LCMS Convention Workbook St. Louis, Missouri — 2007, Page 189

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4. PROGRAM AND FINANCE

4-01

To Revise Bylaw Sections re Name Change
to Concordia Plans and Concordia Plan Services

Wuereas, On June 21, 2005, a separate corporation, Concordia
Plan Services, was created to administer the various benefit trusts
of The Lutheran Church—Missouri Synod. In addition, the new
Concordia Retirement Savings Plan was also created, both neces-
Sitating an update of the Bylaws of the Synod to reflect these
changes; and

WHEREAS, The name “Board of Trustees” better reflects the
responsibilities of the board relative to the various trusts it admin-
isters, suggesting that “Board of Managers” be changed to “Board
of Trustees”; and

WHEREAS, The Board of Directors—Concordia Plan Services
and the Board of Managers—Worker Benefit Plans approved the
recommended changes in their September 2006 meeting; and

WHEREAS, These recommended changes require amendments to
the Bylaws of the Synod as well as the plan documents of the var-
ious Concordia Plans and the Pension Plan for Pastors and Teach-
ers; and

WHEREAS, The LCMS Board of Directors, at its November 2006
meeting adopted a resolution supporting the Board of Directors of
Concordia Plan Services’ and the Board of Managers of Worker
Benefit Plans’ request to amend the bylaws noted below; and

WHEREAS, The LCMS Board of Directors referred the matter to
the Commission on Structure for review and implementation; there-
fore be it

Resolved, The Synod in convention amend the Bylaws of The
Lutheran Church—Missouri Synod to make the following changes:

PRESENT/PROPOSED WORDING

1.2.1 The following definitions apply to the entire Bylaws of The
Lutheran Church—Missouri Synod:

(a) Agency: An instrumentality other than a congregation, whether
or not separately incorporated, which the Synod in convention or its
Board of Directors has caused or authorized to be formed to further the
Synod’s objectives.

(1) Agencies include each board, commission, council, seminary,
university, college, district, Werker-BenefitPiens Concordia Plan Ser-
vices, and each synodwide corporate entity.

(2) The term “agency of the Synod” does not describe or imply the
existence of principal and agency arrangements as defined under civil
law,

(c) Corporate Synod: The Lutheran Church—Missouri Synod, the
Missouri nonprofit corporation, including the departments operating
under the supervision of the Board of Directors of the Synod and the
program boards and commissions of the Synod.

(1) “Corporate Synod” is not an agency of the Synod.
(2) Concordia Plan Services is a controlled entity of the Lutheran

(23) Werker-Benefit-Plens The Concordia Plans, while operating
under the supervision of the Synod Board of Directors, #¢-@ are trust
agencies egerey whose assets are not the property of corporate Synod.

(m) Property of the Synod: All assets, real or personal, tangible or
intangible, whether situated in the United States or elsewhere, titled or
held in the name of the Synod, its nominee, or an agency of the Synod.
“Property of the Synod” does not include any assets held by the
Lutheran Church Extension Fund—Missouri Synod or by an agency of
the Synod in a fiduciary capacity Gnctuding. f for ‘burpores of example,
the funds edministered y Werker
Benefit-Plans Concordia Plan Services and certain funds held by The
Lutheran Church—Missouri Synod Foundation).

1.4.1 The delegate convention of the Synod is the legislative as-
sembly that ultimately legislates policy, program, and financial direction
to carry on the Synod’s work on behalf of and in support of the member
congregations. It reserves to itself the right to give direction to all offi-
cers and agencies of the Synod. Consequently, all officers and agencies,
unless otherwise specified in the Bylaws, shall be accountable to the
Synod for all their actions, and any concerns regarding the decisions of
such officers or agencies may be brought to the attention of the Synod
in convention for appropriate action. This provision does not apply to

189

specific member appeals to erker-BernefitPlens the Concordia Plans,
which has its own appeal process for such cases.

3.2.2.1 The boards of the Synod elected or appointed as otherwise
prescribed in these Bylaws shall be:

1. Board for Pastoral Education

2. Board for University Education (Board of Directors of Concordia
University System)

3. Board for Black Ministry Services
4. Board for Communication Services
5. Board for Human Care Ministries

6. Board of Directors of the Lutheran Church Extension Fund—
Missouri Synod (Board for Church Extension)

7. Board of Manegers T. ncordia Pla

B i rs for Concordia Plan Services

Iso serv

8. Board of Trustees for The Lutheran Church—Missouri Synod
Foundation

9. A board of regents for each college, university, or high school of
the Synod

10. Board of Governors of Concordia Historical Institute

3.3.1.3 The President shall have powers and duties that are both ec-
clesiastical and administrative.

(a) He shall report in person or through a vice-president or other of-
ficer of the Synod to all district conventions and to that end formulate
the report that is to be made.

(b) He shall make provisions for new district presidents and mem-
bers of boards and commissions of the Synod to be acquainted with
their duties and responsibilities.

(c) He shall personally or by way of a representative have the option
to attend all meetings of the Synod’s program boards, the boards of all
synodwide corporate entities, the Concordia Plans, and Werker-Benefit
Plans Concordia Plan Services, including executive sessions.

3.3.4 The Vice-President-Finance—Treasurer shall be a layperson,
shall not be an officer or staff member of a synodwide corporate entity,
shall perform all customary duties of a corporate chief financial officer,
and shall serve as a nonvoting member of the Board of Directors.

3.3.4.1 The Vice-President-Finance—Treasurer shall administer the
financial affairs of the Synod, excluding the synodwide corporate enti-

ties, the districts, the Concordia Plans, and Werker-Benefit-Riens Con-

(a) He shall carry out the duties of the office in accordance with the
rules and regulations adopted by the Synod and as directed by the Board
of Directors of the Synod.

(b) He shall receive and disburse the moneys of corporate Synod
and keep accurate account of them under the instruction of the Board of
Directors of the Synod.

(c) He shall act as the depositary for all funds in the hands of cor-
porale svt Synod’s boards (excluding the Concordia Plans and
eftt-Plans Concordia Plan Services), commissions, officers, and em-

ployees who by virtue of their office act as custodians or trustees of
such funds.

(d) He shall keep informed about financial affairs of the synodwide
corporate entities.
(e) He shall serve as a nonvoting member of the governing boards of

the Concordia University System, The Lutheran Church—Missouri
Synod Foundation, the Lutheran Church Extension Fund essoun

Synod, Concordia Plans cordia Pl.

vices, and Concordia Publishing House, and on the investment com.
mittee of id Wierker-Benefit-Biens Concordia Plan
Services.

(f) He shall keep on file a correct list of all devises and bequests that
directly or indirectly have been given to corporate Synod. Legacies and
bequests made to other agencies of the Synod shall be reported annually
to the Vice-President-Finance—Treasurer as part of the audit process.

3.3.5.6 The Board of Directors shall exercise general oversight over
the operations and activities of the synodwide corporate entities and
Worker Benefit Plans

the Concordia Plans and Concordia Plan Services

as required of it in the Constitution of the Synod and specified in these
Bylaws.

(a) It shall assure itself that their accounting, budgeting, and finan-
cial policies comply with generally accepted accounting standards.

(b) It shall assure itself that audits are performed by internal auditors
or independent certified public accountants for the Synod’s