September 17, 2014
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New Orleans trustees vote against 'sole membership'
Posted on Oct 10, 2003 | by Michael Foust

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NEW ORLEANS (BP)--Trustees of New Orleans Baptist Theological Seminary voted unanimously Oct. 7-8 not to change its articles of incorporation to name the Southern Baptist Convention as its "sole member," making the seminary the lone SBC entity not to do so.

The board, however, approved a motion reaffirming its "deep and abiding commitment to the Southern Baptist Convention."

Since the mid-1990s, the entities have been amending their respective articles of incorporation in order to make the SBC what is called in legal terms their "sole member."

Proponents of the process say that sole membership will primarily do two things. First, it will explain the legal relationship between the convention and its entities in terms with which modern courts are familiar, thus saving time, paperwork and money in court cases. Second, it will prevent an entity's board of trustees from doing what some college trustees have done in various states: breaking ties with the state convention by voting for a self-perpetuating board.

Under sole membership, SBC messengers have the same rights they have always had, such as: removing an entity's trustees, establishing their required qualifications and determining their term length. In other words, the list of sole membership rights would be limited to those historically retained by the SBC.

To accomplish sole membership an entity's board of trustees must vote to amend its articles of incorporation and SBC messengers must approve the changes.

In recent months New Orleans Seminary President Chuck Kelley has repeatedly voiced his support for the SBC and the conservative resurgence it has undergone theologically, but he has asserted that sole membership goes against what he says is traditional Baptist polity. He has published his position in a 15-page paper posted on a seminary website.

While SBC employees have been working with New Orleans officials on the issue for several years, this is the first time the matter has failed in a trustee board vote in any entity.

Executive Committee President Morris H. Chapman expressed disappointment in the outcome.

"I deeply regret that the New Orleans Seminary board of trustees has chosen to pass on this opportunity to secure that institution for SBC posterity," Chapman said in a statement. "Had the board adopted the Southern Baptist Convention as sole member it would have legally clarified the seminary's relationship to the convention, the seminary's parent corporation and benefactor.

"More importantly, as sole member, the Southern Baptist Convention could have more easily protected the Cooperative Program, the financial lifeline for all of our entities, from the avarice of today's new breed of aggressive litigators."

Chapman said a paper would be posted soon on www.baptist2baptist.net explaining the history of Baptist polity and the reasons behind sole membership.

"While we have never yet been shown any deficiencies in the sole membership corporate model," he wrote, "we can understand how misperceptions can persist, so perhaps further discourse among Southern Baptists can afford a comfort with, and an understanding of, sole membership's many benefits."

Kelley, in his paper, said he believes in the "objective behind the recommendation" but has "a profound problem with the proposed solution." He backs the current model of relationship between the seminary and the convention -- what he calls "organizational autonomy." Under this, he said, all entities are on a "level plane." In that model, Kelley said, the convention has what Kelley calls "decisive influence" -- it elects trustees who then influence seminary policy, but it does not have "operational control."

"To take such a step could start a fundamental change in historic Baptist polity and compromise our practice of organizational autonomy, one of the three major characteristics of our Baptist identity," he wrote.

Organizational autonomy was used to drive the conservative resurgence, Kelley argued.

"It took more than ten years, but the process worked," he wrote. "Conservatives did it the Baptist way. The most profound and significant course correction in the history of American Christianity was not a hard and fast power play, but rather a long, slow application of Baptist polity by Baptist people working to address a Baptist problem in a Baptist way."

But in a paper prepared by convention lawyers and given to NOBTS trustees in June, it was explained that the move is needed to protect the seminaries and other convention entities. The paper pointed to other states such as Georgia where Shorter College trustees voted to elect their own trustees, thus distancing the college from the influence of the Georgia Baptist Convention.

"The Shorter College and Missouri situations are the most recent evidence of the need to take advantage of the benefits the [sole membership] model obviously afforded in such situations," convention lawyers wrote.

Kelley described sole membership as a form of "connectionalism," which he defined as "direct lines of authority and control connecting the bodies and entities within a denomination." He acknowledged the present system has risks but asserted that the alternative has even more.

"The decision of Baylor and a few other state Baptist entities to disregard a covenant commitment and end the decisive influence of the Baptist body that founded them or adopted and sustained them is indisputable evidence of the risks associated with organizational autonomy," he wrote.

But, he added, "I prefer the risks of organizational autonomy to the risks of connectionalism," recommending other options be explored, such as having seminary trustees sign a covenant pledging their loyalty to the SBC or putting in place financial penalties in case the seminary ignores the will of the convention.

Kelley's use of the term connectionalism, reported in a Louisiana Baptist Message article, prompted an Executive Committee official, D. August Boto, vice president for convention policy, to write in a letter to the editor that "painting sole membership with the black brush of connectionalism is unjustifiable."

"For example, consider the absurdity of Broadman & Holman declaring that LifeWay Christian Resources could no longer be involved in its corporate governance because that would be connectionalistic and un-Baptistic," Boto wrote. "There is nothing 'un-Baptistic' about the convention wanting the documents of its entities to reflect that the SBC is the sole member of their corporations, entitled to pick their trustees, etc. None of these entities profess to hold sway over any local church - quite the contrary. Sole membership is merely a restatement, in corporate law language, of subsidiary governing principles our convention has always used."

The seminary board had expressed concern over the role the Executive Committee might play. In response, the paper by convention lawyers explained that under sole membership the Executive Committee cannot act for the SBC in exercising the convention's sole membership rights. Additionally, the paper said, the sole membership rights cannot be granted to the Executive Committee by a change in the SBC's constitution and bylaws. For that to happen, the letter said, the seminary's articles would have to be amended.

"Ecclesiastically, the Executive Committee's ad interim authority to act for the Convention is limited to those matters 'not otherwise provided for,'" the paper said. "Governance of NOBTS is 'otherwise provided for' when the Convention approves the Seminary's articles or incorporation which vests governance in the board elected by the Convention in all matters except for those powers which are enumerated and reserved for the Convention itself."

No one is ordering the change, the paper added.

"The Convention has not 'mandated' the change," it said. "Certainly, the Executive Committee did not 'order' the change. The Executive Committee commended the change to the other entities, explained the virtues of the model, and each agreed that the change served the interests of both the Convention and the entities. For the last several years Executive Committee staff has employed a fraternal, informal motif in requesting NOBTS to recognize the advantages of sole membership."

As to the seminary board's affirmation of commitment to the SBC, Chapman said, "We had no doubt that the seminary was committed to the SBC. In fact, the request for the updated language could only have been made of an ally. If, however, in 50 years those allegiances shift, requesting corporate document changes at that time would be impossible. And, of course, the board's expression of allegiance does not afford the clarity in the liability protections sole membership would provide. That the seminary and its board were all fully Southern Baptist was never in question."
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