# LCMS Convention Workbook_St. Louis Missouri_2010_S184 # Machine transcription, uncorrected — CHI Digital Archive (demonstration) 184 ADMINISTRATION AND FINANCE 4-13 Article VIII. Amendments Amendments to these Articles of Incorporation may be made at any time at a general or special meeting of this corporation by the affirmative vote of a two-thirds majority of the delegates present and voting or by a simple majority of all delegates, whichever is less, provided such amendments are not inconsistent with the Constitution or Bylaws of The Lutheran Church—Missouri Synod or the Constitution and laws of the United States or the State of Missouri. Commission on Structure 4-12 To Return LCEF Bylaw 3.6.4.4 to Pre-2004 Wording To Amend Bylaw 1.5.3 re Agency Meeting Whereas, Bylaw 1.5.3 requires every agency of the Synod to meet, but does not specify the manner of meeting; and Whereas, Some bylaws require face-to-face meetings in certain situations, others imply face-to-face meetings, and still others are silent as to the manner of meetings; and Whereas, At times a mission can be achieved effectively, efficiently, and economically without a face-to-face meeting; and Whereas, Agencies should have the freedom to meet in a manner that best balances several goals; therefore be it Resolved, That current Bylaw 1.5.3 be amended to read as follows: PRESENT/PROPOSED WORDING Rationale The Board for Church Extension, comprised of the members of the board of directors of the Lutheran Church Extension Fund—Missouri Synod, exists to provide assistance to the seven districts that continue to operate their own church extension funds. Prior to the revision of the Handbook of the Synod by the 2004 convention, the duties of the Board for Church Extension were delineated by Bylaws 3.509 and 3.511. Following the revision, they are now delineated in Bylaw 3.6.4.4 (2007 Handbook, pp. 116–17). After discussion with the seven church extension funds that still operate independently, the Board for Church Extension and the seven district fund boards have noted that, contrary to the intention by the 2004 convention not to make substantial change during the Handbook revision process, a substantial change was made. The revised version of the Handbook places responsibility for compliance with Lutheran Church Extension Fund—Missouri Synod policies on the national Board for Church Extension rather than the district church extension fund boards and committees. The Board for Church Extension and the seven district church extension fund entities therefore have requested that current wording be replaced with the pre-2004 wording to restore the pre-2004 intent of the bylaws in question, as follows. Therefore be it PRESENT/PROPOSED WORDING Resolved, That 2007 Bylaw 3.6.4.4 (d) describing one of the responsibilities of the Board for Church Extension be deleted as follows: “(d) The board shall ensure that district church extension boards or committees administer the districts’ church extension programs in conformity with policies established by the Synod’s Board for Church Extension and in accordance with district regulations”; and be it further Resolved, That the language of pre-2004 Bylaw 3.511 be inserted immediately following 2007 Bylaw 3.6.4.4 as a new Bylaw 3.6.4.5, as follows: “District church extension boards or committees shall administer the district’s church extension programs in conformity with policies established by the Synod’s Board for Church Extension and in accordance with district regulations.”; and be it finally Resolved, That the remaining paragraphs of Bylaw 3.6.4.4 and the bylaws following new Bylaw 3.6.4.5 be re-lettered and re-numbered as appropriate. Commission on Structure; Lutheran Church Extension Fund 1.5.3 Every agency of the Synod shall meet at least quarterly unless otherwise stipulated in the Bylaws. Exceptions require the approval at least annually of the President of the Synod. All agencies shall announce their upcoming meetings. Unless otherwise specified in the Bylaws, each agency is free to select a manner of meeting, consistent with Board of Directors policy, that best enhances its ability to accomplish its mission, taking into consideration fostering the open exchange of ideas, availability of technology to all members, stewardship of resources, perception of fairness, controversial nature of agenda items, and whether secret ballots might be used. Commission on Structure 4-14 To Provide Definition for Term “Operating Board” Preamble In a March 28, 2008 memorandum, the Commission on Structure requested an opinion from the Commission on Constitutional Matters (CCM) on the use and application of the term “operating board” in paragraph (c) of Bylaw 6.2.1. After study of the use of the term in earlier handbooks of the Synod (1995–present) the CCM concluded in its Opinion 08-2515: The term “operating board” is to be understood to apply to the Board of Directors and the boards of the synodwide corporate entities (including Concordia Plans Services) and to the program boards. In keeping with the response of the CCM and in order to provide an official definition for the Synod’s current and future use, the Commission on Structure advocates the inclusion of the following definition as a new paragraph (m) under Bylaw 1.2.1. Resolved, That a new paragraph (m) be added to current Bylaw 1.2.1 to provide a definition for the term “operating board,” as follows: PRESENT/PROPOSED WORDING (m) Operating Board: The Board of Directors and program boards of the Synod, the Board of Directors of Concordia Plan Services, and the governing boards of the synodwide corporate entities. and be it further Resolved, That current paragraphs (m) through (w) of Bylaw 1.2.1 be re-lettered accordingly. Commission on Structure 2010 Convention Workbook 2010 Convention.indb 184 4/15/10 2:39 PM