LCMS Convention Workbook St. Louis, Missouri — 1973, Page 342

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CHURCH LITERATURE AND COMMUNICATIONS 339

KFUO-AM and KFUO-FM solely for the benefit
of the stations and the Synod and shall exercise all
the powers that may be exercised or performed
under these Bylaws.

g. Duties of the Board for Lutheran Radio. The
Board for Lutheran Radio shall operate Radio Sta-
tions KFUO-AM and KFUO-FM, develop and pro-
vide for the church creative ideas, information and
programs for radio ministry, and encourage and
assist in the church's educational program for
training in radio ministry. and report to conven-
tions of Synod on all significant matters concerning
Radio Stations KFUO-AM and KFUO-FM and
other responsibilities of the board. It shall also
keep the Board of Directors of the Synod informed
by means of regular board minutes and financial
and administrative reports.

h. Committees of the Board for Lutheran Radio.
The Board for Lutheran Radio may, by resolutions
passed by a majority of the total number of board
members, designate one or more committees. each
such committee to eonsist of two (2) or more of
the members of the board. Such committee or eom-
mittees shall have such powers and duties in the
management of the business and affairs of Radio
Stations KFUO-AM and KFUO-FM as may be de-
termined from time to time by resolution adopted
by the board. The Board for Lutheran Radio shall
have power at any time to fill vacancies in, to
change membership of, or to dissolve any such
committee.

12.15 Board Meetings

a. Regular meetings. Regular meetings shall be
held at such time and place as the Board for Lu-
theran Radio shall by resolution adopt, except that
at least one regular meeting shall be held annually
in the month of February and shall also be known
as the Annual Meeting.

b. Special meetings. Special meetings of the
Board for Lutheran Radio may be called by the
chairman of the board, the General Manager. or
any two members of the board by giving two (2)
days written or verbal notice to each board mem-
ber, to be held at such time and place as specified
in such notice, unless otherwise indicated in the
notice thereof. Any and all business may be trans-
acted at a special meeting.

c. Quorum, A majority of the members of the
board shall constitute a quorum. and the act of a
majority of the members of the board present at
a meeting at which a quorum is present shall be
the act of the Board for Lutheran Radio. In the
absence of a quorum, a majority of the board mem-
bers present may adjourn the meeting from time to
time until a quorum be had. No notice other than
announcement at the meeting need be given of
such adjournment.

12.17 Officers

a. Officers. The officers of the Board for Lu-
theran Radio shall be a chairman of the board, a
vice-chairman of the board, a secretary, and such
other officers as the Board for Lutheran Radio may
from time to time determine to be desirable for
the efficient operation of the board.

b. Election. At the Annual Meeting following
the convention of the Synod, the members of the
board shall elect from among its members a chair-
man of the board, a vice-chairman of the board,
and a secretary.

c. Terms of Office. The terms of office of the
chairman of the board, the vice-chairman of the
board, and the secretary shall commence upon their
election and shall expire upon the election of their
successors at the Annual Meeting of the Board for
Lutheran Radio following the next succeeding con-
vention of the Synod. provided that during such
term such officers or any of them may be replaced

by a majority vote of the total number of board
members.

12.19 Duties of Officers

a. Chairman. The chairman shall preside at
meetings of the Board for Lutheran Radio. In ad-
dition he shall be available to the General Man-
ager for consultation and advice.

b. Vice-Chairman. The vice-chairman shall have
such powers and perform such duties as may be
assigned to him by the Board for Lutheran Radio.
He shall, in the absence or disability of the chair-
man of the board, perform the duties and exercise
the power of the chairman of the board.

c. Secretary. The secretary shall keep a record
of the minutes of all meetings of the Board for Lu-
theran Radio. The minutes shall be promptly en-
tered in a book provided for that purpose and duly
attested by his signature. He shall send copies of
the minutes to each voting board member, the Gen-
eral Manager, the Board of Directors for the Synod,
and to others so designated by the Board for Lu-
theran Radio. The secretary shall also give notice,
as required by these Bylaws, of all meetings. He
shall have custody of all books, records, and papers
of the board except such as shall be in charge of
some other person authorized to have custody and
possession thereof by a resolution of the Board for
Lutheran Radio. In general he shall perform all
the duties incident to the office of secretary, sub-
ject to the control of the Board for Lutheran Radio.

12.21 Employees

a, General Manager. The Board for Lutheran
Radio shall prepare a job description for the execu-
tive position of General Manager, and shall employ
a person for that position in accordance with syn-
odical personnel policies. In the event that no
qualified candidate is available through the regular
synodical procedures, the Board for Lutheran Radio
may then employ a person for that position without
reliance upon a particular personnel procedure or
policy, provided employment of said person shall
have been approved by the President of the Synod.
The General Manager shall hold his position only
during the pleasure of the board, and may be dis-
missed by the board only with the approval of the
President of the Synod.

b. Department Heads. The Board for Lutheran
Radio shall prepare, or ask the General Manager to
prepare. a job description for the position of de-
partment head, and may employ a person for each
such position when needed in the operation of
Radio Stations KFUO-AM and KFUO-FM. De-
partment heads shall hold their position only dur-
ing the pleasure of the Board.

c. Other Employees. The Board for Lutheran
Radio may employ such other employees for Radio
Stations KFUO-AM and KFUO-FM to perform
such duties as the Board for Lutheran Radio may
from time to time determine. The Board for Lu-
theran Radio may delegate to the General Man-
ager the authority to employ such other employees.

d. Compensation. Compensation, terms, author-
ity, and duties of the General Manager, Depart-
ment Heads and all other Employees shall be de-
termined and fixed by the Board for Lutheran Ra-
dio in accordance with synodical policies, except
that the Board for Lutheran Radio may delegate to
the General Manager the authority to determine
and fix compensation, terms, and duties of the em-
ployment of all such department heads and other
employees in accordance with synodical policies.

12.23 Prohibition of Conflict of Interest

Prohibited Conflict of Interest. In addition to
the prohibition against conflict of interest as de-
tailed in Section 2.12 a of these Bylaws, members of
the Board for Lutheran Radio shall not enter into