LCMS Convention Proceedings St. Louis, Missouri — 1998, Page 167

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STRUCTURE
pealed to the Synod in convention, which retains the
right on its own initiative to require amendments to
such governing instruments.

COMMENT: Rewrites a portion of present Bylaw for clarity.
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c. A copy of the current governing instruments of
each synodwide corporate entity shall be filed with the
Secretary of the Synod and shall be made available by
the synodwide corporate entity upon request to any
member of the Synod.

COMMENT: Change in wording.
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d. Each synodwide corporate entity shall provide
the following in its governing instruments:
1. Upon dissolution of a synodwide corporate entity,
its remaining assets shall be transferred to the Synod.
Any amendment of this provision shall require the affirmative vote of the Synod in convention.
2. Every member of the governing board shall be a
member of a congregation that is a member of the
Synod.
3. That it is a component part of the Synod, is subject to the Constitution, Bylaws, and resolutions of the
Synod, and its governing instruments are subordinate
to the Constitution and Bylaws of the Synod.
4. Any amendments to a provision of its governing
instruments which relate to
a. its objects and purposes,
b. designating its members, or
c. the procedure for amending its governing instruments
shall require a two-thirds affirmative vote of its
members, if any, who are appointed by the Board of Directors of the Synod.
3.199 Formation of a Synodwide Corporate
Entity
Formation of a synodwide corporate entity shall require the approval of the Synod in convention or the
Board of Directors of the Synod. At least six months
prior to such approval an announcement thereof shall
be given in an official publication of the Synod together
with a detailed explanation of the problems or factors
which make the formation of the proposed synodwide
corporate entity advisable or necessary and an invitation for members of the Synod to submit comments
thereon to the Board of Directors of the Synod.

COMMENT: Regularizes process for formation of a synodwide corporate entity.
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2. Concordia Publishing House
3.290 The Corporation
a. Concordia Publishing House shall be maintained
and controlled by the Synod as a corporate entity organized under the laws of the State of Missouri and shall
be operated by a board of directors elected by the Synod
in convention: one ordained minister, one commissioned
minister, and seven laypersons. Board composition
needs to reflect commitment to the mission of the
church. Directors should have training and experience
in diverse disciplines necessary for the operation of a
publishing house, including product development and
business management. The directors shall serve a maximum of two six-year terms. The President of the Synod
or his representative from the clergy roster will serve
as a voting member of the board. The Synod’s Chief Financial Officer will be a nonvoting member.

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COMMENT: President’s representative, if one is appointed,
no longer has to be an officer. CFO is added as non-voting
member.
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4. The Lutheran Church Extension Fund—
Missouri Synod
[The following paragraph is for adoption at the 1998 convention but implementation following the 2001 convention.]
3.490 Incorporation
c. The Board of Directors for the Lutheran Church
Extension Fund—Missouri Synod shall consist of such
number of directors as are specified in the Bylaws of
The Lutheran Church Extension Fund—Missouri
Synod. Three directors shall be elected by the Synod
in convention and shall include one ordained or commissioned minister and two laypersons. The remaining
voting directors shall be elected by the members. All
directors shall have an understanding of the church-extension program and/or demonstrate an expertise in
fields or areas closely related to church-extension activities, such as knowledge of real estate, management,
and financial planning. The Chief Financial Officer of
the Synod shall also be a non-voting member of the
board.

COMMENT: Establishes that a minimum of approximately
one-third of the voting board members are elected by the
Synod in convention. The Chief Financial Officer remains
on the board but no longer serves as Treasurer of the
Lutheran Church Extension Fund—Missouri Synod.
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3.493 Objectives
This corporation is formed to provide financial resources and related services for ministry, witness, and
outreach of The Lutheran Church—Missouri Synod. In
so doing it shall raise funds primarily through the issuance of corporate notes and other debt instruments.
Its assets shall be used exclusively for the following:
a. To provide financing and services for the acquisition of sites, the construction of facilities, the purchase of buildings and equipment, operating expenses;
professional church worker education, the residential
housing needs of professional church workers, and
other purposes approved by its governing board consistent with the ministry and mission of the Synod under
policies approved by the Board of Directors of the Synod;
b. To provide financing for its own operations and
for distribution of operating results to its member Districts, congregations, and corporate Synod, as determined by its governing board.
3.495 Assets and Liabilities
The assets and liabilities of the Lutheran Church
Extension Fund—Missouri Synod are separate and distinct from those of the Synod, and its assets cannot be
used to satisfy the liabilities and obligations of the
Synod.

COMMENT: If assurance can be provided that the funds invested in LCEF cannot be taken over by the Synod, there is
no reason to grant LCEF a blanket exemption from the Bylaws except where it is specifically named.
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