# LCMS Convention Proceedings_St. Louis Missouri_1998_S166
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

166

RESOLUTIONS
sioned minister, and one layperson shall be elected by
the Synod in convention. Three ordained ministers and
three laypersons shall be appointed by the President of
the Synod. The President shall appoint from a list of at
least three candidates for each vacant seat on the board
which the representatives of the black congregations,
meeting in convocation, will have reviewed, evaluated,
and approved. Vacancies on the board shall be filled by
appointment by the President of the Synod from the remaining nominees on the same slate of candidates.

COMMENT: Application of the principle that a minimum
of approximately one-third of board membership shall be
elected by the Synod in convention.
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E. Synodwide Corporate Entities
3.190 Role
The Synod in convention has authorized the creation
of corporate and legal entities which are to be servants
of and to the Synod and its members. Their purpose,
function, and assigned areas of responsibility are set
forth in these Bylaws. They are referred to in the Bylaws as “synodwide corporate entities” and are:
Concordia Historical Institute
Concordia Publishing House
Concordia University System
The Lutheran Church Extension Fund—Missouri
Synod
The Lutheran Church—Missouri Synod Foundation

COMMENT: Lists the “synodwide corporate entities” alphabetically. Omits Worker Benefit Plans, which is not a
legal corporation.
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3.191 Members

COMMENT: Financial role played by the Foundation for
corporate Synod gives synodical BOD an interest in Foundation executive.
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3.195 Functions of the Boards
a. Each governing board shall have such powers and
duties as have been assigned to it by the Constitution
and Bylaws of the Synod, the resolutions of the Synod
in convention, and the governing instruments of the
synodwide corporate entity. Within such limitations it
shall operate in accord with federal and state laws.
b. Each governing board is vested with the supervision of the business, financial, property, personnel, and
legal affairs of the Synod assigned to that synodwide
corporate entity and shall develop policies governing its
operations. Each shall have an independent audit and
shall provide for insurance and fidelity bonding, and
use common policies with other synodwide corporate
entities whenever possible.

COMMENT: Breaks one paragraph into two. Reference to
Council on Mission and Ministry is omitted.
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c. Each governing board shall establish and monitor long- and short-range plans and operating and capital budgets to carry out such plans in accord with the
objectives of the Synod and its convention resolutions.

COMMENT: Largely unchanged, omitting reference to “mission and ministry plan.”
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d. Each governing board shall reply to inquiries and
suggestions from the Synod’s Board of Directors relative to its operations and activities. If the governing
board and the Synod’s Board of Directors do not reach
an accord on such suggestions, the matter may be
brought by the Synod’s Board of Directors to the Synod
in convention for decision.

The members, if any, of a synodwide corporate entity shall be as set forth in these Bylaws.

COMMENT: Enables the Synod in convention to have final
voice in all matters.

3.192 Governing Board

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a. Each synodwide corporate entity shall have a
governing board.
[The following paragraph is for adoption at the 1998
convention but implementation following the 2001 convention.]
b. A minimum of approximately one-third (33%) of
the voting members of every governing board shall be
elected by the Synod in convention as described in these
Bylaws.
c. The names of the individual members of each of
these governing boards shall be reported annually in an
official periodical of the Synod.
3.193 Officers of the Boards
Each governing board shall elect its own chair, vicechair, and secretary and such operating officers as may
be necessary. The executive officer of each synodwide
corporate entity shall serve at the pleasure of the governing board. The governing board of each executive
shall conduct an annual review and, before the expiration of each five (5) year period, the appointment shall
terminate unless the governing board takes specific action to continue the person in the office. The slate of
candidates for the initial appointment of the executive
officer of a synodwide corporate entity shall be selected
by its governing board in consultation and mutual concurrence with the President of the Synod.

e. Each governing board shall be accountable to the
Synod in convention for the discharge of its assigned
duties and shall submit a report relative thereto for inclusion in the Convention Workbook.

COMMENT: Reference to Council on Mission and Ministry
is omitted.
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f. Each governing board shall be accountable to the
President of the Synod for doctrinal faithfulness. It
shall respond to any questions asked by the President
of the Synod as he carries out his constitutional duties.

COMMENT: Makes explicit the need to respond to the concerns raised by the President of the Synod.
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3.197 Governing Instruments
a. The governing instruments of a synodwide corporate entity shall be in conformity with the Synod’s Constitution, Bylaws, and applicable resolutions of the
Synod in convention.
b. Before becoming effective, such governing instruments, and any amendments thereto, shall be reviewed
and approved by the Board of Directors of the Synod
and the Commission on Constitutional Matters. A negative decision by either of these two bodies may be ap-