LCMS Convention Workbook St. Louis, Missouri — 2004, Page 264

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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