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(Attorney James R. Dankenbring
sent the following memorandum to the LLL
Board of Governors. Dankenbring is also the legal counsel for
"Jesus
First." He filed the documents to incorporate "Jesus
First" and continues
as their registered agent. The Bible pass is a nice touch.)
MEMORANDUM
PRIVILEGED ATTORNEY - CLIENT COMMUNICATION
DATE: September 11, 2002
TO: The Board of Governors of the
International Lutheran Laymen's League
FROM: James R. Dankenbring
At the request of the Executive Director, as well as acting on my own
initiative, I am writing each of you to reinforce some well-settled,
time-tested principles relevant to the organizational roles of the Board
of
Governors, and the Executive Director.
I recognize that each of us have been confronted with very difficult
decision-making, not only in Ottawa, but also in recent days and weeks.
Each of us, I know, has been praying about the future of our beloved
International Lutheran Laymen's League, and its ministries.
On July 20, 2002, this Board of Governors unanimously issued a mandate to
the Executive Director. The board correctly affirmed the authority
of the
Executive Director in matters involving personnel, specifically the case
at
hand involving Reverend Schulz. The resolution clearly stated that
upon
agreement by Dr. Schulz to the stipulations, the Executive Director may
reinstate him to duties deemed appropriate by the Executive Director.
Unlike most personnel matters, however, we all recognize the significant
implications of any decision regarding Reverend Schulz's employment
relationship with the League. And, it is at times like this, in my
experience, where the temptation becomes great to disregard what is a
sound
framework for corporate governance.
The role of the Executive Director in this instance is articulated in the
League's Bylaws, as well as the Position Description for the Executive
Director. In short, as the Executive Director's Position Description
states, he serves as the "Chief Operations Executive." As
such, it is
abundantly clear that he has the authority to render decisions pertaining
to
the personnel of the League. Is a particular decision made by the
Executive
Director subject to the review of the Board of Governors?
Absolutely. The
Board may not only review a decision made by the Executive Director, but
also the entire performance of the Executive Director. These
reviews,
however, should occur in the context of a formally established process,
with
appropriate standards for any such review. Such formality will help
assure
thorough and balanced consideration and maintain the organizational roles
of
the Executive Director and Board of Governors.
It goes without saying that serious repercussions can arise in the event
the
Board overrules a decision by the Executive Director, or overturns a
previous, unanimous resolution of the Board. Such actions are
perceived by
staff, donors, and the outside world as a sign of a weak, rudderless
organization, which can seriously injure an organization's ongoing growth
and development. And while the Board is certainly free to
"change its
mind," to do so is not without great risk.
What a tremendous sense of unity and direction all of us felt as a result
of
the unanimous resolutions you passed on July 20, in Ottawa. There
was no
doubt in my mind that the laity present in Ottawa welcomed that strong,
unified signal which you communicated.
"And if a house be divided against itself, that house cannot
stand," Mark
3:25
There are those in this world whose seemingly sole purpose in life is to
"divide the house." I am acutely aware of such forces
which are presently
at work.
I have had the honor and pleasure of serving this League for the last 14
years. In my tenure as counsel to the League, I cannot recall a more
pressing time for us to look to God for His direction and guidance.
My
fervent hope and prayer is that you will once again experience the power
of
unity which we enjoyed in Ottawa, and that you will objectively and
dispassionately review the evidence before you, consistent with your
fiduciary responsibilities.
Thank you for the opportunity to be of service; I wish each of you God's
richest Blessings.
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