LCMS Convention Workbook St. Louis, Missouri — 2013, Page 242

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242

ADMINISTRATION AND FINANCE

6-21

To Amend Bylaw 3.6.5.2.1 re Terms of Office
of LCMS Foundation Board Members
Whereas, The Bylaws of the LCMS Foundation have in the past
permitted trustees elected by its voting members to serve four successive three-year terms of office; and
Whereas, The current Bylaws of the Synod limit the terms of
office of trustees of the LCMS Foundation who are elected by its
members to three successive three-year terms of office; and
Whereas, In order to allow the LCMS Foundation to continue
its past practice of four successive terms of office for trustees elected
by its members, it is necessary to amend the Bylaws of the Synod;
therefore be it
Resolved, That Synod Bylaw 3.6.5.2.1 be amended to add at the
end thereof the following sentence:
The members of the Board of Trustees of the Lutheran Church—
Missouri Synod Foundation appointed by the voting members of the
Lutheran Church—Missouri Synod Foundation shall serve a maximum
of four successive three-year terms.

LCMS Foundation
6-22

To Amend Bylaws re Removal and Filling
of Vacancies of LCMS Foundation Board Members
Whereas, The Bylaws of the Lutheran Church—Missouri Synod
Foundation (LCMS Foundation) and the Synod’s Bylaws indicate that
the LCMS Foundation’s Board of Trustees shall consist of two trustees elected by the Synod in convention and seven trustees elected by
the members of the LCMS Foundation; and
Whereas, The Bylaws of the Synod currently grant the Board of
Directors of the Synod the authority to remove LCMS Foundation
board members for cause and to fill board-member vacancies regardless of whether the member was elected by the Synod in convention
or by the members of the LCMS Foundation; and
Whereas, It is appropriate and proper, due to the separate corporate status of the LCMS Foundation, for the Board of Trustees of the
LCMS Foundation to have the authority to remove board members
elected by the members of the LCMS Foundation and for the members of the LCMS Foundation to fill vacancies for the 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
5. Conviction of a felony
6. Failure to disclose conflicts of interest to the Synod or agency

2013 Convention Workbook

7.
8.
9.
10.

Conduct evidencing a scandalous life
Advocacy of false doctrine (Constitution, Art. II)
Failure to honor and uphold the doctrinal position of the Synod
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.
The Lutheran Church—Missouri Synod Foundation
[Insert new Synod Bylaw 3.6.5.2.2]
Trustees elected by the members of the Lutheran Church—Missouri Synod Foundation may be removed by a two-thirds (2/3) majority
vote of the Board of Trustees of the Lutheran Church—Missouri Synod
Foundation at any time, for cause. Trustees elected by The Lutheran
Church—Missouri Synod in convention may be removed by the Board
of Directors of The Lutheran Church—Missouri Synod in accordance
with the Bylaws of the Synod. A vacancy occurring in the position of
a trustee elected by the members of the Lutheran Church—Missouri
Synod Foundation shall be filled by the Members of the Lutheran
Church—Missouri Synod Foundation at any regular or special meeting,
in accordance with its Bylaws. A vacancy occurring in the position of a
trustee elected by The Lutheran Church—Missouri Synod in convention
shall be filled by the Board of Directors of The Lutheran Church—Missouri Synod, in accordance with the Bylaws of the Synod.
[Renumber current Bylaw 3.6.5.2.2 to 3.6.5.2.3]

LCMS Foundation