LCMS Convention Workbook St. Louis, Missouri — 2013, Page 241

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ADMINISTRATION AND FINANCE
Resolved, That the Synod in convention amend Bylaw 3.7.1.3
as follows:
PRESENT/PROPOSED WORDING
3.7.1.3 The bBoard of dDirectors-of.—Concordia Plan Services and
the bBoard of tTrustees-of—Concordia Plans shall consist of 1315 voting members appointed by the Board of Directors of the Synod and the
Chief Financial Officer of the Synod as a nonvoting member. Voting
members shall be appointed to three-year terms, which shall not exceed four terms in a successive period. The 1315 voting members shall
include:
l. Two parish pastors
2. One teacher
3. TenTwelve laypersons, at least fourfive of whom shall be experienced in the design of employee benefit plans, at least fourfive of whom
shall be experienced in the management of benefit plan investments, and
at least one of whom shall have significant financial/audit experience.

Board of Directors
Concordia Plans
6-20

To Amend Bylaws re Removal and Filling
of Vacancies of LCEF Board Members
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 threequarters 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:

241

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
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, tThe 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 law, these Bylaws, and the governing
documents of the affected entity to be followed to permit the removal of
such commission, agency board, or LCMS Board of Directors member.

[Insert new Synod Bylaw 3.6.4.3.1]
3.6.4.3.1 Directors elected by the members of the Lutheran Church
Extension Fund—Missouri Synod may be removed by a two-thirds
(2/3) majority vote of the Board of Directors of the Lutheran Church
Extension Fund—Missouri Synod at any time, for cause. A vacancy occurring in the position of a director elected by the members of the Lutheran Church Extension Fund—Missouri Synod shall be filled by the
members of the Lutheran Church Extension Fund—Missouri Synod at
any regular or special meeting, in accordance with its bylaws.

[Renumber current bylaw 3.6.4.3.1 to 3.6.4.3.2]
Lutheran Church Extension Fund

2013 Convention Workbook