LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — January 31, 1996, Page 4

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Each of these entities shall have a board of directors or comparable board (board of trustees, board of
managers, or board of governors).
3.183 Officers of the Boards
Each board of directors or comparable board shall elect its own chairman, vice-chairman, secretary, and
such operating officers of the board as may be necessary. The election of the chief operating or executive
officer shall have the approval of the President of the Synod, in accordance with Bylaw 3.69 e.
3.185 Functions of the Boards
a. Each board of directors or comparable board shall have such powers and duties as have been
accorded it by the Constitution and Bylaws of the Synod, have been established in its respective Articles of
Incorporation and Bylaws, or have been requested by resolutions of the delegate conventions of the Synod.
Within such limitations, each shall operate within the applicable federal and state laws. Each is vested with
the supervision of the business, financial, property, personnel, and legal affairs the Synod has assigned to
that entity and each shall develop policies governing its operations. Each shall have an independent audit
and shall provide for insurance and fidelity bonding using common policies with the other boards of
directors whenever possible. Each shall assist the Synod's Council on Mission and Ministry in developing,
when agreed to be beneficial, common policies applicable to all corporate and legal entities and each shall
operate under such policies.
b. Within the context of the Synod's mission and ministry plan, each board of directors shall establish
and monitor long- and short-range plans and operating and capital budgets to carry out such plans. Each
board of directors shall be accountable to the national convention of the Synod for the discharge of its
duties in compliance with the mission and ministry plan, policies, and directives of the Synod, in
consultation with the Synod's Council on Mission and Ministry to ensure coordination and implementation
of said plan. Each shall also be accountable to the President of the Synod for doctrinal faithfulness.
3.187 Governing Instruments
The Articles of Incorporation and Bylaws (or other appropriate governing instruments) of the synodical
entities listed in this chapter III of the Handbook shall be in conformity with the Synod's Constitution,
Bylaws, and applicable convention resolutions. Such conformity shall be assured through review of those
instruments, and any changes therein, by the Board of Directors of The Lutheran Church-Missouri Synod
and Commission on Constitutional Matters. Negative decisions on the part of these two bodies shall be
appealable to the convention, which shall also retain the right on its own initiative to require amendments to
the governing instruments of these entities. Such governing instruments shall be filed with the Secretary of
the Synod and shall be made available by the entities to every member of the Synod (congregation,
ordained or commissioned minister) upon request.
1. Synodical Board of Directors
3.189 Membership
The synodical Board of Directors is elected by a convention of the Synod. The board shall consist of 13
voting members serving a maximum of two six-year terms: four ordained ministers; one commissioned
minister; and 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-President-Finance Treasurer of the
Synod shall be nonvoting members of the board by virtue of their office. No person (other than one serving