To Amend Bylaws 1.5.3.2–4 and Add Bylaw 4.7.6 regarding Regulations for Committees

Official Workbook overture source text

9-01 
To Amend Bylaws 1.5.3.2–4 and Add Bylaw 4.7.6 
regarding Regulations for Committees 
Rationale 
The Commission on Constitutional Matters, noting frequent issues 
encountered in applying Bylaw section 1.5 to the committees of 
districts, universities, and other agencies of the Synod, referred the 
language to the Commission on Handbook for study and pote ntial 
revision. The following is the proposal of the latter commission, 
intended to clarify the bylaw language dealing with regulations for 
committees. It was designed in light of the standard language used 
in Robert’s Rules of Order Newly Revised, 12th edition, especially 
chapters 49 –50 (Ed. Sarah Corbin Robert, Henry M. Robert III, 
William J. Evans, Daneil H. Honemann, Thomas J. Balch, Daniel 
E. Seabold, Shmuel Gerber [New York: PublicAffairs, 2020] ), for 
various types of committees and to address concerns about 
committee constitution and authority across the board, rather than 
(as the present b ylaws do) allowing certain narrow structural 
categories while remaining silent on others. The new bylaws focus 
on types of committees (Bylaw 1.5.3.2), the authority and 
responsibility of committees (1.5.3.3), and the constitution of 
committees (1.5.3.4). Finally, language is added to Bylaw section 
4.7 to account for district committees that are established by district 
bylaw or district convention resolution, so that it will be clear that 
such committees are not subject to the requirements imposed by 
Bylaws 1.5.3.2–4 on committees of a board or commission. These 
revisions will provide significantly improved clarity and 
appropriate levels of both flexibility and regulation for corporate  
Synod and the agencies of the Synod with regard to their committee 
needs. 
Therefore be it 
Resolved, That Bylaws 1.5.3.1–1.5.3.4 be amended as follows: 
PRESENT/PROPOSED WORDING 
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 exchange 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 Unless otherwise stipulated in these B ylaws, at the 
initial meeting after members take office under new terms filled by 
regular election or appointment  (including the regular election or 
appointment of any fraction of the members), all mission boards, 
commissions, and governing boards shall organize themselves as to 
chair, vice -chair, secretary, and other standing 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. 
1.5.3.2 All mission boards, commissions, and governing boards 
(“plenaries”) may establish and appoint committees as follows: 
(a) A standing committee is established explicitly in bylaws or 
plenary resolution or policies to perform a specified, continuing 
function. The creation of a standing committee shall be reported 
to the President and Board of Directors of the Synod. 
(b) An ad hoc committee  is established by resolution of the 
plenary to accomplish a specified task of limited duration, upon 
the completion of which it is automatically discharged. 
(c) The executive committee , a specific type of standing 
committee composed of board or commission members only, 
may act with the authority of the plenary (i) in times of 
emergency between plenary meetings and/or (ii) on assignments 
specifically delegated by the plenary. It may also be assigned 
additional functions, as described below. 
(d) The audit committee , another specific type of standing 
committee, is comprised of financially literate and independent 
directors, oversees for the plenary the related incorporated 
organization’s financial reporting process, selects an independent 
auditor, and receives the audit. 
1.5.3.3 The authority and responsibility of a committee of a 
mission board, commission, or governing board, as well as any 
special rules applicable to such, are to be specifically set forth in the 
establishing bylaw, policy, or resolution, subject to the following: 
(a) Committees may not perform acts specifically required by 
statute or the Constitution, Bylaws, and resolutions of the Synod 
to be performed exclusively by the plenary, nor may they 
overturn actions of the plenary. 
(b) Except for executive committees acting in emergencies, any 
committee charged “with power” to do more than report findings 
or recommendations to the plenary shall be empowered to act 
only (i) upon specific instructions of the plenary or (ii) under  
standing powers clearly delineated in bylaws or policies. 
(c) The granting of standing authority to a committee to act for 
the plenary in any area without specific instructions, or the 
designation of any business to be automatically referred to a 
committee, or the impact in any other way of the parliamentary 
procedure of the plenary by a committee shall: (i) require, if not 
effected by bylaw, a two- thirds vote of the plenary; (ii) be 
reported to the President and Board of Directors of the Synod; 
2026 Convention Workbook
449FLOOR COMMITTEES: REPORT AND OVERTURE ASSIGNMENTS