# LCMS Convention Workbook_St. Louis Missouri_1981_S90
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

90

TASK FORCE

pensations, term, authority, and duties of alland any
of such other executives.

11.01 Incorporation

Concordia Publishing House shall be maintained
and controlled by the Synod as a separate corporate
entity organized under the laws of the State of
Missouri and shall be operated by a separate Board of
Directors, responsible to the Synod, in accordance
with the provisions of its corporate charter and
bylaws.

11.11 Duties of Officers

a. Chairman. The chairman shall preside at meet-
ings of the Board of Directors. In addition he shall be
available to the president for consultation and advice
and shall act as liaison between the president and the
Board of Directors.

b. Vice-Chairman. The vice-chairman shall have
such powers and perform such duties as may be
assigned to him by the Board of Directors. He shall, in
the absence or disability of the chairman of the board,
perform the duties and exercise the power of the
chairman of the board.

c. President. The president shall be the chief
executive officer of the corporation and shall have
such powers and duties incident to those normally
associated with a chief executive officer, subject to
the policies established by the Board of Directors of
Concordia Publishing House.

d. Vice-President. The vice-president or vice-pres-
idents shall perform such duties as may be assigned
by the president or the Board of Directors. In the
absence or disability of the president, or at any time
upon his request, his duties and powers shall be
performed and exercised by the vice-president, or if
several by the respective vice-presidents in the order
of priority designated by the Board of Directors, or, in
the absence of such designation, in the order of
priority of appointment. Vice-presidents appointed at
the same meeting, unless the Board of Directors shall
fix a different priority, shall be deemed to have been
appointed in the order in which their names are set
forth in the motion or motions for their appointment.

e. Secretary. The secretary shall keep a record of
the minutes of all meetings of the Board of Directors.
The 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 bylaws, 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,
together with the president or vice-president, in the
name of the corporation, all contracts and al] in-
struments of conveyances 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.

f. Assistant Secretary. The assistant secretary
shall perform such duties as may be assigned by the
president or the secretary, or the Board of Directors.

g. Treasurer. The treasurer shall keep account of
all moneys of the corporation received and disbursed
and shall deposit all moneys and valuables in the
name and to the credit of the corporation in such bank
and depositories as the Board of Directors shall
designate.

11.13 Prohibition of Conflict of Interest

In addition to the prohibition against conflict of
interest as detailed in Sec. 2.12 a, members of the

b. Its operation shall be in accordance with the
provisions ofits articles of incorporation and bylaws.
Any amendment of these documents shall have the
prior consent of the Board of Directors of the Synod.