LCMS Convention Proceedings St. Louis, Missouri — 1971, Page 201

Transcription machine transcription, uncorrected

⤓ Download .txt · copy text

RESOLUTIONS

A. CONCORDIA PUBLISHING HOUSE

11.03 The Board of Directors

a. Membership. The Board of Directors of Con-
cordia Publishing House shall be composed of nine
members: one pastor, one teacher, and seven lay-
men.

The Board of Directors of the Synod shall at least
biennially appoint a representative who shall attend
the meetings of the Board of Directors of Concordia
Publishing House and serve as a liaison between
the two boards.

b. Election and Term. The members of the
Board of Directors shall be elected at the biennial
convention of the Synod for 6-year terms. The
terms of office shall be staggered so that three direc-
tors shall be elected at each biennial convention.
Terms of office of directors elected at a convention
of the Synod shall begin at the annual meeting of
the Board of Directors next following the conven-
tion of Synod.

(See proposal 11.05 a.)

(Present h becomes proposed c.)

c. Resignation of Directors. Any director may
resign at any time. Such resignation shall be made
in writing and shall take effect from the date of its
acceptance.

(Present g becomes proposed d.)

d. Removal of Directors. The Board of Directors,
by and with the consent of the Synod, shall have
power by a majority vote, at a special meeting
called for that purpose, to remove any director from
office, for cause.

(Present c becomes proposed e.)

e. Vacancies. Vacancies occurring in the Board
of Directors between conventions of the Synod by
resignation, death, or otherwise shall be filled for
the unexpired term by the remaining members of
the Board of Directors of Concordia Publishing
House, with the consent of the President of the
Synod.

(See proposed 11.05 and 11.11.)

f. (No change)

(Present e becomes proposed g.)

g. Powers of Board of Directors. The Board of
Directors shall be responsible and accountable to
the Synod in all things and shall have control of the
business and affairs of this corporation solely for its
benefit and shall exercise all the powers that may
be exercised or performed by the corporation under
the Statutes of the State of Missouri, the Articles of
Agreement, and these Bylaws.

(Present 11.17 becomes proposed 11.03 h.)

h. Duties of Board of Directors. The Board of
Directors shall report to conventions of the Synod
on all significant matters concerning Concordia
Publishing House. It shall also keep the Board of
Directors of the Synod informed by means of regu-
lar financial and administrative reports. The Board
of Directors shall require such officers and employ-
ees of the corporation as it shall determine to be
bonded to the corporation at corporation expense
with a financially responsible bonding company,
conditioned for the faithful performance of the du-
ties of their respective offices and such other condi-
tions as may from time to time be required by the
Board of Directors.

(Present 11.11 becomes proposed 11.03 i.)

i. Committees of Board of Directors. The Board
of Directors may, by resolutions passed by a major-
ity of the total number of directors, designate one
or more committees, each such committee to consist
of two (2) or more of the directors of the corpora-
tion. Such committee or committees shall have such
powers and duties in the management of the busi-
ness and affairs of the corporation as may be deter-
mined from time to time by resolution adopted by

201

the Board of Directors. The Board of Directors shall
have power at any time to fill vacancies in, to
change the membership of, or to dissolve any such
committee.

(Present 11.03 d becomes proposed 11.05 a and b.)

11.05 Board Meetings

a. Frequency. Regular meetings of the Board of
Directors shall be held on the third Thursday in
each month at the office of the corporation or at
such other time and place as the Board of Directors
shall by resolution adopt.

The annual meeting of the Board of Directors
shall be the regular meeting in the month of Sep-
tember.

Special meetings of the Board of Directors may
be called by the chairman of the board, the presi-
dent, or any two directors by giving 2 days’ written
or telephonic notice to each director, to be held at
such time and place as specified in such notice,
unless otherwise indicated in the notice thereof.
Any and all business may be transacted at a special
meeting.

(Cf. present 11.03 d.)

b. Quorum. A majority of the directors shall
constitute a quorum, and the act of a Majority of
the directors present at a meeting at which a
quorum is present shall be the act of the Board
of Directors. In the absence of a quorum, a majority
of the directors present may adjourn the meeting
from time to time until a quorum be had. No notice
other than announcement at the meeting need be
given of such adjournment.

(Present 11.09 becomes proposed 11.05 c.)

ce. Waiver of Notice. Whenever, under the provi-
sion of these Bylaws or the laws of the State of
Missouri, the Board of Directors is authorized to
take any action after notice or after lapse of a pre-
scribed period of time, such action may be taken
without notice and without the lapse of any period
of time if such action be authorized and approved
and the requirements waived in writing by each
member entitled to notice. Such authorization or
approval and such waiver shall be filed with the
secretary of the corporation. At any meeting at
which every director shall be present, even without
notice, any business may be transacted.

(Present 11.05 becomes proposed 11.07.)

11.07 Officers

a. Officers. The officers of Concordia Publishing
House shall be the chairman of the board, a vice-
chairman of the board, a president, one or more
vice-presidents, a secretary, an assistant secretary,
a treasurer, and such officers as the board may from
time to time determine to be desirable for the effi-
cient operation of the corporation.

b. Election or Appointment. At the annual meet-
ing of the Board of Directors following a convention
of The Lutheran Church — Missouri Synod, the
Board of Directors shall elect from among its mem-
bers a chairman of the board, a vice-chairman of
the board, and a secretary. The Board of Directors
shall also elect a full-time salaried president, sub-
ject to the approval of the President of the Synod
at the time of the initial election. The Board of
Directors shall appoint one or more vice-presidents.
an assistant secretary, and a treasurer, who shall be
salaried employees of the corporation.

c. Terms of Office. The terms of office of the
chairman of the board, the vice-chairman of the
board, and secretary shall commence upon their
election and shall expire upon the election of their
successors at the annual meeting of the Board of
Directors following the next succeeding convention
of the Synod, provided that during such term such
officers or any of them may be removed from office
by a majority vote of the total number of directors.
The president shall hold office only during the