Version History
Current published version
Today's Business, Issue 4. pp. 380-382. Revised published proposal.
Official Resolution Source Text
Resolution: 9-01A
Canonical number: 9-01
Committee: Structure and Administration
Source: Today's Business, Issue 3
Printed pages: pp. 343-345
PDF pages: 35-37
Version: revised, superseded
Source reference: Issue 3, pp. 343-345
Line numbers follow Today's Business, Issue 3, with numbering reset on each printed page, so delegates can compare this page with the official PDF.
Page 343
- To Amend Bylaws 1.5.3.2–4 and Add Bylaw 4.7.6 regarding Regulations for Committees
- RESOLUTION 9-01A
- Overture 9-01 (CW, 449–50)
- 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 potential 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 sections 49 –50 (Sarah Corbin Robert,
- Henry M. Robert III, William J. Evans, Daneil H. Honemann, Thomas J. Balch, Daniel E. Seabold, Shmuel Gerber,
- eds. [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 bylaws 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 (Bylaw 1.5.3.3), and the constitution of committees (Bylaw 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 1.5.3.1–4 be amended as follows:
- PRESENT/PROPOSED WORDING
- Organization
- …
- 1.5.3.1 Unless otherwise stipulated in these Bylaws, atAt 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 Al l 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 m ission board s, commissions, and governing boards (“plenaries”) may establish and appoint
- committees as follows:
- (a) A standing committee is established explicitly in b ylaws 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.
Page 344
- (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 necessity 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 bylaw ,
- policy, or resolution.
- (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; 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 actions of an
- executive committee taken in times of necessity) 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 of the plenary or
- by nomination by the plenary members.
- (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) 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 be amended as follows:
Page 345
- 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.
