1.5 Regulations for Corporate Synod and Agencies of the Synod

1.5 Regulations for Corporate Synod and Agencies of the Synod

General

1.5.1 Board and commission members of all agencies shall be members of

member congregations of the Synod.

1.5.1.1 Unless otherwise specified or permitted by the Bylaws, chief executives and

executive directors, faculty, staff, and all other employees on either the national or district level shall not be members of the board of the agency under which they serve, nor shall any such executives or staff be members of the board of any other agency of the Synod. For purposes of this bylaw only, staff shall mean:

(a) Employees, other than faculty, rostered as ministers of religion — ordained or ministers of religion — commissioned, whether or not serving in such capacity; or

(b) Employees of c orporate Synod or an agency of Synod, other than faculty, who are responsible for the development and/or implementation of policies, goals, and programs; or

(c) Employees of corporate Synod or an agency of the Synod who assist chief executives, executive directors and faculty in their work and are supervised by these individuals directly or through a line of supervision.

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) 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 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 directo r 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 officer s, 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 t he 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.

Organization

1.5.3 Every agency of the Synod shall meet at least quarterly unless otherwise

stipulated in the Bylaws. Exceptions require the approval at least annually of the President of the Synod. All agencies shall announce their upcoming

meetings. Unless otherwise specified in the Bylaws, each agency is free to select a manner of meeting, consistent with Board of Directors policy, that best enhances its ability to accomplish its mission, taking into consideration fostering the open exchang e of ideas, availability of technology to all members, stewardship of resources, perception of fairness, controversial nature of agenda items, and whether secret ballots might be used.

1.5.3.1 At the initial meeting after election or appointment, all mission boards,

commissions, and governing boards shall organize themselves as to chair, vice-chair, secretary, and other committees and positions as necessary or mandated by these Bylaws and shall conduct business in accordance with accepted parliamentary rules.

1.5.3.2 All mission boards, commissions, and governing boards may make use of

executive committees to act in times of emergency between plenary meetings, to act on delegated assignments , and to act as specified elsewhere in these Bylaws.

(a) Executive committees may not perform acts specifically required by statute or by legislation or the Constitution, Bylaws, and resolutions of the Synod to be performed by the agency, nor may they overturn actions of the agency.

(b) All executive committee actions shall be reported to plenary sessions of the agency.

1.5.3.3 All mission boards, commissions, and governing boards may also delegate

a specific assignment for a limited time to a committee composed of its own members.

1.5.3.4 All mission boards, commissions, and governing boards may appoint

standing committees of specialists to provide professional or technical assistance to the board or commission and may delegate certain responsibilities to such committees while retaining supervision. Standing committees may be made up of or include non- board or commission members. The creation of standing committees shall be reported to the President and the Board of Directors of the Synod.

1.5.3.5 All agencies of the Synod shall develop policies and procedures for making

available official minutes of their meetings. All mission boards and commissions shall develop policies and procedures to make available upon request and at a reasonable price a verbatim copy of the official minutes of their meetings except for executive sessions. Any member of the Synod may request a copy of any official minutes of mission boards or commissions by submitting a written or electronic (via email) request to the Secretary of the Synod, who shall provide such minutes according to the policy of the Board of Directors.

1.5.3.6 Notwithstanding anything in the Bylaws to the contrary, the Articles of

Incorporation or other governing documents of each agency shall provide:

(a) That all provisions of its Articles of Incorporation and Bylaws are subject to the provisions of the Constitution, the Bylaws, and the resolutions of the Synod in convention; and

(b) That in the event of dissolution other than by direction from the Synod in convention, the assets of such agency, subject to its liabilities,

shall be transferred, consistent with applicable state and federal laws, as follows:

(1) In the case of a synodwide corporate entity, district, university, college, or seminary, to The Lutheran Church— Missouri Synod as may be more specifically described elsewhere in these Bylaws;

(2) In the case of a corporation formed by an agency (as defined in these Bylaws), to the agency that formed the dissolving corporation, or if such forming agency is not then in existence, to The Lutheran Church— Missouri Synod itself.

An agency may submit any concerns related to the inclusion of subsections

(a) or (b) in its governing documents to the Board of Directors of the Synod, and the Board of Directors may determine to permit the removal or modification of these provisions for an affected agency.

Full Financial Disclosure

1.5.4 The Synod and each of its agencies shall fully disclose their financial books

and records to any member congregation of the Synod.

(a) Full disclosure includes all information (including, but not limited to, information required to be made available under state law) recorded in any fashion, except the following:

(1) Information that would violate the expected confidentiality of donors.

(2) Personnel files or other information that would violate the expected confidentiality of employees.

(3) Information that relates to in -process negotiations of financial matters.

(4) Information the disclosure of which would breach a legal obligation of the Synod or its agencies or affect pending litigation or claims against the Synod or its agencies.

(5) Information that is preliminary in nature or otherwise has not been finalized in its form and content.

(b) Salaries of elected officers of the Synod, as identified in Constitution Art. X A, shall be published annually in an official periodical.

(c) The accounting department of the Synod shall publish annually in an official periodical an invitation to request full, audited financial statements and summary operating budgets of the Synod or its agencies.

(d) The Synod and its agencies shall share, upon request, the quarterly financial statements as reported to the respective governing boards.

(e) All information produced for normal publication or distribution shall be provided free of charge.

(f) Requests for detailed financial information or the inspection of financial records shall be made in writing to the respective corporate boards by a member congregation and shall state the records desired and the time period to be covered.

(1) All responses to requests for information involving research or compilation shall be billed to the member on the basis of actual costs.

(2) Any inspection of financial records shall be done by (a) member(s) of the congregation or its stated authorized agent at a mutually agreeable time and place.

(3) The board may decline to provide the information requested if the board can demonstrate by clear and convincing evidence that the member congregation’s request is with the specific intent to cause harm to the Synod or one of its agencies or with the sole intent of deliberately and significantly disrupting the operations and affairs of the Synod or one of its agencies.

(4) Any declination to provide information or decision to limit inspection shall be explained in writing.

(5) Challenges to any board decisions declining to provide information or to limit inspection may be reviewed under the Synod’s dispute resolution process.

Agency Operations

1.5.5 Every agency shall operate under the general human resources policies of

the Synod as provided by the Board of Directors of the Synod, in accordance with Bylaw 3.3.4.3. Specific policies under these general policies may be adopted by each agency’s governing board in order to accommodate the unique character of its operations.

1.5.5.1 All agencies shall develop policies regarding their relations with staffs in

accordance with general human resources policies provided by the Board of Directors of the Synod.

1.5.5.2 When calling ordained or commissioned ministers, agencies shall seek the

counsel of the district president who would, by virtue of the call, assume ecclesiastical supervision of the minister (Bylaw section 2.12). If the call is such that the district president to assume ecclesiastical supervision is not known, the counsel of the president of the district within which the agency is located or with which it is associated shall be sought.

Agency Conflict Resolution

1.5.6 Dissent to decisions made by an agency shall ordinarily be expressed

within the structure of that agency.

1.5.6.1 Administrative and programmatic conflicts between agencies of corporate

Synod, between such agencies and the synodwide corporate entities, and between synodwide corporate entities shall be dealt with by the parties concerned in a Christian manner with the assistance of the President of the Synod.

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:

(1) Incapacity

(2) Breach of fiduciary responsibilities to the Synod or agency

(3) Neglect or refusal to perform duties of office

(4) No longer satisfying any of the qualifications for directors set forth in the articles of incorporation or bylaws of the entity as in effect at the beginning of the member’s term

(5) Conviction of a felony

(6) Failure to disclose conflicts of interest to the Synod or agency

(7) Conduct evidencing a scandalous life

(8) Advocacy of false doctrine (Constitution Art. II)

(9) Failure to honor and uphold the doctrinal position of the Synod

(10) Accumulation of three unexcused absences within any term of office

1.5.7.1 Unless otherwise specified in these Bylaws, the procedure for removal of a

member of a commission, agency board, or the LCMS Board of Directors, except for those persons subject to Bylaw sections 2.15 and 2.16, shall be as follows:

(a) Action for removal shall require written notice to each member of the relevant commission, agency board, or LCMS Board of Directors at least 30 days prior to a special meeting of the commission, agency board, or LCMS Board of Directors called for that purpose. A copy of such notice shall be sent to the President and the Secretary of the Synod and to the ecclesiastical supervisor, if applicable.

(b) The special meeting shall be held no later than 60 days after the provision of the written notice, unless extended by the mutual agreement of the parties.

(c) Removal shall be effected by

(1) recommendation of such to the Synod’s Board of Directors by a vote in favor of removal by at least three -fourths of all current members (excluding the person whose membership is in question) of the applicable commission, agency board, or LCMS Board of Directors; and

(2) by a vote in favor of the recommendation of removal by at least three-fourths of all current members (excluding the person whose membership is in question) of the Board of Directors of the Synod.

(d) Removal may be appealed by a member who has been removed from a commission, agency board, or the LCMS Board of Directors through the use of the Synod’s dispute resolution process as provided in Bylaw section 1.10.

(e) From the time that written notice is given until the commission, agency board, or the LCMS Board of Directors takes action with respect to the removal, the member(s) subject to removal may not vote on matters before the commission, agency board, or LCMS Board of Directors.

(f) If a Concordia University System (CUS) college or university board of regents is presented with a written notice from the CUS Board of Directors, a copy of which shall also have been sent to the President and Secretary of the Synod and to any applicable ecclesiastical supervisor, detailing the basis for cause for removal of a member of the board of

regents pursuant to Bylaw 1.5.7 (2), (8), or (9), the written notice shall be handled as follows:

(1) The board of regents shall schedule and hold a special meeting as required under Bylaw 1.5.7.1 (a) and (b) and consider a recommendation for removal under Bylaw 1.5.7.1 (c) (1).

(2) If the board of regents fails to take action or declines to recommend removal under Bylaw 1.5.7.1 (c) (1) within 90 days of receiving the written notice from the CUS Board of Directors , the CUS Board of Directors may present the written notice to the Praesidium of the Synod.

(3) The Praesidium, without participation of the First Vice - President of the Synod, shall make an initial determination as to whether the written notice presents sufficient grounds for removal of a member of a board of regents under Bylaw 1.5.7 (2), (8), or (9).

(4) If the Praesidium determines, by majority vote, that the written notice presents sufficient grounds for removal, a three-person panel shall be appointed, consisting of the First Vice-President of Synod, a member of the Council of Presidents appointed by the Council of Presidents, and an additional member who is a member of the Council of Presidents who shall be appointed by the First Vice - President and the member of the Council of Presidents who was appointed by the Council of Presidents.

(5) This panel shall consider the written notice and evidence submitted by the CUS Board of Directors and the board of regents member and make a determination as to whether there is sufficient grounds for removal of the board of regents member under Bylaw

1.5.7 (2), (8), or (9).

(6) If a majority of the panel concludes sufficient grounds exist, it shall make a recommendation to the Synod’s Board of Directors.

This recommendation shall be considered and acted upon under Bylaw 1.5.7.1 (c) (2).

(7) If the CUS Board of Directors presents written notice stating cause for removal of more than one member of the board of regents, each written notice shall be handled separately, although if a panel is appointed these can be considered by the same panel.

1.5.7.2 To the extent that the application of this bylaw is limited by applicable law

with respect to the removal of members of a commission, agency board, or the LCMS Board of Directors, the commission, agency board, or LCMS Board of Directors on which the member serves may recommend the removal and attempt to cause the appropriate procedures under applicable law, these Bylaws, and the governing documents of the affected entity to be followed to permit the removal of such commission, agency board, or LCMS Board of Directors member.

Removal of Officers of the Synod or District from Office

1.5.8 Officers of the Synod and a district shall discharge the duties of office in

good faith. The following are considered cause for removal from office of an officer of the Synod or a district pursuant to this Bylaw, but not from membership in the Synod:

(1) Incapacity

(2) Breach of fiduciary responsibilities to the Synod or a district

(3) Neglect or refusal to perform duties of office

(4) Conviction of a felony

1.5.8.1 Unless otherwise specified in these Bylaws, the procedure for removal of an

officer of the Synod or a district from office shall be as follows:

(a) Action for removal of an officer of a district other than a district president shall require written notice to each member of that district’s board of directors at least 30 days prior to a special meeting of the board called for that purpose. A copy of such notice shall be sent to the President and the Secretary of the Synod and to the ecclesiastical supervisor, if applicable.

(b) Other than in the prior subsection (a), action for removal of an officer of the Synod other than the President of the Synod shall require written notice to each member of the Synod’s Board of Directors at least 30 days prior to a special meeting of the Boa rd called for that purpose.

A copy of such notice shall be sent to the President and the Secretary of the Synod and to the ecclesiastical supervisor, if applicable.

(c) The special meeting provided for herein shall be held no later than 60 days after the provision of the written notice, unless extended by the mutual agreement of the parties.

(d) Removal from office of an officer of a district, other than a district president, shall be effected by a vote in favor of removal by at least three-fourths of all current members of the district board of directors (excluding the officer in question if a member of the board); and

(e) Removal from office of an officer of the Synod, other than the Synod President, shall be effected by a vote in favor of the recommendation of removal by at least three-fourths of all current members (excluding the officer in question if a member of the board) of the Board of Directors of the Synod.

(f) Removal pursuant to this Bylaw may be appealed by the officer who has been removed from office through the use of the Synod’s dispute resolution process as provided in Bylaw section 1.10.