# LCMS Convention Proceedings_St. Louis Missouri_2004_S152
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

152

RESOLUTIONS

convention can be from the same district of The Lutheran Church
— Missouri Synod.
When discussion resumed later in the session, an amendment
was discussed and defeated to replace the deleted wording in the
first resolve of the substitute motion with the words: No more
than one of these four ordained ministers may be elected from any
one District (District membership being determined by that District through which synodical membership is held), and no more
than one of the eight laypersons may be elected from any one District (District being determined by the District membership of the
congregation of which the layperson is a member). After debate
was ended on the substitute motion, it was defeated [Yes: 401;
No: 758] and discussion continued on the resolution as presented
by the committee. An amendment was adopted to add a final resolve: Resolved, That this change in the bylaw will take effect at
the 2007 convention. After debate was ended, the resolution as
amended was adopted [Yes: 711; No: 439].)

To Amend Synodical Articles
of Incorporation and Bylaws
Regarding Officer and Board
Responsibilities
RESOLUTION 7-02A
Report LR1-8 (TB, pp. 21−27); Overtures 7-06, 7-27,
7-80–84, 7-112−117 (CW, pp. 250−251, 260, 277–278,
−289); L7-122 (TB, p. 37); L7-123 (TB, pp. 239−
−240)
287−
WHEREAS, The Board of Directors and the Synod’s legal
counsel recognize that the Articles of Incorporation, Constitution, and Bylaws of the Synod require amendments to
clarify the roles of the officers, including the Board of Directors, and other boards and to reflect other changes since
they were last amended in 1998; and
WHEREAS, President Kieschnick in his Special Report to
the Convention (LR 1-8, TB, pp. 21−27) reported, “In accord
with the Constitution of The Lutheran Church—Missouri
Synod it is my duty as President to report to the Synod that
the Board of Directors of the LCMS (BOD/Board) has taken
actions that ‘may be in violation of the Constitution, Bylaws, and resolutions of the Synod’ (Bylaw 3.101 B 5)”; and
WHEREAS, The Board of Directors has repeatedly indicated its desire to restore peace and harmony in the Synod;
and
WHEREAS, If some of the following changes to the Articles of Incorporation and Bylaws had been in place, the impasse between the Board of Directors and the bylaws that
refer to the binding nature of the opinions of the Commission on Constitutional Matters [Bylaws 3.905 d and 3.183 D
2] would not have occurred; therefore be it
Resolved, That the Articles of Incorporation be amended
to read as follows:
PRESENT/PROPOSED WORDING
Article III Membership
Membership in the corporation is held and may be
acquired by congregations, ministers of religion−ordained, and ministers of religion−commissioned, as defined by the Constitution and Bylaws. such as teachers,
directors of Christian education, directors of Christian
outreach, directors of parish music, deaconesses, parish
assistants, and certified lay ministers of the Evangelical Lutheran Church who confess and accept the confessional basis of Article II of the Constitution of The
Lutheran Church—Missouri Synod. The member congregations of The Lutheran Church—Missouri Synod

2004 Convention Proceedings

shall be the voting members of the corporation. Congregations shall exercise their voting power through
clergy and lay delegates distributed among the member
congregations in such number as may be determined
from time to time by the Bylaws of The Lutheran
Church—Missouri Synod.
Article V Officers
The corporation shall have a Board of Directors of
such number and qualifications and who shall be
elected in such manner and for such terms of office as
shall be set forth in the Constitution or Bylaws of The
Lutheran Church—Missouri Synod. In addition, the
corporation shall have other officers having such qualifications and who shall be elected or appointed in such
manner and for such terms of office as provided for in
the Constitution or Bylaws of The Lutheran Church—
Missouri Synod.
The management authority and duties of the Board
of Directors of the Synod shall be limited to the extent
such authority and duties are delegated by the Constitution and Bylaws of The Lutheran Church—Missouri
Synod to other officers and agencies of the Synod. The
management authority and duties of the Board of Directors and such other officers and agencies shall be defined in the Constitution and Bylaws, and each of them
shall be responsible to the Synod for the proper and
prudent fulfillment of the authority and duties so delegated to them. In the case of any conflict or uncertainty
in determining the authority and duties of the Board of
Directors and such other officers and agencies, the opinions of the Commission on Constitutional Matters interpreting the Constitution and Bylaws of The Lutheran
Church—Missouri Synod shall be binding, unless and
until overruled by a synodical convention,

and be it further
Resolved, That Bylaw 1.07 c, regarding the Board of Directors be amended to read as follows:
PRESENT/PROPOSED WORDING
c. The Board of Directors serves the Synod as its
legal representative and as custodian of all property of
the Synod, and upon it is incumbent the general management and supervision of the business affairs of the
Synod, except to the extent management authority and
duties have been delegated by the Articles of Incorporation, Constitution, Bylaws, or resolutions of a synodical convention to other officers and agencies of the
Synod or to separate corporate or trust entities. Each
other board of directors, board of regents, and board of
trustees also serves the Synod with respect to the property of the Synod, to the extent of its jurisdiction, as
provided or authorized in these Bylaws. Upon each
such board of the Synod is incumbent the general management and supervision of the business affairs of the
Synod to the extent of its jurisdiction. Also, each board
of directors, board of regents, and board of trustees
shall, to the extent of its jurisdiction, between conventions and subject to advice or direction from any other
appropriate board that has been given authority by
these Bylaws or by convention resolution, (1) determine
general operating policies, (2) approve program budgets, (3) allocate resources for such programs, (4) review
program performance, and (5) coordinate the administration of convention resolutions. Each board of directors shall also be empowered to settle disputes within
that corporate entity. Each board shall report its activities and recommendation to the respective convention.

and be it further
Resolved, That Bylaw 3.51 c be amended to read:
PRESENT/PROPOSED WORDING
c. Corporate Synod: The Lutheran Church—Missouri Synod, the Missouri nonprofit corporation, includ-