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Sole membership motions fall short of request, but show intent

NEW ORLEANS (BP)–Trustees of New Orleans Baptist Theological Seminary approved two motions concerning sole membership during their Oct. 13 meeting. The actions fall short of the request made by Southern Baptist Convention messengers in June 2004 that the seminary adopt sole membership at their “October, 2004, meeting” by amending the seminary’s charter. But the language indicates that sole membership will be adopted and that seminary President Chuck Kelley will restate polity and legal concerns to messengers attending the 2005 annual meeting in Nashville, Tenn.

Sole membership is a legal mechanism that allows a parent organization to establish its ownership (as sole member of the corporation) of a subordinate entity while setting limitations to the parent entity’s control, thereby limiting the legal liability of the parent for the subsidiary. Simply put, it seeks to clarify in legal language 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 doing business as Guidestone Financial Resources). But New Orleans Seminary representatives have held out, saying they support the convention but believe that sole membership violates Baptist polity and also is incompatible with Louisiana law.

Acting in private during an executive session that lasted one hour and 20 minutes Oct. 13, the seminary’s trustees approved by a vote of 35-1 a motion that reads:

“The New Orleans Baptist Theological Seminary Board of Trustees move[s] to propose to the Southern Baptist Convention the amendment to our charter requested by the convention in Indianapolis, Indiana in 2004 regarding sole membership, as outlined by the Executive Committee of the Southern Baptist Convention, with the attached reservations regarding legal and polity concerns and possible minor language adjustments to which the Executive Committee of the Southern Baptist Convention would agree. We further move that the New Orleans Baptist Theological Seminary President explain the reservations to convention messengers at the Southern Baptist Convention in Nashville, Tennessee in 2005.”

The trustees then unanimously approved a second motion that reads:

“That the reservations regarding the legal and polity concerns be referred to the New Orleans Baptist Theological Seminary Executive Committee and to the New Orleans Baptist Theological Seminary’s legal counsel for further review with the final document being presented to the full Board before the April 2005 meeting.”

Jim Guenther, who has served as the SBC’s attorney for 40 years, was at the trustees’ Oct. 13 meeting, and although excluded from the executive session, afterwards he was asked to answer questions by the trustees.

In a statement to Baptist Press, Guenther expressed disappointment that the board did not adopt the charter during the meeting as messengers requested, but he was optimistic about the overall direction of the seminary with regard to sole membership.

“I was pleased by what I understood to be the board’s commitment to adopt a charter which the Executive Committee of the Southern Baptist Convention can recommend to the convention next June, as the convention requested,” Guenther said. “I think it will serve everybody’s interests to have closure on this issue and get on with the important ministry of the seminary.”

Messengers to the SBC meeting in June asked NOBTS trustees to adopt sole membership at their “October, 2004, meeting” by amending the seminary’s charter to “name the Southern Baptist Convention as the sole member … thereby assuring the messengers’ historic rights and giving the Convention legal immunity” and specify the convention’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 or dissolution, the creation of a subsidiary, or any change in the corporation’s charter; and

— “approve the sale, lease or other disposition of all, or substantially all, of the corporation’s assets.”

The messengers asked that the new charter “confirm the seminary board’s right to otherwise govern the institution; and be in language which the Executive Committee of the Southern Baptist Convention, in its February 2005 meeting, will recommend to the 2005 Convention for approval, and in a form ready to be filed with the Louisiana Secretary of State.”

Kelley has expressed on several occasions that he and the NOBTS trustees felt that an option to sole membership was necessary to prevent a change in Southern Baptist polity and to protect Cooperative Program dollars from potential lawsuits.

Guenther, speaking to Baptist Press, discounted the notion of increased liability for the convention under sole membership.

“In these lawsuits against the convention, we try to show the courts what rights we don’t have,” Guenther said. “This will not increase the SBC liability because, for example, by being able to show the court that since the SBC did not hire the bus driver who wrecked the bus and killed the people, the SBC did not hire the faculty member who slandered somebody, the SBC did not control and supervise the cafeteria in which the people got poisoned, the SBC did not maintain the boiler that exploded and killed the people in the dormitory, it is not liable.

“Whatever suits come in the future are going to come because of the negligence of somebody, and the SBC does not control any ‘somebodies’ at New Orleans Seminary. The SBC only elects the trustees, and the trustees control all these programs. So, by showing the court that the SBC doesn’t control those things, it causes the court to say, ‘Well, since you don’t control it, you’re not liable.'”

Kelley, however, maintains that Louisiana lawyers have advised the seminary that sole membership would be viewed differently in that state, possibly increasing liability for the convention.

“We have a vast difference in our interpretation of Louisiana law from the Executive Committee,” Kelley said to Baptist Press during a break in the trustees meeting. “So, the solution for that, if we in good conscience feel there are both legal concerns and polity concerns, is to fulfill the request of the convention, but to state with that request the reservations we have about this approach and then the messengers will make their decision.”

“We are committed to the Baptist way,” Kelley added. “The Baptist way is you work with the messengers of the SBC. That vote [in June] was taken, and we have responded to that vote in a way that I think every messenger to the SBC will say ‘OK, they did what we asked them to do,’ and the Executive Committee will have the proposal that they wanted from us with the reservations stated. It will not be sprung on the convention at the last moment.

“You know, there are no secrets out there; we like to keep everything on the table, so as soon as our [NOBTS trustee] executive committee has had a chance to review the written statement, it will be released with the document, not only to the [SBC] Executive Committee, but to all Baptist state papers and put on our website long before the convention takes place next June.”

Asked by a reporter if he trusts the SBC Executive Committee, Kelley said, “Do we trust the Executive Committee? Sure. These are people we’re working with; we just have a disagreement on this one issue. We think it’s a significant issue, but we have already agreed in advance that we all live under the authority of the messengers of the SBC. That’s what enables Baptists to work out their differences.”

Kelley said he expects the final document — pending some minor changes in language which won’t significantly affect the meaning of the document in any way — to be presented to the SBC Executive Committee by December.

Augie Boto, general counsel and vice president for convention policy with the SBC Executive Committee, told Baptist Press what he expects to happen next in the process.

“When we receive the documents and explanatory information suggested by the motions they adopted, we will not delay in providing a thoughtful response,” he said.

“I certainly hope we will receive the information soon enough to permit resolving any differences over the next month and a half. That would permit the seminary’s executive committee to approve an amended charter in their December meeting, and the SBC’s Executive Committee to approve its language in February, thus setting the stage for action by the convention messengers in June.

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  • Bob Nigh