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New Orleans Seminary trustees release list of reservations; Southern Baptist Convention lawyers call them unfounded

NASHVILLE, Tenn. (BP)–New Orleans Baptist Theological Seminary has released a document approved by the executive committee of the seminary board expressing its reservations about adopting sole membership. Southern Baptist Convention attorneys say the concerns are unfounded.

In an October meeting, the seminary’s trustees approved sole membership language and voted to express their reservations about the corporate model in writing by December, and to relate them to SBC messengers at the annual meeting in June, which will take place in Nashville. The executive committee of the seminary board now has approved the list of reservations as its formal statement on the matter.

During last year’s annual meeting messengers passed a motion asking the seminary to adopt sole membership. Messengers must vote on whether to approve the recommended changes.

Sole membership is a corporate model that seeks to clarify in legal language — within each entity’s charter — that the convention owns all of its entities.

The other five SBC seminaries — Golden Gate, Midwestern, Southeastern, Southern and Southwestern — previously have adopted sole membership, as have the North American Mission Board, International Mission Board, LifeWay Christian Resources, the Ethics & Religious Liberty Commission and the Annuity Board (now Guidestone Financial Resources).

New Orleans Seminary officials say they are committed to the Southern Baptist Convention but want to seek other ways to clarify that the SBC owns the school.

The New Orleans paper lists three major concerns about adopting sole membership:

— Sole membership is incompatible with Louisiana law.

“The basis of [sole membership] is a piece of corporate law called the Model Act,” the statement reads. “The Model Act has been passed as law in nine states. Ten of the entities of the Southern Baptist Convention are in the nine states that passed the Model Act. Louisiana is not one of those states, and therefore New Orleans Baptist Theological Seminary is under a different legal code than the other SBC entities.”

— Adopting sole membership would increase the liability of the Southern Baptist Convention.

“Messengers must decide if the possibility of putting the Cooperative Program at risk in a lawsuit is worth adopting this measure without considering any alternative way to accomplish the same goals,” the paper states.

— Sole membership would violate Baptist polity.

“It is not the size of the step, but rather the direction of the step that causes concern,” the paper states. “The centralization of control and authority will ultimately lead to a diminished voice for the messengers of the convention. A diminished voice of the messengers leads to a diminished voice of the local church.”

But attorneys for both the Southern Baptist Convention and the SBC Executive Committee say the seminary’s concerns are without merit. For instance, SBC attorney Jim Guenther and Executive Committee counsel August Boto say they have received counsel from attorneys in Louisiana who say sole membership is indeed compatible with state law.

“Every state’s nonprofit corporation act is probably unique in one way or another,” Guenther and Boto write in a joint response opinion for Executive Committee members. “But, special Louisiana counsel has confirmed the general counsel’s understanding that there is nothing different about sole membership in Louisiana which makes the plan faulty. While the seminary has made vague references to the differences in Louisiana law, the seminary has never offered any statutory or case law authority to support their reservation in this regard.”

Tommy French, chairman of the New Orleans Seminary board and pastor of Jefferson Baptist Church in Baton Rouge, La., said the adoption of sole membership could increase the SBC’s liability if the seminary were to be sued. French also said that if sole membership were adopted, it would be irreversible.

“I am a Southern Baptist and I do support the Cooperative Program,” he told BP. “So I am concerned about the liability going up because it can tie up our mission funds.”

Guenther and Boto contend that sole membership actually protects mission funds.

“In fact, the charter will help protect the convention and every entity of the convention from being held liable for New Orleans Seminary’s obligations,” they write. “All of the other entities have adopted the sole membership plan. In so doing, all of the other entities have helped insulate New Orleans Seminary from the risk of becoming infected with their liabilities. Approval by the convention of the newly adopted charter of New Orleans Seminary will cause that seminary to reciprocate and help the convention set up a barrier which will help prevent the spread of that seminary’s liabilities to its sister institutions and to the convention itself.”

French says he would label the dispute as an “honest disagreement between Christian brothers.”

“I don’t see it as any other thing,” he said. We don’t like to disagree, and we’re not going to be disagreeable about it. I think it’s just an honest disagreement between the two groups.”

Southern Baptist messengers will make the final decision, French said.

“Whatever that convention says to do, we will do. That’s the way it’s going to happen,” he said. “… The messengers are the final authority.

“The trustees of New Orleans Seminary are loyal Southern Baptists, and they’re going to do what that convention says [to do].”

French says the manner in which sole membership has been debated could result in a judge finding the SBC liable if the seminary were to be sued.

“With the Executive Committee going to the convention and the convention directing us to do something, I think [that] is extremely dangerous in that a court case might say, ‘Wait a minute. The charter says that the entity has to bring it to the convention for anything to occur like that,'” he said.

Guenther and Boto say the approach taken has not violated Baptist polity or Louisiana law.

“The convention’s request fully recognized the authority of the board of trustees of the seminary when it came to the seminary’s ability to amend its charter,” they write. “The convention does not now have the right to amend the seminary’s charter and will not have that right under the new charter. The convention’s right under the present charter and under the new charter is the same: Amendment of the seminary’s charter is accomplished by the vote of the seminary board and the approval of the convention’s messengers.”

The paper released by New Orleans Seminary asserts that sole membership would result in a change in the way the convention relates to its entities, implying that the Executive Committee could have a greater role.

“Historic Baptist polity emphasizes the decisive influence of the SBC over its entities through duly elected Trustees as opposed to direct control of the entities by the convention itself,” the seminary’s paper states. “The convention controls entity charters, ministry guidelines, and trustee selection, while the trustees exercise operational control and governance of the entity. The conservative resurgence used this historic polity to institute the most significant course correction in the history of the church in America.”

The paper adds that the “manner in which the staff and officers of the Executive Committee” have handled the discussion with the seminary “has reinforced, not lessened our concerns for the future implications of this change.”

Guenther and Boto state that the polity argument is “without any basis whatsoever” and that sole membership would result in Southern Baptist Convention messengers — and not the Executive Committee — being named the “sole member” of the seminary. Because it was founded in Georgia, the SBC is still a Georgia corporation. The Executive committee is a Tennessee corporation.

“Counsel [New Orleans attorneys] cannot discern one iota of centralization of control and authority in this plan,” Guenther and Boto write. “The seminary’s reservation is explained by a vague fear that somehow, someway, maybe not now, but in the future, the Executive Committee of the Southern Baptist Convention might somehow gain power in this change. While fear of the Executive Committee is being claimed, counsel can only see it as a fear of the messengers, since the proposed charter says that only the messengers constituting the Southern Baptist Convention in session have the powers enumerated. The Executive Committee has no authority and never shall have any authority beyond that which the messengers choose to give it.

“Sole membership has nothing to do with the Executive Committee of the Southern Baptist Convention, which itself is planning to make the Southern Baptist Convention its sole member. The only two parties in the seminary’s sole membership plan are the messengers, acting for the convention, and the seminary’s board of trustees. The present division of power between the messengers and the board is perpetuated in the plan. The proposed charter cements the messengers’ authority.”

In closing their joint opinion, Guenther and Boto add that there is “… no basis whatsoever for this alarmist reservation, especially in light of the fact that sole membership actually has the opposite effect, firmly establishing the voice of the messenger in trustee selection and other approval processes.”
The New Orleans statement of reservations and the joint response by Guenther and Boto can be viewed online at
under “Sole Membership.”

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