# LCMS Convention Workbook_St. Louis Missouri_2019_S517
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

STRUCTURE AND ADMINISTRATION
WHEREAS, The Synodwide corporate entities today operate with
a much greater degree of operational independence, reducing the
necessity of direct, personal, and continuous participation of the
CFO of the Synod; and
WHEREAS, The oversight (Bylaws 1.2.1 [o] and 3.3.4.4–6;
Constitution Article XI E 2) and coordination (Bylaw 3.3.4.3) roles
of the Board of Directors of the Synod, on behalf of the convention
(Bylaw 3.3.4), could, in the board’s estimation, be better exercised
if the CFO’s board attendance responsibility could be shared with
others, while maintaining regular documentary reporting by the
entities and the board’s authority to make inquiries and expect
response; and
WHEREAS, A suitable model for such an approach may be
identified in the President’s authority to “personally or by way of a
representative have the option to attend all meetings of all
commissions (except the Commission on Constitutional Matters),
the boards of all synodwide corporate entities, and the Board of
Trustees—Concordia Plans (Board of Directors—Concordia Plan
Services), including executive sessions (the President or his
representative already serves as a voting member of the mission
boards and serves as a voting member of the Board of Directors of
the Synod and the Board of Directors of Concordia Publishing
House” (Bylaw 3.3.1.3 [d]); and
WHEREAS, Such an approach could free the CFO from a
significant primary responsibility, allowing more time for the
analytic, strategic, and reporting work that has become increasingly
important for the long-term financial well-being of corporate and
broader Synod; therefore be it
Resolved, That Bylaw 3.3.4.6 be amended by the addition of
subparagraph (d) as follows:
PRESENT/PROPOSED WORDING
Reports and Overtures
3.3.4.6
The Board of Directors shall exercise general oversight
over the operations and activities of the synodwide corporate
entities, the Concordia Plans, and Concordia Plan Services as
required of it in the Constitution of the Synod and specified in these
Bylaws.
…
(d) The board shall have the right to designate a representative
(by default, the Chief Financial Officer) to attend, as a non-voting
member, all meetings of the boards of the Concordia University
System, The Lutheran Church—Missouri Synod Foundation,
The Lutheran Church Extension Fund, Concordia Publishing
House, and the Board of Trustees—Concordia Plans (Board of
Directors—Concordia Plan Services), including executive
sessions. The board’s representative shall serve on the investment
committee of the Concordia Plans and Concordia Plan Services.
The board and its representative shall, in reasonable time, receive
notice of such meetings, the proposed agenda, and minutes
thereof.

and be it further
Resolved, That Bylaws 3.4.1.3, 3.6.6.3, 3.6.5.2.1, 3.6.4.3,
3.7.1.3, and 3.6.3.1 be amended as follows:
PRESENT/PROPOSED WORDING
3.4.1.3
The Chief Financial Officer also serves as the Treasurer of
the corporation and shall
…
(e) serve, if the board’s representation is not otherwise
designated, as a nonvoting member of the governing boards of
the Concordia University System, The Lutheran Church—

517

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;
…
3.6.6.3
The Board of Directors of Concordia University System
shall be composed of nine voting members and four nonvoting
members …:
…
Nonvoting Advisory Members:
…
2. The Chief Financial Officer of the Synod representative
designated by the Board of Directors of the Synod
…
3.6.5.2.1
The Board of Trustees of the Lutheran Church—Missouri
Synod Foundation shall consist of:
…
5. The Chief Financial Officer of the Synod representative
designated by the Board of Directors of the Synod as a nonvoting
member
…
3.6.4.3
The board of directors for the Lutheran Church Extension
Fund—Missouri Synod shall consist of ...
…
3. The Chief Financial Officer of the Synod representative
designated by the Board of Directors of the Synod shall also be a
nonvoting member of the board.
3.7.1.3
The Board of Trustees of Concordia Plans and the Board
of Directors of Concordia Plan Services shall consist of 15 voting
members appointed by the Board of Directors of the Synod. The
Chief Financial Officer of the Synod representative designated by
the Board of Directors of the Synod shall be a nonvoting member.
…
3.6.3.1
Concordia Publishing House … shall be operated by a
board of directors consisting of:
…
5. The Synod’s Chief Financial Officer representative
designated by the Board of Directors of the Synod, who will be a
nonvoting member

and be it finally
Resolved, That where the Chief Financial Officer presently
serves on other boards and commissions of agencies of the Synod,
the Chief Financial Officer have the option of sending a designee.
LCMS Board of Directors
Ov. 9-45

To Amend Bylaw 3.7.1 to Clarify
the Commencement Date for Members of the
Board of Trustees—Concordia Plans/
Board of Directors—Concordia Plan Services
and Eliminate Obsolete Provisions
WHEREAS, Bylaw 3.7.1.3 does not specify when newly appointed
members of the Board of Trustees—Concordia Plans (BOT—
CP)/Board of Directors—Concordia Plan Services (BOD—CPS)
begin service, thereby creating uncertainty, so such specificity
should be added; and

2019 Convention Workbook