# LCMS Convention Proceedings_St. Louis Missouri_2007_S161
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

8. Synod Structure and Governance
To Adopt Amendments
to the Articles of Incorporation
and Bylaws re Resolution 7-02A
RESOLUTION 8-01
Overtures 7-52–54, 8-01, 8-03–04, (CW, pp. 254;
257–259)
WHEREAS, The 2004 convention of the LCMS created the
Resolution 7-02A Committee; and
WHEREAS, The Resolution 7-02A Committee has issued
its final report, which all convention delegates have received; and
WHEREAS, The Resolution 7-02A Committee unanimously approved the report; and
WHEREAS, The Commission on Constitutional Matters at
its meeting on April 21–22, 2007, upon hearing the report
by the chairman of the Resolution 7-02A Committee, discussed each section of the report with its recommended
bylaw changes, and, by consensus, commended the committee for its work; and
WHEREAS, The Board of Directors meeting on May
16–18, 2007, passed the following resolution without dissent:
Resolved, That upon hearing and reviewing the report of the
Resolution 7-02A Committee, the Board of Directors commends the committee for its hard work and the results of its
prayerful efforts, heartily endorses the committee’s recommendations, and prays that the convention will look upon the
recommendations positively and adopt them;

Committee 8 Chairman Lane Seitz

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 of the
Synod. In case of any conflict or uncertainty relative to the applicability of the laws of the State of Missouri, such issues
shall be resolved in accord with the provisions in the Constitution and Bylaws of the Synod.

therefore be it
Resolved, That we give thanks to the Resolution 7-02A
Committee for its diligent and excellent work; and be it further
Resolved, That the following amendments to the Articles
of Incorporation and Bylaws recommended by the Resolution 7-02A Committee be adopted.

PRESENT/PROPOSED WORDING
1.4.4 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 that management authority and duties have
been delegated by the Articles of Incorporation, Constitution, Bylaws, or resolutions of a convention of the
Synod 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. Any issues relative to the applicability of the laws of the State of Missouri shall be
resolved in accord with the provisions in the Constitution and Bylaws of the Synod.

PRESENT/PROPOSED WORDING
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 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 designated to
them. In case of any conflict or uncertainty in determining the
authority and duties of the Board of Directors and such other

PRESENT/PROPOSED WORDING
3.3.5.4 The Board of Directors shall be responsible for the general management of the business and legal affairs of
the Synod. It shall receive copies of all legal opinions
or written counsel received by program boards, com-

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2007 Convention Proceedings