LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — January 29, 1994, Page 4

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Resolved, That we encourage that the procedures outlined in Chapter VIII be adapted and used by
congregations and individuals in resolving controversies which may arise at the local level.
If the procedures have been or can still be adapted, those procedures might be used rather than resorting
to civil court actions. Adaptation of these procedures would include an agreement by all parties to be
bound by a decision which would be reached and to waive civil actions.
70. Conflict of Interest - Bylaw 3.71 (Ag. 1978) : In a telephone inquiry Dr. Fred Spurgat, vice president
for Administration of Concordia University, River Forest, Illinois, had asked the Secretary to secure an
opinion from the Commission on Constitutional Matters regarding the eligibility of an "adjunct professor"
who taught a single course on one or more occasions to serve as a member of the Board of Regents of the
institution where that course is taught. After considering the matter, the Commission concluded that service
in the past, such as that identified, would not disqualify such a person for Board of Regents membership.
Similar or identical service in the future, while a member of the Board of Regents, would, however, involve
a conflict of interest as defined in Bylaw 3.71. Volunteer service, either past or future, would not disqualify
such a person.
The Commission also concluded that any remuneration for service in teaching while serving on the Board
of Regents of the institution where the teaching takes place, no matter what the amount of remuneration,
could be misconstrued, could lend itself to the development of an actual conflict of interest, and should
therefore be avoided.
71. New England District Bylaws Ag. 1977) : The Secretary of the New England District had asked the
Secretary to review proposed changes in District Bylaws prior to their presentation at the district
convention. The bylaws had been reviewed and several suggested changes were offered. These changes will
be incorporated in the proposed bylaw modifications and, following adoption by the New England District
at its convention, a copy of the bylaws will be forwarded to the Secretary's office.
72. Corporate Membership (Ag. 1964, 1965,B) : At a meeting held in October, the Commission on
Constitutional Matters had begun discussion of a request from the Board of Directors for an opinion relating
to a resolution adopted by the synodical convention which limited financial disclosure and Missouri not-forprofit corporate law which also deals with financial closure. The question to be considered was whether this
bylaw negates the requirement that members are to use the Dispute Resolution Process as the "exclusive
and final remedy for those who are in dispute?"
Related to the question posed was the question of who are members of the Synod. This matter is of concern
since the Constitution speaks of pastors and congregations as members while the Articles of Incorporation
do not include individuals but only congregations as corporate members. The Commission had previously
determined that it might be possible for the Commission on Constitutional Matters to determine whether a
proper purpose was involved in requests which were being made for inspection of financial records. The
courts might well allow the Dispute Resolution Process to determine whether a purpose is proper or
improper. Judge Groh had agreed to prepare a response which would be shared with other members of the
Commission prior to its being forwarded to the Board of Directors. It had not yet been possible for him to
prepare that report.
73. Adjournment : At the request of the Chairman, the Secretary led the Commission members in a closing
prayer.
Walter L. Rosin, Secretary