LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — May 1−2, 2006, Page 17

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determines that there is an actual conflict, the member should not participate as to the issue for which the
conflict exists. All potential conflict disclosures are to be reported to the respective board or commission
under Bylaw 1.5.12.1 (a) (3), which further indicates that it is the entire board or commission that shall
determine whether an inappropriate interest exists and, if the member has not voluntarily recused himself,
that a concern still exists.
Question 4: What is meant by the phrase “whether an inappropriate interest exists” as found in Bylaw
1.5.12.1 (a) (3)?
Opinion: An inappropriate interest exists when there is an actual conflict of interest.
Question 5: If a member feels that he/she has a “conflict of interest,” or if the respective board has
determined that “an inappropriate interest exists,” what action(s) should then be taken?
Opinion: If a member feels that he or she has a conflict of interest or believes that participation in a
particular matter would raise an appearance of impropriety or conflict inconsistent with the Synod’s
expectation that the member reflect the highest degree of integrity and honesty, that member should
volunteer to recuse himself or herself from further consideration of the issues involved in the conflict. If
the board or commission has determined that an inappropriate interest exists, contrary to the position of
the member, the member will not be allowed to participate in the consideration of that issue for which the
conflict exists in any event.
It should be noted that in order to maintain the high degree of integrity and honesty expected of members
of the Synod, including the avoidance of an appearance of impropriety, there are many examples of
individuals declining to participate in consideration of particular matters simply to maintain that integrity
and to assure not only actual propriety but also the appearance of propriety. For example, in the February
1, 1985 minutes of the Commission (Ag. 107), the Secretary of the Synod refrained from voting on all
matters relating to questions involving Concordia Theological Seminary, Fort Wayne because of “a
possible conflict of interest.”
In 1998 Opinion Ag. 2119, the Commission discussed the importance of avoiding potential conflicts of
interest or the appearance of impropriety and steps which could be taken to effect that goal. The reader
may also wish to refer back to the Commission’s more recent Opinion 02-2313.
147. Eastern District Governance Documents (06-2468)
With a March 30, 2006 e-mailed memorandum, the Eastern District Board of Directors forwarded for
review by the Commission the proposed revisions to the district’s regulations. The Commission reviewed
the documents and offered suggestions, to be communicated to the district board orally.
148. Clarification of Bylaw 3.2.5 re Process for Filling Vacancies (06-2469)
Following a challenge to the list of candidates submitted for filling a vacancy on the Board of Directors,
the secretary of the Committee for Convention Nominations submitted on behalf of the committee the
following question regarding the process involved in filling a vacancy on the Synod’s Board of Directors.
Question:

Since the Committee for Convention Nominations is a creation for the triennium, can the
committee consider for its deliberation and submission all nominations for a given position
submitted from throughout the Synod?

Opinion: Vacancies on the Synod’s Board of Directors are to be filled pursuant to Bylaw 3.2.5 (a) and
(b), which read as follows:
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