LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — November 18–19, 2016, Page 11

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board, agency, or commission to determine whether or not a conflict of interest is present and the
appropriate manner to proceed if such a conflict of interest is found to exist (by vote of the other impartial
members of that particular board or commission). However, an individual member of the commission
may informally explain an opinion, correct a misunderstanding of an opinion, and provide sound (or
challenge unsound) constitutional interpretations related to a pending resolution without conflict of
interest. (See, e.g., Bylaw 3.9.2.2.2, which requires commission members to provide such guidance at
convention floor committee meetings.)
It is still instructive to rehearse the relevant bylaws concerning conflict of interest, as the commission
carefully considers and applies in this and every such instance:
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-interest policy, and that policy
shall be applicable to them and all staff operating under them. This policy shall include the
following 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 conflicts 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 relative 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 corporate 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 to
determine by a vote of its remaining impartial members whether an inappropriate interest
exists, and such vote shall be recorded in its official minutes. In the case of officers, all
such disclosures shall be reported to the President of the Synod to determine whether an
inappropriate interest exists.
(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 laws.
(1) Activities shall not be entered into which may be detrimental 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 individual 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 individual or outside concern which does or is seeking
to do business with corporate Synod or the agencies of the Synod.
(c) Individuals, prior to accepting elected, appointed, or staff positions, shall initially and
annually thereafter sign statements stating that they have received, understand, and agree to
abide by this bylaw and the Synod’s conflict of interest policy.
[…]

Removal of Individual Members from Board or Commission Membership
1.5.7

Individual members of the Synod’s commissions and the boards of its agencies, as well as the
individual members of its Board of Directors, shall discharge the duties of their offices in good
faith. The following are considered cause for removal pursuant to this bylaw:

CCM Minutes – November 18–19, 2016 – Page 17