LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — May 1−2, 2006, Page 16

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While one can attempt to delineate at great length the activities which are not to occur, the spirit and
essence of the bylaw is contained in Bylaw 1.5.12.1 (b) as follows: “Responsibilities shall be conducted
in a manner reflecting the highest degree of integrity and honesty consistent with the Scriptures, the
Lutheran Confessions, the Handbook of the Synod, board policies, and civil laws.”
The bylaw does not prohibit an individual from service based on a potential conflict of interest, but rather
requires that all potential conflicts of interest be disclosed to the chairman, executive officer, or governing
board, as may be appropriate. The advance disclosure is intended to assist the member and the entity of
the Synod in avoiding actual conflicts of interest, and in striving to reflect the integrity and honesty
expected of God’s servants. For example, a prospective member of the Concordia Publishing House
Board of Directors who owns, or whose family owns, a business supplying ink to the publishing house
would want to disclose that relationship as a potential conflict of interest, but would not be precluded
from serving on the Concordia Publishing House board. Should the publishing house board consider a
contract involving supplies that might come from that member’s company, however, that member
certainly would not participate in discussions or vote.
Question 2: What is meant by the phrase “any potential conflicts of interest” as found in Bylaw 1.5.12.1
(a)? Does it mean to include avoiding in discussions and/or deciding resolutions involving
family relationships, relatives, acquaintances, congregational membership, etc.? Does it mean
to include avoiding in participating in the defense of the Synod against a lawsuit when
members of that respective board either introduced and/or supported a resolution to file a
like-minded lawsuit earlier?
Opinion: A potential conflict of interest exists when one may be influenced by factors other than service
to the Synod in the deliberative or decision-making process. While attention is often given to the conflict
created by financial considerations, other factors interfering with independent judgment are also capable
of creating a conflict of interest (see Bylaw 1.5.4). Prior opinions of the Commission on Constitutional
Matters have referenced discussions of conflicts not only involving financial issues, but also those arising
from serving on a board responsible for supervision of one’s employer (becoming both master and
servant) and voluntary recusals based upon an appearance of conflict. The primary focus, again, is to
conduct the Synod’s business in a manner reflecting the highest degree of integrity and honesty. In doing
so, those who serve the Synod are expected to avoid conflicts and improprieties, and even the appearance
of impropriety should be avoided. The likelihood that an actual conflict of interest exists is certainly
magnified by discussions or resolutions involving family relationships, relatives, acquaintances,
congregational membership, and such other relationships as may influence the independent judgment of a
member.
Members of the Board of Directors have a fiduciary responsibility to the Synod and an obligation to
follow the directions of their superior, the Synod itself acting in convention. Without further facts, the last
sub-question is too vague to allow any other appropriate response.
Question 3: After a board or commission member discloses a “conflict of interest” to the chairman of a
board or commission, should he alone make a decision whether a conflict of interest exists or
not? Or, should that chairman report the “conflict of interest” to the respective board and then
the whole board should determine by a vote whether an inappropriate interest exists or not?
Opinion: As discussed above, the existence of a potential conflict of interest must be disclosed to the
chairman. Should either the member or the chairman have concern that the potential conflict is an actual
conflict or raises the appearance of impropriety, that issue should be brought to the attention of the
governing board as a whole. If the member individually, or the board or commission as a whole,
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