LCMS Convention Workbook St. Louis, Missouri — 2007, Page 235

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PLANNING AND ADMINISTRATION 235

(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. [1.5.13.2 (a—-e)]

Agency Operations
1.5.6 Every agency of #ke corporate Synod and every synodwide

corporate entity shall operate, under the human resources poli-
cies 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. [1.5.9]

15.6.1 Every agency of corporate Synod and ev. nodwii

porate entity may create effteer-eand chief executive or ex-

ecutive director staff positions, pursuant to Bylaw 1.2.1, and

fill them same in accordance with #e the Bylaws and poli-

cies of the Synod. [1.5.9 (a)]

(a) The chief executive or executive director
shall serve at the pleasure of the gevernine board or commis-
sion. [1.5.9 (b)]

(1) The slate of candidates for the initial appointment of the
chief executive or executive director effieer-eFen-egeney shall
be selected by the board or commission in consultation with and
with the mutual concurrence +¥itk of the President of the Synod.
1.5.9]

(2) In the event of a vacancy, the appropriate gevernine
board or commission 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. [1.5.9 (e)) .

(3) The governing board shall conduct an annual review of
eaeh the chief executive or executive director and, before the
expiration of five years, conduct a comprehensive review. [1.5.9
(c)}

(4) At the conclusion of each five-year period, the appoint-

ment shall terminate unless the governing board or commission
takes specific action to continue the person in the office. {1.5.9
(d)}
(b) Any interim appointments of a# chief executive or execu-
tive director effeer shall be-preeessed-in follow a process simi-
lar sRanner to the initial appointment of a chief executive or ex-
ecutive director. [1.5.9 (g)}

(1) Such interim appointees must be approved by the Presi-
dent of the Synod; and may not serve more than 18 months
without the concurrence of the President of the Synod. [1.5.9
(g)]

(2) end Such interim appointees shall be ineligible to serve
on a permanent basis without the concurrence of the President of
the Synod. [1.5.9 (g)]

(c) Bxeeutive-offieers The chief executives and executive direc-
tors shall normally attend all meetings of their agencies except
when their own positions are being considered. {1.5.9 (h)]

15.6.2 Every agency of corporate Synod and every synodwide cor-
porate entity may create effieer- and-exeeutive-staff positions
and fill ¢e-seme-other staff positions in accordance with #s
the human resources policies of the Synod. Othee Such staff
may attend meetings of their agencies upon request of the
agency. [1.5.9 (a) and (h)]

15.6.3 Fhe-governing-beards-ef-a All agencies shall develop pe
regarding their relations between

soy-statemente
boards-and with staffs. (7.5.6)
Agency Conflict Resolution

1.5.7 Dissent to decisions made by the-egenetes an agency shall or-
dinarily be expressed within the structure of the-respeetive that agency.
[1.5.6 (b)]

1.5.7.1 Administrative and programmatic conflicts between agen- -

cies of the corporate Synod, afd between such agencies and the synod-

wide corporate entities, and between synodwide corporate entities shall
be Rendled dealt with by the parties concerned in a Christian manner
with the assistance of the President of the Synod. [1.5.10]

and be it finally

Resolved, That Bylaw section 1.5 as amended and revised read
as follows:

1.5 Regulations for Corporate Synod

‘and Agencies of the Synod

General

1.5.1 Board and commission members of all agencies shall be mem-

bers of member congregations of the Synod.

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.

1.5.1.2 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.
(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.

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

Synod.
1.5.1.3 Every board or commission member, officer, and all staff of

corporate Synod and 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.

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-in-
terest policy, and that policy shall be applicable to them and all
staff operating under them. This policy shall include the follow-
ing 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 con-
flicts 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 rel-
ative 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 cor-
porate 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 or, in the case of officers, to the President
of the Synod to determine whether an inappropriate interest ex-
ists.
(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 law.

(1) Activities shall not be entered into which may be detri-
mental 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 indi-
vidual 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 indi-
vidual or outside concern which does or is seeking to do busi-
ness with corporate Synod or the agencies of the Synod.