LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — January 20-21, 2003, Page 9

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Opinion: There is no clear definition of “conflict of interest” in the Constitution, Bylaws, and resolutions
of the Synod. In addition to Bylaw 3.75 (repeated in Bylaw 4.109), the Bylaws also make specific
reference to conflict of interest in Bylaw 3.71, which requires disclosure of conflicts of interest with
regard to financial matters and participation in activities that may be detrimental or at odds with the
activities of the Synod or in situations in which information obtained through relationship with the Synod
could be used in a way that is detrimental to the interests of the Synod. The Bylaws also variously address
conflict of interest issues throughout, as in Bylaws 3.69 g, 3.981, 8.17, et al.
There have been numerous prior decisions by the Commission on Constitutional Matters that pertain to
conflict of interest issues, most of which have addressed financial conflicts of interest. Apart from those,
the Commission has also addressed questions regarding actual or potential conflicts of interest as a result
of holding multiple offices or positions, e.g., whether a District executive secretary could hold elected or
appointed membership on synodical boards and commissions (Ag. 400, June, 1966), whether a member
of a District Board of Appeals could also serve on a District ad hoc committee (Ag. 286, October, 1971),
whether a conflict of interest existed in an appointment of an advisory member of a District board of
directors to another position (Ag. 433B, August, 1973), and whether a seminary president could also hold
membership on the Board for Admissions’ Services (Ag. 1668, September, 1985).
In one prior opinion, interpreting then-Bylaws 8.05 and 8.07 (Ag. 1873, December 1989), the
Commission was asked to determine whether a synodical president could delegate his responsibilities
under then-Bylaw 8.05 a to one or more Vice-Presidents of the Synod based upon real or perceived
conflicts of interest. The Commission ruled as follows:
Regarding the issue of responsibility you have inquired, “May the synodical president
delegate his responsibilities under Bylaw 8.05, a to one or more synodical vicepresidents, particularly in cases where he feels that there may be a real or perceived
conflict of interest or that such a delegate of responsibility would enhance the
achievement of reconciliation, or where the president is rightly or wrongly alleged by one
of the parties to have an involvement in the case under adjudication?” The Commission’s
response is, “No, he may not.” The Handbook makes it clear that “the President shall
have the right to authorize the Vice-Presidents to perform the duties of his office and
shall hold them responsible for their performance. Accountability, however, shall always
remain with the President,” Bylaw 3.101, m. The Commission respectfully points out that
the President may appoint a small committee to seek to effect reconciliation. This
committee may or may not consist of vice-presidents of the Synod.
Question 2:

If the answer to Question 1 above is “yes,” what other definition of “conflict of interest”
exists?

Opinion: See the opinion to Question 1.
Question 3:

If the answer to Question 1 is “no,” do the Constitution and Bylaws of the Synod allow for
any other reason by which the Vice-Presidents of the Synod could recuse the President of
the Synod from investigation of charges against a District President under Bylaw 2.27 g?

Opinion: Bylaw 2.27 g makes reference to Bylaw 2.27 a 1, which allows for disqualification of the
President due to one of three grounds: (1) he is a party to the matter in dispute; (2) he has a conflict of
interest; or (3) he is unable to act. Therefore the President can be disqualified from investigating charges
against a District President for one of these three reasons. The Constitution and Bylaws provide no other
reasons for disqualification.

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