Is ‘sole membership’ the SBC’s best option for NOBTS?

Sole membership is a corporation ownership model implemented by the Southern Baptist Convention (SBC) beginning with the creation of the North American Mission Board (NAMB) in 1997. All SBC entities except New Orleans Baptist Theological Seminary (NOBTS) have named the SBC as the sole member in the charters of their corporations. Hopefully, this article will help Florida Baptists and others understand the issues. Much fuller information is available at www.baptist2baptist.net.

THE VALUE OF SOLE MEMBERSHIP

At the suggestion of the Convention's legal counsel, SBC entities have amended their charters, naming the SBC as the sole member of their corporations. The SBC has approved each charter amendment. The Executive Committee has waited almost seven years for the NOBTS to initiate a vote to approve the SBC as its sole member. The seminary has not done so. The Executive Committee is hopeful the Convention will request the seminary to name the SBC as its sole member, thus relieving the Convention of continued discussions about a matter that has received cooperation to the fullest extent from all other entities.

What do these “sole member” amendments accomplish?

1. They ensure the SBC's ownership of its various entities will be recognized by the secular courts of law in the United States without expending thousands of Cooperative Program dollars to prove the case. This is its most important provision. Unlike what has happened with a number of Baptist state convention entities, our SBC entities, because of sole membership, may not use the law or the courts to flee the control of the SBC.
2. They make clear to the courts just exactly the nature of the relationship between the SBC and its corporations. This clarity, achieved by the sole membership model, provides the SBC protection from the liabilities (commonly called “ascending liability”) of the entities. As the sole member, under the law, the Southern Baptist Convention has statutory immunity from lawsuits arising from any complaint against one of our entities, thus protecting the assets of the SBC.
3. They maintain the historic division of governance between the SBC and the entities. Under sole membership, the SBC still has the same rights and responsibilities it has always had, and each entity board of trustees still has the same rights and responsibilities it has always had. The only thing that sole membership changes is that now those respective rights and responsibilities are explained in clear, unambiguous language understood by the secular courts.

NOBTS objections are without merit

If sole membership is this beneficial, why, after seven years, is NOBTS the lone holdout? In their fall 2003 board meeting, the NOBTS trustees declared they would not adopt “sole member” charter amendments. President Charles Kelley, in a letter to the Executive Committee, cited three reasons for their decision as follows (with our response):

1. The current NOBTS charter is already sufficient. In response to an appeal by Executive Committee officers for the board to reconsider their 2003 action, NOBTS secured the services of a Louisiana corporate lawyer. He told the NOBTS trustees that presently they, not the SBC, own the seminary and asked them, “Why would you want to give something you own to the SBC?” Therefore, the current charter of the seminary must be changed to name the SBC the legal owner.
2. The peculiarities of Louisiana law. Officials of the seminary claim provisions of Louisiana law present problems for the use of sole membership. As of the date of this writing, they still have not produced a legal opinion for the Executive Committee's review, a common courtesy when parties assumed to be friendly disagree on matters of law. Conversely, the SBC's legal counsel has provided seminary officials a legal opinion showing absolutely no impediment to sole membership in Louisiana law.
3. Sole membership opens the door for violations of historic Baptist polity.This objection has been promoted in a paper “The Baptist Way: A Personal Perspective” and countered in the paper “The Relationship of the Southern Baptist Convention to its Entities”(both papers are accessible on baptist2baptist.net). We strenuously insist sole membership does not open the door now or in the future for even a small violation of Baptist polity. SBC attorneys tell us it is a perfect match for the way the SBC has historically related to its entities.

Is ‘sole membership’ the SBC’s best option for NOBTS?

What's the Debate About?

Point: 'The worries expressed by NOBTS leadership are unfounded and unhelpful'

Counterpoint: Ties binding NOBTS to SBC should 'reflect historic Baptist polity and the realities of Louisiana law'

Editorial: The sole membership dispute: A way out for all Southern Baptists

The role of the Executive Committee

Dr. Kelley's real objection to sole membership appears to be his expressed fear the Executive Committee somehow will gain control over the entities. That is simply not so. Read the suggested language for the NOBTS charter amendments: “The annual meeting of the Southern Baptist Convention shall constitute the annual meeting of the Member, and at this meeting the Southern Baptist Convention will elect trustees.” It is very clear only the messengers to the SBC in session can exercise the rights of the sole member. The relationship of the Executive Committee to the entities that have adopted sole membership has not varied one wit. Sole membership has absolutely nothing to do with the role of the Executive Committee.

NOBTS has raised the suspicion, without facts, that sole membership somehow increases the power of the Executive Committee. As an illustration, Dr. Kelley has suggested that sole membership would allow the Executive Committee the power to remove trustees. Dr. Kelley is wrong. Only the SBC has the right to remove trustees it has elected and it had that right before the decision about sole membership.

Sole membership means a board of trustees can never defeat the wishes of the convention like the maverick boards in Missouri have done. Under sole membership, the Convention (not the trustees and not the Executive Committee) has the final authority.

The worries expressed by NOBTS leadership are unfounded and unhelpful. The president has agreed that the seminary will adopt sole membership upon the request of the Southern Baptist Convention. In voting to request the seminary to cooperate on this issue, the SBC will ensure the important legal rights and protections codified by sole membership.

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Morris Chapman is president and chief executive officer of the Southern Baptist Executive Committee.