To Amend Bylaws 1.5.3.2–4 and Add Bylaw 4.7.6 regarding Regulations for Committees

Rationale The Commission on Constitutional Matters, noting frequent issues encountered in applying Bylaw section 1.5 to the committees of districts, universities, and other agencies of the Synod, referred the language to the Commission on Handbook for study and potential revision. The following is the proposal of the latter commission, intended to clarify the bylaw language dealing with regulations for committees. It was designed in light of the standard language used in Robert’s Rules of Order Newly Revised, 12th edition, especially chapters 49–50 (Ed. Sarah Corbin Robert, Henry M. Robert III, William J. Evans, Daneil H. Honemann, Thomas J. Balch, Daniel E. Seabold, Shmuel Gerber [New York: Public Affairs, 2020]), for various types of committees and to address concerns about committee constitution and authority across the board, rather than (as the present bylaws do) allowing certain narrow structural categories while remaining silent on others. The new bylaws focus on types of committees (Bylaw 1.5.3.2), the authority and responsibility of committees (1.5.3.3), and the constitution of committees (1.5.3.4). Finally, language is added to Bylaw section 4.7 to account for district committees that are established by district bylaw or district convention resolution, so that it will be clear that such committees are not subject to the requirements imposed by Bylaws 1.5.3.2–4 on committees of a board or commission. These revisions will provide significantly improved clarity and appropriate levels of both flexibility and regulation for corporate Synod and the agencies of the Synod with regard to their committee needs. Therefore be it

Resolved, That Bylaws 1.5.3.1–1.5.3.4 be amended as follows: PRESENT/PROPOSED WORDING Organization 1.5.3 Every agency of the Synod shall meet at least quarterly unless otherwise stipulated in the Bylaws. Exceptions require the approval at least annually of the President of the Synod. All agencies shall announce their upcoming meetings. Unless otherwise specified in the Bylaws, each agency is free to select a manner of meeting, consistent with Board of Directors policy, that best enhances its ability to accomplish its mission, taking into consideration fostering the open exchange of ideas, availability of technology to all members, stewardship of resources, perception of fairness, controversial nature of agenda items, and whether secret ballots might be used. 1.5.3.1 At Unless otherwise stipulated in these Bylaws, at the initial meeting after members take office under new terms filled by regular election or appointment (including the regular election or appointment of any fraction of the members), all mission boards, commissions, and governing boards shall organize themselves as to chair, vice-chair, secretary, and other standing committees and positions as necessary or mandated by these Bylaws and shall conduct business in accordance with accepted parliamentary rules. 1.5.3.2 All mission boards, commissions, and governing boards may make use of executive committees to act in times of emergency between plenary meetings, to act on delegated assignments, and to act as specified elsewhere in these Bylaws. (a) Executive committees may not perform acts specifically required by statute or by legislation or the Constitution, Bylaws, and resolutions of the Synod to be performed by the agency, nor may they overturn actions of the agency. (b) All executive committee actions shall be reported to plenary sessions of the agency. 1.5.3.3 All mission boards, commissions, and governing boards may also delegate a specific assignment for a limited time to a committee composed of its own members. 1.5.3.4 All mission boards, commissions, and governing boards may appoint standing committees of specialists to provide professional or technical assistance to the board or commission and may delegate certain responsibilities to such committees while retaining supervision. Standing committees may be made up of or include non-board or commission members.The creation of standing committees shall be reported to the President and the Board of Directors of the Synod. 1.5.3.2 All mission boards, commissions, and governing boards (“plenaries”) may establish and appoint committees as follows: (a) A standing committee is established explicitly in bylaws or plenary resolution or policies to perform a specified, continuing function. The creation of a standing committee shall be reported to the President and Board of Directors of the Synod. (b) An ad hoc committee is established by resolution of the plenary to accomplish a specified task of limited duration, upon the completion of which it is automatically discharged. (c) The executive committee, a specific type of standing committee composed of board or commission members only, may act with the authority of the plenary (i) in times of emergency between plenary meetings and/or (ii) on assignments specifically delegated by the plenary. It may also be assigned additional functions, as described below. (d) The audit committee, another specific type of standing committee, is comprised of financially literate and independent directors, oversees for the plenary the related incorporated organization’s financial reporting process, selects an independent auditor, and receives the audit. 1.5.3.3 The authority and responsibility of a committee of a mission board, commission, or governing board, as well as any special rules applicable to such, are to be specifically set forth in the establishing bylaw, policy, or resolution, subject to the following: (a) Committees may not perform acts specifically required by statute or the Constitution, Bylaws, and resolutions of the Synod to be performed exclusively by the plenary, nor may they overturn actions of the plenary. (b) Except for executive committees acting in emergencies, any committee charged “with power” to do more than report findings or recommendations to the plenary shall be empowered to act only (i) upon specific instructions of the plenary or (ii) under standing powers clearly delineated in bylaws or policies. (c) The granting of standing authority to a committee to act for the plenary in any area without specific instructions, or the designation of any business to be automatically referred to a committee, or the impact in any other way of the parliamentary procedure of the plenary by a committee shall: (i) require, if not effected by bylaw, a two-thirds vote of the plenary; (ii) be reported to the President and Board of Directors of the Synod; and (iii) require the submission of any related policies, upon adoption or subsequent amendment, to the Commission on Constitutional Matters for review. (d) The plenary shall retain supervision of any responsibilities delegated to committees, receiving and regularly reviewing their minutes, except for such executive sessions of committees as have been authorized by the plenary. (e) Each standing committee shall report to each regular plenary session. (f) Any action of a committee taken upon authority delegated by the plenary (including emergency actions of an executive committee)shall be reported to the members of the plenary within two weeks or at the next regular meeting, whichever is sooner. 1.5.3.4 Except as otherwise provided by these bylaws, a committee of a mission board, commission, or governing board shall be constituted as follows: (a) A standing or executive committee shall comprise members appointed by ballot election of the plenary or as ex officio. (b) An ad hoc committee may be comprised of members appointed by ballot of the plenary, by nomination by the plenary members or chair, or by appointment by the chair, as designated by the plenary. (c) Unless otherwise specified in bylaws or plenary policies, service in a committee appointment is at the pleasure of the plenary. Any potential committee member conflicts of interest shall be disclosed to the plenary, under Bylaw 1.5.2. (d) The plenary may appoint as members of a committee, other than its executive committee, individuals who are not members of the plenary, provided that: (i) that they provide necessary professional or technical expertise; (ii) such appointment is reported to the President and Board of Directors of the Synod; and (iii) such appointees do not vote on any action taken by the committee with authority delegated by the plenary, except where the committee acts upon specific instructions of the plenary. (e) Committees may form subcommittees of their own members or others, including others only as specifically authorized in their constituting bylaws, policies, or resolution, as applicable, and subject to the same requirements stated in (d).

and be it further

Resolved, That Bylaw 4.7.6 be added as follows: PRESENT/PROPOSED WORDING 4.7 District Nominations, Elections, and Appointments 4.7.6 A district convention may, by bylaw or resolution, create standing or ad hoc committees responsible to the district. These shall act on specific assignments or within authority delegated and shall conduct business in accordance with accepted parliamentary rules. Unless these are committees of the board of directors of the district, the provisions of Bylaws 1.5.3.2–4 do not apply to them.