LCMS Convention Proceedings St. Louis, Missouri — 2019, Page 196

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9. STRUCTURE AND ADMINISTRATION
the financial and stewardship aspects of corporate Synod
and Synod-at-large—these roles demanding an increased
proportion of time and effort in periods of demographic
and economic change; and
WHEREAS, Already in 2010 the Synod convention called
for an evaluation of “all assets, taking action to assure that
they are being used effectively to carry out the Synod’s
mission and ministry” (2010 Res. 4-02, Proceedings, 119) and
for the CFO to annually use “widely available means … to
state the financial position of the Synod in a format easily
understood by persons unfamiliar with financial
terminology” (2010 Res. 4-03, Proceedings, 120), and these
tasks continue to demand heightened time and attention;
and
WHEREAS, The synodwide corporate entities today
operate with a much greater degree of operational
independence, reducing the necessity of direct, personal,
and continuous participation of the CFO of the Synod; and
WHEREAS, The oversight (Bylaws 1.2.1 [o] and 3.3.4.4–6;
Constitution Article XI E 2) and coordination (Bylaw
3.3.4.3) roles of the Board of Directors of the Synod, on
behalf of the convention (Bylaw 3.3.4), could, in the board’s
estimation, be better exercised if the CFO’s board
attendance responsibility could be shared with others,
while maintaining regular documentary reporting by the
entities and the board’s authority to make inquiries and
expect response; and
WHEREAS, A suitable model for such an approach may be
identified in the President’s authority to “personally or by
way of a representative have the option to attend all
meetings of all commissions (except the Commission on
Constitutional Matters), the boards of all synodwide
corporate entities, and the Board of Trustees—Concordia
Plans (Board of Directors—Concordia Plan Services),
including executive sessions “(the President or his
representative already serves as a voting member of the
mission boards and serves as a voting member of the Board
of Directors of the Synod and the Board of Directors of
Concordia Publishing House)” (Bylaw 3.3.1.3 [d]); and
WHEREAS, Such an approach could free the CFO from a
significant primary responsibility, allowing more time for
the analytic, strategic, and reporting work that has become
increasingly important for the long-term financial wellbeing of corporate and broader Synod; therefore be it,
Resolved, That Bylaw 3.3.4.6 be amended by the addition
of subparagraph (d) as follows:
PRESENT/PROPOSED WORDING
Board of Directors
3.3.4.6
The Board of Directors shall exercise general
oversight over the operations and activities of the
synodwide corporate entities, the Concordia Plans, and
Concordia Plan Services as required of it in the Constitution
of the Synod and specified in these Bylaws.
…
196 | PROCEEDINGS OF THE 2019 (67TH) LCMS CONVENTION

(d) The board shall have the right to designate a
representative (by default, the Chief Financial Officer) to
attend, as a non-voting member, all meetings of the
boards of The Lutheran Church—Missouri Synod
Foundation, The Lutheran Church Extension Fund,
Concordia Publishing House, and the Board of
Trustees—Concordia Plans (Board of Directors—
Concordia Plan Services), including executive sessions.
The board’s representative shall serve on the investment
committee of the Concordia Plans and Concordia Plan
Services. The board and its representative shall, in
reasonable time, receive notice of such meetings, the
proposed agenda, and minutes thereof.

and be it further
Resolved, That Bylaws 3.4.1.3, 3.6.5.2.1, 3.6.4.3, 3.7.1.3, and
3.6.3.1 be amended as follows:
PRESENT/PROPOSED WORDING
3.4.1.3
The Chief Financial Officer also serves as the
Treasurer of the corporation and shall
…
(e) serve, if the board’s representation is not otherwise
designated, as a nonvoting member of the governing
boards of the Concordia University System, The
Lutheran Church—Missouri Synod Foundation, The
Lutheran Church Extension Fund—Missouri Synod, the
Concordia Plans, Concordia Plan Services, and Concordia
Publishing House, and on the investment committee of
the Concordia Plans and Concordia Plan Services;
…
3.6.5.2.1 The Board of Trustees of the Lutheran Church—
Missouri Synod Foundation shall consist of:
…
5. The Chief Financial Officer of the Synod
representative designated by the Board of Directors of
the Synod as a nonvoting member
…
3.6.4.3
The board of directors for the Lutheran Church
Extension Fund—Missouri Synod shall consist of ...
…
3. The Chief Financial Officer of the Synod
representative designated by the Board of Directors of
the Synod shall also be a nonvoting member of the board.
3.7.1.3
The Board of Trustees of Concordia Plans and the
Board of Directors of Concordia Plan Services shall consist
of 15 voting members appointed by the Board of Directors
of the Synod. The Chief Financial Officer of the Synod
representative designated by the Board of Directors of the
Synod shall be a nonvoting member. …
3.6.3.1
Concordia Publishing House … shall be operated by
a board of directors consisting of:
…
5. The Synod’s Chief Financial Officer representative
designated by the Board of Directors of the Synod, who
will be a nonvoting member

and be it finally

Resolutions