# LCMS Convention Proceedings_St. Louis Missouri_2007_S155
# Machine transcription, uncorrected — CHI Digital Archive (demonstration)

PLANNING AND ADMINISTRATION
Disclosure of Conflicts of Interest
1.5.2

Every board or commission member, officer, and all
staff of corporate Synod and every agency of the Synod
shall avoid conflicts of interest as described in this
bylaw.
(a) Every agency shall implement the synodwide conflict-of-interest policy, and that policy shall be applicable to them and all staff operating under them.
This policy shall include the following provisions:
(1) Every board or commission member shall disclose to the chairman of the agency and all staff
shall disclose to the chief executive or executive
director of the agency any potential conflicts of
interest. Each chairman or chief executive or executive director shall disclose personal potential
conflicts of interest to the appropriate board or
commission.
(2) Such disclosures shall include board membership on, a substantial interest in, or employment of the individual or a relative by any organization doing business with corporate Synod or
any of the agencies of the Synod.
(3) Every board or commission member, officer, and
all staff of corporate Synod and every agency of
the Synod who receives honoraria or payments
for any sales or services rendered to corporate
Synod or any of the agencies of the Synod shall
disclose such information.
(4) All such disclosures shall be reported to the respective board or commission to determine by a
vote of its remaining impartial members whether
an inappropriate interest exists, and such vote
shall be recorded in its official minutes. In the
case of officers, all such disclosures shall be reported to the President of the Synod to determine
whether an inappropriate interest exists.
(b) Responsibilities shall be carried out in a manner reflecting the highest degree of integrity and honesty
consistent with the Scriptures, the Lutheran Confessions, the Constitution, Bylaws, and resolutions
of the Synod, the policies of corporate Synod and
the agencies of the Synod, and civil laws.
(1) Activities shall not be entered into which may
be detrimental to the interests of the Synod.
Any inappropriate activity shall cease or the position will be vacated.
(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.

155

Removal of Individual Members from Board or Commission Membership
[Note: A new Bylaw 1.5.3 is being submitted under Resolution
7-08]
Organization
1.5.4

Every agency of the Synod shall meet at least quarterly unless otherwise stipulated in the Bylaws. Exceptions require the approval at least annually of the
President of the Synod.

1.5.4.1 At the initial meeting after election or appointment, all
program boards, commissions, and governing boards
shall organize themselves as to chair, vice-chair, secretary, and other committees and positions as necessary or mandated by these Bylaws and shall conduct
business in accordance with accepted parliamentary
rules.
1.5.4.2 All program boards, commissions, and governing
boards may make use of executive committees to act in
times of emergency between plenary meetings and to
act on delegated assignments.
(a) Executive committees may not perform acts specifically required by statute or by legislation or the
Constitution, Bylaws, and resolutions of the Synod
to be performed by the agency, nor may they overturn actions of the agency.
(b) All executive committee actions shall be reported to
plenary sessions of the agency.
1.5.4.3 All program boards, commissions, and governing
boards may also delegate a specific assignment for a
limited time to a committee composed of its own members.
1.5.4.4 All program boards, commissions, and governing
boards may appoint standing committees of specialists
to provide professional or technical assistance to the
board or commission and may delegate certain responsibilities to such committees while retaining supervision. Standing committees may be made up of or include non-board or commission members. The creation
of standing committees shall be reported to the President and the Board of Directors of the Synod.
1.5.4.5 All program boards, commissions, and governing
boards shall maintain and make available upon request and at a reasonable price a verbatim copy of the
minutes of their meetings except for executive sessions.
Full Financial Disclosure
1.5.5

The Synod and each of its agencies shall fully disclose
their financial books and records to any member congregation of the Synod.
(a) Full disclosure includes all information (including,
but not limited to, information required to be made
available under state law) recorded in any fashion,
except the following:
(1) Information that would violate the expected confidentiality of donors.
(2) Personnel files or other information that would violate the expected confidentiality of employees.
(3) Information that relates to in-process negotiations
of financial matters.
(4) Information the disclosure of which would breach
a legal obligation of the Synod or its agencies or
affect pending litigation or claims against the
Synod or its agencies.

2007 Convention Proceedings