NEW ORLEANS (ABP) — After months of sometimes pointed discussion, New Orleans Baptist Theological Seminary trustees agreed Oct. 13 to adopt proposed charter amendments designed to tie it securely to the Southern Baptist Convention — but with some reservations.
Spending 90 minutes in a closed-door session, seminary trustees essentially acceded to the request of messengers to the 2004 national convention to adopt a “sole membership” model of corporate organization proposed by the SBC Executive Committee.
At the same time, however, trustees asked seminary President Chuck Kelley to report concerns regarding the sole membership model to convention messengers who must give final approval to the changes at the 2005 annual meeting next June in Nashville, Tenn.
The model makes the convention the “sole member” — or single controlling member — of the seminary corporation and outlines the specific rights entitled. It is intended to prevent the seminary — and other convention entities — from arbitrarily acting to distance itself from the denomination, as some state convention entities have done in recent years.
Since 1997, Southern Baptist leaders have sought to secure its entities by having them adopt sole membership charters. In so doing, they grant the convention ultimate — and specific — authority. As designed, a “sole member” cannot leave the denominational fold without the approval of convention messengers.
Prior to this week, all convention entities had agreed to the sole membership structure except New Orleans Seminary.
Last fall, after extensive study of the matter, trustees at the New Orleans school declined to adopt the sole membership model, citing legal and Baptist polity concerns. They argued sole membership eventually could be used by the Executive Committee to exert undue authority over the school; would be a problem because of the unique nature of Louisiana law; would increase legal liability for the convention; and violates historic Baptist polity.
Executive Committee leaders insisted the concerns are unfounded. They asserted the sole membership model can work in Louisiana, that it actually strengthens the convention's liability protection and simply represents a legal solution to a legal problem.
Seminary leaders have not been convinced. But even in rejecting the sole membership model, they committed to finding an alternative that would secure its ties to the convention. Last spring, leaders agreed to bring a pair of options — including a sole membership proposal — to the 2005 convention for messengers to decide the issue.
But Executive Committee members wanted to bring the issue to Southern Baptist Convention messengers this year, and at the annual meeting in June messengers voted 63.5 percent to 36.5 percent to ask the seminary to adopt the sole membership model as proposed by the Executive Committee.
Under the sole membership model, the convention holds the right:
— To determine the qualification of trustees
— To determine the term of office for trustees
— To determine the number of trustees
— To elect and remove trustees by vote of messengers
— To “approve an amendment of the articles of incorporation adopted by the board of trustees but to refrain from exercising any right to unilaterally amend the articles”
— To approve any merger, consolidation or dissolution or change in the seminary's state of incorporation
— To approve the sale, lease or disposition of seminary assets
— To approve the establishment of any seminary subsidiary on the acquisition of the same
— To be free from any assessment or the levy of dues
Executive Committee leaders said the rights are not new — but the sole membership model is a way of specifying them legally.
At their meeting, seminary trustees voted to adopt the model, but also offered a second motion asking its executive committee and legal counsel to review a document outlining concerns. The document is to be presented to trustees for final approval before the scheduled April 2005 meeting.
Adoption of the two motions were announced in open session of the board meeting without comment from leaders. However, trustees did discuss the issue with SBC Attorney Jim Guenther, who was present for the session.
Guenther reiterated the belief of Executive Committee leaders that the sole membership model increases legal immunity for the convention. He explained that by spelling out exactly what the rights of the sole members are, the convention then cannot be held liable in cases that fall outside those assigned areas. He also noted that Louisiana law stipulates the member of a corporation cannot be held liable simply because it is a member, a protection that currently does not exist.
Still, trustees questioned why the Executive Committee acted at the 2004 convention instead of allowing the seminary to propose other possibilities.
Guenther said the Executive Committee felt a need to ensure its sole membership proposal would be presented to messengers, and that Kelley had been unable to give that assurance prior to the 2004 convention.
“The Executive Committee was confronted with the realization that unless there was a specific request made by the Southern Baptist Convention to ask this (seminary) body to adopt a charter containing that specific language (of the sole membership proposal), then we had no reason to believe that in 2005, a charter the Executive Committee would approve would be before the Southern Baptist Convention,” Guenther said.
Kelley noted he had not been able to assure convention leaders that the exact Executive Committee proposal would be presented simply because the seminary leaders and trustees had not finished their work on the issue. However, he also said he pledged to them that a sole membership option he felt certain the Executive Committee could embrace would be proposed in 2005.
“They just had to make a call. Did they want to trust us to be able to do that in 2005 and see what was brought or did they want to mandate that one particular (proposal),” Kelley said.
Following the meeting, Kelley emphasized the trustee action is exactly what the convention messengers asked them to do. He said trustees empowered convention leaders to work out possible minor stylistic word changes in the charter document. He also emphasized that nothing of substance is involved in the possible changes and that trustees made it clear their approval of the sole membership model stands even if those minor changes are not made.
At the same time, seminary leaders and trustees are convinced the sole membership model is flawed in regards to use in Louisiana, Kelley added.
In light of that, the seminary opted to fulfill the request of the convention — while stating the reservations that are present — and allow messengers to the 2005 annual meeting to decide the issue, he explained. Kelley indicated the seminary will release its concerns in written form well before the annual meeting next June.
“We're going to express our concerns with our report (to the 2005 convention), …” Kelley said. “It won't be lengthy. It won't be controversial. It won't be hostile. We're just going to say — 'If this is what you want, it's all ready for you to do and will be filed immediately with the state. But before you take your final vote, please be aware we have these concerns.'”
The seminary leader also said the process between the Executive Committee and the seminary has been disappointing.
“Our biggest disappointment in this process is that the Executive Committee has not allowed its own trustees to consider any alternative way to accomplish this, nor have they allowed the messengers of the SBC to consider an alternative way to accomplish this,” he said.
Kelley voiced regret that messengers largely received only one side of the story at the 2004 convention. “I believe completely that the (convention) messengers make the final decision,” he said. “But I do not think the messengers were well served at the 2004 convention because they were only told one side of the story. … We just wish they had been better informed.”
Kelley again expressed his polity concerns that the sole membership change eventually could lead to an unhealthy consolidation of power by the Executive Committee over the convention agencies. He said that fear has been fed by the way the process has been handled with the seminary.
“If the Executive Committee staff would have said, 'Show us an alternative proposal,'” he noted. “If they had said, 'Well, if you want to present an alternative to the SBC, go ahead. We'll tell them why we don't like it. You tell them why you like it. Let's let the messengers decide.'
“But, as you heard (from the SBC attorney) they weren't sure what kind of proposal we were going to make,” Kelley continued. “They wanted to be sure it was a proposal they controlled, so they literally took action to prevent us from putting a proposal before the messengers that they might not like. Well, I think that's a decision for the messengers, not the Executive Committee, because we are subject to the convention messengers and so should they be.”
Despite the ongoing disagreement, Kelley emphasized that seminary trustees trust the Executive Committee and its leaders and are working with them in a variety of ways, which included the unveiling of an innovative course to help inform all New Orleans Seminary students about the Southern Baptist Cooperative Program.
Kelley said he hopes the action of the seminary trustees puts to rest all rumors that the seminary was seeking to distance itself from the convention. He stressed that their concerns were ones that had been confirmed by numerous Louisiana attorneys and that even the Louisiana Baptist Convention chose not to adopt a sole membership model with its agencies because of such concerns.
“In the state of Louisiana, sole membership is not a good mix for Southern Baptists for a variety of reasons,” Kelley said. “We have never been trying to protect ourselves from the SBC or distance ourselves from the SBC. We are very, very passionate about our relationship with the SBC, and we desire to be the most Southern Baptist place on the face of the earth.
“What we wish is that, as an entity of the Southern Baptist Convention, we have access to the messengers of the Southern Baptist Convention,” the seminary leader continued. “And if we happen to have a disagreement with the Executive Committee, let's just get it all out on the table and let's let the messengers of the SBC decide. And whatever they decide — we're going to live with, they're going to live with, let's go forward.
“Our frustration with this process is that there has not been an opportunity for us to put on the table the concerns we have and maybe an alternative way of accomplishing the same thing.”
Executive Committee President Morris Chapman disagreed with Kelley's assessment of events, indicating New Orleans Seminary had been given opportunity to make it's case both to the Executive Committee and to messengers at the annual meeting.
“Over the last year, Dr. Kelley was invited to address the Executive Committee in a plenary session and he spoke at length to its members,” said Chapman. “Last summer he was invited to state his opinions to the messengers attending the 2004 Southern Baptist Convention during the Executive Committee's own report time and in fact, was given the last word.
“Dr. Kelley publicly has given his opinions multiple times,” he continued. “I'm thankful his trustees have indicated they will adopt sole membership and I look forward to moving ahead on this matter as well as working together to advance our Southern Baptist witness.”
Chapman said all other entities readily and graciously agreed to work with the Executive Committee in adopting sole membership and the process each time was a cordial discussion between the Executive Committee and the various entities.
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