# LCMS Convention Workbook_St. Louis Missouri_2004_S260 # Machine transcription, uncorrected — CHI Digital Archive (demonstration) 260 laws also make clear which offices are to be regarded as elective and which are to be regarded as appointive. They do not, however, provide a definition of the word office. The Commission on Structure recommends the addition of a de- finition under Bylaw 3.51 to clarify what is intended when the word office is used by the Bylaws; therefore be it Resolved, That Bylaw 3.51, Definitions, be amended by the ad- dition of a new paragraph g as follows, with the existing paragraph g and all subsequent paragraphs re-lettered accordingly: g- : For the Byla iti listed in Bylaws 3.53, 3.55, and 3.57 and their equivalent posi- tions at the District level. , Commission on Structure 7-26 To Eliminate Confusion Caused by Use of Term Elected Rationale Bylaw 3.75 b states: “An office shall be regarded as elective only if it is an office filled through election by a national or a Dis- trict convention, even though a vacancy in such an office may be filled by appointment.” However, the verb elect in its various forms is not used consis- tently in the Handbook of the Synod to speak only of offices filled through election by a national or District election. In some cases, for example, the verb elect is used to describe a manner of ap- pointing (e.g., Bylaw 3.407) or to describe the filling of positions by other than national and District conventions (e.g., Bylaw 3.407 a, etal). This inconsistent use of the verb elect causes confusion in the application of other Bylaws, including Bylaw 3.75 a: “No one, ei- ther in the Synod or in a District, or between the Synod and a Dis- trict, shall hold more than one elective office; or more than two of- fices, although one or both be appointive, or ever hold two offices of which one is directly responsible for the work done by the other.” The Pro Tem Commission on Structure, which is presenting to the 2004 convention a proposal for a major revision of the Hand- book, has attended to this matter in its revision. If the proposal of the pro tem commission fails to be approved by the convention, the Commission on Structure offers the following proposal. Resolved, That the Secretary of the Synod, with the assistance and approval of the Commission on Constitutional Matters, revise those portions of the Handbook in which confusion regarding the term elect and related terms exists, in order to provide consistency throughout Bylaws of the Synod; and be it further Resolved, That these changes be incorporated into the 2004 Handbook. Commission on Structure 7-27 To Reconcile Bylaws to Articles of Incorporation and Missouri State Law Rationale The Articles of Incorporation of The Lutheran Church—Mis- souri Synod provide that the Synod will conduct its business as a non-profit corporation in the State of Missouri in a manner not in conflict with the laws of the State of Missouri (Articles VI and VIII). Bylaw 3.183, “Authority of the Board,” accordingly provides that the Board of Directors of the Synod shall have such powers and duties that have been accorded to it not only by the Articles of Incorporation, Constitution, Bylaws, and resolutions of the Synod but also by the laws of the State of Missouri (Bylaw 3.183 a). In keeping with the laws of the State of Missouri, the Synod elects a board of directors (Article of Incorporation V) to serve as the legal representative of the Synod and to exercise supervision STRUCTURE, PLANNING, AND ADMINISTRATION over the property, business, and legal affairs of the Synod (Consti- tution Article XI F; Bylaw 3.183). The law of the State of Missouri requires that the Board be allowed to function with full authority in property, business, and legal matters, except when and to the ex- tent that such authority is specifically limited within the Articles of Incorporation of the Synod. The Articles of Incorporation of The Lutheran Church—Mis- souri Synod do, in effect, limit the authority of the Board of Direc- tors by naming the conventions of the Synod as its “ultimate au- thority.” Article of Incorporation IV states, “All officers, the Board of Directors of corporate Synod, and all corporations, boards, and other subordinate bodies defined in [the Synod’s] Constitution or Bylaws shall be responsible to the synodical convention which is the ultimate authority of the corporation.” This is the only limita- tion of the authority of the Board of Directors in the Synod’s Arti- cles of Incorporation, which, according to Missouri law, is the only place where such limitations may occur. Two Bylaws of the Synod are in conflict with provisions in Missouri law that guard the authority of boards of directors of non- profit corporations. These two Bylaws permit an agency of the Synod, namely the Commission on Constitutional Matters, to limit the authority of the Board ‘of Directors. Bylaw 3.905 d provides to the Commission on Constitutional Matters the authority to issue binding opinions until overruled by a convention of the Synod. Bylaw 3.183 d 2 specifically applies that Bylaw to the Board of Di- rectors by limiting the authority of the Board where opinions of the Commission on Constitutional Matters are concerned. This incon- gruity in the Articles of Incorporation, Constitution, and Bylaws of the Synod has resulted in disagreement during the current trien- nium and must be resolved. The Board of Directors has asked the Commission on Structure to propose to the 2004 convention of the Synod the changes neces- sary to resolve this irregularity in a manner that rightly abides by the laws of the state while also honoring the interests of the Synod. The Commission proposes the following Bylaw changes that will enable the Synod to function in a manner that respects the interest of Missouri law in guarding the authority of boards of directors of non-profit corporations. By advocating no change to the Synod’s Articles of Incorporation regarding ultimate authority, the historical interest of the Synod in retaining ultimate authority i in its conven- tions is retained. PRESENT/PROPOSED WORDING Resolved, That Bylaw 3.905 d be amended to read: 3.183 Functions The commission shall... ...d. interpret the Synod’s Constitution, Bylaws, and reso- lutions upon the wnitten request of a member (congregation, or- dained, or commissioned minister), official, board, commission, entity, or agency of the Synod. Such a request may be accom- panied by a request for an appearance before the commission. An opinion rendered by the commission shall be binding on the question decided unless and until il is overruled by a synodical convention, except when the ob nion pertains to corporate, busi- n fin. ivil nights. i Ts, in whi ini J] Vi Sees and be it further Resolved, that Bylaw 3.183 d 2 be amended to read: 3.183 Authority of the Board The Board of Directors shall... ..2. It shall have the right to call up for review, criticism, modification, or revocation any action or policy of a program board, commission, or council;-exeept-epinions-efthe-Comunis- ster-en-Constitettenal Matters. Commission on Structure