LCMS Convention Proceedings St. Louis, Missouri — 2007, Page 174

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174

LATE REPORT

The management authority and duties of the Board of Directors of the Synod shall be limited to the extent such authority
and duties are delegated by the Constitution and Bylaws of
The Lutheran Church—Missouri Synod to other officers and
agencies of the Synod. The management authority and duties
of the Board of Directors and such other officers and agencies
shall be defined in the Constitution and Bylaws, and each of
them shall be responsible to the Synod for the proper and prudent fulfillment of the authority and duties so designated to
them. In case of any conflict or uncertainty in determining the
authority and duties of the Board of Directors and such other
officers and agencies, the opinions of the Commission on Constitutional Matters interpreting the Constitution and Bylaws
of The Lutheran Church—Missouri Synod shall be binding,
unless and until overruled by a synodical convention.

The 7-02A Committee notes that the Articles of Incorporation of a Missouri not-for-profit corporation is a public
document on file with the State of Missouri. It is there for
all the world to see, including members, non-members, and
those who would do business with the corporation—in this
case, the Synod. Thus, the Articles should alert the public
to any deviation from corporate norms.
The 7-02A Committee advocates the addition of a single
statement to the second paragraph of current Article V, the
paragraph thereby acknowledging the applicability of the
not-for-profit corporate laws of the State of Missouri while
alerting the public to the Synod’s deviation from corporate
norms. The Committee therefore proposes that Article V of
the Synod’s Articles of Corporation be amended to read as
follows:
PRESENT/PROPOSED WORDING
Article V Officers
The corporation shall have a board of directors of such number
and qualifications and who shall be elected in such manner
and for such terms of office as shall be set forth in the Constitution or Bylaws of The Lutheran Church—Missouri Synod.
In addition, the corporation shall have officers having such
qualifications and who shall be elected or appointed in such
manner and for such terms of office as provided for in the Constitution or Bylaws of The Lutheran Church—Missouri Synod.
The management authority and duties of the Board of Directors of the Synod shall be limited to the extent such authority
and duties are delegated by the Constitution and Bylaws of
The Lutheran Church—Missouri Synod to other officers and
agencies of the Synod. The management authority and duties
of the Board of Directors and such other officers and agencies
shall be defined in the Constitution and Bylaws, and each of
them shall be responsible to the Synod for the proper and prudent fulfillment of the authority and duties so designated to
them. In case of any conflict or uncertainty in determining the
authority and duties of the Board of Directors and such other
officers and agencies, the opinions of the Commission on Constitutional Matters interpreting the Constitution and Bylaws
of The Lutheran Church—Missouri Synod shall be binding,
unless and until overruled by a synodical convention of the
Synod. In case of any conflict or uncertainty relative to the applicability of the laws of the State of Missouri, such issues
shall be resolved in accord with the provisions in the Constitution and Bylaws of the Synod.

2007 Convention Proceedings

— II —
Re: Bylaw 1.4.4
Resolution 7-21 of the 2004 convention of the Synod proposed an amendment to paragraph 2 of Article XI F of the
Synod’s Constitution. The proposed amendment deleted the
words “in those areas where it has delegated such authority
to an agency of the Synod” in the third sentence following
the word “except” and replaced them with the words “to the
extent management authority and duties have been delegated by the Constitution, Bylaws, or resolutions of the
Synod to other officers and agencies of the Synod.”
In accord with the provisions of the Constitution of the
Synod relative to making amendments thereto, the proposed
amendment was submitted to the voting congregations of the
Synod for ratification. The amendment failed to receive the required two-thirds majority of the votes cast and thus was not
adopted. Article XI F 2 therefore continues to read as follows:
2. The Board of Directors is the legal representative of the
Synod. It is the custodian of all the property of the Synod, directly or by its delegation of such authority to an agency of
the Synod. It shall exercise supervision over all the property
and business affairs of the Synod except in those areas where
it has delegated such authority to an agency of the Synod or
where the voting members of the Synod through the adoption
of bylaws or by other convention action have assigned specific
areas of responsibility to separate corporate or trust entities,
and as to those the Board of Directors shall have general oversight responsibility as set forth in the Bylaws.

The same 2004 convention, however, also adopted Resolution 7-02A, thereby amending Bylaw 1.07 c (now renumbered 1.4.4) by adding language similar to that which had
been proposed for Article XI F 2 of the Constitution: “except to the extent management authority and duties have
been delegated by the Articles of Incorporation, Constitution, Bylaws, or resolutions of a synodical convention to
other officers and agencies of the Synod or to separate corporate or trust entities.”
The Committee recommends retaining the current language of Bylaw 1.4.4 but amending it with the addition of a
final sentence to acknowledge that pertinent laws of the
State of Missouri must also be taken into consideration
when applicable. The bylaw with the proposed amendment
reads as follows:
PRESENT/PROPOSED WORDING
1.4.4 The Board of Directors serves the Synod as its legal representative and as custodian of all property of the Synod,
and upon it is incumbent the general management and
supervision of the business affairs of the Synod, except to
the extent that management authority and duties have
been delegated by the Articles of Incorporation, Constitution, Bylaws, or resolutions of a synodical convention to
other officers and agencies of the Synod or to separate corporate or trust entities. Each other board of directors,
board of regents, and board of trustees also serves the
Synod with respect to the property of the Synod, to the extent of its jurisdiction, as provided or authorized in these
Bylaws. Upon each such board of the Synod is incumbent
the general management and supervision of the business
affairs of the Synod to the extent of its jurisdiction. Any
issues relative to the applicability of the laws of the State
of Missouri shall be resolved in accord with the provisions
in the Constitution and Bylaws of the Synod.