LCMS Convention Proceedings St. Louis, Missouri — 1998, Page 164

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164

RESOLUTIONS
governing board of each executive shall conduct an annual review and, before the expiration of five (5) years,
conduct a comprehensive review. At the conclusion of
each five (5) year period, the appointment shall terminate unless the governing board takes specific action to
continue the person in the office. The slate of candidates for the initial appointment of the executive officer of a board, commission, or synodwide corporate entity shall be selected by the board or commission in
consultation and mutual concurrence with the President of the Synod.

COMMENT: The proposed five-year term for executive officers will provide both the executive officer and the governing board a better way of reaching a decision concerning
continued service based on performance reviews. This resembles the approach that the Synod has adopted in the instance of its college, university, and seminary presidents
(Bylaw 6.13). In practice, the President approves a slate of
candidates.
_______________________
Omit: Bylaw 3.69 k
COMMENT: Responsibility to the President of the Synod
and the Synod in convention is treated elsewhere. Council
on Mission and Ministry has assumed a new role and the
committee recommends removing it from the Bylaws.
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[Synodical Board of Directors]
3.181 Membership
The Board of Directors of the Synod is the legal representative of the Synod and the custodian of all of the
property of the Synod. It shall be accountable to the
Synod in convention for the discharge of its duties.
a. The Board of Directors shall consist of 15 voting
members, 13 of whom are elected by the Synod in convention, serving a maximum of two six-year terms: four
ordained ministers, one commissioned minister, and
eight laypersons. No more than one of these 13 may be
elected from one District.
b. The President and Secretary shall be voting
members of the Board. The First Vice-President and
Vice-President–Finance—Treasurer of the Synod shall
be non-voting members.
c. The Board shall elect its own chair and vice-chair
and such operating officers as may be necessary. The
board shall name those officers who have authority to
sign official documents on behalf of the Synod.
d. A person salaried by the Synod or an agency of
the Synod (other than one serving by virtue of his office) may not be a voting member of the Board.
e. Members of the Administrative Team shall assist
the Board of Directors in carrying out its responsibilities by completing assignments made to them by the
Board. The Board may also designate a member of the
Administrative Team other than the President or First
Vice-President to function as its staff person to carry
out duties and responsibilities not assigned to other
team members.

COMMENT: The role of the Board of Directors is stated
briefly. See present 3.191 k. At least 13 different Districts
provide voting members of the Board of Directors. The Chief
Financial Officer and Chief Administrative Officer will report to the Board of Directors as part of their responsibilities.
_______________________

3.183 Authority of the Board
a. The Board of Directors shall have the powers and
duties which have been accorded to it by the Articles of
Incorporation, Constitution, Bylaws, and resolutions of
the Synod, and the laws of the State of Missouri.

COMMENT: This puts Board of Directors’ responsibility to
the Synod first in the listing.
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b. The Board of Directors shall provide for the coordination of the policies and directives of the Synod authorized by the Constitution, Bylaws, and resolutions
of the Synod, evaluate plans and policies, and communicate to the appropriate boards and commissions suggestions for improvement.
c. The Board of Directors shall be responsible for
the general management of the business and legal affairs of the Synod and is authorized to take on behalf of
the Synod any action related to such business and legal
affairs which has not been expressly delegated by the
Constitution, Bylaws, and resolutions of the Synod to
other officers or agencies of the Synod, and as to those it
shall have general oversight responsibility.

COMMENT: Focuses the Board of Directors on its assignment of business and legal affairs and gives it authority to
act in this realm while keeping it responsible to the Synod in
convention.
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d. The Board of Directors shall allocate available
funds to the program boards, commissions, councils,
and departments of Corporate Synod and hold them accountable therefore. To the extent of its responsibilities
relative to the general management and supervision of
the business and legal affairs of the Synod:
1. It shall receive such reports as it requests on the
operations and policies of the program boards, commissions, and councils, and
2. It shall have the right to call up for review, criticism, modification, or revocation any action or policy of
a program board, commission, or council, except opinions of the Commission on Constitutional Matters.

COMMENT: Combines elements of current 3.191 d and e.
Within its sphere of business and legal matters the Board of
Directors should be able to do more than criticize or suggest
changes in the policies or actions of program boards, councils, or commissions.
_______________________
Omit: 3.191 f
COMMENT: Board of Directors responsibility to approve
governing documents of synodwide corporate entities and
changes thereto is in Bylaw 3.187 (proposed 3.197 b).
_______________________
Omit: 3.191 g
COMMENT: Assignments to the Board of Directors to appoint are made elsewhere in the Bylaws.
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e. The Board of Directors shall exercise general
oversight over the operations and activities of the synodwide corporate entities and Worker Benefit Plans as
required of it in the Constitution of the Synod and specified in these Bylaws, and shall assure itself that their
accounting, budgeting, and financial policies comply
with generally accepted accounting standards.