Res. 8-02 — To Amend Bylaw Section 3.7 to Clarify Additional Assigned Responsibilities and Provisions on the Board of Trustees—Concordia Plans / Board of Directors—Concordia Plan Services

WHEREAS, Bylaw section 3.7 currently describes the responsibilities of Concordia Plan Services (CPS) and those it serves in terms that no longer fully reflect its present scope of responsibilities and service. For example, this year Synod’s Board of Directors (BOD) has authorized formation of an entity, Concordia Risk Solutions, a captive insurance company, to provide for property and casualty insurance and reinsurance within the Synod, an activity the BOD delegated to the Board of Directors—Concordia Plan Services consistent with Commission on Constitutional Matters (CCM) Opinion 24-40 3043, “Concordia Plan Services Property Casualty Insurance Program” (minutes of the BOD, May 23–24, 2026, item 199 [M]); and

WHEREAS, The same opinion (CCM Op. 24- 3043) recommended that “the Synod Bylaw description of the work of CPS to be amended by the next convention to include this new activity, even if already entered into”; and

WHEREAS, The change of the bylaw should clarify that amendments are intended to include the synodwide trust manager, CPS, under the same provision for assignment of additional areas of work by the BOD to be consistent with Bylaw 3.6.1.1; and

WHEREAS, The sophistication of the services being provided continue to increase, the proposed amendments would update board composition and qualification requirements to reflect the expertise necessary for overseeing benefit, investment, and captive insurance company operations, and to otherwise align with the operations and requirements of the Board of Trustees—Concordia Plans and the Board of Directors—Concordia Plan Services; therefore be it

Resolved, That Bylaw section 3.7 be amended as follows:

PRESENT/PROPOSED WORDING 3.7 Synodwide Trust Entities

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

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

(a) 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.

(b) 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 employeesmember congregations and their schools, corporate Synod, and agencies, auxiliaries, and recognized service organizations of The Lutheran Church—Missouri Synod and their employees . These programs are not trusts and will be under the supervision of the Board of Directors—Concordia Plan Services.

(c) Concordia Risk Solutions serves as a captive insurance company to insure and/or reinsure risks of member congregations and their schools, corporate Synod, and agencies, auxiliaries, and recognized service organizations of The Lutheran Church—Missouri Synod.

3.7.1.3 The 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 fivethree of whom shall be significantly experienced in the design of employee benefit plans (at least one in health and one in retirement), at least fivethree of whom shall be significantly experienced in the management of benefit plan or institutional investments, preferably, on a scale at least comparable to that of the Plans, and at least onetwo of whom shall have significant financial/audit experience. In addition, each layperson appointed shall possess significant experience in at least one of the foregoing or of the following, preferably of a scope and scale commensurate with the work of the Plans: benefit, employment, insurance, or religious organization law; health care or health benefit administration; governance or administration of complex organizations, including those of the Synod; health or benefit public policy; regulatory compliance; or actuarial science.

3.7.1.4 The 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 (as described in these Bylaws, including Bylaw 1.2.1 [d– e]), . In addition, the Board of Trustees —Concordia Plans will have as well as the powers and duties set forth in the respective plans, as amended from time to time. For the purposes of this bylaw, “the board” refers to the trustees/directors acting either as the Board of Trustees —52 Concordia Plans or Board of Directors —Concordia Plan Services, as appropriate to the case. It The board 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.

(a) 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.

(b) 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.”

(c) The board may, at its own discretion, make investment decisions or select and utilize investment counsel and select agents and actuaries.

(d) ItThe board 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.

(e) ItThe board shall provide copies of all audit reports to the Board of Directors of The Lutheran Church—Missouri Synod for information, advice, and counsel.

(f) ItThe board shall settle disputes which arise in enrollment in the plans and the payment of claims and benefits.

(g) The board shall organize itself and elect a chair and vice-chair: (1) At the first meeting following September 1 after each convention of the Synod; and (2) Otherwise, if a majority of the board so determines in the first meeting following appointment of a new individual or individuals to the boards. After the chair is selected, the chair will develop a proposal for the composition of the board committees to then be presented to the full board for approval.

3.7.1.5 The position of chief executive shall be filled according to the process outlined in Bylaw 3.6.1.5.

3.7.1.6 The assignment of new areas of responsibility, beyond those assigned in the Bylaws, to Concordia Plan Services or to any of its subordinates listed in Bylaw 3.7.1.2, shall be according to the process outlined in Bylaw 3.6.1.1.

and be it further

Resolved, That Bylaw 3.6.1.1 be amended 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 months60 days 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 or assignment of new responsibility advisable or necessary.

(b) The announcement shall include an invitation for members of the Synod to submit comments thereon 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.