# LCMS Commission on Constitutional Matters Minutes_St. Louis Missouri_January 19 20 1996_S7
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

3.182 Officers of the Boards
Each board of directors shall elect its own chairman, vice-chairman, secretary, and such
operating officers of the board as may be necessary. The election of the chief operating or
executive officer shall have the approval of the President of the Synod, in accordance with
Bylaw 3.69 e.
3.183 Functions of the Boards
a. Each board of directors shall have such powers and duties as have been accorded it by
the Constitution and Bylaws of the Synod, have been established in its respective Articles of
Incorporation and Bylaws, or have been requested by resolutions of the delegate conventions
of the Synod. Within such limitations, each shall operate within the applicable federal and
state laws. Each is vested with the supervision of the business, financial, property, personnel,
and legal affairs the Synod has assigned to that entity and each shall develop policies
governing its operations. Each shall have an independent audit and shall provide for
insurance and fidelity bonding using common policies with the other boards of directors
whenever possible. Each shall assist the Synod's Mission and Ministry Council in developing,
when agreed to be beneficial, common policies applicable to all corporate and legal entities
and each shall operate under such policies.
b. Within the context of the Synod's mission and ministry plan, each board of directors shall
establish and monitor long- and short range plans and operating and capital budgets to carry
out such plans. Each board of directors shall be accountable to the national convention of the
Synod for the discharge of its duties in compliance with the mission and ministry plan,
policies, and directives of the Synod, in consultation with the Synod's Mission and Ministry
Council to ensure coordination and implementation of said plan. Each shall also be
accountable to the President of the Synod for doctrinal faithfulness.
3.185 Governing Instruments
The articles of incorporation and bylaws (or other appropriate governing instruments) of
the synodical entities listed in this chapter III of the Handbook shall be in conformity with the
Synod's Constitution, Bylaws, and applicable convention resolutions. Such conformity shall
be assured through review of those instruments, and any changes therein, by the Board of
Directors of The Lutheran Church-Missouri Synod, and Commission on Constitutional
Matters. Negative decisions on the part of these two bodies shall be appealable to the
convention, which shall also retain the right on its own initiative to require amendments to
the governing instruments of these entities. Such governing instruments shall be filed with the
Secretary of the Synod and shall be made available by the entities to every member of the
Synod (congregation, ordained, or commissioned minister) upon request.
4. That 1992 Bylaw 3.190 be refined as follows:
3.190 Synodical Board of Directors
Those programs, business and legal affairs of the Synod not specifically delegated in the
bylaws to other corporations shall, in accordance with Bylaw 1.07C, be conducted within
The Lutheran Church-Missouri Synod corporate entity. The synodical Board of Directors is
elected by a convention of the Synod. The board shall consist of 13 voting members serving a
maximum of two six-year terms: four ordained ministers; one commissioned minister; and