# LCMS Convention Workbook_St. Louis Missouri_1998_S290 # Machine transcription, uncorrected — CHI Digital Archive (demonstration) 288 , BLUE RIBBON COMMITTEE number of areas which it believes should be given further consid- eration and should be modifted. The Board of Directors is offering recommendations for con- sideration with rationale provided for each. Resolved, That the following recommendations be adopted: A. Position of Chief Financial Officer Rationale Ever since its beginning the Treasurer has been an elected offi- cer of The Lutheran Church—Missouri Synod. There does not ap- pear to be a compelling reason for changing this procedure. The Vice-President—Finance/Treasurer/Chief Financial Officer is not only responsible to the Board of Directors but is also involved with many other agencies. The Board of Directors is not the owner but the custodian of the Synod’s property. He/she must therefore have the full confidence of the entire Synod. This could best be achieved and maintained by election as an officer of the Synod upon nomi- nation by the Board of Directors after consultation with the Presi- dent and with the other boards on which he serves. For business reasons, including signature purposes, it is also desirable for the Treasurer to retain Vice-President status, a status granted by the 1992 convention. Qualification and nomination for the position could be deter- mined as it presently is. Floor nominations could be limited as they presently are for other positions where those intending to nominate are to present the names within a specified period of time so that they can be properly evaluated by the nominating committee. In this case, the evaluation would be made by the Board of Directors. Resolved, That the Vice-President—Finance/Treasurer/Chief Financial Officer continue to be an elected position by constitu- tional stipulation; and be it further Resolved, That evaluation of candidates for nomination be car- ried out by the Board of Directors of the Synod; and be it further Resolved, That the nominee or slate of nominees for election as Vice-President—Finance/Treasurer/Chief Financial Officer be pro- vided by the Board of Directors; and be it finally Resolved, That any additional nominees from the floor must meet the requirements of Bylaw 3.985 a, with the Board of Direc- tors serving as the Committee for Nominations for this position. B. Terms of Service of Executives and Staff Rationale Appointment of persons to five-year terms establishes legal ex- posure since such appointment can be subject to interpretation as a contractual agreement. Annual review is provided at the present time for all executives and, if desirable, a more thorough five-year evaluation could be mandated. This would deal with the concerns expressed by the Blue Ribbon Committee. At the same time, ser- vice at the pleasure of the board would make it possible to remove an executive at any time if the evaluative criteria were not met without opening the board to the legal exposure which could be possible under terms of a five-year appointment. Service at the pleasure of the board also allows for changes in staffing that might be needed to reflect changes in priorities and budgets. Resolved, That those serving in executive officer/executive di- rector positions, as well as other positions, continue to serve “at the pleasure of the board”; and be it further Resolved, That annual evaluations of persons in such positions continue under Human Resources policies, which also provide for thorough and extensive five-year reviews; and be it finally Resolved, That if the provision of five-year terms is retained, the addition of the conditions of “lack of funds or elimination of position” be added to Bylaw 3.69 e, as reasons for termination. C. Composition of Board Membership Rationale It is impossible for the elective process to provide assurance that persons with the necessary expertise will be chosen to serve on the boards of corporate entities. Furthermore, in the case of several, LCEF and the Foundation, it would seem more appropriate that those who invest their funds with these entities or contribute di- rectly to them should have the responsibility for determining those who would direct their activities. Resolved, That for purposes of securing the necessary expertise and broader representation, those corporate and program boards presently appointed continue to be appointed in the same manner as is the current practice; and be it further Resolved, That if the proposal of the Blue Ribbon Committee regarding national convention election of approximately one-third of board members is adopted, those elected members be limited to rostered members as provided for in the governing documents of each corporation. D. President’s Representative Rationale With the proposed elimination of the Council of Administra- tors, the need for communication within the Administrative Team is intensified. It is extremely important that information regarding wiiat is taking place and what is planned in all agencies be avail- able for sharing with all members of that group. For this reason, it would seem most appropriate that members of the Administrative Team be involved with all boards and agencies of the Synod. Resolved, That in those situations where the President’s repre- sentative serves on a board of corporate Synod or the governing board of a synodical corporate agency, normally the President’s representative be a member from the Administrative Team. E. Concordia Publishing House Board of Directors Rationale The Blue Ribbon Committee has stated that “the Chief Finan- cial Officer provides linkage with the financial matters of the syn- odwide corporate entities as a voting member on the governing boards of The Lutheran Church Extension Fund—Missouri Synod and The Lutheran Church—Missouri Synod Foundation, and as a nonvoting member on the board of Concordia Publishing House.” No rationale is provided for nonvoting status on the board of Con- cordia Publishing House in contrast to voting status on other cor- porate boards, including also Concordia University System. Be- cause of the large financial interests involved in the governance of Concordia Publishing House, which in 1997 had revenues of $35,000,000 and net income in excess of $1,594,000, it would be preferable for the Chief Financial Officer to also have both voice and vote on that board. Since the Chief Financial Officer serves on the board of Concordia Publishing House, it might not be neces- sary for a President's representative to also be assigned to the board if the CFO, a member of the Administrative Team, can provide the necessary communication linkage. Resolved, That the Chief Financial Officer be designated as a voting member of the Board of Directors of Concordia Publishing House. F. Rewrite/Reformat the Synodical Constitution and Bylaws Rationale In 1992, the Commission on Structure was eliminated from the Bylaws for several reasons. First, it was believed that some of the major concerns had been dealt with by previous convention actions and that only minor changes in Bylaws would be required in the future. The decision of the Commission on Constitutional Matters involving corporate agencies, however, led to the conclusion that