To Amend the Bylaws to Clarify and Streamline Responsibilities of Appointed Synod Officers

Official Workbook overture source text

9-09 
To Amend the Bylaws to Clarify and Streamline 
Responsibilities of Appointed Synod Officers 
Rationale 
Under current bylaws, the positions of Chief Administrative Officer 
(CAO) and Chief Financial Officer (CFO) exist to assist the Synod 
Board of Directors (BOD) in carrying out the responsibilities of the 
BOD to the Synod.  These responsibilities includ e managing, on 
behalf of the BOD, left -hand kingdom affairs of the Synod and 
coordination with all other officers and agencies of the Synod. Both 
positions report to the BOD and both positions are appointed by the 
BOD, with the concurrence of the President.  
The current responsibilities of the CAO and CFO are distinct, yet 
complementary. Maintaining the two positions at times creates 
ambiguity and slows coordination with other officers, boards, and 
agencies of the Synod. Consolidating the two positions into a single 
Chief Operating Officer (COO) will improve clarity of authority, 
resource alignment, and coordination across the Synod. It also will 
give the BOD the ability to allocate resources in a fashion that better 
serves left-hand kingdom Synod needs, such a s audit, finance and 
accounting, human resources, legal, risk management, and 
information technology. Organization of these administrative and 
financial functions under one office will allow the board and its 
executive freedom to provide for these activities and their 
leadership with coordination and flexibility. Under the coordination 
provided by the COO, these principal staff members will provide 
sensible points of contact and long-term direction in manageable 
areas of service. 
Combining the CAO and CFO positions into the COO position also 
will simplify the overall administration and structure of the Synod 
office, allowing the elimination of the Operations Team as currently 
prescribed in Bylaw 3.5.2.  Present Operations Team functions 
would either be addressed by several bylaws that provide for 
coordination between the C OO and CMO  or handled by the 
Administrative Team (Bylaw 3.5.1), which includes also the elected 
officers, which will be retained and remain under the leadership of 
the President. 
Therefore, be it  
Resolved, That to effectuate the consolidation of the Chief 
Administrative Officer  position and C hief Financial Officer  
position into the Chief Operating Officer position and to make other 
adjustments accordingly to improve efficiency and coordination 
with the Synod, Bylaws 3.1.6.1, 3.1.9, 3.2.1.1, 3.3.4.6 (d), 3.3.4.9, 
3.4.1, 3.4.1.1– 3.4.1.4, 3.5.1.1, 3.6.4.2.1, and 3.9.4.1 be amended 
and that Bylaws 3.4.2– 3.4.2.3 and 3.5.2 –3.5.2.1 be deleted as 
follows: 
PRESENT/PROPOSED WORDING 
Reports and Overtures 
3.1.6.1  Reports to a convention of the Synod may be submitted 
only by the President, a vice -president, the Secretary, the Chief 
FinancialOperating Officer, the Board of Directors of the Synod, a 
board or commission of the Synod as listed in Bylaws 3.2.2, 3.2.2.1, 
3.2.3, and 3.2.3.1, and other individuals or duly constituted groups 
who may be required or permitted to do so by the Bylaws, by action 
of a prior convention of the Synod, or by the President. 
(a) Reports are statements of work performed or contemplated 
by those who are charged with conducting the business of the 
Synod between conventions, communications to a convention 
with respect to studies that may have been made for the Synod in 
order to further its work, or other types of communications to the 
Synod. 
(b) 
A report shall not include an overture unless the report is 
submitted by someone authorized to submit overtures.  
… 
Convention Order 
3.1.9 The President shall be responsible for the overall 
organization and operations of the conventions of the Synod. 
(a) The Chief Administrative Operating Officer or the Chief 
AdministrativeOperating Officer’s designee shall serve as the 
convention manager. He shall be responsible to the President for 
making arrangements for and directing the externals of the 
convention and other major assemblies of the Synod and may 
assist with planning and arranging for district conventions. 
… 
(e) All travel and convention expenses of the Synod’s 
Praesidium, Secretary, Chief AdministrativeOperating Officer, 
Chief Financial Officer,  Chief Mission Officer, Board of 
Directors, district presidents, Commission on Constitutional 
Matters, Commission on Handbook, Commission on Theology 
and Church Relations, and legal counsel are included in the 
operating cost of the convention and as such are included in the 
district levy. 
… 
Officers Appointed by the President and Board of Directors 
3.2.1.1 The appointed officers  of the Synod shall be the Chief 
FinancialOperating Officer and the Chief Administrative Officer , 
appointed by the Board of Directors of the Synod, and the Chief 
Mission Officer, appointed by the President of the Synod. 
… 
Board of Directors 
… 
3.3.4.6 The Board of Directors shall exercise general oversight 
over the operations and activities of the synodwide corporate 
entities, the Concordia Plans, and Concordia Plan Services as 
required of it in the Constitution of the Synod and specified in these 
Bylaws. 
(a) It shall assure itself that their accounting, budgeting, and 
financial policies comply with generally accepted accounting 
standards. 
(b) It shall assure itself that audits are performed by internal 
auditors or independent certified public accountants. 
(c) It shall be furnished with copies of these and any interim 
financial reports it requests. 
(d) The board shall have the right to designate a representative  
(by default, the Chief Financial Officer) to attend, as a nonvoting 
member, all meetings  of the boards of The Lutheran Church —
Missouri Synod Foundation, The Lutheran Church Extension 
Fund—Missouri Synod , Concordia Publishing House, Concordia 
University System, and the Board of Trustees—Concordia Plans 
(Board of Directors —Concordia Plan Services) ,. These non -
voting members are entitled to attend all meetings of the board, 
including executive sessions , and have the same rights and 
privileges of other board members, except the right to vote. The 
board’s representative shall serve on the investment committee of 
2026 Convention Workbook
468 STRUCTURE AND ADMINISTRATION