# LCMS Convention Workbook_St. Louis Missouri_2019_S516 # Machine transcription, uncorrected — CHI Digital Archive (demonstration) 516 STRUCTURE AND ADMINISTRATION … 3.10.5.2 The board of regents of each theological seminary shall consist of no more than thirteen voting members, all voting: … 4. Four members may be appointed as voting members by the board of regents. Appointed members may not vote on the appointment of other members of the board. 3.10.6.2 The board of regents of each college and university shall consist of no more than 18 voting members, all voting. … 3. No fewer than four and no more than eight members shall be appointed as voting members by the board of regents according to a process determined by the individual institution. … 5. One voting member, who may be an ordained minister, a commissioned minister, or a layperson, shall be appointed by the Praesidium of the Synod after consultation with the President of the respective institution and the Board of Directors of the Synod. Commission on Handbook Ov. 9-42 To Add Bylaw 3.3.4.10 to Clarify Access by the Board of Directors to Information of Synod Agencies WHEREAS, The Board of Directors of the Synod has oversight responsibilities over all of the property of the Synod under Article XI E of the Constitution; and WHEREAS, It is necessary for the Board of Directors to have accurate and complete information when carrying out its responsibilities to the Synod; and WHEREAS, There have been circumstances in which the Board of Directors has faced challenges when attempting to obtain accurate and complete information and this has hindered the Board of Directors’ efforts to carry out its responsibilities to the Synod; and WHEREAS, The Board of Directors desires to fulfill its responsibilities to the Synod in an efficient and effective manner so that the overall coordination of the Synod affairs can be accomplished, and so that the Synod in convention also is fully informed of the Synod's affairs and when taking action in convention; therefore be it Resolved, That the Board of Directors memorialize the 2019 convention of the Synod, upon the above rationale, to add Bylaw 3.3.4.10 as follows: PRESENT/PROPOSED WORDING 3.3.4.10 To carry out its obligations under Article XI E of the Constitution and these Bylaws, the Board of Directors may obtain from any agency of the Synod all records and other information relating to property of the Synod, the financial records and legal affairs of the agency of the Synod, and other operations relating to the agency of the Synod, except records or information that the agency of the Synod is legally prohibited under applicable state or federal law from providing to the Board of Directors. All agencies of the Synod shall cooperate fully with the Board of Directors when responding to requests to provide records and information. LCMS Board of Directors 2019 Convention Workbook Ov. 9-43 To Amend Synod Bylaw 3.4.1.3 (e) WHEREAS, As the Chief Financial Officer of Synod is required to serve on many governing boards of Synod entities; and WHEREAS, These boards may schedule their meetings in a manner that overlaps with other board’s meetings making it impossible for the Chief Financial Officer to satisfy the requirements of Bylaw 3.4.1.3 (e); therefore be it Resolved, That Bylaw 3.4.1.3 (e) be revised as follows: PRESENT/PROPOSED WORDING 3.4.1.3 The Chief Financial Officer also serves as the Treasurer of the corporation and shall … (e) personally or by way of a representative serve as a nonvoting member of the governing boards of the Concordia University System, The Lutheran Church—Missouri Synod Foundation, The Lutheran Church Extension Fund—Missouri Synod, the Concordia Plans, Concordia Plan Services, and Concordia Publishing House, and on the investment committee of the Concordia Plans and Concordia Plan Services; … Messiah Sartell, MN Ov. 9-44 To Amend Bylaws to Change the Board of Directors’ Means of Representation on Synodwide Corporate Entities Boards of Directors WHEREAS, The Chief Financial Officer (CFO) currently is required by Bylaw 3.4.1.3 (e), among others, to serve “as a nonvoting member of the governing boards of the Concordia University System, The Lutheran Church—Missouri Synod Foundation, The Lutheran Church Extension Fund—Missouri Synod, the Concordia Plans, Concordia Plan Services, and Concordia Publishing House, and on the investment committee of the Concordia Plans and Concordia Plan Services” (Bylaw 3.4.1.3[e]); and WHEREAS, Attendance and meaningful participation in so many corporate boards, along with several others not listed, could be expected to consume the majority of the CFO’s time and energy, leaving, humanly speaking, only a diminished capacity for other aspects of the office; and WHEREAS, The CFO is charged not only with the task of serving on entity boards, but with important roles of analyzing, planning, guiding, monitoring, and reporting on the financial and stewardship aspects of corporate Synod and Synod-at-large—these roles demanding an increased proportion of time and effort in periods of demographic and economic change; and WHEREAS, Already in 2010 the Synod convention called for an evaluation of “all assets, taking action to assure that they are being used effectively to carry out the Synod’s mission and ministry” (2010 Res. 4-02, Proceedings, 119) and for the CFO to annually use “widely available means … to state the financial position of the Synod in a format easily understood by persons unfamiliar with financial terminology” (2010 Res. 4-03, Proceedings, 120), and these tasks continue to demand heightened time and attention; and