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LCMS 2026 Convention Workbook: Reports and Overtures, PDF page 486

of impropriety, causing confusion in the Synod, or creating potential 
liability. 
Disclosure of Expectations 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  such 
inappropriate 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. 
(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. 
Commission on Handbook 
Ov. 9-03 
To Amend Constitution Article XII 15  
as to Call of Special District Conventions 
Rationale 
In its periodic review of various district bylaws, the Commission on 
Constitutional Matters (CCM, minutes of April 8 –9, 2022) has 
noted the following: 
• Bylaw 1.5.8.1, introduced by 2016 Res. 12-11, “To Establish 
a Procedure Based on Article XI A 2  for Removal from 
Office of Officers of the Synod or a District (other than the 
Synod or a District  President),” provides a procedure for 
removal of such officers, to the noted exclusion of the Synod 
or district president. 
• District bylaws typically contain provisions for a finding of 
temporary inability of a district president to serve (generally 
modeled on Bylaw 3.3.1.4) and sometimes attempt to 
conceive a procedure, in addition to the inapplicable one in 
Bylaw 1.5.8.1, to handle the removal of a district  president 
from office for cause. Such a proposal necessarily treads on 
difficult ground, as the  limitations on a board of directors’ 
authority (its dealing, generally, with legal and property 
matters, Bylaw 4.5.1, and not extending to supervision of the 
district president’s ecclesiastical duties) raise  questions 
about whether it would be the appropriate body to act, and 
on what basis. 
2026 Convention Workbook
451STRUCTURE AND ADMINISTRATION