Version History
Current published version
Today's Business, Issue 1. pp. 154-157. Original floor committee resolution.
No later published versions have been added.
Official Resolution Source Text
Resolution: 9-08
Canonical number: 9-08
Committee: Structure and Administration
Source: Today's Business, Issue 1
Printed pages: pp. 154-157
PDF pages: 154-157
Version: original, current-published-proposal
Source reference: Issue 1, pp. 154-157
Line numbers follow Today's Business, Issue 1, with numbering reset on each printed page, so delegates can compare this page with the official PDF.
Page 154
- To Amend Bylaws to Clarify and Streamline Responsibilities of Appointed Synod Officers
- RESOLUTION 9-08
- Overture 9-09 (CW, 468–70)
- 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 include 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 as audit, finance and accounting, human resources, legal, risk management, and
Page 155
- 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 COO
- and Chief Mission Officer 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 CAO position and CFO position into the COO 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, 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
- 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.
- …
- 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 AdministrativeOperating 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.
- …
- (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,
Page 156
- 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 the Concordia
- Plans and Concordia Plan Services. The board and its representative shall, in reasonable time, receive
- notice of such meetings, the proposed agenda, and minutes thereof.
- …
- 3.3.4.9 To carry out the business and legal affairs of the Synod, the Board of Directors may, after consultation with
- the Administrative Team, appoint other officers subject to the approval of the President. The Board of
- Directors may also appointand staff as required.
- …
- Chief FinancialOperating Officer
- 3.4.1 The Chief FinancialOperating Officer shall administer the financial affairs of the Synod, excluding the
- synodwide corporate entities, the districts, the Concordia Plans, and Concordia Plan Services and shall assist
- the Board of Directors of the Synod in carrying out the responsibilities given to it by the Constitution, Bylaws,
- and resolutions of the Synod.
- 3.4.1.1 The Chief FinancialOperating Officer shall be an officer of the Synod and a layperson appointed by the
- Board of Directors of the Synod in consultation with and with the concurrence of the President of the Synod.
- 3.4.1.2 The Chief FinancialOperating Officer shall serve a three-year renewable term of office during which he/she
- shall serve at the direction of the Board of Directors.
- (a) He/she may serve an unlimited number of terms.
- (b) Each reappointment by the Board of Directors shall be after consultation with and with the
- concurrence of the President of the Synod.
- 3.4.1.3 The Chief FinancialOperating Officer also serves as the Treasurer of the corporation and shall
- …
- (h) be authorized to borrow in the name of the Synod, provided its Board of Directors has first
- determined the amounts and conditions under which such moneys shall be borrowed;
- (1) instruments relative to such borrowing shall require two signatures:
- (2) one shall be the Chief FinancialOperating Officer and the other shall be another officer of the
- Synod designated by the Board of Directors of the Synod;
- …
- 3.4.1.4 The Chief FinancialOperating Officer shall work together closely with the Chief Administrative Officer and
- the Chief Mission Officer in carrying out the programmatic, administrative, and financial functions of the
- national Synod.
- …
- 3.5 National Office Teams
- Administrative Team
- 3.5.1.1 The Administrative Team shall consist of the President, the First Vice-President, the Secretary, the Chief
- Financial Officer, the Chief Mission Officer, and the Chief Administrative Officer and shall be under the
- leadership of the President.
- …
- The Lutheran Church Extension Fund—Missouri Synod
- 3.6.4.2.1 One class of members consists of the President of the Synod or his representative, the Chief
- FinancialOperating Officer of the Synod, and such additional members appointed by the Board of Directors
- of The Lutheran Church—Missouri Synod as shall equal one for each ten members of the other class of
- members.
- …
- Commission on Handbook
- 3.9.4.1 The Commission on Handbook shall consist of eight members, five voting and three nonvoting:
- 1. Of the five voting members, three shall be individual members of the Synod and two shall be
- attorneys. Terms of voting members shall be for six years, renewable once.
- 2. The Chief AdministrativeOperating Officer of the Synod, the Secretary of the Synod, and an
- additional member of the Commission on Constitutional Matters shall serve as advisory members.
Page 157
- …
- Chief Administrative Officer
- 3.4.2 The Chief Administrative Officer shall assist the Board of Directors of the Synod in carrying out the
- responsibilities given to it by the Constitution, Bylaws, and resolutions of the Synod.
- 3.4.2.1 The Chief Administrative Officer shall be an officer of the Synod and shall be appointed by the Board of
- Directors of the Synod in consultation and mutual concurrence with the President of the Synod.
- 3.4.2.2 The Chief Administrative Officer shall serve a three-year renewable term of office during which he/she shall
- serve at the direction of the Board of Directors.
- (a) He/she may serve an unlimited number of terms.
- (b) Each reappointment shall be with the mutual concurrence of the President and the Board of Directors
- of the Synod.
- 3.4.2.3 The Chief Administrative Officer shall work together closely with the Chief Financial Officer and the Chief
- Mission Officer in carrying out the programmatic, administrative, and financial functions of the national
- Synod.
- …
- Operations Team
- 3.5.2 The Operations Team shall assist the President and the Board of Directors of the Synod in carrying out their
- respective responsibilities for oversight, supervision, management, and coordination of the operations of the
- national office and according to the triennial emphases adopted by conventions of the Synod.
- 3.5.2.1 The Operations Team shall consist of the Chief Mission Officer, the Chief Administrative Officer, and the
- Chief Financial Officer and shall be convened by the Chief Administrative Officer.
- The Chief Financial Officer and LCMS Accounting and Financial Services staff, in consultation with the Finance
- Committee, estimate no incremental cost, as cost savings from reduction of an officer-level position would be mostly
- offset by investment in additional and higher-grade supporting roles (estimate required by Bylaw 3.1.7 [g]).
