LCMS Convention Workbook St. Louis, Missouri — 2007, Page 233

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7, PLANNING AND ADMINISTRATION

7-01

To Revise Bylaw Section 1.5, Add Definitions
to Handbook, and Provide Board
Member Removal Process

Rationale

After the 2004 convention, the CCM was requested to give
an opinion regarding the term “agency” in Bylaw 1.5.9, specifi-
cally, whether every agency of the Synod is required to follow
the human resources policies of the Synod. Prior to the 2004 re-
vision of the Handbook, the term “agency” was not used in the
comparable bylaw but was substituted for the phrase “every
board, commission, and synodwide corporate entity” (2001
Handbook Bylaw 3.69 (e]). With the introduction of the broader
term “agency” into Bylaw 1.5.9, the application of the bylaw ap-
peared to have been expanded to include all agencies as defined
in Bylaw 1.2.1 (a), i.e., not only boards, commissions, and syn-
odwide corporate entities, but also districts, colleges, and semi-
naries, which had never before been required to follow the
human resource policies of the national office of the Synod. In
its Opinion 05-2426, the CCM referred the use of the term
“agency” in Bylaw 1.5.9 to the Commission on Structure (COS).

The CCM also brought a related question to the attention of
the COS upon reviewing proposed changes to the Bylaws of the
LCMS Foundation regarding the addition of members to the
Foundation’s Board of Trustees. The CCM, noting that recent
proposals to conventions of the Synod to add a section in the
Handbook for the removal of board and commission members
had not been acted upon, requested that the COS develop and
propose such a process for inclusion in the Bylaws of the Synod.

As the COS began its work on these two issues, 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 execu-
tive officer,” “executive director,” “chief administrator,” and
others). The COS herewith also addresses this issue by propos-
ing definitions for the terms “officer,” “executive director,” and
“chief executive” to be included in the definitions of terms pro-
vided by Bylaw 1.2.1 in the Handbook.

To provide a means for removal of board and commission
members and 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 com-
mission concluded that it would be helpful to rearrange the ma-
teria] 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.

The issue of removal from board or commission membership
is covered in proposed Bylaw paragraph 1.5.3, which includes
cause and a process for removal. Paragraph 1.5.3.1 makes clear
that those whose removal from office is covered under Consti-
tution Article XI A 2 are not to be included.

Therefore be it

Resolved, That Bylaw section 1.2 be amended as follows, the
existing paragraph lettering to be adjusted to provide for the in-
clusion of three new terms:

PRESENF/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 other than a program board or com-
mission...
..(h) Executive Director: The top staff administrator of a
progr ‘am _board or commission of omen Synod
..-(1) icer: Th itions identi nstituti
A or Art. XII 3 unles: lifi mi ‘fier.

and be it further

233

Resolved, That Bylaw section 1.5 be revised as follows, and that

it also include new provisions for the removal of board and com-
mission members as follows:

PRESENT/PROPOSED WORDING [2004 BYLAW REFER-
ENCES IN BRACKETS]

1.5 Regulations for Corporate Synod
and Agencies of the Synod

General

1.5.1 Board and commission mMembers of all agencies shail 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 , 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 # a district, or between the

Synod and a district, shall hold more than one elective of-
fice; 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]

(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 ap-

pointment. {1.5.5 (a)]

(b) Doubtful cases shall be decided by the President of the

Synod. [1.5.5 (b)]

1,5. L3 Members-of Every boarde-and or + commissione-end member,
officers, and all exeeutve staff of the corporate Synod and
ite-agenetes ev: ncy of shall be sensitive in
their activities to taking or giving ‘offense, giving the ap-
pearance of impropriety, causing confusion in the Synod, or

creating potential liability. {1.5.6 (a)]

Disclosure of Conflicts of Interest

15.2 Every board; or commission member, officer, and all staff
srember of the corporate Synod and every agency of the
Synod shall avoid conflicts of interest as described in this
bylaw. [7.5.12]

(a) Beeh-geverning-beard Every agency shall maintei-end-men-
Heme implement the synodwide conflict-of-interest policy,
whtol and that policy s shall be applicable to them and all the
bee ee e peutive staff operating

This policy shall include

o

under them,
the following provisions: [/.5. 12, 1]

(1) Baek Every board or commission member shall disclose
to the chairman of the agency and eae all staff pesser shall dis-
close to the chief executive or executive effteer director of the
agency any potential conflicts of interest. Each chairman or
chief executive or executive effeer director shall disclose per-
sonal potential conflicts of interest to the geverming appropriate
boards or commission. {/.5./2.] (a)]

(2) Such disclosures shall include board membership on, a
substantial interest in, or employment of the individual or a rel-
ative by any organization doing business with the corporate
Synod or any of #8 the agencies of the Synod. [1.5.12.1 (a) (1)]

(3) Beard-members-or-stafipersens Every board or com-
mission 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 #e
any of the agencies of the Synod shall disclose such informa-
tion. [1.5.12.1 (a) (2)]
(4) All such disclosures shall be reported to the respective
board or commission or, in the case of officers, to the President
of the Synod to i##-designated-representativete)-whe-shall de-
termine whether an inappropriate interest exists. {/.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 Hendbook

Constitution, Bylaws, and resolutions of the Synod, beard the