Seminary attorney provides documents from closed session
NASHVILLE, Tenn. (BP)--New Orleans Baptist Theological Seminary attorney Don M. Richard issued a letter to Southern Baptist Convention attorneys Nov. 10, providing documentation about sole membership language approved by seminary trustees during a closed executive session Oct. 13.
Previously, the exact nature of the actions taken in the closed session was unclear, even though the trustees publicly released two motions that they had approved.
The news is significant because it signals NOBTS compliance with the request by SBC messengers at the 2004 annual meeting that the seminary adopt sole membership at their "October, 2004, meeting" by amending the seminary's charter.
Richard also indicated trustees had abandoned interest in offering alternatives. Seminary president Chuck Kelley previously had stated that other options would be placed before messengers next June.
"When the trustees of NOBTS met in executive session and voted on this matter all of the trustees had before them several proposed charter amendments," Richard wrote in the letter, which was addressed to SBC attorney Jim Guenther. "All proposed charter amendments were rejected with the exception of the proposed charter amendment sent to the Seminary by the executive committee of the SBC several years ago."
Richard noted that the seminary also intends to repeat previously expressed concerns, about polity and Louisiana law, when the amended charter is presented for consideration at the 2005 SBC annual meeting in Nashville, Tenn.
The language adopted during the executive session is the "exact charter that was proposed" by the Executive Committee, Richard said.
"... However, the trustees passed a further motion which directs the executive committee of NOBTS and undersigned counsel to draft reservations which were expressed by the trustees for presentation for the 2005 convention once they are finally approved by the NOBTS Executive Committee in December of 2004."
In recent weeks, by exchanging letters, attorneys for both the seminary and the convention have worked to reach an understanding. Augie Boto, general counsel and vice president for convention policy with the Executive Committee, said that as recently as Nov. 8, a letter had been received from Richard with suggested wording changes to a proposed charter amendment.
"That letter," Boto said, "as well as the wording of the motions, both seemed to couch the approval as conditional on subsequent events or yet-to-be-determined language."
The Richard letter received by SBC attorneys on Nov. 8 offered "some language changes which were submitted to us by our retained expert Dick Wolfe of Jones Walker" and indicated that the finished product would be presented in coming weeks, "no later than December." But Richard's most recent letter -- with the news that trustees did indeed adopt sole membership while in closed session -- may indicate that a resolution is at least one step closer.
"I see no reason why the Executive Committee cannot review the material in February, and make a formal recommendation to the messengers in June regarding the specific language that the NOBTS board has approved," Boto said.
New Orleans trustees passed two motions at their Oct. 13 meeting, making both public that day. One, which passed 35-1, read:
"The New Orleans Baptist Theological Seminary Board of Trustees move[s] to propose to the Southern Baptist Convention the amendment to our charter requested by the convention in Indianapolis, Indiana in 2004 regarding sole membership, as outlined by the Executive Committee of the Southern Baptist Convention, with the attached reservations regarding legal and polity concerns and possible minor language adjustments to which the Executive Committee of the Southern Baptist Convention would agree. We further move that the New Orleans Baptist Theological Seminary President explain the reservations to convention messengers at the Southern Baptist Convention in Nashville, Tennessee in 2005."
The trustees unanimously approved a second motion that read:
"That the reservations regarding the legal and polity concerns be referred to the New Orleans Baptist Theological Seminary Executive Committee and to the New Orleans Baptist Theological Seminary's legal counsel for further review with the final document being presented to the full Board before the April 2005 meeting."
Sole membership is a legal mechanism that allows a parent organization to establish its ownership (as sole member of the corporation) of a subordinate entity while setting limitations to the parent entity's control, thereby limiting the legal liability of the parent for the subsidiary.
The other five SBC seminaries previously have adopted sole membership, as have the North American Mission Board, International Mission Board, LifeWay Christian Resources, the Ethics & Religious Liberty Commission and the Annuity Board (doing business as GuideStone Financial Resources of the Southern Baptist Convention). But New Orleans Seminary representatives have resisted, saying that sole membership violates Baptist polity and also is incompatible with Louisiana law. However, NOBTS officials also have stated that the seminary would adopt sole membership if the messengers requested it. The SBC messengers did so last June by a vote of approximately a two-thirds majority. A vote approving the seminary's revised charter at this year's annual meeting is now all that remains before the new governing documents can be filed and made effective.
The articles of incorporation Richard attached to his Nov. 10 letter state, in part:
"The corporation shall have one Member, the Southern Baptist Convention, a religious nonprofit corporation chartered by act of the Senate and House of Representatives of the State of Georgia. The membership of the Southern Baptist Convention shall not be cancelled except by the amendment of the articles of incorporation with the consent of the Southern Baptist Convention."
The Southern Baptist Convention is a Georgia corporation, founded in Augusta, Ga., in 1845.