Updated June 23
NASHVILLE, Tenn. (BP)–Southern Baptist Convention messengers June 21 approved the adoption of sole membership for New Orleans Baptist Theological Seminary, ending a lengthy process that saw the seminary and the Executive Committee engage in a public disagreement.
The corporate model, which amends the seminary’s charter, seeks to clarify in legal language that the Convention owns the seminary. It passed by a margin of 78-21 percent, with 5,627 messengers voting for it and 1,528 voting against. New Orleans was the last SBC seminary to have adopted sole membership.
Messengers also approved the adoption of sole membership for the Executive Committee, meaning that every SBC entity now has adopted the corporate model.
New Orleans Seminary representatives had expressed concern with sole membership, saying it is incompatible with Louisiana law and would lead to centralized control by the Executive Committee. SBC and Executive Committee representatives disagreed on both counts, saying that SBC messengers — and not the Executive Committee — would have ultimate control over the seminary.
“[Sole membership] will guarantee that the seminary will remain Southern Baptist,” SBC attorney James Guenther told messengers. “… The [seminary] trustees will not ever be able to take any action which will defeat the Convention’s rights.”
Speaking to messengers, NOBTS President Chuck Kelley said he had “serious reservations” about sole membership but that messengers “must always have the decisive voice in any Convention discussion.” He added he did not believe the disagreement between the seminary and the Executive Committee was over whether the SBC owned the seminary.
“We’re only discussing what is the best way for that ownership to be expressed in light of Louisiana law …,” he said.
The seminary, Kelley said, is committed to the Convention and to the conservative resurgence.
The disagreement over sole membership went public on the floor of the Convention last summer, when messengers passed an Executive Committee recommendation requesting New Orleans Seminary trustees adopt the model. Trustees complied with that request in October, adopting sole membership while asking seminary officials to state their reservations to Convention messengers at the annual meeting. The trustees’ adoption of sole membership required messengers’ approval for it to become official.
Kelley spoke more than 12 minutes, expressing his concerns.
“Louisiana law differs significantly from that of the states in which other SBC entities are located,” he said. “… This is one reason why we have not done what the other entities have done.”
The adoption of sole membership, Kelley said, would increase the liability of the Southern Baptist Convention, endangering Cooperative Program dollars.
“The interpretive decision of a Louisiana judge … will determine the possible liability of the Southern Baptist Convention in Louisiana.
“If a fire occurred resulting in a number of injuries, people might sue the seminary for damages,” Kelley said. “It is highly likely they would also sue the Southern Baptist Convention, saying that as sole member of the seminary’s corporation the SBC was negligent in its oversight of the seminary.”
Guenther, though, said Louisiana law is “no impediment” to sole membership. If a conflict existed between the two, he said he would be obligated to say so.
“It is our law firm that defends the Southern Baptist Convention,” Guenther said. “… Are we going to recommend to you that you approve a charter which makes our task more difficult?”
Guenther made a parallel to being a member of the Red Cross.
“If you are a member of the Red Cross, a nonprofit corporation, you’re not personally responsible for the debts and wrongdoings of the Red Cross,” he said. “If the Convention is a member of a nonprofit corporation in any of these states — including Louisiana — the Convention is immune from the liabilities….”
Guenther also rejected assertions that sole membership would result in more power for the Executive Committee. He pointed to the language of the proposed sole membership amendment, which states that the Southern Baptist Convention, a Georgia corporation, would become the sole member of the seminary. (The SBC was founded in Georgia in 1845.) The Executive Committee is a Tennessee corporation.
“Dr. Kelley has rung the alarm bell of centralized control, which every messenger of this Convention is opposed to,” Guenther said. “This charter has nothing to do with centralized control. … It is simply not true. It is a myth. The Southern Baptist Convention is one corporation, and the Executive Committee is another corporation. The Southern Baptist Convention will be the member — not the Executive Committee.”
C.J. Bordeaux, a messenger from Hillcrest Baptist Church in Monroe, N.C., and an Executive Committee member, spoke from the floor for sole membership.
“This word centralized denomination is a scare tactic. There is no truth to that whatsoever,” Bordeaux said. “We’re only seeking to do what is best for the Southern Baptist Convention.”
Kelley disagreed.
“[O]ther SBC leaders, educators, pastors and church members feel sole membership is a step toward the centralization of control authority,” Kelley said. “It is not the size of the step but the direction of the step which causes our concern.”
He pointed to a story the seminary submitted to Baptist Press, in which Kelley said BP “refused to print a brief statement from the trustees … explaining to Southern Baptists why they did not want to do sole membership.”
“Whatever you think about this issue, denying a messenger-elected board of conservative trustees the opportunity to communicate with Southern Baptists was not right,” he said.
But Will Hall, executive editor of Baptist Press, said the information was published. The seminary submitted a “lengthy wrap-up story,” Hall said, and Baptist Press removed the sole membership paragraphs in favor of writing a lengthier, separate story about the controversy.
“[W]e actually wrote a full and comprehensive report that went with the report that they submitted to us,” Hall said as he encouraged Southern Baptists to visit BP’s website and read the sole membership articles by typing “sole membership” into the search function.
“I think you can find out for yourself that we have been fair and balanced and comprehensive in our coverage,” Hall said.
Kelley said seminary attorneys have advised him that sole membership could be “an irreversible change.”
“[But] with minor changes in our present charter, many legal experts think Louisiana law will protect Convention rights without the risks of sole membership,” Kelley said, adding that the seminary “was not allowed to present an alternative” to sole membership.
Tommy French, pastor of Jefferson Baptist Church in Baton Rouge, La., and a New Orleans Seminary trustee, spoke from the floor against sole membership. The Louisiana Baptist Convention’s entities, he said, steered clear of sole membership because of legal concerns.
“It is the Louisiana law we’re worried about,” French said.
Guenther, though, said the Louisiana Baptist Convention did not use sole membership because the LBC “is not a corporation.”
“It is an unincorporated association, and an unincorporated association in Louisiana may not be the member of a nonprofit corporation. The Southern Baptist Convention is a corporation. It can be the member of a nonprofit corporation.”
New Orleans Seminary, Guenther said, offered only one alternative to sole membership, which included setting up a new corporation in Georgia, through which the SBC would exercise its control.
“We’ve been at this matter for 10 years. … We rejected that proposal,” Guenther said. “We thought it was unnecessary to go to Georgia.”
Including French, six messengers spoke on the issue, with three speaking for sole membership and three against.
David Tolliver, a messenger from Pisgah Baptist Church in Excelsior Springs, Mo., asked the messengers to “remember Baylor” — the Texas college that broke away from the Baptist General Convention of Texas.
“I remember Baylor, and I remember the five entities in the Missouri Baptist Convention,” he said, referencing the five breakaway entities that are in a legal battle with the Missouri Baptist Convention.
Gary Urich, a messenger from Southern Hills Baptist Church in Bolivar, Mo., said the five breakaway entities in Missouri have participated in “legal gymnastics.”
“Let us make the legal ties as clear as possible and vote for sole membership,” he said.
But Kelley disagreed with the comparison to breakaway Baptist colleges.
“In most cases the entity head was playing a major role in the selection of his own trustees,” he said. “In most cases the Cooperative Program did not provide a significant portion of the entity budget. The relationship between state entities and state convention is so different than that between the SBC and SBC entities. It’s like comparing apples and oranges.”
Kelley said the seminary and the Executive Committee “completely agree” that the seminary “is and always [should] be an entity of the SBC” and that both are committed to the conservative resurgence.
“The only disagreement is over the best way to secure the relationship between the seminary and the convention until Jesus comes back,” Kelley said.
Morris H. Chapman, president of the Executive Committee, said that while the Southern Baptist Convention, local churches and state convention are autonomous, entities are not.
“The issue is one of ownership,” Chapman said. “The question to you, the messengers, is do you or do you not believe the Southern Baptist Convention should own the entities that receive Cooperative Program funds?”
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