Governance — 2019-2023

Notes for nominators and nominees

The Lutheran Church—Missouri Synod

In addition to the commitment of the necessary time and energy required for service, officers and members of boards and commissions agree to serve in accordance with the Constitution, Bylaws, doctrinal statements, and resolutions of The Lutheran Church—Missouri Synod.

For more information regarding these positions and qualifications, refer to the Secretary, Board, and Commissions document. It is important to note that Bylaws 1.5.1–1.5.2 pose general requirements of which nominators and nominees for any position should be aware.

Bylaw 1.5.1:

Membership in a Member Congregation of the Synod

Bylaw 1.5.1 states simply that “Board and commission members of all agencies shall be members of member congregations of the Synod.” (Const. Art. X B 3 poses the same requirement for these and also for officers of the Synod.)


Board Membership of Synod and Agency Employees

Bylaw limits the participation of certain employees of Synod agencies on the boards of other agencies of the Synod. While an employee prohibited from serving on a particular board may be nominated for the position, he or she would have to surrender employment to take office, if elected: — Unless otherwise specified or permitted by the Bylaws, chief executives and executive directors, faculty, staff, and all other employees on either the national or district level shall not be members of the board of the agency under which they serve, nor shall any such executives or staff be members of the board of any other agency of the Synod. For purposes of this bylaw only, staff shall mean:

(a) Employees, other than faculty, rostered as ministers of religion—ordained or ministers of religion—commissioned, whether or not serving in such capacity; or

(b) Employees of corporate Synod or an agency of Synod, other than faculty, who are responsible for the development and/or implementation of policies, goals, and programs; or

(c) Employees of corporate Synod or an agency of the Synod who assist chief executives, executive directors and faculty in their work and are supervised by these individuals directly or through a line of supervision.


Holding of Multiple Offices

Bylaw limits the concurrent holding of multiple offices. While an individual holding an office or offices such that he or she could not concurrently serve in a new position may be nominated for that position, he or she would have to choose, if elected, in which office(s) he or she would serve, compatible with the following bylaw. — 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) 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.

Bylaw 1.5.2:

Conflicts of Interest

Bylaw 1.5.2 requires the disclosure of any conflicts of interest. If elected, a nominee will be required to sign a “Conflict of Interest” statement form acknowledging the following:

1.5.2 — Every board or commission member, officer, and all staff of corporate Synod and every agency of the Synod shall avoid conflicts of interest as described in this bylaw.

(a) 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 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 by a vote of its remaining impartial members whether an inappropriate interest exists, and such vote shall be recorded in its official minutes. In the case of officers, all such disclosures shall be reported to the President of the Synod to determine whether an inappropriate interest exists.

(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 inappropriate activity shall cease or the position will be vacated.

(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) 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.


Ethical Requirements

Bylaw poses a more general but nonetheless important ethical requirement for all office-holders: — 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.

Questions or concerns regarding the foregoing requirements or those of any of the positions for which nominations are sought may be directed to the LCMS Office of the Secretary.

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