# LCMS Convention Proceedings_St. Louis Missouri_1973_S209 # Machine transcription, uncorrected — CHI Digital Archive (demonstration) | | | | | RESOLUTIONS majority vote, at a special meeting called for that purpose, to remove any board member from office, for cause. d. Vacancies. Vacancies occuring in the Board for Lutheran Radio by resignation, death, or other- wise shall be filled for the unexpired term by ap- pointment of the President of the Synod. e. Compensation of Board Members. Board members shall receive no salary or compensation for their services as members of this board, except that board members shall be reimbursed for ex- penses incurred in the performance of their ser- vices. f£. Powers of the Board for Lutheran Radio. The Board for Lutheran Radio shall be accountable to the Synod in all things and shall conduct and manage the business and affairs of Radio Stations KFUO-AM and KFUO-FM solely for the benefit of the stations and the Synod and shall exercise all the powers that may be exercised or performed under these Bylaws. g. Duties of the Board for Lutheran Radio. The Board for Lutheran Radio shall operate Radio Sta- tions KFUO-AM and KFUO-FM, develop and pro- vide for the church creative ideas, information and programs for radio ministry, and encourage and assist in the church’s educational program for training in radio ministry, and report to conven- tions of Synod on all significant matters concerning Radio Stations KFUO-AM and KFUO-FM and other responsibilities of the board. It shall also keep the Board of Directors of the Synod informed by means of regular board minutes and financial and administrative reports. h. Committees of the Board for Lutheran Radio. The Board for Lutheran Radio may, by resolutions passed by a majority of the total number of board members, designate one or more committees, each such committee to consist of two (2) or more of the members of the board. Such committee or com- mittees shall have such powers and duties in the management of the business and affairs of Radio Stations KFUO-AM and KFUO-FM as may be de- termined from time to time by resolution adopted by the board. The Board for Lutheran Radio shall have power at any time to fill vacancies in, to change membership of, or to dissolve any such committee. 12.15 Board Meetings a. Regular Meetings. Regular meetings shall be held at such time and place as the Board for Lu- theran Radio shall by resolution adopt, except that at least one regular meeting shall be held annually in the month of February and shall also be known as the Annual Meeting. b. Special Meetings. Special meetings of the Board for Lutheran Radio may be called by the chairman of the board, the General Manager, or any two members of the board by giving two (2) days written or verbal notice to each board mem- ber, to be held at such time and place as specified in such notice, unless otherwise indicated in the notice thereof. Any and all business may be trans- acted at a special meeting. c. Quorum. A majority of the members of the board shall constitute a quorum, and the act of a majority of the members of the board present at a meeting at which a quorum is present shall be the act of the Board for Lutheran Radio. In the absence of a quorum, a majority of the board mem- bers present may adjourn the meeting from time to time until a quorum be had. No notice other than announcement at the meeting need be given of such adjournment. 12.17 Officers a. Officers. The officers of the Board for Lu- theran Radio shall be a chairman of the board, a 209 vice-chairman of the board, a secretary, and such other officers as the Board for Lutheran Radio may from time to time determine to be desirable for the efficient operation of the board. b. Election. At the Annual Meeting following the convention of the Synod, the members of the board shall elect from among its members a chair- man of the board, a vice-chairman of the board, and a secretary. c. Terms of Office. The terms of office of the chairman of the board, the vice-chairman of the board, and the secretary shall commence upon their election and shall expire upon the election of their successors at the Annual Meeting of the Board for Lutheran Radio following the next succeeding con- vention of the Synod, provided that during such term such officers or any of them may be replaced by a majority vote of the total number of board members. 12.19 Duties of Officers a. Chairman. The chairman shall preside at meetings of the Board for Lutheran Radio. In ad- dition he shall be available to the General Man- ager for consultation and advice. b. Vice-Chairman. The vice-chairman shall have such powers and perform such duties as may be assigned to him by the Board for Lutheran Radio. He shall, in the absence or disability of the chair- man of the board, perform the duties and exercise the power of the chairman of the board. c. Secretary. The secretary shall keep a record of the minutes of all meetings of the Board for Lu- theran Radio. The minutes shall be promptly en- tered in a book provided for that purpose and duly attested by his signature. He shall send copies of the minutes to each voting board member, the Gen- eral Manager, the Board of Directors for the Synod, and to others so designated by the Board for Lu- theran Radio. The secretary shall also give notice, as required by these Bylaws, of all meetings. He shall have custody of all books, records, and papers of the board except such as shall be in charge of some other person authorized to have custody and possession thereof by a resolution of the Board for Lutheran Radio. In general he shall perform all the duties incident to the office of secretary, sub- ject to the control of the Board for Lutheran Radio. 12.21 Employees a. General Manager. The Board for Lutheran Radio shail prepare a job description for the execu- tive position of General Manager, and shall employ a person for that position in accordance with syn- odical personnel policies. In the event that no qualified candidate is available through the regular synodical procedures, the Board for Lutheran Radio may then employ a person for that position without reliance upon a particular personnel procedure or policy, provided employment of said person shall have been approved by the President of the Synod. The General Manager shall hold his position only during the pleasure of the board, and may be dis- missed by the board only with the approval of the President of the Synod. b. Department Heads. The Board for Lutheran Radio shall prepare, or ask the General Manager to prepare, a job description for the position of de- partment head, and may employ a person for each such position when needed in the operation of Radio Stations KFUO-AM and KFUO-FM. De- partment heads shall hold their position only dur- ing the pleasure of the Board. ec. Other Employees. The Board for Lutheran Radio may employ such other employees for Radio Stations KFUO-AM and KFUO-FM to perform such duties as the Board for Lutheran Radio may from time to time determine. The Board for Lu- theran Radio may delegate to the General Man-