Southern Baptist Convention messengers joined the “sole membership”
debate last week, respectfully requesting that New Orleans Baptist Theological
Seminary adopt that model of corporate organization.
Southern Baptist Convention messengers joined the “sole membership”
debate last week, respectfully requesting that New Orleans Baptist Theological
Seminary adopt that model of corporate organization.
The action is the latest in an ongoing saga regarding the school and how it
will tie itself to the convention.
Since 1997, Southern Baptist leaders have sought to tie entities more closely
to the denomination. Their motivation has been to ensure that no entity could
follow the lead of some state agencies and leave the control of the convention.
Their chosen tool for accomplishing this has been a legal structure in which
an entity alters its charter to make the convention the “sole member”
– or single controlling member – of the corporation.
Thus, the convention has ultimate – but specific – authority. As
designed, the entity then cannot leave the denominational fold without explicit
convention approval.
So far, all convention entities have agreed to the sole membership structure
except one – New Orleans Seminary.
Last fall, after extensive study, seminary trustees declined to adopt the sole
membership model, citing legal and Baptist polity concerns.
Seminary leaders have argued sole membership could be used by the SBC Executive
Committee to exert undue authority over the school; is a problem because of
the unique nature of Louisiana law; would increase liability for the convention;
and violates historic Baptist polity.
Still, even in rejecting the sole membership model, the seminary committed
itself to finding an alternative that would secure its ties to the convention.
However, Executive Committee leaders have continued to push for the school
to accept the sole membership option.
Instead, seminary trustees voted this spring to develop an alternative and
present it – and the sole membership option as well – to the 2005
convention. Whichever option messengers chose would be accepted.
However, last week, Executive Committee members voted to bring the issue to
messengers of this years annual meeting. New Orleans Seminary President
Chuck Kelley previously has said the school would respect any request from convention
messengers regarding the matter.
Thus, despite pleas from Kelley last week to delay action, messengers voted
3,579 (63.5 percent) to 2,059 (36.5 percent) to ask the seminary to fall into
line.
Southern Baptist Convention lawyer Jim Guenther told messengers that he believes
sole membership is compatible with Louisiana law and that its adoption would
prevent the seminary from distancing itself from the convention.
“This recommendation is not rooted in suspicion,” Guenther said.
“The Executive Committee members do not believe this seminary board would
ever flee the convention. I personally believe – and the Executive (Committee)
members believe – that the present trustees of that seminary are honorable,
loyal Southern Baptists.
“But the time to close the barn door is before there are any horses to
get out. The time to act is when the messengers and the trustees share a common
commitment.”
Kelley asked messengers for the extra year to work.
“You have not yet been given all the facts and the other side of the sole
membership story, and I have not been given enough time to explain the details
today,” he said. “The bottom line is that Louisiana law is different
than that of other states, and that difference makes sole membership more harmful
than helpful for the SBC.”
Kelley also said some Southern Baptist Convention agency heads have indicated
they are having second thoughts about the sole membership model.
New Orleans Seminary trustee Chair Tommy French spoke from the floor, urging
messengers to vote against the recommendation. French asserted that under Louisiana
law, sole membership will not allow the convention and New Orleans trustees
to share in the governance powers.
“When the Louisiana Baptist Convention made the move to protect its entities,
it did not adopt sole membership in the state of Louisiana under Louisiana law,”
noted French, pastor at Jefferson Baptist Church in Baton Rouge.
However, Guenther countered that sole membership is compatible with Louisiana
law. “As your lawyers, we disagree (with New Orleans Seminarys arguments),
and our Louisiana law firm disagrees,” he said. “Both law firms are
confident that sole membership works in Louisiana.”
Guenther also discounted arguments that sole membership would result in the
Executive Committee having more power. The sole member would be the convention,
not the Executive Committee, he said.
“Its not about changing the historic covenant between the convention
and the seminary,” Guenther said. “It is about sealing that covenant.”
New Orleans Seminary trustee Tom Johnson of Missouri argued that adoption of
the sole membership recommendation would result in micromanagement.
“Every time a Southern Baptist entity doesnt agree with the Executive
Committee, are we going to have a motion to instruct its entity to do what its
told?” Johnson asked. “Give us a chance to do what you have elected us
to do. Please do not micromanage each of your entities and instruct us how to
do our jobs.”
However, Wiley Drake of California spoke in favor of the recommendation. “We
need to be in charge of our seminaries,” he said. “Thats not
micromanagement. That is management by individual pastors and people alike.”
Kelley noted the Executive Committee itself had not yet adopted sole membership.
In light of that, he asked that the seminary be given the extra year to work.
However, Guenther said that the Executive Committee has plans for acting as
soon as changes in all the other entities are in place. In that way, Executive
Committee changes can mirror those of each entity.
A show-of-hands vote on the sole membership recommendation was deemed too close
to call. However, the ballot vote proved to be an almost two-to-one margin.
The approved recommendation asks New Orleans Seminary trustees to adopt sole
membership at their October meeting. It calls for the board to specify that
the convention has the right to elect and remove the seminarys trustees;
to approve any amendment of the charter adopted by the board of trustees; to
approve any merger, consolidation or change in the entitys charter; and
to approve the sale, lease or other disposition of the corporations assets.
The recommendation approved last week also asks that the new charter “confirm
the seminary boards right to otherwise govern the institution.”