LCMS Convention Workbook St. Louis, Missouri — 2013, Page 237

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ADMINISTRATION AND FINANCE
concerns to the attention of a higher authority.
(op) Praesidium: The President and the vice-presidents of the Synod.
(pq) 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 (including, for purposes
of example, the funds managed for the Concordia Plans by Concordia Plan Services and certain funds held by the Lutheran Church—
Missouri Synod Foundation).
(qr ) Region: A division of the Synod for the purpose of regional elections.
(rs) Shall: A word of command that must always be given an imperative
or compulsory meaning.
(t) Subcommittee: Persons who are voting or advisory members of a
board or commission who perform a specific function and are in a
reporting relationship to the parent group. Subcommittees may be
standing or ad hoc.
(su) Supervision: For the purpose of these Bylaws (other than those
pertaining to ecclesiastical supervision), to have authority over, to
direct actions, to control activities.
(tv) Synod: Refers collectively to the association of self-governing Lutheran congregations and all its agencies on the national and district
levels. The Synod, as defined herein, is not a civil law entity.
(uw) Synodwide Corporate Entity: A separate corporation established
by the Synod for business and legal reasons. For the purposes of
these Bylaws, the “synodwide corporate entities” of the Synod are
the following corporations:

(1) Concordia Historical Institute
(2) Concordia Publishing House
(3) Lutheran Church Extension Fund—Missouri Synod
(4) Lutheran Church—Missouri Synod Foundation
(5) Concordia University System
The term “synodwide corporate entity” is not used in
these Bylaws to include foreign corporations created by
the Synod in order to undertake foreign missions.
(vx) Task Force: An appointed group that has an ad hoc assignment to
accomplish a specific task and whose duties have a definite expiration date.
(wy) Voting Member: A member congregation of the Synod. (See Art.
V A of the Constitution.)

Commission on Handbook

237

burdensome to these corporations, given the fact that “each governing
instrument” can refer to many documents including policy manuals.
The Commission on Handbook proposes the following amendments
to clarify the expectation of the bylaw.
PRESENT/PROPOSED WORDING
3.6.1.7 Each synodwide corporate entity shall provide the following
in its governing instruments:
(a) Each governing instrument shall include the a provision that every
member of the governing board shall be a member of a congregation
that is a member of the Synod.;
(b) Each governing instrument shall include the a provision 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.;
(c) Each governing instrument shall include the a provision that any
amendment to a provision of its governing instruments which relate
to its objects and purposes, the designating of its members, or 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.; and
(d) Each governing instrument shall include the a provision that upon
dissolution of a synodwide corporate entity, its remaining assets
shall be transferred to the Synod. Any amendment to this provision
shall require the affirmative vote of the Synod in convention.

(B) Required Background Checks for Board
Candidates
(Bylaw 3.12.4.2)
Rationale
The nominations/elections process during the 2010 convention
was complicated by the requirement of background checks for candidates for positions on the Board of Directors of the Lutheran Church
Extension Fund—Missouri Synod. While the nominations process
provided by Synod Bylaws 3.12.3.6ff was followed and background
checks were completed for the candidates for the offices, floor nominations prompted questions regarding how the background check
requirement was to be satisfied in their regard. The Commission on
Handbook proposes the following bylaw changes to the 2013 convention to resolve the matter.
PRESENT/PROPOSED WORDING

6-17

To Address Handbook Issues re Synodwide
Corporate Entities
Background
During the triennium, concerns related to bylaws governing
synodwide corporate entities were brought to the attention of the
Commission on Handbook. This overture identifies those concerns
and advocates bylaw amendment solutions proposed by the commission for adoption by the 2013 LCMS convention.

(A) Synodwide Corporate Entity Governing
Documents
(Bylaw 3.6.1.7)
Rationale
Current Bylaw 3.6.1.7 as currently worded requires synodwide
corporate entities to provide specific provisions in each of their governing documents, a requirement which, taken literally, would be

3.12.4.2 The President shall determine and announce a period of
time during the convention for the election of the members of all elective boards and commissions.
(a) After the election of the President, the First Vice-President, and the
other vice-presidents in that order, the election by ballot of the Secretary shall next be conducted.
(b) The election by ballot of the members of the Board of Directors
shall next follow. Each category (ordained, commissioned, and lay)
shall be elected separately, the order of the elections to be rotated to
allow each category to be the first elected at every third convention,
as monitored by the Secretary of the Synod.
(c) The election by ballot of the members of all elective boards and
commissions shall next follow.
(d) A majority of all votes shall be required for election to all elective
offices and elective board positions. Candidates receiving a majority
on the first ballot shall be declared elected.
(e) Persons elected to positions requiring a background check shall not
assume office until an appropriate background check has been completed. If a person is elected and subsequently fails to pass a required
background check, the position will be deemed vacant and will be
filled according to Bylaw 3.2.5.
(fe) Except in the elections of president and vice-presidents, when a
second or succeeding ballot is required for a majority, the candidate

2013 Convention Workbook