LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — May 1−2, 2006, Page 14

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address those circumstances that it did not foresee or for which it made no other
provision. For the same reason, the Commission cannot define in advance the ultimate
boundaries of that power.
The Commission also calls attention to Opinion 06-2462 issued on this date.
145. Review of Board for University Education Standard Operating Procedures Manual for Dispute
Resolution (06-2466)
With a memo dated March 14, 2006, the executive director of the Board for University Education
forwarded for review by the Commission his board’s initial draft of the Standard Operating Procedures
Manual required by Bylaw 3.8.3.8.9 (j). The Commission agreed to complete its review at its next regular
meeting.
146. Conflicts of Interest (06-2467)
A pastor of the Synod in a letter received March 20, 2006, asked a series of questions regarding conflicts
of interest, introducing his questions with the following background information:
Background Part A:
A board of the Synod is managing a legal defense against a lawsuit—making decisions about a
relevant legal strategy and even now is involved with mediation towards a resolution. The
plaintiffs of the lawsuit are members of the Synod, and a few just so happen to be also family
members, relatives, pastors, congregations, acquaintances, and friends of members of that
particular board. Also, members of that board introduced and a few even voted for (Yes) in
supporting a lawsuit against the Synod and months later are now defending the Synod against the
same lawsuit. Possible and numerous potential “conflicts of interest” may be present in this
situation?
Background Part B:
Bylaw 1.5.12 states: “Every board, commission…shall avoid conflicts of interest as described in
this bylaw.” These are then specifically mentioned in Bylaw 1.5.12.1 (a) (1) and (2). In addition,
Bylaw 1.5.12.1 mentions that each governing board “shall maintain and monitor a conflict-ofinterest policy” that includes the provisions that follow, including that of Bylaw 1.5.12.1 (a):
“Each board or commission shall disclose to the chairman…any potential conflicts of interest.
Each chairman…shall disclose personal potential conflicts of interest to the governing board.” Is
it the intent of the Bylaws that just a narrow range of specific “conflicts of interest” are to be
avoided, or is the intent for there to be a much broader range of “any potential conflicts of
interest” to be avoided?
Question 1: Is the intent of the Bylaws that every board, commission, officer, and staff member of the
Synod “avoid conflicts of interest as described in this bylaw” as the only ones mentioned in
Bylaw 1.5.12 [then specifically detailed in Bylaw 1.5.12.1 (a) (1) and (2)], or is the intent that
they should avoid a much broader range of “any potential conflicts of interest” as found in the
phrasing of Bylaw 1.5.12.1 (a)?
Opinion: First, it should be noted that by repeating the factual background asserted by the questioner, the
Commission on Constitutional Matters is not making a judgment as to the correctness or completeness of

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