# LCMS Convention Proceedings_St. Louis Missouri_1944_S818 # Machine transcription, uncorrected — CHI Digital Archive (demonstration) PROPOSED SYNODICAL HANDBOOK E. Compensation of Directors. — Directors shall re- ceive no salary or compensation for their services as Directors of this corporation. F, Removal of Directors.— The Board of Directors, by and with the consent of the President of Synod, shall have power by a majority vote, at a special meeting called for that purpose, to remove any Director or Officer from office, for cause. G. Resignation of Directors. — Any Director, or member of any committee, may resign at any time. Such resignation shall be made in writing; and shall take effect from the date of its’ acceptance. H. Order of Business.— At meetings of the Board of Directors, business shall be transacted in such order as, from time to time, the Board may determine, by resolution. At all meetings of the Board of Directors, the President, or in his absence, the Vice-President, or, in the absence of both of these Officers, a member of the Board to be selected by the members present, shall preside. The Secretary of the corporation shall act as Secretary at all meetings of the Board; and in case of his absence, the Chairman of the meeting may designate any person to act as Secretary. 803. Officers A. Enumeration.— The Officers of this corporation shall consist of a President, a Vice-President, a Secre- tary; and a Treasurer; and such other Officers as shall, from time to time, be chosen and appointed. B. President. — The President shall preside at all meetings of the Board of Directors. He shall be the chief executive officer; and, as such, shall have power, with the consent of the Board of Directors, to sign and execute all contracts, and all instruments of con- veyances in the name of the corporation. C. Vice-President.-—- The Vice-President shall have such powers and perform such duties as may be dele- gated to him by the Board of Directors. In the absence or disability of the President, the Vice- President may perform the duties and exercise the power of the President. D. Secretary.— The Secretary shall keep a record of the minutes of all meetings of the Board of Directors; which minutes shall be promptly entered in a book provided for that purpose and duly attested by his signature. The Secretary shall also give notice as required by these By-Laws of all meetings. He shall have custody of all books, records, and papers of the company, except such as shall be in charge of the Treasurer, or some other person authorized to have custody and possession thereof by a resolution of the Board of Directors. The Secretary shall also sign, with the President or Vice-President, in the name of the Corporation, all contracts, and all instruments of con- veyances authorized by the Board of Directors;, and when so ordered by the Board of Directors, he shall affix the seal of the corporation thereto. In general, he shall perform all the duties incident to the office of the Secretary, subject to the control of the Board of - Directors. 286