LCMS Convention Proceedings St. Louis, Missouri — 1992, Page 176

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176

RESOLUTIONS -

” Directors of The Lutheran Church—Missouri Synod,

Inc. to ensure coordination and implementation of said
plan (or the Synod’a Mission and Ministry Council, if
approved). Each shail also be accountable to the Presi-
dent of the Synod for doctrinal faithfulness.

3.185 Governing Instruments

(Replaces 3.600.)

The articles of incorporation and bylaws (or other
appropriate governing instruments) of the synodical en-
tities listed in this chapter 111 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, Inc. (or the
Synod’s Mission and Ministry Council, if approved) and
Commission on Constitutional Matters. Negative deci-
sions 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 instru-
ments 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.

1. The Lutheran Church—Missouri Synod, Inc.

3.190 The Corporation

The Lutheran Church—Missouri Synod, Inc. shall
be maintained as the corporate entity of The Lutheran
Church—-Missouri Synod out of which is conducted
those programs, business, and legal affairs of the Synod
not specifically delegated in the Bylaws to other officers
or corporations. Unless otherwise stipulated in the By-
laws, all boards, commissions, councils, and depart-
ments not separately incorporated or operated under
trust law shall be conducted within this corporation.
This corporate entity shall be operated by a Board of
Directors 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 com-
missioned minister; and eight laypersons. No more than
one of the ordained ministers or laypersons may be
elected from any one District. The President and Sec-
retary of the Synod by virtue of their office shall also
serve as voting members of the board; the First Vice-
President and the Treasurer of the Synod shall be non-
voting members of the board by virtue of their office. No
person (other than one serving by virtue of his office)
salaried by the Synod or by a District or other corpo-
ration organized by the Synod shall be an elective mem-
ber of the board. The principal staff person of the board
shall serve in an advisory capacity, and those members
of the Council of Administrators who are staff persons
shall be available for consultation.

3.191 Functions of the Board

a. The Board of Directors shall be vested with the
general management and supervision of the business,
financial, property, personnel, and legal affairs of that
portion of the ‘Synod operated under the corporate entity
known as The Lutheran Church—Missouri Synod, Inc.
lt shall also be authorized to take, on behalf of the Synod,
any actions not expressly or by reasonable implication
delegated to other officers, corporations, councils,
boards, or commissions of the Synod. The Board of Di-
rectors shall have the right to call up for review, criti-
cism, or suggestion any policy of boards or commissions
of the Synod operated under this corporate entity.

b. The Board of Directors shall allocate available
funds to the various boards, commissions, and depart-
ments operating under this corporation and shall hold
them accountable for use of such funds, mo

c. The Board of Directors shall receive periodic re-
ports on the operations of the various boards, commis-
sions, and departments operating under this
corporation.

3.192 Powers and Duties with Respect to the
Property of the Synod

(Presently Bylaw 3.188.)

The Board of Directors, except as otherwise provided
in these Bylaws, shall have such authority and respon-
sibility with respect to the property of the Synod as is
generally vested in and imposed upon the board of di-
rectors of a corporation. The Board of Directors (1) shall,
however, delegate to District boards of directors the au-
thority to buy, sell, and encumber real and personal
property in the ordinary course of performing the func-
tions which the District carries on for the Synod, con-
sistent, however, with gencral policies (which shall be
applicable to all Districts) established from time to time
by the Synod in convention, and (2) may delegate to any
agency engaged in furthering the objectives of the Synod
powers and duties with respect to property for which
such agency has direct supervisory responsibility. (Such
delegation of powers and duties shal} be in writing and
shall be subject to change et-any-time by the Board of
Directora as provided in the document(s) by which such
delegation was made.) For the purposes of this section
3368-3,192,

a. “Synod” includes every agency engaged in fur-
thering the objectives of the Synod; :

b. “agency engaged in furthering the objectives of the
Synod” is any instrumentality other than a congrega-
tion, whether or not separately incorporated, which the
Synod or one of its agencies has caused to be formed to
further the Synod’s objectives, and includes without lim-
itation each board, commission, seminary, college, and
District, and i ishi ; i

souri-Synod-Foundation each synodwide corporate or
406al entity, as defined in Bylaw 3.181; and
¢. “property of the Synod” includes all property, rea!

.or personal, tangible or intangible, and wherever situ-

ated (whether in the United States or elsewhere), and
regardless of whether titlo to such property is held in
the name of the Synod or its nominee or one of its agen-
cies, provided, however, such shal! not include any as-
seta of Concordia Publishing House, Concordia
Historical Institute, or the Lutheran Church Extension
Fund—Missouri Synod, and provided further that prop-
erty held by an agency in a fiduciary capacity (including,
for the purposes of example, the pension, retirement,
and welfare funds administered by the Board of Man-
agers, and certain funds held by The Lutheran
Church—Missouri Synod Foundation) shall not be con-
sidered or treated as the property of the Synod.

9.193 Capital-Fund Borrowing Authority
(Presently Bylaw 3.187 d.)

1. The Board of Directors shall be empowered to au-
thorize the synodica! Treagurer to borrow capital funds
after the board has determined the amounts and the
conditions under which these capital funds shall be bor-
rowed, for capital-fund outlay, for site acquisition, and
for construction projects which are authorized by syn-
odical conventions.

2. The Board of Directors and the responsible officers
of the Synod are empowered to do all things necessary
to effect such capital fund borrowings if and when re-
quired, including the pledging of real and other property
belonging to the Synod in order to secure loans to obtain
the necessary funds.

3. The borrowed capital funds shalt not be used for
any operating expenditures and shall be subject to pro-
vision for amortization.

2. Concordia Publishing House
(Move from 3.611 and following.)

3.194 The Corporation

a. Concordia Publishing House shall be maintained
and controlled by the Synod as a corporate entity or-
fanized under the laws of the State of Missouri and shall

operated by a board of directors elected by the con-