LCMS Convention Proceedings St. Louis, Missouri — 2007, Page 152

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152

RESOLUTIONS

324), the CCM referred the use of the term “agency” in
Bylaw 1.5.9 to the Commission on Structure (COS).
As the COS began its work, it quickly became apparent
that terminology in the Bylaws and especially Bylaw section 1.5 was not used clearly and consistently (terms such
as “officer,” “executive,” “chief executive,” “chief executive
officer,” “executive director,” “chief administrator,” and others). The COS addressed this issue by proposing definitions
for the terms “officer,” “executive director,” and “chief executive” to be included in the definitions of terms provided by
Bylaw 1.2.1 in the Handbook.
To provide clarification of Bylaw 1.5.9 regarding the
human resources policies of the Synod, it was necessary for
the COS to consider Bylaw section 1.5 in its entirety. The
commission concluded that it would be helpful to rearrange
the material in the section to make clear when the regulations of the bylaw section are applicable to corporate Synod
and when they are applicable to the Synod in the broader
sense.
In order to deal with these issues; therefore be it
Resolved, That Bylaw section 1.2 be amended as follows,
the existing paragraph lettering to be adjusted to provide
for the inclusion of three new terms:
PRESENT/PROPOSED WORDING
1.2 Definition of Terms
1.2.1

The following definitions apply to the entire Bylaws of
The Lutheran Church—Missouri Synod:
…(b) Chief Executive: The top staff administrator of
an agency of the Synod, who may be referred to
as President, other than a program board or commission.
…(h) Executive Director: The top staff administrator
of a program board or commission of corporate
Synod.
…(l) Officer: Those positions identified in Constitution Art. X A or Art. XII 3 or Bylaw section 3.4 unless qualified by a modifier.

and be it further
Resolved, That Bylaw section 1.5 be revised as follows:
PRESENT/PROPOSED WORDING [2004 BYLAW
REFERENCES IN BRACKETS]
1.5 Regulations for Corporate Synod and Agencies of
the Synod
General
1.5.1

Board and commission mMembers of all agencies shall
be members of member congregations of the Synod.
[1.5.1]

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. [1.5.4]
1.5.1.2 No one, either in the Synod or in 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. [1.5.5]

2007 Convention Proceedings

(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. [1.5.5 (a)]
(b) Doubtful cases shall be decided by the President of
the Synod. [1.5.5 (b)]
1.5.1.3 Members of Every boards and or commissions and
member, officers, and all executive staff of the corporate Synod and its agencies 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.
[1.5.6 (a)]
Disclosure of Conflicts of Interest
1.5.2

Every board, or commission member, officer, and all
staff member of the corporate Synod and every agency
of the Synod shall avoid conflicts of interest as described in this bylaw. [1.5.12]
(a) Each governing board Every agency shall maintain
and monitor a implement the synodwide conflict-ofinterest policy, which and that policy shall be applicable to them and all the boards, commissions,
officers, and executive staff operating under them.
respective agency. Each This policy shall include
the following provisions: [1.5.12.1]
(1) Each Every board or commission member shall
disclose to the chairman of the agency and each
all staff person shall disclose to the chief executive or executive officer director of the agency
any potential conflicts of interest. Each chairman or chief executive or executive officer director shall disclose personal potential conflicts of
interest to the governing appropriate board or
commission. [1.5.12.1 (a)]
(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 the corporate Synod or
any of its the agencies of the Synod. [1.5.12.1 (a)
(1)]
(3) Board members or staff persons 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 the corporate
Synod or its any of the agencies of the Synod
shall disclose such information. [1.5.12.1 (a) (2)]
(4) All such disclosures shall be reported to the respective board or commission or its designated
representative(s), who shall 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. [1.5.12.1 (a) (3)]
(b) Responsibilities shall be conducted carried out in a
manner reflecting the highest degree of integrity
and honesty consistent with the Scriptures, the
Lutheran Confessions, the Handbook Constitution,
Bylaws, and resolutions of the Synod, board the
policies of corporate Synod and the agencies of the
Synod, and civil laws. [1.5.12.1 (b)]