Dec. 12, 2004

By Gary D. Myers

NEW ORLEANS – The executive committee of the New Orleans Baptist Theological Seminary trustee board met Dec. 14 to approve a document explaining their reservations about sole membership. The four-page document listing their reservations received unanimous approval.

In October, NOBTS trustees complied with the request of Southern Baptist Convention messengers by approving a charter amendment naming the SBC sole member of the seminary’s corporation. Messengers will have the opportunity to vote on the NOBTS charter amendment at the 2005 SBC Annual Meeting in Nashville.

However, in a separate October motion, trustees directed their executive committee to develop a document explaining their reluctance to adopt sole membership. The motion asked that NOBTS President Chuck Kelley be allowed communicate the reservations to Convention messengers.

“The messengers asked us to propose a recommendation to make the Southern Baptist Convention the sole member of our corporation, which we have done,” Kelley said. “We felt responsible because of our commitment to Southern Baptists to make them aware of significant problems with that approach. As a result, we have tried to draft those [reservations] in language as simple and clear as possible and release those as early as possible to let SBC messengers have a maximum amount of time to study the issues.”

The document begins by expressing the board’s complete commitment to preserve and insure SBC ownership of NOBTS. The trustees also write that clarifying and strengthening the seminary’s ties to the Convention are important steps. The document then explains how the board arrived at their reservations about sole membership.

After being approached about sole membership by the SBC Executive Committee staff, trustees took three steps to study the issue before making a decision. First, trustees listened carefully to the proposal. This was accomplished by numerous meetings between trustees and representatives from the Executive Committee.

Second, trustees researched the implications the proposal might have under Louisiana law. The seminary’s attorney, Don Richard, conducted the primary legal research for the board. Throughout the research process, the trustee board had one member who was a practicing Louisiana attorney, and by the time the final decision on sole membership was made the trustee board included two Louisiana lawyers. The board also sought advice from other legal professionals experienced in Louisiana law.

Third, the trustees researched the implications sole membership might have for historic Baptist polity. The trustees asked Kelley to prepare a paper exploring the Baptist polity issue. Later, a panel of NOBTS theologians and Baptist historians addressed the issue in a full board meeting. The President also sought insight from other conservative Baptist theologians and historians about the implications of sole membership.

As the trustees researched the sole membership issues, they agreed completely with the Executive Committee about the need to secure the SBC’s ownership of NOBTS. However, they discovered that Louisiana law has significant differences that could pose legal problems for the SBC if sole membership is adopted. Trustees discovered that minor changes to the NOBTS charter could protect the SBC’s rights as owner of the school. The board also found that sole membership raises significant Baptist polity concerns.

All but one of the other SBC entities that have adopted the sole membership strategy are located in states with legal structures similar to each other. Each has adopted the Model Corporate Act. Louisiana has not adopted the Model Corporate Act. After consulting with numerous attorneys from Louisiana, trustees found that “sole membership” is interpreted differently in Louisiana.

According to the document, trustees believe that sole membership, as interpreted under Louisiana law, could increase the liability of the Southern Baptist Convention and put the Cooperative Program at financial risk. This is in contrast to the past when the SBC has not been held responsible in lawsuits involving its entities because of the Convention’s structure.

According to lawyers working with the trustee board, under Louisiana law a sole member may be held liable for an entity’s actions. Trustees believe the liability may also be increased because the Executive Committee initiated the charter change.

Trustees were also concerned that sole membership could have irreversible legal consequences. They write: “If sole membership is implemented at this point in time, and a later Convention were to decide to change from sole membership to another corporate model, the Louisiana attorneys we have consulted tell us it would probably not change the liability of the SBC in the state of Louisiana.”

The board members also believe that minor changes, short of naming the SBC as sole member, would protect the Convention’s rights without the risk of increased liability. The trustees wrote that “a process that does not at least consider more than one option is a flawed process.”

In the document, trustees also expressed Baptist polity concerns with sole membership. Trustees view sole membership as a step toward centralization of authority. They believe sole membership could diminish the role of messengers and the local church. The Convention has chosen to carry out the operational control of its entities through SBC-elected trustees. This historic trustee election process helped facilitate the Conservative Resurgence that ended the theological drift in Convention entities.

The document concludes by reiterating the trustees’ commitment to let the messengers have the final say in the sole membership matter. According to the trustees, their reservations come from a sense of responsibility to the Convention, messengers and local churches.

“Should the messengers, knowing these reservations choose to approve the proposed amendment, it will be implemented shortly after the close of the Convention,” the trustees wrote. “Should the messengers reject this proposal, an alternative approach to accomplish the same objective will be crafted in light of the peculiarities of Louisiana law and historic Baptist polity and presented to the next meeting of the Southern Baptist Convention. In either case the New Orleans Baptist Theological Seminary affirms without reservation the bedrock principle of Baptist polity that in any Southern Baptist discussion, the Convention messengers have the deciding voice.”

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