# LCMS Convention Proceedings_St. Louis Missouri_2007_S154 # Machine transcription, uncorrected — CHI Digital Archive (demonstration) 154 RESOLUTIONS stated authorized agent at a mutually agreeable time and place. more than 18 months without the concurrence of the President of the Synod. [1.5.9 (g)] (3) The board may decline to provide the information requested if the board can demonstrate by clear and convincing evidence that the member’s congregation’s request is with the specific intent to cause harm to the Synod or one of its agencies or with the sole intent of deliberately and significantly disrupting the operations and affairs of the Synod or one of its agencies. (2) , and Such interim appointees shall be ineligible to serve on a permanent basis without the concurrence of the President of the Synod. [1.5.9 (g)] (4) Any declination to provide information or decision to limit inspection shall be explained in writing. (5) Challenges to any board decisions declining to provide information or to limit inspection may be reviewed under the Synod’s dispute resolution process. [1.5.13.2 (a–e)] Agency Operations 1.5.6 Every agency of the corporate Synod and every synodwide corporate entity shall operate under the general human resources policies of the Synod as provided by the Board of Directors of the Synod, in accordance with Bylaw 3.3.5.3. Specific policies under these general policies may be adopted by each synodwide corporate entity in order to accommodate the unique character of its operation. Such policies may, recognize the unique character of the operations of each. [1.5.9] 1.5.6.1 Every agency of corporate Synod and every synodwide corporate entity may create officer and chief executive (who may be designated as an officer of the corporation) or executive director staff positions, pursuant to Bylaw 1.2.1, and fill them same in accordance with its policies the Bylaws of the Synod and the human resources policies adopted pursuant to Bylaw 1.5.6. [1.5.9 (a)] (a) The chief executive or executive director of each agency shall serve at the pleasure of the governing board or commission. [1.5.9 (b)] (1) The slate of candidates for the initial appointment of the chief executive or executive director officer of an agency shall be selected by the board or commission in consultation with and with the mutual concurrence with of the President of the Synod. [1.5.9 (f)] (2) In the event of a vacancy, the appropriate governing board or commission and the President of the Synod shall act expeditiously to fill the vacancy. This board or commission shall present its list of candidates to the President. [1.5.9 (e)] (c) Executive officers The chief executives and executive directors shall normally attend all meetings of their agencies except when their own positions are being considered. [1.5.9 (h)] 1.5.6.2 Every agency of corporate Synod and every synodwide corporate entity may create officer and executive staff positions and fill the same other staff positions in accordance with its the human resources policies adopted pursuant to Bylaw 1.5.6. Other Such staff may attend meetings of their agencies upon request of the agency. [1.5.9 (a) and (h)] 1.5.6.3 The governing boards of all All agencies shall develop policy statements policies regarding their relations between boards and with staffs. [1.5.6] Agency Conflict Resolution 1.5.7 Dissent to decisions made by the agencies an agency shall ordinarily be expressed within the structure of the respective that agency. [1.5.6 (b)] 1.5.7.1 Administrative and programmatic conflicts between agencies of the corporate Synod, and between such agencies and the synodwide corporate entities, and between synodwide corporate entities shall be handled dealt with by the parties concerned in a Christian manner with the assistance of the President of the Synod. [1.5.10] and be it finally Resolved, That Bylaw section 1.5 as amended and revised read in its final form as follows: 1.5 Regulations for Corporate Synod and Agencies of the Synod General 1.5.1 Board and commission members of all agencies shall be members of member congregations of the Synod. 1.5.1.1 Unless otherwise specified or permitted by the Bylaws, chief executives and executive directors, faculty, and all staff on either the national or district level shall not be members of the board of the agency under which they serve, nor shall any such executives or staff be members of the board of any other agency of the Synod. (3) The governing board or commission shall conduct an annual review of each the chief executive or executive director and, before the expiration of five years, conduct a comprehensive review. [1.5.9 (c)] 1.5.1.2 No one, either in the Synod or a district, or between the Synod and a district, shall hold more than one elective office; or hold more than two offices, although one or both be appointive; or ever hold two offices of which one is directly responsible for the work done by the other. (4) At the conclusion of each five-year period, the appointment shall terminate unless the governing board or commission takes specific action to continue the person in the office. [1.5.9 (d)] (a) An office shall be regarded as elective only if it is an office filled through election by a national or a district convention, even though a vacancy in such an office may be filled by appointment. (b) Any interim appointments of an chief executive or executive director officer shall be processed in follow a process similar manner to the initial appointment of a chief executive or executive director. [1.5.9 (g)] (b) Doubtful cases shall be decided by the President of the Synod. (1) Such interim appointees must be approved by the President of the Synod, and may not serve 2007 Convention Proceedings 1.5.1.3 Every board or commission member, officers, and all staff of corporate Synod and every agency of the Synod shall be sensitive in their activities to taking or giving offense, giving the appearance of impropriety, causing confusion in the Synod, or creating potential liability.