The 2007 convention made clear the Synod’s interest in the transparency of its operations and of the activity of its officers and agencies. The Board of Directors has led the way in making its activities and decisions as transparent as possible, at the same time bearing in mind the expectations of Synod Bylaw 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.”

The board regularly struggles with keeping a proper balance between transparency and avoiding liability, given its responsibilities as the legal representative of the Synod and the custodian of all of its property (Constitution Art. XI F) and in light of the expectations articulated in Bylaw 1.5.4, which requires full disclosure “except the following:

(1)  Information that would violate the expected confidentiality of donors.

(2)  Personnel files or other information that would violate the expected confidentiality of employees.

(3)  Information that relates to in-process negotiations of financial matters.

(4)  Information the disclosure of which would breach a legal obligation of the Synod or its agencies or affect pending litigation or claims against the Synod or its agencies.

(5)  Information that is preliminary in nature or otherwise has not been finalized in its form and content

For this reason, Board of Directors minutes, while transparent regarding much of the conversation and decision-making of the board during its meetings, always also include a number of strictly confidential executive sessions in which the board receives reports from legal counsel or handles personnel or property matters. These restrictions are also supported by parliamentary rules, under which the board endeavors to function faithfully, as required by Synod Bylaw 1.5.3.1.

At its November 2008 meeting, the board requested that the Secretary of the Synod obtain reliable information regarding the proper use of executive sessions. The following information was provided by a certified parliamentarian:

Basically, an executive session is a session in which the proceedings are secret. Since your association is not a “public body”…there are no restrictions on your board choosing to go into executive session. However, for reasons of openness and transparency, going into executive session should be used only when there is a purpose that would benefit the denomination by its consideration in a closed meeting.

Most organizations choose to follow the guidelines that any personnel matter, matter concerning the purchase or sale of an asset, or matters concerning disciplinary actions of a member or officer [are handled in executive session.]

You should be aware that, to go into executive session, the board should pass a motion to the effect: “Resolved, That this board hereby goes into executive session.” This matter is a question of privilege and is debatable and requires a majority vote for its adoption. After the motion to go into executive session is adopted, all non-members of the board ([except] invited guests who may be helpful to the deliberation) are excused.

It would be important at the beginning of the executive session to remind those present that the proceedings are secret and members are bound not to reveal the contents of the executive session until such time as the board might lift the secrecy requirement.

You should also be aware that the minutes of the executive session should be approved in a future executive session and the minutes are not available to anyone who was not part of the executive session….

I see no reason from a parliamentary standpoint that the board cannot pass resolutions or conduct other business where secrecy is important in executive session.

 Highlights of the May Board of Directors meeting can be found by clicking here.
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Minutes of the May 2009 meeting are now available.Click here.
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Board Briefs is published quarterly by the Secretary of the Synod on behalf of the LCMS Board of Directors.
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 The LCMS Board of Directors serves the church as the  legal representative of the Synod and the custodian of all of the property of the Synod.  For more information about the board and its members, click on the "About Us" button at the top left of this page. 
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