To Clarify Bylaws Regarding Appointment of a Synodwide Corporate Entity Chief Executive

Rationale The Commission on Constitutional Matters (CCM) in its Opinion 21-2970 (Minutes, Dec. 3–4, 2021), in response to a request for clarification from a member of a synodwide corporate entity board, interpreted Bylaw 3.6.1.5 (a) to envision—instead of a process whereby the board would present nominees to the President of the Synod for him to strike unacceptable names, leaving the remainder as the board’s appointment slate—a “continued dialogue by which the board and President jointly construct—by a process not specified in further detail in the bylaw—a slate of candidates in which they can mutually concur.” CCM referred the matter to the Commission on Handbook for clarification of the bylaw language; the latter commission now presents the following proposal, which recasts the appointment process, including any interim, in chronological order and more precisely describes its various steps. Therefore be it

Resolved, That Bylaw 3.6.1.5 be amended as follows:

PRESENT/PROPOSED WORDING 3.6 Synodwide Corporate Entities General Principles …

3.6.1.5 Synodwide corporate entities may create chief executive positions (who may be designated as an officer of the corporation) pursuant to Bylaw1.2.1,and fill them in accordance with the Bylaws of the Synod and the human resources policies adopted pursuant to Bylaw 1.5.5.

(a) The chief executive shall serve at the pleasure of the governing board.be appointed by the governing board according to the following process: (1) The slate of candidates for the initial appointment of the chief executive shall be selected by the governing board in consultation with and with the mutual concurrence of the President of the Synod. (21) In the event of a vacancy, the appropriate governing board and the President of the Synod shall act expeditiously to fill the vacancy. This governing board shall present its list of candidates to the President. (2) Any appointment of an interim chief executive shall be made by the governing board in consultation with and the concurrence of the President of the Synod. Interim service shall last no more than 18 months, unless renewed by the governing board with the concurrence of the President of the Synod. (3) Nominations shall be gathered by a process that includes solicitation, in an official publication of the Synod, of nominations from agencies and officers of the Synod and the congregational and individual members of the Synod, along with lay persons of the congregations of the Synod. (4) The governing board shall from the nominees gathered, in consultation with and ultimately with the concurrence of the President of the Synod, select the slate (consisting of one or more candidates), from which the governing board shall attempt to select a chief executive for appointment. (5) In the event of a failure to appoint or a declination, the governing board may as necessary repeat stages of nomination gathering, candidate selection, and appointment, but may only select an appointee from a slate established as described above.

(b) The chief executive shall serve at the pleasure of the governing board. (31) The governing board shall conduct an annual review of its chief executive and, before the expiration of five years, conduct a comprehensive review. (42) At the conclusion of each five-year period, the appointment shall terminate unless the governing board takes specific action to continue the person in the office, each subsequent term not to exceed five years.

(b) Any interim appointment of a chief executive shall follow a process similar to the initial appointment of a chief executive. (1) Such interim appointees must be approved by the President of the Synod, and may not serve more than 18 months without the concurrence of the President of the Synod. (2) Such interim appointees shall be ineligible to serve on a permanent basis without the concurrence of the President of the Synod.

(c) The chief executives shall normally attend all meetings of their board except when their own positions are being considered.