Res. 9-07 — To Amend Bylaw 3.6.4.3 to Clarify That No More Than Two Lutheran Church Extension Fund Directors Can Be from the Same District

Rationale The Lutheran Church Extension Fund ( LCEF) Bylaws in Section 1, Article II, contain a sentence that reads, “No more than two elected Directors can be from the same district of The Lutheran Church—Missouri Synod.” (The elected directors in the language of the LCEF Bylaws include all the voting directors on the board, both those elected by the Synod convention and those appointed by the LCEF Board of Directors.) The Commission on Constitutional Matters (CCM), in Opinion 26-3076, dated March 5, 2026, has stated that the aforesaid limitation does not apply to the LCEF directors elected by the Synod in convention since the limitation does not appear in the Synod’s Bylaws. The CCM also suggested that, “The convention can be asked to add the language to the Synod Bylaws, perhaps to Bylaw 3.6.4.3, and if it does so, the provision would be operative from the time of adoption.” In order, therefore, to clarify that the requirement that no more than two voting LCEF directors can be from the same district also pertains to the LCEF voting directors elected by the Synod in convention, a sentence similar to that in the LCEF Bylaws is proposed to be added to Synod Bylaw 3.6.4.3. This would avoid the possibility that the LCEF directors elected by the Synod convention, when added to the directors appointed by the LCEF membership, could exceed the limitation. Since LCEF amended its Bylaws in 2025 to remove geographical restrictions regarding the election of its directors, the proposed change would prevent overrepresentation on the LCEF Board of Directors by any one district. Therefore be it

Resolved, That Bylaw 3.6.4.3 be amended as follows:

PRESENT/PROPOSED WORDING

3.6.4.3 The 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 chosenappointed by the members.

3. The representative designated by the Board of Directors of the Synod shall also be a nonvoting member of the board. No more than two voting directors shall be from the same district, provided that the current term of a director shall not be affected if the director moves from one district to another during the term.