LCMS Convention Workbook St. Louis, Missouri — 1998, Sheet 303

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288 , BLUE RIBBON COMMITTEE

number of areas which it believes should be given further consid-
eration and should be modifted.

The Board of Directors is offering recommendations for con-
sideration with rationale provided for each.

Resolved, That the following recommendations be adopted:
A. Position of Chief Financial Officer

Rationale

Ever since its beginning the Treasurer has been an elected offi-
cer of The Lutheran Church—Missouri Synod. There does not ap-
pear to be a compelling reason for changing this procedure. The
Vice-President—Finance/Treasurer/Chief Financial Officer is not
only responsible to the Board of Directors but is also involved with
many other agencies. The Board of Directors is not the owner but
the custodian of the Synod’s property. He/she must therefore have
the full confidence of the entire Synod. This could best be achieved
and maintained by election as an officer of the Synod upon nomi-
nation by the Board of Directors after consultation with the Presi-
dent and with the other boards on which he serves. For business
reasons, including signature purposes, it is also desirable for the
Treasurer to retain Vice-President status, a status granted by the
1992 convention.

Qualification and nomination for the position could be deter-
mined as it presently is. Floor nominations could be limited as they
presently are for other positions where those intending to nominate
are to present the names within a specified period of time so that
they can be properly evaluated by the nominating committee. In
this case, the evaluation would be made by the Board of Directors.

Resolved, That the Vice-President—Finance/Treasurer/Chief
Financial Officer continue to be an elected position by constitu-
tional stipulation; and be it further

Resolved, That evaluation of candidates for nomination be car-
ried out by the Board of Directors of the Synod; and be it further

Resolved, That the nominee or slate of nominees for election as
Vice-President—Finance/Treasurer/Chief Financial Officer be pro-
vided by the Board of Directors; and be it finally

Resolved, That any additional nominees from the floor must
meet the requirements of Bylaw 3.985 a, with the Board of Direc-
tors serving as the Committee for Nominations for this position.

B. Terms of Service of Executives and Staff

Rationale

Appointment of persons to five-year terms establishes legal ex-
posure since such appointment can be subject to interpretation as a
contractual agreement. Annual review is provided at the present
time for all executives and, if desirable, a more thorough five-year
evaluation could be mandated. This would deal with the concerns
expressed by the Blue Ribbon Committee. At the same time, ser-
vice at the pleasure of the board would make it possible to remove
an executive at any time if the evaluative criteria were not met
without opening the board to the legal exposure which could be
possible under terms of a five-year appointment. Service at the
pleasure of the board also allows for changes in staffing that might
be needed to reflect changes in priorities and budgets.

Resolved, That those serving in executive officer/executive di-
rector positions, as well as other positions, continue to serve “at the
pleasure of the board”; and be it further

Resolved, That annual evaluations of persons in such positions
continue under Human Resources policies, which also provide for
thorough and extensive five-year reviews; and be it finally

Resolved, That if the provision of five-year terms is retained,
the addition of the conditions of “lack of funds or elimination of
position” be added to Bylaw 3.69 e, as reasons for termination.

C. Composition of Board Membership

Rationale

It is impossible for the elective process to provide assurance that
persons with the necessary expertise will be chosen to serve on the
boards of corporate entities. Furthermore, in the case of several,
LCEF and the Foundation, it would seem more appropriate that
those who invest their funds with these entities or contribute di-
rectly to them should have the responsibility for determining those
who would direct their activities.

Resolved, That for purposes of securing the necessary expertise
and broader representation, those corporate and program boards
presently appointed continue to be appointed in the same manner as
is the current practice; and be it further

Resolved, That if the proposal of the Blue Ribbon Committee
regarding national convention election of approximately one-third
of board members is adopted, those elected members be limited to
rostered members as provided for in the governing documents of
each corporation.

D. President’s Representative

Rationale

With the proposed elimination of the Council of Administra-
tors, the need for communication within the Administrative Team
is intensified. It is extremely important that information regarding
wiiat is taking place and what is planned in all agencies be avail-
able for sharing with all members of that group. For this reason, it
would seem most appropriate that members of the Administrative
Team be involved with all boards and agencies of the Synod.

Resolved, That in those situations where the President’s repre-
sentative serves on a board of corporate Synod or the governing
board of a synodical corporate agency, normally the President’s
representative be a member from the Administrative Team.

E. Concordia Publishing House Board of Directors

Rationale

The Blue Ribbon Committee has stated that “the Chief Finan-
cial Officer provides linkage with the financial matters of the syn-
odwide corporate entities as a voting member on the governing
boards of The Lutheran Church Extension Fund—Missouri Synod
and The Lutheran Church—Missouri Synod Foundation, and as a
nonvoting member on the board of Concordia Publishing House.”
No rationale is provided for nonvoting status on the board of Con-
cordia Publishing House in contrast to voting status on other cor-
porate boards, including also Concordia University System. Be-
cause of the large financial interests involved in the governance of
Concordia Publishing House, which in 1997 had revenues of
$35,000,000 and net income in excess of $1,594,000, it would be
preferable for the Chief Financial Officer to also have both voice
and vote on that board. Since the Chief Financial Officer serves on
the board of Concordia Publishing House, it might not be neces-
sary for a President's representative to also be assigned to the board
if the CFO, a member of the Administrative Team, can provide the
necessary communication linkage.

Resolved, That the Chief Financial Officer be designated as a
voting member of the Board of Directors of Concordia Publishing
House.

F. Rewrite/Reformat the Synodical Constitution and Bylaws

Rationale

In 1992, the Commission on Structure was eliminated from the
Bylaws for several reasons. First, it was believed that some of the
major concerns had been dealt with by previous convention actions
and that only minor changes in Bylaws would be required in the
future. The decision of the Commission on Constitutional Matters
involving corporate agencies, however, led to the conclusion that