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LCMS Convention Workbook St. Louis, Missouri — 2026, Page 451

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

STRUCTURE AND ADMINISTRATION
of impropriety, causing confusion in the Synod, or creating potential
liability.

Disclosure of Expectations and 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 carry out
responsibilities and avoid, or properly address, conflicts of interest
as described in this bylaw.
(a) Corporate Synod and Every 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 on an annual
basis and as the need arises 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, when a relevant situation
arises, by a vote of its remaining impartial members whether
an inappropriate interest a conflict exists, and such vote shall
be recorded in its official minutes. In the case of officers of the
Synod regarding non-board, non-commission work, all such
disclosures shall be reported to the President of the Synod to
determine whether an inappropriate interest a conflict exists.
In the case of executive staff, the board of the agency, and in
the case of other staff, relevant officers or executive staff shall
make this determination.
(5) Any conflict so identified shall be managed by the
conflicted member abstaining from any vote or decision
involving the matter. Should the responsible board,
commission, officer, or executive staff determine that
information regarding the matter cannot be shared with the
member without detriment to the Synod, the member shall be
asked to recuse him or herself from discussion of and receipt
of documents concerning the matter; failure to recuse him or
herself may be inconsistent with (b)(1–2) below.
(6) Potential conflicts of interest required to be disclosed
pursuant to this subsection (a) include situations where the
individual or the individual’s relative or business:
(i) stands to gain a financial benefit from an action the
board, commission, agency, or corporate Synod takes or a
transaction into which the board, commission, agency, or
corporate Synod enters; or
(ii) has a relationship or another interest that impairs, or
could be seen to impair, the independence or objectivity of
the individual in discharging his or her fiduciary duty to the
board, commission, agency, or corporate Synod.
(7) Potential conflicts of interest are not solely financial but
may include situations in which the individual or that
individual’s relative:
(i) serves on the board of, participates in the management
of, or is otherwise employed by or volunteers with any third
party that the board, commission, agency, or corporate
Synod deals with or is considering dealing with, or

451

(ii) serves on a board, commission, agency, or corporate
Synod, or a third party, that is competing with, or may be
affected by a decision of, the board, commission, agency,
or corporate Synod.
(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 such
inappropriate activity shall cease or the position will be
vacated may constitute a breach of fiduciary responsibility and
a cause for removal under Bylaw 1.5.7 or 1.5.8.
(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) 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.
(cd) 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.

Commission on Handbook
Ov. 9-03

To Amend Constitution Article XII 15
as to Call of Special District Conventions
Rationale
In its periodic review of various district bylaws, the Commission on
Constitutional Matters (CCM, minutes of April 8–9, 2022) has
noted the following:
• Bylaw 1.5.8.1, introduced by 2016 Res. 12-11, “To Establish
a Procedure Based on Article XI A 2 for Removal from
Office of Officers of the Synod or a District (other than the
Synod or a District President),” provides a procedure for
removal of such officers, to the noted exclusion of the Synod
or district president.
• District bylaws typically contain provisions for a finding of
temporary inability of a district president to serve (generally
modeled on Bylaw 3.3.1.4) and sometimes attempt to
conceive a procedure, in addition to the inapplicable one in
Bylaw 1.5.8.1, to handle the removal of a district president
from office for cause. Such a proposal necessarily treads on
difficult ground, as the limitations on a board of directors’
authority (its dealing, generally, with legal and property
matters, Bylaw 4.5.1, and not extending to supervision of the
district president’s ecclesiastical duties) raise questions
about whether it would be the appropriate body to act, and
on what basis.

2026 Convention Workbook