# LCMS Convention Workbook_St. Louis Missouri_2019_S176
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

176

I. OPINIONS OF COMMISSION ON CONSTITUTIONAL MATTERS
(2) Information acquired in the course
of carrying out duties of the Synod shall
not knowingly be used in any way that
would be detrimental to the welfare of
the Synod.
(3) No one shall vote on any transaction
in which the individual might receive a
direct or indirect financial gain.
(4) The Board of Directors shall establish policy regarding the acceptance of
gifts, entertainment, or favors from any
individual or outside concern which does
or is seeking to do business with corporate Synod or the agencies of the Synod.
(c) Individuals, prior to accepting elected, appointed, or staff positions, shall initially and
annually thereafter sign statements stating that
they have received, understand, and agree to
abide by this bylaw and the Synod’s conflict of
interest policy.
[…]

Removal of Individual Members from Board or
Commission Membership
1.5.7
Individual members of the Synod’s commissions and the boards of its agencies, as well as the
individual members of its Board of Directors, shall
discharge the duties of their offices in good faith. The
following are considered cause for removal pursuant
to this bylaw:
••

Incapacity

••

Breach of fiduciary responsibilities to the Synod or
agency

••

Neglect or refusal to perform duties of office

••

No longer satisfying any of the qualifications for
directors set forth in the articles of incorporation or
bylaws of the entity as in effect at the beginning of
the member’s term

••

Conviction of a felony

••

Failure to disclose conflicts of interest to the Synod
or agency

••

Conduct evidencing a scandalous life

••

Advocacy of false doctrine (Constitution Art. II)

••

Failure to honor and uphold the doctrinal position
of the Synod

••

Accumulation of three unexcused absences within
any term of office

1.5.7.1
Unless otherwise specified in these Bylaws,
the procedure for removal of a member of a commission, agency board, or the LCMS Board of Directors,
except for those persons subject to Bylaw sections
2.15 and 2.16, shall be as follows:
2019 Convention Workbook

(a) Action for removal shall require written notice
to each member of the relevant commission,
agency board, or LCMS Board of Directors at
least 30 days prior to a special meeting of the
commission, agency board, or LCMS Board
of Directors called for that purpose. A copy of
such notice shall be sent to the President and
the Secretary of the Synod and to the ecclesiastical supervisor, if applicable.
(b) The special meeting shall be held no later than
60 days after the provision of the written notice, unless extended by the mutual agreement
of the parties.
(c) Removal shall be effected by
(1) recommendation of such to the Synod’s Board of Directors by a vote in favor
of removal by at least three-fourths of all
current members (excluding the person
whose membership is in question) of the
applicable commission, agency board, or
LCMS Board of Directors; and
(2) by a vote in favor of the recommendation of removal by at least three-fourths
of all current members (excluding the
person whose membership is in question) of the Board of Directors of the
Synod.
(d) Removal may be appealed by a member who
has been removed from a commission, agency
board, or the LCMS Board of Directors
through the use of the Synod’s dispute resolution process as provided in Bylaw section 1.10.
(e) From the time that written notice is given until
the commission, agency board, or the LCMS
Board of Directors takes action with respect
to the removal, the member(s) subject to
removal may not vote on matters before the
commission, agency board, or LCMS Board
of Directors.
1.5.7.2
To the extent that the application of this
bylaw is limited by applicable law with respect to
the removal of members of a commission, agency
board, or the LCMS Board of Directors, the commission, agency board, or LCMS Board of Directors on which the member serves may recommend
the removal and attempt to cause the appropriate
procedures under applicable law, these Bylaws, and
the governing documents of the affected entity to be
followed to permit the removal of such commission,
agency board, or LCMS Board of Directors member.
Adopted November 18–19, 2016

Questions Regarding Candidate Status Bylaws
(16-2795)
The Secretary of the Synod has requested an opinion regarding the impact of 2016 Res. 12-03 on Bylaw 2.11.2.2.
Background: The 2016 Convention directed the following
in Res. 12-03: