[1]NASHVILLE, Tenn. (BP)–Messengers to the Southern Baptist Convention annual meeting in June will be asked to approve the corporate model known as sole membership for New Orleans Baptist Theological Seminary. If approved, then messengers also will be asked to approve sole membership for the SBC Executive Committee.
The SBC Executive Committee, during its Feb. 22 meeting, passed separate recommendations asking messengers at this year’s SBC annual meeting to approve amended charters for both the seminary and the Executive Committee. Executive Committee members passed both recommendations unanimously in voice votes. 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 adopted sole membership, as have the North American Mission Board, International Mission Board, LifeWay Christian Resources, the Ethics & Religious Liberty Commission and Guidestone Financial Resources (the Annuity Board).
If sole membership is adopted for both New Orleans and the Executive Committee, then every entity’s charter will include sole membership language.
The seminary’s trustees, in a meeting last October, approved sole membership but voted to express their reservations about the corporate model to SBC messengers. New Orleans Seminary officials say they are committed to the Southern Baptist Convention but have concerns about sole membership and want to seek other ways to clarify that the SBC owns the school.
(Papers from SBC lawyers and New Orleans Seminary that explain their respective positions are available at www.baptist2baptist.net under “sole membership.)
[2]SBC messengers last year in Indianapolis passed a motion asking the seminary to adopt sole membership. Messengers now must vote on whether to approve the recommended changes.
The Executive Committee recommendation asks messengers to “approve the restated and amended articles of incorporation of New Orleans Baptist Theological Seminary, which contain new language making the Southern Baptist Convention the sole member of New Orleans Baptist Theological Seminary.”
The EC’s recommendation concerning itself asks messengers to “adopt this amended and restated charter, contingent upon the convention’s prior approval of the amendment and restated articles of incorporation of New Orleans Baptist Theological Seminary.”
Also during the meeting, the Executive Committee:
— approved a 2005-06 Cooperative Program Allocation budget of $189,865,255 for recommendation to the convention at the annual meeting in June.
The proposed budget would continue to allocate 50 percent of receipts to the International Mission Board and 22.79 percent to the North American Mission Board. The percentage allocated to the seminaries is 21.4 percent. According to the seminary enrollment formula, Southwestern Seminary would receive 5.06 percent; Southern Seminary, 4.50 percent; New Orleans Seminary, 4.44 percent; Southeastern Seminary, 4.10 percent; Golden Gate Seminary, 1.81 percent; and Midwestern Seminary, 1.49 percent.
The Ethics & Religious Liberty Commission would continue to receive 1.49 percent of the budget, and .76 percent would go to the Annuity Board for its ministry to retired ministers whose annuities were underfunded during their careers.
The Executive Committee, encompassing the work of the convention between annual meetings as well as the costs for each annual meeting, would receive 3.32 percent of the CP budget. The Southern Baptist Historical Library and Archives would receive .24 percent.
— approved a 2005-06 SBC Operating Budget of $8,328,338 for recommendation to the convention in June, including a 3.2 percent increase for the staff salary structure, effective Oct. 1.
— voiced “gratitude to God for the life and ministry of William O. Crews,” who has retired as president of Golden Gate Theological Seminary after 17 years in the post and continues to serve the California seminary as chancellor. The Executive Committee resolution of appreciation credited Crews for “outstanding and exemplary leadership” of GGBTS toward “a heightened emphasis on training ministers to effectively evangelize and minister within the unique contextual challenges of the Western United States.” The seminary’s enrollment also doubled during his tenure and branch campuses were opened in Arizona and Colorado.
— selected Indianapolis as the site of the 2008 SBC annual meeting and Louisville, Ky., for the 2009 annual meeting in conjunction with the 150th anniversary of the founding of Southern Baptist Theological Seminary.
— approved the establishment of four for-profit subsidiary corporations of LifeWay Christian Resources to develop and manage condominiums and/or townhouses at LifeWay conference centers at Glorieta, N.M., and Ridgecrest, N.C., on excess land not needed for current and future ministries.
After the projects are developed, two of the corporations, Glorieta Condominium Development, Inc., and Ridgecrest Condominium Development, Inc., will be dissolved. Glorieta Condominium Management, Inc., and Ridgecrest Condominium Management, Inc., then will oversee operations of the housing units. Condominiums will be pre-sold before construction will begin on each phase.
The projected pre-tax profit of $1.32 million earned through the projects will support LifeWay’s $27 million revitalization of the two conference centers.
— authorized the FamilyNet cable TV subsidiary of the North American Mission Board to solicit financial support from viewers of its on-air programming.
According to the FamilyNet proposal, “All on-air solicitations will be done discreetly and professionally and will include a statement that such giving should never replace giving to the local church. At all times feasible (direct mail, etc.) it will be stated that FamilyNet TV is a ministry of the Southern Baptist Convention, supported in part by the Cooperative Program.”
— authorized Southeastern Baptist Theological Seminary to incur $1 million in additional indebtedness for a new multi-purpose 17,000-square-foot building to including worship space; housing and facilities management administrative offices; and a food distribution ministry.
— approved for action during the June annual meeting two proposed amendments to the wording of the SBC’s bylaws to reflect the addition of online messenger registration.
— elected Jim R. Daniel of Oklahoma and Ronald E. Williams of Georgia to three-year terms as Southern Baptist Foundation trustees.
— set a yearly fee of $38,000 for Pastors’ Conference use of the SBC meeting hall and facilities for this year in Nashville and next year in Greensboro, N.C. The Executive Committee also received notification that Barry C. McCarty will serve again as chief parliamentarian during this June’s annual meeting.
In addressing motions referred from the 2004 annual meeting in Indianapolis, the Executive Committee:
— responded to a motion for a study leading to “the development of a consistent, unified process of trustee orientation and trustee accountability” by noting that such a study subsequently was undertaken by the Executive Committee’s bylaws workgroup. The study sought “input from all SBC entities and included a review of all submitted orientation materials as well as pertinent language in all governing documents.”
The Executive Committee stated that it will “prepare and disseminate to every new SBC-elected trustee/director and Executive Committee member, on an annual basis, orientation materials that support and invoke trust in the SBC and its entities, and that complement those orientation materials already provided by the entities.”
Among the topics to be addressed in the SBC orientation materials will be the nomination and election process of trustees/directors and Executive Committee members; qualifications, accountability and general legal and financial duties of those elected to the positions; pertinent information about the SBC constitution, bylaws and business and financial plan; and the history of SBC’s organizational and legal structure.
— responded with a six-step alternative to a motion calling for SBC entities to “take the actions necessary to comply with the Sarbanes-Oxley Act, no later than June 30, 2006.”
The Executive Committee, “at this time,” stated it will encourage SBC entities to “Vigorously inspect their internal controls over financial reporting”; “Make sure their management staff has comprehensive control structures in place that provide reasonable assurance that errors or misstatements of more than an inconsequential amount will be prevented and/or detected on a timely basis for reporting purposes”; “Assure that a component part of those control structures include the safeguarding of assets and secure initiation and authorization of transactions”; “Periodically determine and record whether their management is actively monitoring control structures to ensure their effective operation”; “Incorporate into their new trustee orientation sessions instructions on the pivotal nature of the trustee role in maintaining such standards”; and “Respond annually to a contact by the Committee on Nominations so as to inform that committee of the skill sets the entity desires to see among any new trustees, and specifically, to express any need the entity has to obtain additional trustees who are experienced business professionals qualified to oversee endeavors such as the entity conducts, and who can analyze complex audits, as required by Article XIII of the SBC Business and Financial Plan.”
The Sarbanes-Oxley Act, as described by the Executive Committee, “is specifically focused toward” for-profit corporations and “does not require direct compliance by not-for-profit organizations.” The EC described the act as requiring “executive officers and boards to assume increased responsibility and accountability with internal financial controls and resulting practices.”
— referred to the Committee on Order of Business a motion calling for “more time for business matters [during the annual meeting] so that there is plenty of time for discussion and deliberation.”
— declined to take action on a motion calling for proposed resolutions from the Resolutions Committee to be printed, at the latest, in the SBC Bulletin Day 1, Part 2. The Executive Committee maintained that the SBC Bulletin, Part 3, “provides adequate notice and opportunity for conscientious reflection prior to messenger votes.” The EC also stated that “adjusting procedures presently in use could diminish the Resolution Committee’s available deliberation time, which would not serve the best interest of the Southern Baptist Convention.”
— declined to take action on a motion calling for responsibility for ministry on college and university campuses be moved from LifeWay Christian Resources to the North American Mission Board.
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Reported by Michael Foust & Art Toalston.