EC asks New Orleans Seminary to adopt sole membership
Talking it through |
SBC attorney James Guenther, right, and New Orleans Seminary President Chuck Kelley, left, field a question during the Executive Committee's discussion and debate prior to a vote requesting that the seminary's trustees join the SBC's other entities in making the convention the "sole member" of the institution under corporate law. At center is Executive Committee chairman Gary Smith.
by Morris Abernathy.
The vote |
After a two-hour discussion and debate, Executive Committee members approved, with only two dissenting votes, a request to ask trustees of New Orleans Seminary to join the SBC's other entities in making the convention the "sole member" of the institution under corporate law.
by Morris Abernathy.
Posted on Feb 18, 2004 | by Michael Foust
NASHVILLE, Tenn. (BP)--Capping a two-hour discussion that focused on corporate law and Baptist polity, Executive Committee members asked New Orleans Baptist Theological Seminary trustees Feb. 17 to make the Southern Baptist Convention the "sole member" of the seminary.
The request, made through a resolution that had only two dissenting votes, asks New Orleans trustees to adopt the legal corporation organizational model known as sole membership at their board meeting this spring.
Every Southern Baptist entity with the exception of New Orleans has adopted the model since the late 1990s, when discussions began. Last October New Orleans trustees unanimously chose not to adopt the model.
Although complicated in many ways, the issue could affect whether seminary trustees in the future could attempt to break away from the convention. Both sides in the discussion say that the sole membership model would clear up any ambiguity, preventing such an effort.
New Orleans Baptist Theological Seminary President Chuck Kelley told Executive Committee members that while he has concerns about the model, if the convention requests that sole membership be adopted, it will be.
Both Kelley and Southern Baptist Convention attorney Jim Guenther presented their case to Executive Committee members -- Kelley arguing against sole membership, Guenther arguing for it.
While the discussion was civil, the two men differed on several key points. Among them:
-- Whether sole membership violates Baptist polity.
-- Whether sole membership would result in increased liability for the SBC.
-- Whether Louisiana law is compatible with the sole membership model.
-- Whether the Executive Committee would have any control under the model.
"We don't have concerns about anybody who is living right now," Kelley said. "We have concerns about the future. ... [The concerns] are about what would happen if there were an Executive Committee that one day would be controlled by moderates and would have a desire to undo the conservative resurgence or to take Baptists in another direction."
Kelley added that "from time to time" in the history of the convention there has been a concern about "centralization of authority." He said the fear is "inevitable" because the Executive Committee controls the "purse strings."
Guenther, though, said the Executive Committee would not have any control under sole membership. The Southern Baptist Convention, not the Executive Committee, would be named the sole member of the seminary, he added. Executive Committee chairman Gary Smith added that the committee "absolutely has no authority over any entity."
"Any recommendation now or in the future must be approved by the Southern Baptist Convention," Smith said. "So there would be no way in our bylaws 50 years from now [that] we could ever approve anything that is not approved by the convention."
Guenther emphasized that the convention's messengers are the ultimate authority.
"To express a fear of the messengers is to express a fear of the ultimate authority in this denomination," he said. "It is the messengers who constitute the annual meeting, who are the link between the churches, who make all this possible."
Kelley said there "is no way" that New Orleans Seminary would want to or could break away from the convention.
"It is impossible for us to leave the Southern Baptist Convention today if we wanted to," he said. "Number one, our trustees would absolutely refuse to do it. No more than Morris Chapman could lead this board out of the SBC could we do it with ours. They're just like you. Secondly, it's a fiscal impossibility -- 50 percent of our operating budget comes from [the Cooperative Program]. ... So what is the urgency that requires a response by June?"
At one point Executive Committee Bruce Martin stood up and said that any "walk-away" loophole needs to be closed.
"If you have an option to walk away 50 years from now, that means you have the option to walk away today," Martin said. "And that means that we as Southern Baptists have a responsibility to make sure that you don't have that option. We don't think, I don't think, that any entity has a walk-away option from Southern Baptists. If you do, that loophole needs to be closed."
Kelley responded by saying New Orleans officials "don't think we have walk-away control right now."
"Our desire from the very beginning has been to strengthen the relationship," he said. "We're not trying to leave ourselves a loophole. We don't have one now."
Much of the discussion centered on the findings of an independent lawyer hired by New Orleans Seminary to study the issue. Executive Committee officials and New Orleans Seminary officials met together days before EC's Feb. 17 meeting to listen to the lawyer's conclusions.
Guenther said the lawyer left open the door that it is legally possible for New Orleans Seminary trustees to walk away from the convention. Guenther said he disagrees with the lawyer's conclusions but added, "It's this ambiguity we're trying to eliminate by the plan." One Executive Committee member asked Kelley if sole membership would shut the door on such an unlikely possibility.
"Yes," Kelley said, before adding that Executive Committee members were "coming halfway into" the discussion. "It is a process that is not complete." Kelley said he would prefer to find "an alternative" that is acceptable to both sides.
On another issue, Kelley said the independent lawyer believed "there would be a greater liability for the Southern Baptist Convention" under sole membership. But Guenther said that he's "satisfied that we're going to be better off from the point of view of ascending liability as the sole member."
Last year Kelley wrote a paper on sole membership and its relation to Baptist polity. In it he asserted that the two conflict and that sole membership infringes on historical Baptist polity. A responsive paper was written by David Hankins, vice president for Cooperative Program, SBC Executive Committee. Both papers are available at www.baptist2baptist.net.
Kelley told Executive Committee trustees that retired Texas Judge Paul Pressler and Southwestern Baptist Theological Seminary President Paige Patterson looked at the paper and encouraged him to take his stand. He also said that Patterson, Annuity Board President O.S. Hawkins and Midwestern Baptist Theological Seminary President Phil Roberts looked at the paper and said they wished "they could have thought about those things earlier."
"[But] they in no way indicated that they wanted to come back and ask you to reconsider their decision," Kelley said.
Guenther said that the convention has previously stated its intent with regard to its entities.
"The Southern Baptist Convention decided a long time ago that it means to own and control its entities," he said. "Sole membership accomplishes that goal. It fits our polity."
During the discussion on his fear of centralization Kelley was asked by Smith, "What purse strings do we control?"
Kelley gave one example of what he said underscores his fear. The example involved an October Baptist Press story that reported the action on sole membership by the New Orleans trustees. Kelley said an item that New Orleans officials wanted included in the story was omitted.
Smith, the Executive Committee chairman, responded by saying that the story subsequently was reviewed by a neutral Baptist state newspaper editor who said the story was balanced.
Kelley said that if convention messengers ask for the adoption of sole membership, the "discussion's over."
"If the Southern Baptist Convention asks us to make this change, the discussion's over, because we're not doing anything at all to attempt to walk away or to preserve the ability of the institution one day when somebody else is here to walk away," he said. "That's not our intent at all."
Smith labeled the division a "disagreement" but added that the discussion over recent months has not been "done in a hateful way." He said there is unanimity among both sides that New Orleans Seminary will "always be a part of the Southern Baptist Convention."
"We're all on the same page to do the right thing," he said. "We have never felt like there are impure motivations out of anybody."
(BP) photos posted in the BP Photo Library at http://www.bpnews.net. Photo titles: TALKING IT THROUGH and THE VOTE.