# LCMS Convention Workbook_St. Louis Missouri_2004_S264 # Machine transcription, uncorrected — CHI Digital Archive (demonstration) 264 STRUCTURE, PLANNING, AND ADMINISTRATION 7-36 To Make Interim Appointments Temporary WHEREAS, Synod Bylaws state that the President of the Synod shall “engage in consultation with each program board, commis- sion, and the governing board of each synodwide corporate entity to reach mutual concurrence on a slate of candidates for the posi- tion of executive director or chief executive officer” (Bylaw 3.101 C 4); and WHEREAS, An interim president and CEO for Concordia Pub- lishing House was appointed in October 2001 without consultation with the President of the Synod, began working two days later, and officially assumed the duties of interim CEO on Jan. 2, 2002 (LCMS News No. 91, Nov. 14, 2002); and WHEREAS, The current “interim president” is now in his second year of tenure in that office; therefore be it Resolved, That when a vacancy occurs in the position of execu- tive director or chief executive officer of a program board, com- mission, or governing board of a synodwide corporate entity, the appropriate board shall present its list of candidates to the Presi- dent of the Synod within six months after the vacancy in the exec- utive position occurs; and be it further Resolved, That the Board shall act expeditiously to fill the va- cancy. Missouri District; Trinity, Roselle, IL; Circuit 6, Northern Mlinois District 7-37 To Make Interim Appointments Temporary WHEREAS, Synod Bylaws state that the President of the Synod shall “engage in consultation with each program board, commis- sion, and the governing board of each synodwide corporate entity to reach mutual concurrence on a slate of candidates for the posi- tion of executive director or chief executive officer” (Bylaw 3.101 C 4); therefore be it Resolved, That the Pacific Southwest District memorialize the 2004 convention of The Lutheran Church—Missouri Synod to enact the following: When a vacancy occurs in an executive posi- tion, the appropriate board shall present its list of candidates to the President of the Synod within six months after the vacancy; and be it further Resolved, That the Board shall act expeditiously to fill the va- cancy; and be it finally Resolved, That no interim executive shall hold office for longer than one year unless the President of the Synod grants his approval to an extension of the appointment. Pacific Southwest District 7-38 To Amend Bylaw 3.71 to Include Process to Resolve Conflict of Interest Issues Rationale The American Standard Dictionary defines “conflict of inter- est” as “a conflict between the private interests and the public obligations of a person in an official position.” Bylaw 3.71 ad- dresses the disclosure and handling of such potential conflicts of interest. Additional Bylaws guard against conflicts of interest in specific areas of life in the Synod and/or between positions held within the Synod (e.g., Bylaws 2.27 a 1, 3.69 g, 8.17 a, et al.). The Board of Directors of the Synod, during its Nov. 20-22, 2003, meeting, discussed the conflict-of-interest policy of the Synod and various suggestions for improvements to eliminate po- tential problems or concerns by providing ample opportunity for boards to determine whether a member with a potential conflict of interest should participate in deciding a related issue. The board re- ferred the question to the Commission on Structure. Bylaw 3.71 a already includes a process to be followed when concern for conflict of interest exists. The Commission on Struc- ture therefore recommends the following amendment to the Bylaw to describe more clearly the process to be followed when a poten- tial for conflict of interest exists on the part of a member of a board or commission. Resolved, That Bylaw 3.71 a and b be amended to read as fol- lows: PRESENF/PROPOSED WORDING a. Each board or commission member shall disclose to the chairman of the entity or agency and each staff person shall dis- close to the executive officer of the entity or agency any poten- tial conflicts of interest. Each chairman or executive officer shall disclose personal potential conflicts of interest to the governing board. Such disclosures shall include board membership ona u in, or st n indivi 1- iv rganization doin iness with f its entities or ncies. bb B mbers who ive honoraria or paymen Soe ee re a ee ae deci such information. The board or commission shall determine by vote whether the potential conflict of interest is an inappropriate interest emtete. Commission on Structure 7-39 To Provide Equitable Representation at National Conventions Historical Background Res. 8-10 of the 2001 Synod convention referred the matter of more equitable representation at synodical conventions to the Com- mission on Structure. The reasons given for considering the mat- ter included the “great disparity in the size of congregations, Dis- tricts, and Circuits resulting in a perceived inequality in our present representational structure,” a “concern that commissioned workers and professors cannot be voting delegates at conventions,” and a “concern that some congregations are under-represented because their Circuits do not meet the formula for the selection of voting delegates to conventions as specified in Bylaw 3.03.” The issue of representation at synodical conventions has been present almost from the beginning of the Synod’s history. The 1847 Constitution established the procedure that every congregation was to be represented by a lay and pastoral delegate at synodical con- ventions. Almost from the beginning dissatisfaction was expressed with this arrangement. At the Synod’s founding in 1847, six pas- toral conferences had been established. In 1850 the Eastern Pas- toral Conference requested that it be given permission to be repre- sented by only one pastoral and one lay delegate at synodical conventions. The reason behind the request was travel time and ex- pense. The request was not granted. The concern was partially addressed by the division of the Synod into Districts in 1854. From that point on the Synod as a whole met in convention only every third year. However, even with this arrangement, the continuing growth of the Synod brought back the discussion of representation. The conventions of the general Synod had become so large that it was becoming difficult for host congregations to provide the necessary housing. To solve this it was suggested to the 1864 synodical convention to switch from general to delegate conventions. No action was taken at this time