# LCMS Convention Proceedings_St. Louis Missouri_2013_S168
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

law, these Bylaws, and the governing documents of
the affected entity to be followed to permit the removal
of such commission, agency board, or LCMS Board
of Directors member.
The Lutheran Church Extension Fund—Missouri Synod
3.6.4.3.1	Directors elected by the members of the Lutheran
Church Extension Fund—Missouri Synod may be
removed by a two-thirds (2/3) majority vote of the
Board of Directors of the Lutheran Church Extension Fund—Missouri Synod at any time, for cause. A
vacancy occurring in the position of a director elected
by the members of the Lutheran Church Extension
Fund—Missouri Synod shall be filled by the members
of the Lutheran Church Extension Fund—Missouri
Synod at any regular or special meeting, in accordance
with its bylaws.
[Renumber current Bylaw 3.6.4.3.1 to 3.6.4.3.2]
Action: Adopted (6)
(Res. 6-13 was adopted without discussion [Yes: 801; No: 50].)

To Amend Bylaw 3.6.5.2.1 re Terms of Office
of LCMS Foundation Board Members
RESOLUTION 6-14
Overture 6-21 (CW, p. 242)
Whereas, The Bylaws of The Lutheran Church—Missouri
Synod Foundation (the Foundation) have in the past permitted
trustees elected by its voting members to serve four successive
three-year terms of office; and
Whereas, The current Bylaws of the Synod limit the terms of
office of trustees of the Foundation who are elected by its members
to three successive three-year terms of office; and
Whereas, In order to allow the Foundation to continue its past
practice of four successive terms of office for trustees elected by its
members, it is necessary to amend the Bylaws of the Synod; therefore be it
Resolved, That Bylaw 3.6.5.2.1 be amended as follows:
PRESENT/PROPOSED WORDING
The Lutheran Church—Missouri Synod Foundation
3.6.5.2.1 The Board of Trustees of the Lutheran Church—Missouri Synod Foundation shall consist of:
1.	Two members elected by the Synod in convention
(one ordained minister and one layperson)
2. The chairman of the Board for National Mission or
his representative from that board
3. At least seven members appointed by the members,
as provided in the bylaws of the foundation
4. The President of the Synod or his representative
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2 0 1 3 C o n v e n t io n P r o c e e d i n g s

5. The Chief Financial Officer of the Synod as a nonvoting member
The members of the Board of Trustees of the Lutheran
Church—Missouri Synod Foundation appointed by
the voting members of the Lutheran Church—Missouri Synod Foundation shall serve a maximum of four
successive three-year terms.
Action: Adopted (6)
(Res. 6-14 was adopted without discussion by voice vote.)

To Amend Bylaws re Removal and Filling of
Vacancies of LCMS Foundation
Board Members
RESOLUTION 6-15
Overture 6-22 (CW, p. 242)
Whereas, The Bylaws of The Lutheran Church—Missouri
Synod Foundation (the Foundation) and the Synod’s Bylaws indicate that the LCMS Foundation’s Board of Trustees shall consist of
two trustees elected by the Synod in convention and seven trustees
elected by the members of the Foundation; and
Whereas, The Bylaws of the Synod currently grant the Board
of Directors of the Synod the authority to remove the Foundation board members for cause and to fill board-member vacancies
regardless of whether the member was elected by the Synod in convention or by the members of the Foundation; and
Whereas, It is appropriate and proper, due to the separate corporate status of the LCMS Foundation, for the Board of Trustees of
the LCMS Foundation to have the authority to remove board members elected by the members of the LCMS Foundation and for the
members of the LCMS Foundation to fill vacancies for the board
positions elected by its members; therefore be it
Resolved, That the Bylaws of The Lutheran Church―
Missouri Synod be amended as follows:
PRESENT/PROPOSED WORDING
Removal of Individual Members from Board or Commission
Membership
1.5.7 	Individual members of the Synod’s commissions and
the boards of its agencies, as well as the individual
members of its Board of Directors, shall discharge the
duties of their offices in good faith. The following are
considered cause for removal pursuant to this bylaw:
1. Incapacity
2. Breach of fiduciary responsibilities to the Synod or
agency
3. Neglect or refusal to perform duties of office
4. No longer satisfying any of the qualifications for
directors set forth in the articles of incorporation or
R e s olu t i on s