# LCMS Convention Workbook_St. Louis Missouri_2007_S236 # Machine transcription, uncorrected — CHI Digital Archive (demonstration) 236 PLANNING AND ADMINISTRATION (c) Individuals, prior to accepting elected, appointed, or staff po- sitions, 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 from Board or Commission Membership 1.5.3 Members of boards and commissions of the Synod shall dis- charge the duties of their offices in good faith and with the _ Care an ordinarily prudent person in a like position would ex- ercise under similar circumstances. The causes for which a board or commission member may be removed are (1) inca- pacity for the performance of duty; (2) breach of the duty of loyalty owed to the board or commission; (3) insubordination; (4) neglect or refusal to perform duties of office; (5) conduct unbecoming a Christian; (6) advocacy of false doctrine (Con- stitution, Art. ID; (7) conflicts of interest; or (8) failure to honor and uphold the doctrinal position of the Synod as de- fined further in Bylaw 1.6.2 (a) and (b). (a) Action for removal shal] require: written notice to each board member at least 30 days prior to a special meeting called for that purpose. A copy of such notice shall be sent to the President and the Secretary of the Synod as well as the ecclesiastical supervi- sor, if applicable. (b) The special meeting shall be held no later than 60 days after the provision of the written notification. {c) Removal shall be effected by a two-thirds vote of the mem- bers of the board or commission on which the member serves. (d) Removal may be appealed through the use of the Synod dis- pute resolution process as provided in Bylaw section 1.10. (e) From the time that written notice is given, the member(s) subject to removal may not vote on matters before the board or commission prior to final disposition of the matter. 1.5.3.1 Removal of the President, Vice-Presidents in line of succes- sion, Secretary, and Vice-President-Finance—Treasurer from office is not included under Bylaw 1.5.3 but is covered under Article XI A 2 of the Constitution. Organization 1.5.4 Every agency of the Synod shall meet at least quarterly unless otherwise stipulated in the Bylaws. Exceptions require the ap- proval at least annually of the President-of the Synod. 1.5.4.1 At the initial meeting after election or appointment, all pro- gram boards, commissions, and governing boards shall or- ganize 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 dele- gated assignments. (a) Executive committees may not perform acts specifically re- quired by 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 commis- sion and may delegate certain responsibilities to such com- mittees while retaining supervision. Standing committees may be made up of or include non-board or commission members. The creation of standing committees shall be re- ported 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 at a reason- able 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 confiden- tiality 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 fi- nancial matters. (4) Information the disclosure of which would breach a legal obligation of the Synod or its agencies or affect pending litiga- tion or claims against the Synod or its agencies. (5) Information that is preliminary in nature or otherwise has not been finalized in its form and content. (b) Salaries of elected officers of the Synod, as identified in Constitution Art. X A, shall be published annually in an official periodical. (c) The accounting department of the Synod shall publish annu- ally in an official periodical an invitation to request full, audited financial statements and summary operating budgets of the Synod or its agencies. (d) The Synod and its agencies shall share, upon request, the quarterly financial statements as reported to the respective gov- erning boards. (e) All information produced for normal publication or distribu- tion shall be provided free of charge. (f) Requests for detailed financial information or the inspection of financial records shall be made in writing to the respective corporate boards by a member congregation and shall state the records desired and the time period to be covered. (1) All responses to requests for information involving re- search or compilation shall be billed to the member on the basis of actual costs. (2) Any inspection of financial records shall be done by (a) member(s) of the congregation or its stated authorized agent at a mutually agreeable time and place. (3) The board may decline to provide the information re- quested if the board can demonstrate by clear and convincing evidence that the member congregation’s request is with the spe- cific 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. (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. Agency Operations 1.5.6 Every agency of corporate Synod and every synodwide cor- porate entity shall operate under the human resources policies of the Synod as provided by the Board of Directors of the Synod. Such policies may recognize the unique character of the operations of each. 1.5.6.1 Every agency of corporate Synod and every synodwide cor- porate entity may create chief executive or executive direc- tor positions, pursuant to Bylaw 1.2.1, and fill them in ac- cordance with the Bylaws and policies of the Synod. (a) The chief executive or executive director shall serve at the pleasure of the board or commission. (1) The slate of candidates for the initial appointment of the chief executive or executive director shall be selected by the board or commission in consultation with and with the mutual concurrence of the President of the Synod. (2) In the event of a vacancy, the appropriate board or com- mission 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.