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 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 BODtheabilityto allocate resources in afashion that better serves left-hand kingdom Synod needs, such as 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 ofthe 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 CMO or handled by the Administrative Team(Bylaw3.5.1), 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 Chief 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 Financial Operating 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 Administrative Operating Officer’s design ee 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 Administrative Operating 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 Financial Operating 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 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 there of. … 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 and appoint staff as required. … Chief Financial Operating Officer 3.4.1 The Chief Financial Operating 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 Financial Operating 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 Financial Operating 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 Financial Operating Officer also serves as the Treasurer of the corporation and shall (a) carry out the duties of the office in accordance with the rules and regulations adopted by the Synod and as directed by the Board of Directors of the Synod; (b) receive and disburse the moneysofcorporate Synod and keep accurate account of them under the instruction of the Board of Directors of the Synod; (c) act as the deposit ary for all funds at the hands of corporate Synod’s boards (excluding the Concordia Plans and Concordia Plan Services), commissions, officers, and employees who by virtue of their office act as custodians or trustees of such funds; (d) keep informed about financial affairs of the synodwide corporate entities; (e) serve, if the board’s representation is not otherwise designated, as a nonvoting member of the governing boards of The Lutheran Church—Missouri Synod Foundation, The Lutheran Church Extension Fund—Missouri Synod, Concordia Publishing House, Concordia University System, the Board of Trustees—Concordia Plans (Board of Directors—Concordia Plan Services), and on the investment committee of the Concordia Plans and Concordia Plan Services; (f) keep on file a correct list of all devises and bequests that directly or indirectly have been given to corporate Synod. Legacies and bequests made to other agencies of the Synod shall be reported annually to the Chief Financial Operating Officer as part of the audit process; (g) report regularly to the Synod through an official periodical and at every meeting of the Synod in convention on the performance of his/her office; (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 Financial Operating Officer and the other shall be another officer of the Synod designated by the Board of Directors of the Synod; (i) at any time submit to an audit of official books and accounts when so ordered by the Synod or its Board of Directors; and (j) perform such other work as the Synod in convention, the President, or the Board of Directors of the Synod may assign. 3.4.1.4 The Chief Financial Operating 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. 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. … 3.5 National Office Teams Administrative Team 3.5.1 The Administrative 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 as set forth in the Constitution, Bylaws, and resolutions of the Synod and according to the triennial emphases adopted by conventions of the Synod. 3.5.1.1 The Administrative Teamshall consist of the President, the First Vice-President, the Secretary, the Chief Financial Operating Officer, and the Chief Mission Officer, and the Chief Administrative Officer and shall be under the leadership of the President. 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 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 Financial Operating 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 The Commission on Handbook provides for the ongoing maintenance and management of the Handbook, that is, the Constitution, Bylaws, and Articles of Incorporation of the Synod. The commission shall meet as it deems necessary but at least two times per year to carry out its assigned responsibilities. 3.9.4.1 The Commission on Handbook shall consist of eight members, five voting and three nonvoting: of the Synod and two shall be attorneys. Terms of voting members shall be for six years, renewable once. Secretary of the Synod, and an additional member of the Commission on Constitutional Matters shall serve as advisory members.