# LCMS Convention Workbook_St. Louis Missouri_2004_S217 # Machine transcription, uncorrected — CHI Digital Archive (demonstration) PROGRAM AND FINANCE 217 To Amend Bylaws re Chief Administrative Officer Duties Preamble The departure of former Chief Administrative Officer Brad Hew- itt occasioned a review by the Board of Directors of the position description and responsibilities of that office. The Board, through its Personnel Committee, received counsel from numerous persons, including the former Chief Administrative Officer, his predeces- sor, and the President of the Synod. After weighing all of the counsel and information received, the Board of Directors concluded that it continues to be important and necessary for the Board to have a staff position and that this posi- tion should remain an officer position of the Synod. With the con- currence of the President of the Synod, the Board also concluded that the dual reporting relationship outlined in current Bylaws of the Synod should be eliminated and that the Chief Administrative Officer should be directly accountable only to the Board of Direc- tors. This will require minor changes to the Bylaws of the Synod. Therefore be it Resolved, That the 2004 convention of the Synod amend By- laws 3.171, 3.173, and 3.175 to read as follows: PRESENF/PROPOSED WORDING Bylaw 3.171 Appointment The Chief Administrative Officer shall be an officer of the Synod and be appointed by the Board of Directors of the Synod in consultation and mutual concurrence with the President of the Synod, to a three-year renewable term during which he shall serve at the pleasure of the Board of Directors. He may serve an unlim- ited number of terms, but each reappointment shall be with the mu- tual concurrence of the President and the Board of Directors of the tHeon-with-an Annual reviews and evaluations shall be conducted between conventions by the Board of Directors. Bylaw 3.173 General Duties The Chief Administrative Officer shall assist tre-President end the Board of Directors of the Synod as-ereh-direets in car- rying out the responsibilities given to ¢hem it by the Constitu- tion, Bylaws, and resolutions of the Synod. Bylaw 3.175 Specific Duties The Chief Administrative Officer shall a. meet regularly with the executive officers of program boards, commissions, and Synodwide corporate entities as the liaison with the Board of Directors end-the-President-of-the Syned; b. provide leadership to assure that the mission and ministry activities of the ehurek Synod are being carried out in a coordi- nated, cooperative, and efficient manner. LCMS Board of Directors 4-35 To Direct Establishment of Reversionary Interests on College, University, and Seminary Properties Rationale In May 1998 the Board of Directors requested that the Com- mission on Constitutional Matters, in consultation with legal coun- sel, review the Articles of Incorporation of all incorporated entities of the Synod to ascertain that their articles include appropriate lan- guage “regarding relationship to the Synod, its appropriate board(s), and property disposal upon dissolution of the corpora- tion.” The Commission instructed the Secretary of the Synod to procure copies of the Articles of Incorporation of all incorporated entities of the Synod and to present these documents to the Synod’s legal counsel for appropriate review. On July 10, 2003, legal counsel reported to the Secretary that he had completed the review of the Articles of Incorporation of the Districts, seminaries, colleges, universities, and Synodwide corpo- rate entities. The Commission instructed the Secretary to pass along the report to the Board of Directors. Noting that several of the Synod’s educational institutions have not executed deeds and other legal documentation necessary to the establishment of reversion- ary interests to their properties in favor of the Synod, the Board asked legal counsel to draft a corrective convention action. At its February 2004 meeting the Board of Directors reviewed the pro- posed resolution from legal counsel and forwarded it to the Synod as an overture to the 2004 convention. Wuereas, The Lutheran Church—Missouri Synod has, from its earliest days and throughout its existence, owned and, through duly elected Boards of Regents, operated institutions of higher educa- tion, the same being its colleges, universities, and seminaries; and WHEREAS, The Synod owns the properties of all agencies of the Synod, including its institutions of higher education, regardless of how such properties are titled (Bylaw 3.51 i); and WHEREAS, The Board of Directors of the Synod is charged under the Synod’s Constitution and Bylaws with authority and re- sponsibility for all the property of the Synod, including the proper- ties of its institutions of higher education; and WHEREAS, The Board of Directors of the Synod, acting pursuant to its authority over property matters, has reviewed the titles to the properties of the institutions of higher education and has deter- mined that such properties are in some cases held in the name of the institution of higher education, in some cases in the name of the institution of higher education subject to a reversionary interest in the Synod, and in some cases held in the name of the Synod, and thereupon resolved in 1998 that all properties of the institutions of higher education shall be titled in the name of each institution sub- ject to a reversionary interest in the Synod, and WHEREAS, Certain of the Synod’s institutions of higher educa- tion have not executed deeds and other legal documentation nec- essary to the establishment of reversionary interests to their prop- erties in favor of the Synod; therefore be it Resolved, That each institution of higher education of the Synod shall hold title to properties presently owned or at any time here- after acquired by it subject to a reversionary interest or possibility of a reverter in favor of the Synod in such form and stating such conditions as shall be established by the Board of Directors of the Synod except as provided by such Board; and be it further Resolved, That the Board of Regents and officers of each insti- tution of higher education of the Synod shall, and are hereby di- rected to, take all actions and execute all deeds, resolutions, state- ments, and Jegal documents necessary to carry out the terms of this resolution. LCMS Board of Directors 4-36 To Ensure Unity in the Synod re Property Matters Rationale Bylaw 3.51 i defines “Property of the Synod” as follows: ““Property of the Synod’ includes all assets, real or personal, tan- gible or intangible, whether situated in the United States or else- where, titled or held in the name of the Synod, its nominee, or an agency of the Synod. Provided, however, ‘property of the Synod’ does not include any assets held by the Lutheran Church Extension Fund—Missouri Synod or by an agency of the Synod in a fiduciary capacity (including, for purposes of example, the funds adminis- tered by Worker Benefit Plans and certain funds held by The Lutheran Church—Missouri Synod Foundation).” As the various corporations of the Synod were established, var- ious kinds of reversionary language was used to make clear that all property is ultimately owned by The Lutheran Church—Missouri