LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — January 19-20, 1996, Page 8

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eight laypersons. No more than one of the ordained ministers or laypersons may be elected
from any one District. The President and Secretary of the Synod by virtue of their office shall
also serve as voting members of the board; the First Vice-President and the Vice-presidentFinance-Treasurer of the Synod shall be nonvoting members of the board by virtue of their
office. No person (other than one serving by virtue of his office) salaried by the Synod or by a
District or other corporation organized by the Synod shall be an elective member of the
board. The executive officer of the board shall serve in an advisory capacity, and those
members of the Council of Administrators who are staff persons shall be available for
consultation.
5.

That 1989 Bylaw 3.183 with some refinements as noted be added to the Bylaws as
3.191
3.191 Authority of the Board
a. The synodical Board of Directors shall have all the powers and duties which have been
accorded to it by the laws of the State of Missouri, the Articles of Incorporation of the Synod,
the Constitution and Bylaws of the Synod, and the resolutions of the national conventions of
the Synod. (1989 Bylaw 3.183, a)
b. The synodical Board of Directors shall provide for the coordination of the policies and
directives of the Synod authorized by the Constitution, Bylaws, and resolutions, evaluate
plans and policies, and communicate to the appropriate boards and commissions suggestions
for improvement. It also carries out this responsibility through its membership on the
Council for Mission and Ministry (Bylaw 3.940). The Board of Directors shall discharge
duties specifically assigned to it by resolutions of the Synod. (1989 Bylaw 3.183, b)
c. The synodical Board of Directors shall be vested with the general management and
supervision of the Synod's business and legal affairs and also shall be authorized to take, on
behalf of the Synod, any actions not expressly or by reasonable implication delegated to other
officers, corporations, councils, boards, or commissions of the Synod. (1989 Bylaw 3.183, c)
d. The synodical Board of Directors shall allocate available funds to the various boards,
commissions and departments operating under corporate Synod and shall hold them
accountable for use of such funds. (Refinements of 1989 Bylaw 3.187.b)
e. The synodical Board of Directors of The Lutheran Church-Missouri Synod shall receive
periodic reports on the operations of the various Synod wide corporations, councils, boards,
commissions, and departments and shall have the right to call up for review, criticism, or
suggestion any policy of a corporation, council, board or commission of the Synod. (1st
sentence refinement of 1989 Bylaw 3.185, b, 2nd sentence 1989 Bylaw 3.183, c)
f The synodical Board of Directors shall in accordance with Bylaw 3.185 approve the
Articles of Incorporation and Bylaws of the other Synod wide corporations assuring
themselves in the process that adequate provision is made in such documents for the
protection of property and the general management and supervision of business affairs of
those corporations.
g. The synodical Board of Directors shall appoint the "at-large" members of the other Synod
wide corporate boards as provided for elsewhere in these bylaws.