# LCMS Convention Workbook_St. Louis Missouri_2023_S368 # Machine transcription, uncorrected — CHI Digital Archive (demonstration) 368 STRUCTURE AND ADMINISTRATION Rationale The Commission on Theology and Church Relations (CTCR) requested attention to Bylaw 3.1.4.1, which fixes the default advisory representation of the Synod’s commissions at Synod conventions, for CTCR, providing for a single “principal staff person” (Bylaw 3.1.4.1 [a]) to participate unless the Board of Directors makes an exception prior to each convention. CTCR has two executive staff members (not just one “principal staff person”), of whom it desires to make maximal use at the convention and during prior floor committee work. The Board of Directors has regularly granted an exception to allow this, but CTCR desires not to have to make this a standing request. Bylaw 3.1.4.1 (a) was amended in 2016 (Res. 11-17) to include the executive directors of ONM and OIM. The CTCR staff issue was left unaddressed. The CTCR is the only commission with executive staff. The Commission on Handbook has proposed the following (Item 19022). Therefore be it Resolved, That Bylaw 3.1.4.1 (b) be amended as follows: PRESENT/PROPOSED WORDING 3.1.4.1 Each board and commission of the Synod shall be represented at conventions of the Synod. (a) Each board or commission shall be represented by its chairman or another board or commission member and by its principal staff person. The boards for National and International Mission shall also be represented by the executive directors of the Offices of National and International Mission, respectively. (b) Standing exceptions shall be the Board of Directors, the Commission on Constitutional Matters, the Commission on Handbook, and the Commission on Theology and Church Relations, who may be represented by as many of their membership and executive staff as they deem necessary. (c) Other exceptions must have the approval of the Board of Directors of the Synod prior to each convention. D. LUTHERAN CHURCH EXTENSION FUND DISTRICT MEMBERSHIP FORMULA Rationale The formula by which the corporate membership of The Lutheran Church Extension Fund—Missouri Synod (LCEF) is calculated is stated in the Bylaws of LCEF and was also copied into the Synod Bylaws pursuant to 1983 Resolution 4-03 (Proceedings, 166), presently as Bylaw 3.6.4.2.2. (Typographical errors in the formula, present in the printed 2016 and 2019 Handbooks, have already been corrected by the Commission on Handbook.) While the formula itself has remained unchanged, the LCEF Bylaws were amended in November 1990 to limit the total number of district members to a maximum of 135, so that the formula was used thereafter on a pro rata basis, to compute the fraction of the total 135 district members to be assigned to each district, rather than to compute a raw number of members per district, which would have allowed the membership to grow without bound. The formula has been applied in this manner ever since. No corresponding change has, however, been made to Synod Bylaws to indicate explicitly that the formula is to be applied on a pro rata basis. Noting that this is not a change to the formula, but a clarification of how the formula has historically been applied, it is proposed to revise Bylaw 3.6.4.2.2 as follows to reflect more clearly what is the established and ongoing practice. The proposal leaves the definite number of delegates to be prescribed in LCEF Bylaws, 2023 Convention Workbook where, subject to approval by the Synod’s Commission on Constitutional Matters and Board of Directors, as well as by the LCEF membership (Bylaws 3.6.1.7, 8 [c]), the cap may someday be adjusted in the interest of efficient and effective membership meetings. The Commission on Handbook has proposed the following (Item 19-021). Therefore be it Resolved, That Bylaw 3.6.4.2.2 be amended as follows: PRESENT/PROPOSED WORDING The Lutheran Church Extension Fund—Missouri Synod … 3.6.4.2 As established by its bylaws, the members of the Lutheran Church Extension Fund—Missouri Synod are divided into two classes. 3.6.4.2.1 One class of members consists of the President of the Synod or his representative, the Chief Financial Officer of the Synod, and such additional members appointed by the Board of Directors of The Lutheran Church—Missouri Synod as shall equal one for each ten members of the other class of members. 3.6.4.2.2 The second class of members consists of representatives of participating districts, the number determined according to the following formula, with any fraction rounded to the nearest whole number of a total number set by the bylaws of the Lutheran Church Extension Fund—Missouri Synod, with representation allotted proportionally to the districts according to the following formula, except that at least one representative shall be allotted to each district: Baptized Members 50,000 + + Investments $10,000,000 + Investments Baptized Members × 0.015 + Fund Number of Members per Balance × 0.010 = District $100,000 E. SEMINARY AND UNIVERSITY “SURPLUS FUNDS” Rationale Bylaws 3.10.5.5 (e)(2) and 3.10.6.4 lack a clear definition of “surplus institutional funds.” The Board of Directors (BOD) Governance Committee (Minutes of the Board of Directors, November 15–16, 2018, and May 21–22, 2021) has addressed itself to the requirement that such be deposited with the Chief Financial Officer of the Synod (seminaries) or Concordia University System (universities) for investment, the earnings being credited to the depositing institution. It may be noted that: (1) the requirement of Bylaw 3.10.6.4 (e)(2), dealing with the Synod’s universities, is proposed for removal in the 2019 Res. 7-03 proposal on university governance, as presently conceived; (2) the Lutheran Church Extension Fund is today principally managing lines of credit and deposits of surplus funds, rather than doing so through the Concordia University System as an intermediary; (3) that the seminaries and universities have developed capacity for other investment approaches. In its meeting of April 28, 2021, the BOD Governance Committee recommended simply striking both passages, a proposal with which the Commission on Handbook concurs in its Item 19-004. Therefore be it Resolved, That Bylaw 3.10.5.5 (e) be amended as follows: