# LCMS Convention Workbook_St. Louis Missouri_1983_S190
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

190 STRUCTURE AND CONSTITUTION

2.129 Vacancies

A vacancy in any Vice-Presidency shall be filled
by advancing the lower-ranking Vice-Presidents. The
resulting vacancy shall remain vacant until filled by
election at the next convention of the Synod.

2. That the President be empowered to substitute other
representatives in certain relationships now involving Vice-
Presidents.

3. That the Commission on Constitutional Matters be
authorized to provide changes in other Bylaws consistent with
the actions above (e.g., 2.51, 2.57 b, 2.59, 2.181, 2.921,5.71,5.101,
5.121, 5.181, ete.).

PRESENT WORDING

2.183 Authority

a. The Board of Directors shall have all the
powers and duties which have been accorded to it by
the laws of the State of Missouri, the Articles of
Incorporation of the Synod, the Constitution and
Bylaws of the Synod, and the resolutions of the
delegate conventions of the Synod. The Board of
Directors shall be vested with the general manage-
ment and supervision of the Synod’s business and
legal affairs.

2.184 Meetings

The Board of Directors shall meet not fewer than
four times a year. A majority of the board members
shall constitute a quorum.

2.191

d. The Board of Directors may appoint commit-
tees of the board and define their duties.

2.183

c. The Board of Directors shall have the right to
call up for review, criticism, or suggestion any policy
of a board or commission of the Synod.

2.189

c. The Board of Directors shall make final deter-
mination in the event that conflicts develop in the
plans and policies of two or more boards or commis-
sions of the Synod.

2.191

b. The Board of Directors shall be authorized to
draw on the treasury of the Synod for its expenses.

2.188 Powers and Duties with Respect to the
Property of the Synod

The Board of Directors, except as otherwise pro-
vided in these Bylaws, shall have such authority and
responsibility with respect to the property of the
Synod as is generally vested in and imposed upon the
board of directors of a corporation. The Board of
Directors (1) shall, however, delegate to District
boards of directors the authority to buy, sell, and
encumber real and personal property in the ordinary
course of performing the functions which the District
carries on for the Synod, consistent, however, with
general policies (which shall be applicable to all
Districts) established from time to time by the Synod
in convention, and (2) may delegate to any agency
engaged in furthering the objectives of the Synod
powers and duties with respect to property for which
such agency has direct supervisory responsibility.
(Such delegation of powers and duties shall be in
writing and shall be subject to change at any time by

G. Board of Directors

Elaborating on what has already been discussed in Section
I, A above, the commission makes especially two recommenda-
tions: (1) that the basic bylaws proposed by Task Force II for
the Board of Directors be adopted as restated and revised
below, and (2) that a Planning Council be created as set forth in
the next section of this report (II, H).

Under (1) the commission recommends the adoption of the
following Bylaw changes for the Board of Directors:

PROPOSED WORDING

2.185 Functions

The Board of Directors shall—

a. have such powers and duties as have been
accorded to it by the Constitution, the Bylaws, and
the Articles of Incorporation of the Synod and the
resolutions of the delegate conventions of the Synod.
Within such limitations it shall operate within the
applicable federal and state laws, and except to the
extent that certain duties are assigned to the Plan-
ning Council, it shall be vested with the general
management and supervision of the Synod’s business
and legal affairs and shall develop and publish
policies and assure itself that procedures exist to
accomplish the same;

b. assure in such business and legal affairs the
compliance by all officers, boards, and commissions
with the policies and directives of the Synod; receive
regular reports from officers and others on assign-
ments from the Board; receive activity reports from
boards and commissions and give counsel where
appropriate; review as necessary policies of such
boards and commissions; settle disagreements be-
tween boards and also between boards and their
respective staffs as herein provided; and report to the
Synod on its activities;

c. have authority and responsibility with respect
to the property of the Synod; establish policies for
property acquisitions, maintenance, and sales and
for the protection of the property of the Synod; and
provide insurance programs. The Board of Directors
(1) shall, however, delegate to District boards of
directors and to Lutheran Church Extension Fund—
Missouri Synod the authority to buy, sell, and en-
cumber real and personal property in the ordinary
course of performing the functions which they carry
on for the Synod and (2) may delegate in writing to
any agencies of the Synod powers and duties with
respect to property for which they have direct super-
visory responsibility;