Sole Membership - A Florida Layman’s Perspective
by Leslie S. Coggins, P.E.
May 28, 2004

A huge volume of information now exists to educate you on the “Sole Membership” issue that will be addressed at the Southern Baptist Convention in June 2004. So much is available that it would be easy to get confused about a relatively simple matter. Most of the information that has been provided has been from the perspective of theologians and lawyers. These are great resources but sound common sense and logical analysis is required to reach a solution that is legally sound and supports our historic Baptist polity. As an engineer and businessman I would never let the “professionals” dictate my decisions for me. In this paper I offer my layman’s perspective of the key elements of this matter. I’ll begin with my summary of the issue, and follow with my analysis of the various points being debated. I’ll then close with my brief concluding recommendation.

EXECUTIVE SUMMARY: “Sole Membership” is a legal means of defining the single person or entity that owns a non-profit corporation such as NOBTS. Several other means of ownership are possible. Lawyers for NOBTS have determined, and legal counsel for the Executive Committee concurs, that NOBTS Trustees are the “members” and thereby the “owners” of NOBTS. Since we cannot determine who will be the Trustees 25 or 50 years from now, it seems more prudent that the Southern Baptist Convention itself should be the “Sole Member” and thereby the owner of NOBTS. New legal precedents are set every day and we must be proactive in keeping up. What worked in the legal climate the 70s and 80s is not necessarily the best idea for the 21st Century.

Should we continue with the status quo it would be almost impossible to prevail in a court of law over the issue of ownership of NOBTS (remember - we’re talking 25 to 50 years down the road!) should it ever arise (Missouri?). Opposing lawyers could readily point to numerous cases and to the fact that the SBC knowingly allowed ownership to continue under the Trustees to dismiss any assertion by the SBC of ownership over NOBTS. “Stewardship” and “integrity” have come to mean different things today even within the Christian community.

“Ownership” and “operational control” are two entirely separate issues. While the SBC has chosen, wisely, to provide independent Boards to be stewards of our entities and their ministries I do not believe anyone ever intentionally chose to have the various Trustees become the “owners” of the entities. Therefore, NOBTS should adopt the “sole membership” model with the Southern Baptist Convention as their recognized “sole member” and legal owner, as have all other entities of the Convention. The legal documents should be properly written to maintain and strengthen the NOBTS Trustees’ operational control of the entity’s business conduct and assigned ministry efforts, and to meet any specific needs of Louisiana law. This was done well and in a proper manner for all other entities of our Convention.

ISSUES

TIMING. Some have said that further review may be necessary and additional time should be allowed. According to our Convention bylaws such matters are the province of the entity involved and the Convention itself, with the Executive Committee acting on behalf of the Convention between annual meetings for the purpose of study, review, analysis, and entity interaction. All Convention entities except NOBTS have dealt with this matter in a positive way with the last entity’s change to sole membership being approved by the Convention in 2000. Just over three years later in October 2003 Dr. Charles Kelley, President of NOBTS, wrote to the Executive Committee members that, after several years of thorough examination, the Trustees of NOBTS declined to act on this matter. How can additional time be of any value at this point? Subsequent to that letter the NOBTS Trustees did discuss it further and say they may offer two recommendations to the Convention for consideration in 2005. One proposal would supposedly have the effect of sole membership without being sole membership. If many years of study led them to decline sole membership in October of 2003 what purpose is served by one more year to offer something that isn’t sole membership but does everything sole membership would do? Why not just adopt the sole membership model along with the rest of the convention and be done with it?

LOUISIANA LAW. Much ado about nothing! The Napoleonic Code has to do with Common Law, not statutory law. While Louisiana may not have adopted the Model Code for Non-Profit Corporations they nonetheless have the rule of law in Louisiana. Lawyers hired by NOBTS say that the sole membership model will cause potential problems of ascending liability for the Convention. Ascending liability means that the Convention might be liable for actions of its subordinate entities. This is a very serious matter and the Convention attorneys have already fought this battle in more than one lawsuit. The attorneys for the individual entities are not responsible for defending the Convention but rather are responsible for protecting the entity. Our experienced Convention attorneys have provided ample research to convincingly argue that the Convention is as well or better protected from ascending liability using the sole membership model in Louisiana. The NOBTS attorney’s job is to protect their client, NOBTS. In the matter before us they are “protecting” NOBTS from having the SBC assert its ownership interest – an interest demonstrated by the investment of millions of dollars in Cooperative Program funds. “Protecting” NOBTS from a continued relationship that has always been an advantageous reality for all concerned makes no real sense.

PROVISION AND OVERSIGHT. Dr. Kelley asserts that provision and oversight are what keep an entity in the fold. While that may be true as far as it goes it doesn’t go nearly far enough. All one needs to do is look around and see what has happened within the SBC at various state levels and what is happening in other denominations. How well does “provision” work? I would say that provision, like beauty, is in the eye of the beholder. I’ve never heard from any church, any ministry or any entity that their provision is sufficient except in public prayers before constituents. Those prayers are usually followed by appeals for more funding for “the Lord’s work”. Adequate “provision” is the province of the owner, not the owned. It is not the proper function of NOBTS or any other entity to unilaterally determine the sufficiency of the Convention’s provision, with the ultimate freedom to reject the Convention’s ownership position in order to follow some other direction. How well does “oversight” work? Frankly, I’ve seen how easily it is in religious settings for oversight to become weak. When someone actually questions what is going on that person is far too often dismissed as being a troublemaker or as someone who lacks trust. We see that in churches and denominations across the country. The problem is multiplied by the perception given to the masses that these various committees are truly giving oversight. The misperception of oversight is also the reason that few of my Methodist friends have a clue as to where their tithes and offerings are truly going.

THE EXECUTIVE COMMITTEE. The Executive Committee is essential to the effective teamwork of a diverse group of entities each of which has independent operational control. It is composed of 81 men and women, pastors and laity, from across the Convention. They have no “separate” agenda apart from serving the Convention. They are extensively schooled in the conduct of SBC business with extensive study of the bylaws and traditions. Because of their considerable diversity geographically, vocationally, and ministerially they are well able to make solid legal and business recommendations to the Convention. Any one person’s passion for international missions, home missions or sound theological study is balanced by the different interests of the other members. They are the ultimate “blue ribbon committee” to deal with such matters as someone has suggested. The Executive Committee rightly answers to the Convention as its ultimate authority, as do the entities. A precedent should not be set that additional “mini-Executive Committees” are to be established to handle such business matters.

ULTIMATE SBC AUTHORITY. One story that continues to be passed around as some kind of “proof” of Executive Committee “overreaching” concerns the conversations at Midwestern Seminary that arose from the review of the Executive Committee’s SBC Funding Study Committee. That committee was formed out of a request from the Seminaries for additional funding. The key element is the supposed response of an Executive Committee representative to a question raised. As expected there is more than one version of what actually transpired but I’ll use a generic summary of the incident for my comments. The question was “What would be done if the Midwestern Trustees did not agree with the committee’s suggestion?” The reply was that recommended actions would ultimately be placed before the Convention. Should an entity refuse to follow the clear dictates of the Convention, then the Convention’s ultimate control would be reestablished by removing the Board in part or the whole, then electing Trustees having a better understanding of stewardship and integrity. I am more troubled by the person asking the question and the subsequent “furor” than I am by the obviously correct and only appropriate answer it evoked. What would be a better or more appropriate answer? I’ve asked and no one has offered anything.

THE RHETORIC. The conduct exhibited in this debate by the leadership of NOBTS is most troubling. While no crisis looms, years of delay have now brought us a series of accusations and innuendo by respected SBC leaders against respected SBC leaders. NOBTS leaders have recently been quoted as stating that the Executive Committee has mishandled information and implied that such was intentional; they claim to have facts proving their case but refuse to provide them. They’ve even claimed they were rudely received at the February discussion of this matter. Not so. These and other comments are well documented in published press quotations and various dissertations. I have worked faithfully at my duties with the Executive Committee and I find such opprobrious tactics not only offensive, but scripturally impermissible. I have not found one quotation from an Executive Committee person disparaging the speech and actions of the NOBTS personnel nor have I heard such talk in casual conversation at our meetings. If the leadership at NOBTS actually believes misconduct has taken place then proof of such must be offered along with the accusation. It is unbelievers who, in our secular culture, think that when one is unable to argue the facts, it is acceptable to attack those in disagreement. For Christians, this ought not to be so.

CONCLUDING RECOMMENDATION

The “bottom line”: Should the Southern Baptist Convention have exclusive, uncontested ownership of each and every entity, including New Orleans Baptist Theological Seminary? If your answer to that question is “yes”, then the messengers to the 2004 Annual Convention should clearly state that to the leadership of NOBTS. And if you answer is “yes,” you would be affirming the continuing duty of the seminary board, and only the seminary board (not the Executive Committee) to manage the affairs of the seminary. But if your answer is “no”, then we would have to backtrack and look at all those entities that have adopted the Sole Member Model. We must have a comprehensive, consistent and effective business model to use in conducting our Convention’s business and ministry as we boldly go forward for Christ.

I am an engineer, a businessman, and a 30-year military retiree (USAFR). I am obviously not a scholar and this paper certainly doesn’t pretend to be a scholarly thesis. However, I sincerely believe I represent the viewpoint of the average person in the pews of our churches that loves this convention and desires to protect it from any future harm. They assume that their representatives at the various entities are being good stewards of the resources entrusted to them. This includes protecting those resources from being stolen away in the dark of night at any point in the near or far distant future. It also includes obtaining immunity for the Convention from liability in lawsuits. The question at hand is not about scripture, theology, scholarship or tradition. All of our SBC leaders are committed to sound theology based on the inerrancy of the Scriptures and the Lordship of Jesus Christ. It is about sound legal and business practice. Good, sound business practices are what work well in the legal arena. Adherence to the legal aspect of all matters works well in the business arena. I have also found that good, sound Biblical principals work well in the business arena. But, we’ve seen more than enough evidence that theology and religious tradition don’t get much respect once the lawyers and judges go to work.

“Sole Membership” may not be the right model fifty years from now but it is the right model now. I urge all Southern Baptists to prepare for addressing this question in such a way that Southern Baptist Convention ownership of our great seminary at New Orleans can never be legally challenged.

 

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