English
Korean
Spanish
NEW ORLEANS–Last June, messengers to the Southern Baptist Convention’s annual meeting sent a mandate to New Orleans Baptist Theological Seminary: Legally specify the SBC as “sole member” owner of the school in a form the SBC Executive Committee will approve and recommend to the convention.
On Oct. 13, the NOBTS trustees voted 35-1 approving an amended charter to propose to SBC messengers that includes sole member language “as outlined by the Executive Committee,” but with plans to voice “reservations regarding legal and polity concerns.”
Sole membership is a legal term that solidifies ownership rights in corporations–including non-profit entities such as the SBC’s 12 agencies and seminaries–while attempting to limit the sole member’s liability by abdicating governance to trustee boards.
NOBTS was the lone holdout among 11 SBC entities that the Executive Committee had asked to adopt sole member legal language–modeled after the charter of the North American Mission Board when it formed in the mid-1990s. The Executive Committee itself is the 12th SBC entity and plans to also adopt sole membership.
The NOBTS trustee chairman and seminary president said they have fully fulfilled the messengers’ request, adopting the charter document the Executive Committee provided.
“We have committed to the Baptist way,” NOBTS President Charles Kelley told reporters during a meeting break. “The Baptist way is you work with the messengers of the SBC. That vote was taken and we have responded to that vote in a way I think every messenger of the SBC will say ‘OK, they did what we asked them to do.’ And the Executive Committee will have the proposal from us that they wanted from us, with reservations stated. It will not be sprung on the convention. ? There are no secrets out there. We like to keep everything on the table.”
Messengers to next June’s SBC annual meeting must ratify the amended charter.
The SBC messengers’ action in Indianapolis last summer followed several years of quiet wrangling between the NOBTS trustees and the SBC Executive Committee over the wisdom of specifying the SBC as the “sole member” of the school’s non-profit corporation under Louisiana law, which is said to differ from most states.
Last spring the NOBTS trustees were considering two options–including an alternative to sole membership that Kelley said would aim to achieve the same end–to present to the 2005 convention.
Bruce Sloan, a trustee from Oregon, told the TEXAN he was “uncomfortable thinking that our options were limited to what the Executive Committee wanted us to do, that we didn’t have any choices.”
Jim Guenther, longtime Executive Committee attorney who attended the Oct. 13 meeting, said during a forum with trustees after their vote that the Executive Committee requested messengers issue the request because it had no guarantee from Kelley that either option would be recommendable by the Executive Committee.
Responding, Kelley said he could not guarantee that because he could speak to what his trustees might do.
Before the Oct. 13 vote, which took place in a closed executive session, Guenther told the TEXAN that Louisiana’s so-called “Napoleonic” model law–which had been cited by NOBTS lawyers as a concern because it differs from English model law–“has no bearing on this issue.”
Further, during the question and answer forum with trustees following their vote, Guenther said under Louisiana non-profit law the members of the corporation are not liable in lawsuits.
“When we become the member, we will have that statutory immunity,” Guenther said in response to a question from trustee Mitch Hamilton of Colorado. NOBTS lawyers had argued sole membership would increase the SBC’s liability risk in Louisiana. Executive Committee lawyers had argued the opposite.
Guenther told trustees the convention’s sole membership in the school’s corporation will solidify SBC control of the seminary without intruding on trustee administration of the school’s business and assure it “legally will remain perpetually owned and controlled by the convention.”
Trustee chairman Tommy French told the TEXAN the amended charter is identical to one offered to NOBTS by the Executive Committee in 2002 and should be one the Executive Committee can recommend to messengers next June as prescribed by the SBC.
Kelley said the amended charter plus a document outlining the trustees’ reservations would be available to the press and the public “long before the convention takes place.”
French told the TEXAN in a telephone call after the meeting that the trustees plan to have the amended charter ready for Executive Committee approval in time for its February meeting as prescribed by the SBC messengers.
In the first of two motions the trustees approved, they called for Kelley to explain the board’s reservations about the charter change to the 2005 SBC annual meeting.
In a second motion, trustees called for “Reservations regarding the legal and polity concerns be referred” to the seminary’s executive committee and legal counsel “for further review with the final document being presented to the full Board before the April 2005 meeting.”
Both Kelley and French told the TEXAN no further action is required by the NOTBTS trustees in fulfilling the SBC’s request regarding sole membership. Any minor language changes will be worked through approved by the Executive Committee in time for its February meeting, French said.
Some NOBTS trustees have stated polity concerns, among them that the Executive Committee’s request of the seminary appeared to be more a decree than a request and that sole membership in NOBTS’ case could facilitate future Baptist polity abuses.
Executive Committee leaders have disputed such arguments, citing its inability to mandate orders to other SBC entities.
Kelley told the SBC Executive Committee last February and the TEXAN during the Oct. 13 trustee meeting that sole member language in the NOBTS charter could allow Baptist polity abuses by a future SBC willing to overreach into responsibilities now reserved for the school’s trustees.
The Executive Committee requested the SBC’s six seminaries and five agencies—International Mission Board, North American Mission Board, Annuity Board (Guidestone), LifeWay Christian Resources, and the Ethics & Religious Liberty Commission—to amend their charters to specify the SBC as the sole member of the entities’ corporations.
The request aimed at upgrading the entities’ charters to contemporary corporate law standards and fortifying the SBC’s ownership of them—partly in response to Baptist schools such as Baylor that had attempted to cut ties with state convention owners, Executive Committee attorney Guenther told the TEXAN.
At that February meeting, Guenther argued that only sole member language assures “a Baylor-like event does not occur in this convention.”
Before the SBC’s action in June, which passed by a roughly 2-1 margin, Kelley had asked the Executive Committee for an additional year to devise some alternatives to sole membership that would aim to achieve the same goal of fortifying the SBC’s ownership of the school.
He planned to bring those options to the SBC messengers in 2005.
Following the vote Oct. 13, Kelley told reporters his fears about future polity abuses include the potential for future SBC leaders to foil a grassroots renewal such as what occurred in the conservative resurgence.
Kelley said the conservative resurgence is a textbook example of how change in Southern Baptist life takes place through the slow process of electing leaders who may nominate and appoint others to boards and committees.
“(There was) never a vote on the floor of the convention (during the resurgence) instructing an institute what to do. Never any kin d of motion to push in a more conservative direction, but they did it with the trustees. I am afraid that this is a step towards trying to strengthen the control. When you’re focusing on strengthening the control—if we control that, why not control something more? … My fear has been fed by the way this process has been handles.”
