Version History
Current published version
Today's Business, Issue 3. pp. 345-347. Revised published proposal.
Official Resolution Source Text
Resolution: 9-02
Canonical number: 9-02
Committee: Structure and Administration
Source: Today's Business, Issue 1
Printed pages: pp. 141-143
PDF pages: 141-143
Version: original, superseded
Source reference: Issue 1, pp. 141-143
Line numbers follow Today's Business, Issue 1, with numbering reset on each printed page, so delegates can compare this page with the official PDF.
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- To Amend Bylaws 1.5.1.2–1.5.2 to Clarify Service Expectations
- and Handling of Conflicts of Interest
- RESOLUTION 9-02
- Overture 9-02 (CW, 450–51)
- 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 Resolution 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 policy 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 interest” 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 the 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 fiduciary responsibilities.”
- The commission has proposed a revision that 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
- conflicts 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 Bylaw 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 the work done by the other. A member of the Board of Directors of Synod may
- not hold any other elective or appointive 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 of impropriety, causing
- confusion in the Synod, or creating potential liability.
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- Disclosure ofExpectations 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
- (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
- inappropriatesuch 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.
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- (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.
