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Messengers approve request to NOBTS to adopt sole membership
Tuesday, Jun 15, 2004
By Michael Foust

INDIANAPOLIS (BP)--Southern Baptist messengers passed a recommendation June 15 asking New Orleans Baptist Theological Seminary trustees to adopt the corporate organizational model known as sole membership.

The recommendation, which came from the Executive Committee, passed by a vote of 63.5 percent (3,579 votes) to 36.5 percent (2,059 votes). Sole membership seeks to clarify -- in legal language -- that the convention owns all of its entities.

The other five seminaries 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. In each instance, SBC messengers approved the respective charter change.

But New Orleans Seminary representatives had held out, saying that sole membership violates Baptist polity and also is incompatible with Louisiana law. Seminary President Chuck Kelley, though, had said that if messengers asked trustees to adopt sole membership, they would.

Southern Baptist Convention lawyer Jim Guenther told messengers he believes sole membership to be compatible with Louisiana law and its adoption would prevent New Orleans Seminary from distancing itself from the convention in the future, much like Baylor University did with the Baptist General Convention of Texas years ago. He added that sole membership in Missouri likely would have prevented five entities from attempting to break away from the Missouri Baptist 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."

New Orleans Seminary trustees had voted in April to offer messengers to the 2005 meeting in Nashville, Tenn., two options: one that would include sole membership language and another that presumably would not include sole membership language but would affirm the convention as the owner. But the Executive Committee voted in February and again June 14 to bring the matter to messengers.

Kelley asked the messengers June 15 to vote against the recommendation, thus giving the seminary another year.

"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," Kelley said. "The bottom line is that Louisiana law is different than that of other [entities'] states, and that difference makes sole membership more harmful than helpful for the SBC."

The recommendation asks New Orleans Seminary trustees to adopt sole membership at their October meeting. The seminary's amended charter, the recommendation states, should 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 charter also asks that the new charter "confirm the seminary board's right to otherwise govern the institution."

Tommy French, chairman of the New Orleans trustees and a messenger from Louisiana, spoke from the floor and asked messengers to vote against the recommendation. French asserted that under Louisiana law, sole membership would 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. The reason for that is that the Louisiana law is not a model act [state]. The other 10 entities have adopted sole membership under the model law, and under Louisiana law the sole member has rights that cannot be set aside. We've been assured that those rights would be limited, but actually Louisiana law will not allow that to be limited."

Guenther, though, said that sole membership is compatible with Louisiana law.

"As your lawyers, we disagree [with New Orleans Seminary's 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, he said, would be the convention, not the Executive Committee.

"It's not about changing the historic covenant between the convention and the seminary," Guenther said. "It is about sealing that covenant to make sure that a Baylor-like event does not occur in this convention."

Sole membership, Guenther said, would clarify in legal language the historical relationship between the Southern Baptist Convention and New Orleans Seminary.

"You and I may understand the historic relationship between the convention and its seminary, but that does not mean a Louisiana court would understand it," he said. "So it's important for us to take this longstanding relationship between the convention and the seminary and cast it in terms we know a court will understand."

Tom Johnson, a messenger from Fredericktown, Mo., and a New Orleans Seminary trustee, said that adoption of the recommendation would result in micromanagement.

"If every time a Southern Baptist entity doesn't agree with the E.C., are we going to have a motion to instruct its entity to do what it's 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."

Wiley Drake, a messenger from Buena Park, Calif., spoke in favor of the recommendation.

"We need to be in charge of our seminaries," he said. "That's not micromanagement. That is management by individual pastors and people alike -- from little tiny churches like First Southern in Buena Park [to] big churches."

Kelley noted that the Executive Committee itself had not yet adopted sole membership. He argued that because of that, New Orleans Seminary should be given an extra year to present its alternatives.

Guenther, though, said that the Executive Committee has plans for acting.

"The Executive Committee has had that charter ready and it has waited now for seven years for the final entity of this convention, which has turned out to be this seminary, to act," he said. "When that final entity acts, the Executive Committee will bring its charter along with the necessary amendments to the Southern Baptist Convention's bylaws to this body for approval."

Later in the day, Executive Committee President Morris H. Chapman told messengers that the Executive Committee would adopt sole membership prior to next year's meeting, assuming that New Orleans trustees also adopt sole membership.

"Our charter amendments have to be consistent with the variations in all of the other entities' charters, so therefore it is necessary for the Executive Committee to be done last," Chapman said.

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