Executive Committee lawyer argues Sole membership

Executive Committee lawyer argues ‘Sole membership’ language prevents pirating of entities

The Southern Baptist Convention’s use of sole membership–that the SBC has ultimate authority over its entities–is nothing more than an affirmation of the legal relationship between the SBC and its organizations, argues D. August Boto, a lawyer and the SBC Executive Committee’s vice president for convention policy. He contends New Orleans Baptist Theological Seminary President Chuck Kelley’s fear that sole membership moves the SBC toward connectionalism is unjustified because autonomy is unaffected.

In an interview with the Southern Baptist TEXAN, Boto explained why he believes there is nothing “un-Baptistic” about the SBC wanting the documents of its entities to reflect that the SBC is the sole member of their corporations, reiterating statements made in a Sept. 24 letter to the Louisiana Baptist Message. “None of these entities profess to hold sway over any local church–quite the contrary,” he wrote. “Sole membership is merely a restatement, in a corporate law language, of subsidiary governing principles our Convention has always used.”

When the North American Mission Board was created in 1996 through the merger of program assignments from the Brotherhood and Radio and TV commissions and the Home Mission Board, the SBC was listed as the sole member of that new corporation. As many state Baptist colleges were changing their documents to reduce the influence of the state Baptist conventions that had long contributed to their support, the SBC Executive Committee “worked with each (SBC) entity individually and fraternally” to prevent a similar fate.

Likewise, many state conventions asked the ministries they supported to restate their charters to guarantee such agencies could not move to independent status without permission.

The International Mission Board, Baptist Sunday School Board (later renamed LifeWay Christian Resources), Ethics & Religious Liberty Commission, and Southern Baptist Theological Seminary quickly gave assent. This amendment “doesn’t give any new ability to the convention,” stated Sunday School Board President James T. Draper, who still leads LifeWay. “It just puts in writing what they have already claimed, that we belong to the Southern Baptist Convention.” Within another year, the Annuity Board, Midwestern, Southwestern, and Golden Gate seminaries passed the measure, offering similar affirmation of the objective being accomplished.

When Southeastern Baptist Theological Seminary took up the matter in April of 2000, the school’s president said the amendment to the seminary’s bylaws was necessary to ensure that the school’s governing authority remains with its board of trustees while at the same time protecting the SBC’s rights as owner of the seminary. “Many [Baptist] universities have bolted from their state convention,” said Paige Patterson, then Southeastern’s president. “The Executive Committee does not want to see that happen with the seminaries.” Three-and-a-half years later as the president of a different school, Patterson said, “I wish now we’d considered the matter more cautiously.”

Calling the source of the idea of sole membership “a noble idea” when “we have had too many institutions pirated away,” Patterson added, “The cure can sometimes be as bad as the disease.” After reading Kelley’s Baptist polity paper, the new president of Southwestern Baptist Theological Seminary in Fort Worth said he could not find “one syllable” with which he does not agree. “The issue is obviously one that has been too much neglected and needs the kind of definition which Dr. Kelley has brilliantly constructed.

“Any tendency to vest increasing power in the Executive Committee of the Southern Baptist Convention or in the staff of the Executive Committee will eventually, and inevitably, fall on hard times and prove divisive. I wish now we had considered the matter more cautiously.”

Other Texans share Kelley’s concern that sole ownership, while intended to protect Southern Baptist assets, is not worth the price if it risks Southern Baptist polity. “The conservative resurgence was possible because of the broad involvement of the common Baptist. I’m concerned that we carefully guard this principle of grassroots involvement,” stated Southern Baptists of Texas Convention Executive Director Jim Richards.

“We must not move in the direction of centralized power and connectionalism, or even the perception of these. This has not been the path of Baptists,” he insisted. “It is crucial that we maintain the trust of Southern Baptists and accountability to the true owners of our denomination–the churches.”

ERLC President Richard Land said Southern Baptists are used to applying the term “autonomy” to the local church, but not in reference to Southern Baptist entities. “No Southern Baptist entity is autonomous in the way that the local church is autonomous. An entity of the Southern Baptist Convention is owned by the Southern Baptist Convention. Trustees are elected [by the SBC messengers] to exercise oversight on behalf of the SBC, not on behalf of the entity.”

When it comes to other entities, including the Executive Committee, Land said they are autonomous.  “There is no vertical structure.”

In James L. Sullivan’s book, Baptist Polity–As I See It, the former SBC president and CEO of the Baptist Sunday School Board wrote, “Level applies only when local churches and denominational units are referred to in their relationships.  At that point, the church should be recognized always as the highest level.  All denominational units must exist and serve in a way subject to the joint wishes of participating churches.”

While Golden Gate Baptist Theological Seminary President William Crews finds most of Kelley’s paper to be a correct reflection of Baptist polity as he has known it, he does not share the concern over sole membership.  “I have never had any doubt as to who owns Golden Gate Seminary.  It has belonged to the SBC since 1950,” he told the TEXAN, noting that the school’s trustee board is elected by the Convention.

Midwestern’s president, Phil Roberts, added, “I am thoroughly committed to the proposition that the sole owner of MBTS is the Southern Baptist Convention.  That concept I affirm with all of my being,” he stated.  “Dr. Kelley’ concern, in light of Louisiana law, is the concern that the Executive Committee could supersede the NOBTS board of trustees.  Obviously, that would violate SBC polity.”

Tasked with responsibility to handle the business of the SBC between annual meetings, Crews said a “runaway” Executive Committee could exert unusual influence over the institution, but he finds that highly unlikely.  “There would always be the opportunity of recourse to the SBC in session to prevent any kind of unwarranted action,” he said, adding that such an unlikely occurrence could have happened prior to the sole member change as well.

Sullivan warned that the SBC’s Executive Committee is a point at which centralization “could occur and gradually evolve into a high level authority unintended by the body.”  He wrote, “This is why the convention has an Executive Committee instead of Executive Board,” he said, reminding that Executive Committee actions require Convention approval.

“Bottom line is that I am quite comfortable with SBC ownership of GGBTS,” Crews told the TEXAN.  “I may not always agree with Executive Committee, but that appears to me to be the Baptist way of doing business.  I have no regrets in the action we took adopting the sole member amendment.”

Similarly, Draper told the TEXAN that he wanted to be sure everyone knew that the entity he leads is ultimately accountable to the SBC.  “There are clear legal limits to the rights of the ‘sole member,’ he said.  “It clarifies the ultimate ownership of our entities, but does not give any additional liberties that were not held by the convention prior to our action.  Draper turns to a short history of the Sunday School Board written in 19114 by its first president, J. M. Frost, for clarification.  “‘The Sunday School Board, with all of its holdings as in all of its operations, is answerable to the Southern Baptist Convention.  It is chartered under the laws of Tennessee as to its corporate life and business, but is made dependent by the very terms of the charter upon the Convention as its governing power and the source of its life and activity,'” he quoted Frost as writing.

With SBC entities spread out across nine different states, the language of articles of incorporation must fit the conditions of particular state laws.  In the case of Louisiana, laws that are based on Napoleonic law (instead of English common law) regard a sole member as having broader power than the other 49 states.  This interpretation underscores Kelley’s concern that the Executive Committee request favors connectionalism in the state where NOBTS operates.  That argument prompted sympathy from many of the SBC entity leaders who consider Kelley’s situation unique.

“As with any unfamiliar terminology, there may continue to be some misunderstandings, fears and unjustified adverse reactions about sole membership,” Boto insisted.  He places “the fear that connectionalism has anything to do with the use of sole membership by the SBC” in those categories.  “I pray that NOBTS will see sole membership for while it is–an operating model that tracks our Baptist polity perfectly, affording significant additional benefits to both the SBC and to the seminary, with no negative attributes at all.”

Still, Kelley remains convinced that he is not exaggerating what could be the long-term effects of sole membership.  “I am worried that we could get to the point in which dissent or creative thought is discouraged in convention proceedings,” he told the TEXAN.  “What a tragedy that would be, for the conservative Resurgence itself was a movement of dissent from the status quo.  When we guard the opportunity for differing opinions, we keep ourselves open for renewal when God knows we need it,” he added.

“There are Episcopalians, Methodists, and members of other denominations that are working very hard for their own version of a Conservative Resurgence, but connectional polity makes it very difficult.  Connectional polity makes it much easier for the people at the top to preserve the status quo.  Autonomous organization, rooted in the centrality of the local church rather that the positional authority of leaders, makes it easier for revival to shake up the status quo.  That is why I am and ever will be an advocate for the Baptist way.”