# LCMS Convention Proceedings_St. Louis Missouri_1965_S120 # Machine transcription, uncorrected — CHI Digital Archive (demonstration) 120 RESOLUTIONS — COMMITTEE 4 of infirmity shall receive an annual stipend determined by the Board of Directors of the Synod for such length of time as seems advisable to provide adequately for his sustenance. 2.37 Ranking of Vice-Presidents and Assignment of Duties Four additional Vice-Presidents shall be ranked from two to five and are to be selected in the manner prescribed in these Bylaws; these four Vice-Presidents shall serve the Synod in a part-time capacity. They shall perform such duties as are assigned to them by the delegate convention and/or the President of the Synod. D. THE SECRETARY OF THE SYNOD 2.39 Duties a. The Secretary shall perform all customary duties as corporation secretary and as such shall sign all duly au- thorized documents of the Synod and have custody of the corporate seal. b. The Secretary shall serve as consultant to the local convention committee. c. The Secretary shall make available to the local con- vention committee proper credential forms for each lay delegate. d. The Secretary shall publish the names of the members of the Board for Convention Nominations in the official synodical periodicals 8 months before each convention of the Synod. e. The Secretary shall provide the Committee on Elec- tions with copies of a manual of prescribed election pro- cedures. f. The Secretary shall record the proceedings during the synodical conventions. g. The Secretary shall announce daily the time and the place of committee meetings at conventions. h. The Secretary shall officially notify every member of the Synod elected to office of his election. i. The Secretary shall publish the Proceedings of the convention and arrange for distribution to the voting and advisory delegates and to all pastors. j. The Secretary shall serve as a member of the Board of Directors of the Synod. k. The Secretary shall serve as a member and secretary of the Commission on Constitutional Matters. 1. The Secretary shall perform such other work as the delegate convention or the President of the Synod may assign to him. 2.41 Vacancy In the event of the death, resignation, or permanent in- capacity of the Secretary of the Synod, the Board of Direc- tors shall appoint a successor for the unexpired term. 2.46 Vacancy In the event of the death, resignation, or permanent in- capacity of the Treasurer of the Synod, the Board of Direc- tors shall appoint a successor for the unexpired term. F. THE BOARD OF DIRECTORS OF THE SYNOD 2.71 Membership The Board of Directors shall be constituted as follows: the President, the Secretary, and the Treasurer of the Synod shall be members of the board by virtue of their office. Three pastors, one teacher, and seven Jaymen shall be elected according to procedures defined in these Bylaws. No more than one of the three pastors may be elected from any one District. No more than one of the seven laymen may be elected from any one District. No person salaried by the Synod or by a District or by a corporation organized by the Synod shall be elected as a member of the board. The Vice-Presidents of the Synod shall be advisory members of the board. 2.75 Officers of the Board The Board of Directors shall elect its own chairman, vice-chairman, and such other officers of the board as may be necessary. 2.77 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 resolu- tions of the delegate conventions of the Synod. The Board of Directors shall be vested with the general management and supervision of the Synod’s business and legal affairs. b. The Board of Directors shall provide for the coordi- nation of the policies and directives of the Synod authorized by the Constitution, Bylaws, and resolutions, evaluate plans and policies, and communicate to the appropriate boards and commissions suggestions for improvement. The Board of Directors shall discharge duties specifically assigned to it by resolutions of the Synod. 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. d. The Board of Directors shall be accountable to the delegate convention of the Synod for the discharge of its uties, 2.79 Meetings . The Board of Directors shall meet not fewer than four times a year. A majority of the board members shall con- stitute a quorum. 2.81 Duties in Planning a. The Board of Directors shall require the Council of Administrators through the Executive Director to submit long-range and short-range plans of synodical work which shall include the plans of all divisions and departments of the Synod together with their operating and capital budgets. b. The Board of Directors shall review all submitted plans with regard to scope, function, structure, balance, coordination, and feasibility and shall determine whether they are in harmony with resolutions, policies, and direc- tives of the Synod. c. The Board of Directors shall receive periodic reports on the progress of divisions, departments, and officers through the Executive Director as well as any special report it may require on the functioning of any division or de- partment. d. The Board of Directors shall review plans and policies which the boards and commissions of the Synod intend to submit to a delegate convention of the Synod and shall notify the respective boards and commissions whether it approves or disapproves such proposed plans and policies. In the event the Board of Directors and the board or com- mission of the Synod cannot resolve their differences, the board or commission may nevertheless submit its plan or policy to the delegate convention of the Synod, provided that the Board of Directors shall also be privileged to report to the convention its views with respect to such plan or policy. 2.83 Duties with Respect to Synodical Personnel a. The Board of Directors shall make the following ap- pointments: An Executive Director An Assistant Treasurer An Auditor An Executive Secretary of Missions A Controller A Research Director A Statistician A Transportation Secretary A Director of Personnel, on recommendation of the Executive Director with the approval of the Presi- dent of the Synod b. The Board of Directors, after consultation with the Executive Director of the Synod, and with the respective synodical board or commission, shall establish policies and conditions of employment of all employees of the Synod and its various boards and commissions. c. The Board of Directors shall establish the remunera- tion of elected synodical officers and of staff personnel who report directly io it.