Convention asks New Orleans Seminary to make the SBC its sole member_62804

Posted: 6/25/04

Convention asks New Orleans
Seminary to make the SBC its sole member

By Bill Webb

Missouri Word & Way

INDIANAPOLIS–Messengers to the Southern Baptist Convention annual meeting voted by a 2-1 margin to “respectfully request” that trustees of New Orleans Baptist Theological Seminary amend the school's charter, naming the Southern Baptist Convention as the seminary's “sole member.”

The recommendation was presented by the SBC Executive Committee and debated during the convention's opening session in Indianapolis. When a raised-ballot vote was too close to call, President Jack Graham called for a ballot vote.

Messengers denied pleas by New Orleans President Chuck Kelley and seminary trustees to delay the matter to allow them to bring to the 2005 convention both a sole-member proposal and a yet-to-be-determined alternative. The seminary board believes this would ensure convention ownership of the seminary but take into account the unique nature of Louisiana non-profit law and better protect Baptist polity.

Chuck Kelley

Executive Committee Chairman Gary Smith said the Executive Committee made the sole-member request of New Orleans trustees seven years ago and that the seminary had long been the sole holdout of the 11 SBC institutions.

Executive Committee leaders said the convention action is intended to ensure the right of the convention to continue to elect seminary trustees, to guarantee ownership of the seminary remains with the convention and to protect the Southern Baptist Convention from ascending liability.

Convention attorney James Guenther told messengers the charter change to name the SBC as the sole member of the seminary board ensures both entities will continue to enjoy their historic roles.

“The convention would clearly own the seminary and elect its board of trustees,” he said. “The board would then, as it does now, operate and manage the seminary.

“It's not about changing the historic covenant between the convention and the seminary; it is about sealing that covenant to make sure that a Baylor-like event does not occur in this convention.”

Trustees of Baylor University in Waco voted in 1990 to make the school's governing board self-perpetuating. Previously, the Baptist General Convention of Texas had elected all members of the university's board of trustees. The BGCT and Baylor later reached an agreement in which the convention elects one-fourth of the governing board and the Baylor regents elect the remaining three-fourths.

“This recommendation is not rooted in suspicion,” he 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 wanting to get out.”

Kelley pleaded with messengers to defeat the recommendation so seminary trustees could bring their own plan to the 2005 annual meeting in Nashville.

“You have not yet been given all the facts and the other side of the sole-membership story,” he noted.

“The bottom line is that Louisiana law is different than that of other entity states, and that difference makes sole membership more harmful than helpful for the SBC.”

New Orleans was not the only institution yet to make the SBC the sole member of its corporation, Kelley added.

The Executive Committee, which is a Tennessee corporation, has not made the SBC the sole member of its corporation, nor have they announced yet an intention to do so.

Guenther later told messengers the Executive Committee was prepared to submit its own sole-member charter changes when the New Orleans Seminary situation was resolved.

Kelley said some agency heads have said they are having second thoughts and wish they could reconsider their decision.

He had promised seminary trustees would bring both a sole-member proposal and an alternative charter change “consistent with Louisiana law and Baptist polity” to next year's annual meeting.

“Whichever one you choose, we will immediately implement next year,” he pledged.

Kelley previously said seminary trustees would honor a request to make the charter change granting sole membership to the SBC only if the request came as a result of convention action such as that taken in Indianapolis.

The recommendation approved by messengers calls for the seminary board to specify the SBC's right to:

Elect and remove the seminary's trustees.

Approve any amendment of the charter adopted by the board of trustees.

Approve any merger, consolidation, dissolution or other change in the entity's charter.

Approve the sale, lease or other disposition of the corporation's assets.

The convention expects the charter changes to be submitted for consideration by the Executive Committee in its February 2005 meeting, then presented to messengers at next year's annual meeting for approval before it is filed with the Louisiana secretary of state.

In October 2003, seminary trustees voted unanimously not to change the articles of incorporation naming the SBC as its sole member. That prompted the Executive Committee to decline to give the seminary until 2005 to bring its proposal and instead to bring the issue to 2004 messengers.

That decision by the Executive Committee was made the day before the start of the annual meeting with only about a half dozen of Executive Committee members voting against it.