled vacancies as provided by the Bylaws.
• Updated and modified various policies that guide the work of both the BOD and agencies of the Synod.
• Received, considered, and sometimes acted relating to reports from Synod agencies.
• Monitored, and when in the best interests of the Synod, resolved, defended, and pursued litigation involving corporate Synod.
• Monitored litigation involving agencies of the Synod and submitted amicus curiae briefs on issues of significance to First Amendment rights, including religious freedom and freedom of speech, considered by the courts.
• Released funds to resolve a corporate Synod guarantee of Concordia University System (CUS) debt.
• Continually monitored giving and other financial trends.
• Approved the purchase of property in Wittenberg, Germany, that will provide space to support Synod mission work across Europe.
• Directed a comprehensive review of the scope and efficiency of work within each of the corporate Synod officers’ respective departments.
• Established policies to ensure adequate reserves for corporate Synod to avoid future deficiencies of available cash to meet budget requirements.
• Retained new legal counsel for Synod to provide informed options, perspectives, and support for actions taken or considered by the BOD and Synod officers.

C. Proactive Initiatives of the Board The BOD has also worked diligently to take a more proactive approach to address significant issues that have broad synodwide impact. In this process, the BOD has worked to create a cooperative working atmosphere with and among the agencies of the Synod. These efforts include: • Formed an LCMS Entity Activity Development (LEAD) Committee that has worked extensively with the synodwide corporate and trust entities and other agencies to prepare and submit for consideration by the 2026 Synod convention proposed changes to bylaws that impact corporate Synod and agencies of the Synod when creating corporations. If adopted, this will provide uniformity across the Synod and—by retiring confusing former regulations in large part not previously captured in the Bylaws—clarity for those forming and evaluating the formation of new corporations.

• Identified and sought opportunities to engage boards of Synod agencies for collaboration, discussion, and training on matters including Synod governance and compliance, relationship of the BOD to the various agency boards, fiduciary responsibilities owed to the agency and to the Synod, the First Amendment, and hard decisions on challenging issues.
• Approved and submitted to the convention overtures that relate to the mission boards, appointed Synod officers, and CUS and in response to opinions of the Commission on Constitutional Matters (CCM).

B. Stewardship Actions of the Board More specifically, and as an example, over the past triennium, the BOD considered and took the following actions as part of its stewardship of Synod resources: • Approved master plan changes and capital projects for both seminaries and most of the universities.

• In response to the leadership and diligent work of Concordia Plan Services (CPS), the BOD approved the creation of a property and casualty insurance company, named Concordia Risk Solutions (CRS), that will be able to provide insurance to corporate Synod, agencies of the Synod, auxiliaries, recognized service organizations, and member congregations. The BOD also delegated the management of CRS to CPS.
• With the help and insight of Synod’s Chief Financial Officer, Nathan Haak, the BOD has adopted a balanced budget each of the past three years and continued a multi-year process of improving the financial condition of corporate Synod. Please note CFO Haak’s Report (Report R5.2).
• Worked with the Operations Team in long-range planning to develop long-term plans to sustain corporate Synod operations and foster financial stability and integrity.
• Adopted policies and protocols to maintain financial strength and integrity when adopting future budgets.
• As part of its regular monitoring of gifting and other financial trends, noted, in particular, continuing decline in receipts from the districts, resulting in large part from the decline of receipts by the districts from congregations.
• Updated policies governing executive compensation for corporate Synod and the synodwide corporation and trust entities.

D. 2023 Resolution 7-04B This resolution made comprehensive changes to the CUS and the overall governance of the Concordia universities. It also addressed certain long-standing issues that have impacted how “property of the Synod” (Bylaw 1.2.1 [r]) is to be managed by the Synod with respect to the Concordia universities and Synod seminaries. Resolution 7-04B provided: Resolved, That the BOD, after input from the Commission on Constitutional Matters, review within the upcoming triennium the governing documents and governance practices of all higher education institutions of the Synod, and all boards of regents and boards of associated foundations be directed to correct any identified noncompliance with the Synod Constitution, Bylaws, and resolutions; and be it further Resolved, That each university of the CUS shall acknowledge in a written agreement, facilitated by the BOD of the Synod, the paramount right, title, and interest of the Synod in the name Concordia, … ; and be it finally Resolved, That the BOD report to the subsequent Synod convention its progress in achieving the foregoing and any proposed bylaw changes or other action needed to more faithfully steward resources for higher education in the Synod. As required by Res. 7-04B, the CCM conducted an extensive review of the governing documents and governance practices of all Concordia universities and Synod seminaries. The CCM then provided comprehensive and detailed reports to each of the higher education institutions and the BOD. The BOD has accepted the CCM opinions in their entirety and has worked with the higher education institutions to bring all their governing documents and governance practices into compliance with the Constitution, Bylaws, and resolutions. Much progress has been made in this effort. But there remains more work to be done.

Res. 7-04B directs the BOD to report to the 2026 Synod convention its progress in achieving this resolution requirements and to propose bylaw changes and other action as may be necessary. Because of the detail involved, the number of corrections that remain to be made, and the intensive work the institutions are engaged in at the Workbook deadline, the BOD intends to continue its work over the upcoming months and provide a supplemental report to the 2026 convention identifying any remaining corrections to be made and proposing any further action that might be necessary.

E. Challenges for the Board In large organizations it is not uncommon to have “silos,” which are units within the organization that pursue an agenda or direction at least isolated from and often increasingly inconsistent with the objectives and mission of the organization. That has occurred in the Synod. Perhaps the best example of this is the theological direction that the Concordia Seminary, St. Louis, administration and faculty majority took in the 1960s and 1970s that was in direct conflict with our confession. Correcting this had a dramatic impact on all aspects of our church body that continues today. But the Seminex circumstance, while perhaps the most significant and best known, is not the only silo that has existed or could exist in our Synod. Silos have existed through many agencies in all aspects of the Synod. Absent intentional effort, they naturally arise and strengthen. They have hurt the Synod and cost her vital resources. All must consciously resist their development. Sometimes the misdirection is theological, sometimes it involves left-hand kingdom matters, and sometimes it involves both. There has been steady progress in recent years by many in the Synod, including the BOD, to eliminate these silos. This effort will continue. Eliminating silos will help the Synod more faithfully and efficiently carry out its objectives consistent with its confession; will help avoid unnecessary conflict, disputes, division, and improper utilization of property of the Synod; and, simply put, will help us all walk together more faithfully. While the President is charged with promoting and maintaining “unity of doctrine and practice” and seeing that the officers and agencies of the Synod “act in accordance with Synod’s Constitution” (Const. Art. XI B 1–3), the BOD in its sphere must oversee business, property, and legal aspects in a way that keeps the whole responsible and responsive to the convention. The BOD faces with some regularity concerns that individuals or agencies are failing, with regard to property, business, or legal matters, to comply with the Constitution, Bylaws, and resolutions of the Synod. It is then incumbent upon the BOD to address and attempt to correct any noncompliance. On occasion, the individuals or agencies continue to proceed in a fashion that conflicts with what the Synod has decided. In these situations, it is important to consider again that the Synod and all its agencies are responsible to the member congregations. The congregations have made decisions as to how they will be served best by those who they have put in positions to carry out their decisions. This means that when individuals or agencies fail to comply with the Synod Constitution, Bylaws, and resolutions, they are failing to honor and respect what the Synod’s member congregations have decided. The BOD, with some frequency, receives an assortment of excuses or justifications for noncompliance. Sometimes, efforts are made to negotiate with the BOD an agreement that would allow the noncompliance. The BOD, of course, has never been given the authority to excuse noncompliance with Synod’s Constitution, By-laws, and resolutions. For this reason, the BOD is always steadfast in maintaining that all officers and agencies of the Synod must always respect and serve the congregations by complying with the decisions the congregations have made in the Synod Constitution, Bylaws, and resolutions. Another challenge faced by the BOD is the apparent lack of appreciation of some Synod agencies and officials of the breadth of the First Amendment to the U.S. Constitution. Historical and recent opinions by the U.S. Supreme Court have consistently affirmed the great protections given to us as a church body in the U.S. to both freedom of religion and the avoidance of government compulsion on how we conduct our affairs as a Christian church body. The First Amendment is not just an individual right—the First Amendment broadly protects the church’s power to decide internal matters of faith, doctrine, and governance free from state interference. It is a limitation on government authority founded in the Establishment Clause and Free Exercise Clause. The BOD, from time to time, encounters arguments or resistance to how Synod congregations have chosen to organize and conduct their business. Sometimes these arguments incorporate a lack of understanding of the broad scope of our First Amendment rights. Bylaw 1.2.1 (f)(2) reminds us of the congregations’ directive in this regard: While the Synod “intends to acknowledge its responsibility to be subject to civil authority, in all such references [to laws] the Synod intends to retain all authority and autonomy allowed a church under the laws and Constitution of the United States and the State of Missouri.” To ensure a better understanding of our First Amendment rights across the Synod, the BOD intends to continue to highlight the importance of our First Amendment and other religious rights. This will be done with the training provided to the Concordia university boards of regents under Bylaw 3.10.6.2.2 and when the opportunity otherwise arises. The members of the BOD express their sincere thanks to the Synod for the special privilege afforded them to serve the Lord by serving the Synod’s congregations and other members.