LCMS Convention Proceedings St. Louis, Missouri — 1965, Page 120

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120 RESOLUTIONS — COMMITTEE 4

of infirmity shall receive an annual stipend determined by
the Board of Directors of the Synod for such length of time
as seems advisable to provide adequately for his sustenance.

2.37 Ranking of Vice-Presidents and Assignment of Duties

Four additional Vice-Presidents shall be ranked from
two to five and are to be selected in the manner prescribed
in these Bylaws; these four Vice-Presidents shall serve the
Synod in a part-time capacity. They shall perform such
duties as are assigned to them by the delegate convention
and/or the President of the Synod.

D. THE SECRETARY OF THE SYNOD
2.39 Duties

a. The Secretary shall perform all customary duties as
corporation secretary and as such shall sign all duly au-
thorized documents of the Synod and have custody of the
corporate seal.

b. The Secretary shall serve as consultant to the local
convention committee.

c. The Secretary shall make available to the local con-
vention committee proper credential forms for each lay
delegate.

d. The Secretary shall publish the names of the members
of the Board for Convention Nominations in the official
synodical periodicals 8 months before each convention of
the Synod.

e. The Secretary shall provide the Committee on Elec-
tions with copies of a manual of prescribed election pro-
cedures.

f. The Secretary shall record the proceedings during
the synodical conventions.

g. The Secretary shall announce daily the time and the
place of committee meetings at conventions.

h. The Secretary shall officially notify every member of
the Synod elected to office of his election.

i. The Secretary shall publish the Proceedings of the
convention and arrange for distribution to the voting and
advisory delegates and to all pastors.

j. The Secretary shall serve as a member of the Board
of Directors of the Synod.

k. The Secretary shall serve as a member and secretary
of the Commission on Constitutional Matters.

1. The Secretary shall perform such other work as the
delegate convention or the President of the Synod may
assign to him.

2.41 Vacancy

In the event of the death, resignation, or permanent in-
capacity of the Secretary of the Synod, the Board of Direc-
tors shall appoint a successor for the unexpired term.

2.46 Vacancy

In the event of the death, resignation, or permanent in-
capacity of the Treasurer of the Synod, the Board of Direc-
tors shall appoint a successor for the unexpired term.

F. THE BOARD OF DIRECTORS OF THE SYNOD
2.71 Membership

The Board of Directors shall be constituted as follows:
the President, the Secretary, and the Treasurer of the Synod
shall be members of the board by virtue of their office.
Three pastors, one teacher, and seven Jaymen shall be elected
according to procedures defined in these Bylaws. No more
than one of the three pastors may be elected from any one
District. No more than one of the seven laymen may be
elected from any one District. No person salaried by the
Synod or by a District or by a corporation organized by
the Synod shall be elected as a member of the board. The
Vice-Presidents of the Synod shall be advisory members
of the board.

2.75 Officers of the Board

The Board of Directors shall elect its own chairman,
vice-chairman, and such other officers of the board as may
be necessary.

2.77 Authority

a. The Board of Directors shall have all the powers and
duties which have been accorded to it by the laws of the
State of Missouri, the Articles of Incorporation of the Synod,
the Constitution and Bylaws of the Synod, and the resolu-
tions of the delegate conventions of the Synod. The Board
of Directors shall be vested with the general management
and supervision of the Synod’s business and legal affairs.

b. The Board of Directors shall provide for the coordi-
nation of the policies and directives of the Synod authorized
by the Constitution, Bylaws, and resolutions, evaluate plans
and policies, and communicate to the appropriate boards
and commissions suggestions for improvement. The Board of
Directors shall discharge duties specifically assigned to it
by resolutions of the Synod.

c. The Board of Directors shall have the right to call up
for review, criticism, or suggestion any policy of a board
or commission of the Synod.

d. The Board of Directors shall be accountable to the
delegate convention of the Synod for the discharge of its

uties,

2.79 Meetings

. The Board of Directors shall meet not fewer than four
times a year. A majority of the board members shall con-
stitute a quorum.

2.81 Duties in Planning

a. The Board of Directors shall require the Council of
Administrators through the Executive Director to submit
long-range and short-range plans of synodical work which
shall include the plans of all divisions and departments of
the Synod together with their operating and capital budgets.

b. The Board of Directors shall review all submitted
plans with regard to scope, function, structure, balance,
coordination, and feasibility and shall determine whether
they are in harmony with resolutions, policies, and direc-
tives of the Synod.

c. The Board of Directors shall receive periodic reports
on the progress of divisions, departments, and officers
through the Executive Director as well as any special report
it may require on the functioning of any division or de-
partment.

d. The Board of Directors shall review plans and policies
which the boards and commissions of the Synod intend to
submit to a delegate convention of the Synod and shall
notify the respective boards and commissions whether it
approves or disapproves such proposed plans and policies.
In the event the Board of Directors and the board or com-
mission of the Synod cannot resolve their differences, the
board or commission may nevertheless submit its plan or
policy to the delegate convention of the Synod, provided
that the Board of Directors shall also be privileged to
report to the convention its views with respect to such plan
or policy.

2.83 Duties with Respect to Synodical Personnel

a. The Board of Directors shall make the following ap-
pointments:

An Executive Director

An Assistant Treasurer

An Auditor

An Executive Secretary of Missions

A Controller

A Research Director

A Statistician

A Transportation Secretary

A Director of Personnel, on recommendation of the
Executive Director with the approval of the Presi-
dent of the Synod

b. The Board of Directors, after consultation with the
Executive Director of the Synod, and with the respective
synodical board or commission, shall establish policies and
conditions of employment of all employees of the Synod and
its various boards and commissions.

c. The Board of Directors shall establish the remunera-
tion of elected synodical officers and of staff personnel who
report directly io it.