To Amend Bylaws 1.5.1.2–1.5.2 to Clarify Service Expectations and Handling of Conflicts of Interest

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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. 
The original statement of the conflict -of-interest po licy 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 inter est” 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 th e 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…,” less -
than-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 fiduci ary 
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 conflic
ts 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 t
he work 
done by the other.  A member of the Board of Directors of Synod 
may not hold any other elective or appoint ive 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 
2026 Convention Workbook
450 STRUCTURE AND ADMINISTRATION