LCMS Convention Proceedings St. Louis, Missouri — 1992, Sheet 177

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8. Planning and Administration

To Clarify Role of Board of Directors
and Various Corporate
and Legal Entities

_ RESOLUTION 8-01A
Overture 8-02 (CW, pp. 291-84) |

Rationale:

The Synod was incorporated in 1894 and in 1917 it
formed its first Board of Directors. Prior to 1920, the Board
for Higher Education had the responsibilities of the Board
of Directors. With the exception of Concordia Publishing
House, which was separately incorporated, all synodwide
operations were conducted within the corporate entity The
Lutheran Church—Missouri Synod, Inc. The Synod at its
1967 convention, on advice of counsel, resolved to accept
the provisions of the Missouri “General Not-for-Profit Cot-
poration Act” enacted in 1959. Over the years, the Synod
has, for business and legal reasons, established a number
of other synodwide corporations, each with a board of di-
rectors or comparable group. Each of these boards has re
sponsibilities similar to those of the synodical Board of
Directors. Under the Missouri “General Not-for-Profit Cor-
poration Act” each has responsibilities for planning, per:
sonnel, finances, accounting, budgets, audits, capital
expenditures, and property. The synodical Bylaws, how-
ever, are written as though the synodical Board of Direc-
tors has these responsibilities for all corporate entities and,
thus, need to be clarified. Since the board of each corpo-
ration has certain common functions, and since all such
corporations operate out of St. Louis, it is desirable that,
wherever feasible, they have common policies. The pro-
posed Mission and Ministry Council, appearing in a sept
arate overture, provides the vehicle for such common
policies. The following provides bylaws applicable to all
corporate boards with board of directors’ responsibilities
under the Missouri “General Not-for-Profit Corporation
Act” and unincorporated boards operating under “trust
laws. The Board of Directors of The Lutheran Church—
Missouri Synod, Inc. is also responsible under this act for
all other unincorporated boards, commissions, and de-
partments unless the synodical Bylaws assign such re-
sponsibilities to others.

Resolved, That the following Bylaw amendments be
adopted to replace Bylaws 3.181-3.187 and 3.189-3.191:
PRESENT/PROPOSED WORDING

D. Boards of Directors

3.181 Role

Each synodwide corporate or legal entity shall have|

a board of directors or comparable board (board of trust-

ees, board of managers, or board of governors) which

shail function as a servant of and to the congregations
, and the Synod in their assigned area of responsibility.

These entities are

+ The Lutheran Church—Missouri Synod, Inc,

+ Concordia Publishing House

+ Lutheran Church Extension Fund—Missouri Synod

* The Lutheran Church—Missouri Synod Foundation

+ Worker Benefit Plans

175

|

Committee 8 Chairman Richard G. Kapfer

+ Concordia University System
+ Concordia Historical Institute

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

rating or executive officer shall have the approval of
the President of the Synod, in accordance with Bylaw

69 e.

3.183 Functions of the Boards

a. Each board of directors shall have such powera
and duties as have been accorded it by the Constitution
and Bylaws of the Synod, have been established in their
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, hereon ea legal affairs the Synod has as-
signed to that entity and each shall develop policies govu-
erning its operations. Each shall have an independent
audit and shall provide for insurance and fidelity bo!
ing using common policies with the other fein et of di-

| rectora whenever possible. Each shall assist the Board

of Directors of The Lutheran Church—Missouri Synod,
Inc. (or the Synod’s Mission and Ministry Council, if
adopted) 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 min-
istry 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
directora 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 direc-
tives of the Synod, in consultation with the Board of