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LCMS Convention Workbook St. Louis, Missouri — 2026, Page 450

Scan: The Lutheran Church—Missouri Synod
Transcription machine transcription, uncorrected

450

STRUCTURE AND ADMINISTRATION

and (iii) require the submission of any related policies, upon
adoption or subsequent amendment, to the Commission on
Constitutional Matters for review.
(d) The plenary shall retain supervision of any responsibilities
delegated to committees, receiving and regularly reviewing their
minutes, except for such executive sessions of committees as
have been authorized by the plenary.
(e) Each standing committee shall report to each regular plenary
session.
(f) Any action of a committee taken upon authority delegated by
the plenary (including emergency actions of an executive
committee) shall be reported to the members of the plenary within
two weeks or at the next regular meeting, whichever is sooner.
1.5.3.4
Except as otherwise provided by these bylaws, a
committee of a mission board, commission, or governing board shall
be constituted as follows:
(a) A standing or executive committee shall comprise members
appointed by ballot election of the plenary or as ex officio.
(b) An ad hoc committee may be comprised of members
appointed by ballot of the plenary, by nomination by the plenary
members or chair, or by appointment by the chair, as designated
by the plenary.
(c) Unless otherwise specified in bylaws or plenary policies,
service in a committee appointment is at the pleasure of the
plenary. Any potential committee member conflicts of interest
shall be disclosed to the plenary, under Bylaw 1.5.2.
(d) The plenary may appoint as members of a committee, other
than its executive committee, individuals who are not members
of the plenary, provided that: (i) that they provide necessary
professional or technical expertise; (ii) such appointment is
reported to the President and Board of Directors of the Synod;
and (iii) such appointees do not vote on any action taken by the
committee with authority delegated by the plenary, except where
the committee acts upon specific instructions of the plenary.
(e) Committees may form subcommittees of their own members
or others, including others only as specifically authorized in their
constituting bylaws, policies, or resolution, as applicable, and
subject to the same requirements stated in (d).

and be it further
Resolved, That Bylaw 4.7.6 be added as follows:
PRESENT/PROPOSED WORDING
4.7 District Nominations, Elections, and Appointments
4.7.6
A district convention may, by bylaw or resolution, create
standing or ad hoc committees responsible to the district. These shall
act on specific assignments or within authority delegated and shall
conduct business in accordance with accepted parliamentary rules.
Unless these are committees of the board of directors of the district,
the provisions of Bylaws 1.5.3.2–4 do not apply to them.

Commission on Handbook
Ov. 9-02

To Amend Bylaws 1.5.1.2–1.5.2 to Clarify Service
Expectations and Handling of Conflicts of Interest
Rationale
Bylaw section 1.5 provides regulations applicable to all agencies of
the Synod, including provisions dealing with ethical standards,
conflicts of interest, and removal from office. These date, at least in
their modern form, to a Commission on Structure project that
culminated in 2007 Res. 7-07A, “To Revise Bylaw Section 1.5 and
to Add Definitions to Handbook,” itself an outgrowth of the 2004
revision of the Handbook’s revision of agency-related language.
2026 Convention Workbook

The original statement of the conflict-of-interest policy dates to
1995 (Res. 4-05A, “To Replace Present Bylaws on Conflict of
Interest”). (Bylaw 1.5.1.3 is part of the former “general regulations”
and not properly part of the conflict-of-interest policy, but relevant
to it.)
The Secretary noted to the Commission on Handbook three aspects
of the present language requiring attention: (1) While potential
conflicts should be identified to the extent possible in advance, the
determination of whether there is an “inappropriate interest” being
acted upon (Bylaw 1.5.2 [a][4]) depends on a situation arising in the
work of the potentially conflicted individual (or the board or
commission of which the individual is a part) to which the potential
conflict is material. It is at that time the conflict would need to be
processed by the board, but this timeline aspect is not evident in the
present language, leading to confusion in practice. (2) The
connection between the determination of Bylaw 1.5.2 (a)(4) that “an
inappropriate interest exists” and the practical impact of such
determination is unclear. The only apparent consequences are 1.5.2
(b)(3)’s remote and less-than-general “no one shall vote…,” lessthan-general because it deals only with the possibility of “direct or
indirect financial gain.” It seems obvious that the member having
an “inappropriate interest” would be expected to recuse himself
with regard to certain matters (or perhaps, if the conflict is
sufficiently general, resign), but this is not so plain. (3) Adding to
the unclarity is that it is not so apparent how Bylaws 1.5.1.3 and
1.5.2 (b) and (b)(1–2) relate to the standards for removal from office
for board or commission members, in Bylaw 1.5.7, or for officers,
Bylaw 1.5.8, unless they fall generally under “breach of fiduciary
responsibility.”
The commission has proposed a revision which pulls Bylaw 1.5.1.3
into Bylaw 1.5.2, clarifying the relation of this standard to the rest
of the provision, addressing the above issues, and further addressing
the scope of the provision to clarify that conflicts are not strictly
limited to matters of personal financial gain, but can involve other
situations where an officer or board or commission member might
have or appear to have competing loyalties.
Therefore be it
Resolved, That Bylaws 1.5.1.2–1.5.2 be amended as follows:
PRESENT/PROPOSED WORDING
1.5 Regulations for Corporate Synod and Agencies of the
Synod
General

…
1.5.1.2
No one, either in the Synod or a district, or between the
Synod and a district, shall hold more than one elective office; or hold
more than two offices, although one or both be appointive; or ever
hold two offices of which one is directly responsible for the work
done by the other. A member of the Board of Directors of Synod
may not hold any other elective or appointive office, except as
otherwise provided by these Bylaws.
(a) An office shall be regarded as elective only if it is an office
filled through election by a national or a district convention, even
though a vacancy in such an office may be filled by appointment.
(b) Doubtful cases shall be decided by the President of the
Synod.
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