LCMS Convention Proceedings St. Louis, Missouri — 2013, Page 167

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To Amend Bylaws re Removal and Filling
of Vacancies of LCEF Board Members
RESOLUTION 6-13
Overture 6-20 (CW, p. 241)
Whereas, The Bylaws of the Lutheran Church Extension Fund
(LCEF) and the Synod’s Bylaws indicate that the Board of Directors of LCEF shall consist of three directors elected by the Synod
in convention, with the remaining voting directors elected/chosen
by the members of the LCEF; and
Whereas, The Bylaws of LCEF grant the LCEF Board of Directors the authority to remove for cause LCEF board members elected
by members of LCEF and grant the Board of Directors of the Synod
the authority to remove for cause LCEF board members elected by
the convention; and
Whereas, The Bylaws of LCEF grant LCEF members the
authority to fill vacancies in LCEF board positions elected by the
members of LCEF, and grant the Board of Directors of the Synod
the authority to fill vacancies in LCEF board positions elected by
the Synod in convention; and
Whereas, The Bylaws of the Synod currently require a threefourths affirmative vote of both the Board of Directors of LCEF and
the Board of Directors of the Synod to remove LCEF board members for cause; and
Whereas, The Bylaws of the Synod do not clearly state that
LCEF members have authority to fill vacancies in LCEF board positions elected by LCEF members; and
Whereas, It is appropriate and proper, due to the separate corporate status of the LCEF, for the Board of Directors of LCEF to
have the authority to remove LCEF board members elected by the
members of LCEF and for the members of LCEF to fill vacancies
for the LCEF board positions elected by its members; therefore be it
Resolved, That the Bylaws of The Lutheran Church—Missouri
Synod be amended to read as follows:
PRESENT/PROPOSED WORDING
Removal of Individual Members from Board or Commission
Membership
1.5.7

Individual members of the Synod’s commissions and
the boards of its agencies, as well as the individual
members of its Board of Directors, shall discharge the
duties of their offices in good faith. The following are
considered cause for removal pursuant to this bylaw:
1.	Incapacity
2. Breach of fiduciary responsibilities to the Synod
or agency
3.	Neglect or refusal to perform duties of office
4.	No longer satisfying any of the qualifications for
directors set forth in the articles of incorporation
or bylaws of the entity as in effect at the beginning of the member’s term

R e s olu t i on s

5. Conviction of a felony
6. Failure to disclose conflicts of interest to the
Synod or agency
7. Conduct evidencing a scandalous life
8. Advocacy of false doctrine (Constitution, Art. II)
9. Failure to honor and uphold the doctrinal position of the Synod
10. Accumulation of three unexcused absences
within any term of office
1.5.7.1 Unless otherwise specified in these Bylaws, theThe
procedure for removal of a member of a commission,
agency board, or the LCMS Board of Directors, except
for those persons subject to Bylaws 2.15 and 2.16,
shall be as follows:
(a) Action for removal shall require written notice
to each member of the relevant commission, agency
board, or LCMS Board of Directors at least 30 days
prior to a special meeting of the commission, agency
board, or LCMS Board of Directors called for that
purpose. A copy of such notice shall be sent to the
President and the Secretary of the Synod and to the
ecclesiastical supervisor, if applicable.
(b) The special meeting shall be held no later than 60
days after the provision of the written notice, unless
extended by the mutual agreement of the parties.
(c) Removal shall be effected by
(1) recommendation of such to the Synod’s
Board of Directors by a vote in favor of removal
by at least three-fourths of all current members
(excluding the person whose membership is in
question) of the applicable commission, agency
board, or LCMS Board of Directors; and
(2) by a vote in favor of the recommendation of
removal by at least three-fourths of all current
members (excluding the person whose membership is in question) of the Board of Directors of
the Synod.
(d) Removal may be appealed by a member who has
been removed from a commission, agency board, or the
LCMS Board of Directors through the use of the Synod’s dispute resolution process as provided in Bylaw
section 1.10.
(e) From the time that written notice is given until the
commission, agency board, or the LCMS Board of
Directors takes action with respect to the removal, the
member(s) subject to removal may not vote on matters before the commission, agency board, or LCMS
Board of Directors.
1.5.7.2 To the extent that the application of this bylaw is limited by applicable law with respect to the removal of
members of a commission, agency board, or the LCMS
Board of Directors, the commission, agency board,
or LCMS Board of Directors on which the member
serves may recommend the removal and attempt to
cause the appropriate procedures under applicable
2 0 1 3 C o n v e n t io n P r o c e e d i n g s

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