New Orleans Baptist Theological Seminary (NOBTS) is under increasing pressure to change its charter to make the Southern Baptist Convention (SBC) the “sole member” of its corporation.
The seminary’s trustees voted in their Oct. 6–8 board meeting to decline an earlier request to make the SBC its sole member.
Following two hours of discussion, the SBC Executive Committee voted Feb. 17 to officially request that the NOBTS trustees reverse course and amend the seminary charter during their spring 2004 meeting to make the SBC its sole member. The motion asks that the action be forwarded to the Executive Committee “for subsequent recommendation” to the SBC during its June 2004 meeting.
If the NOBTS trustees again decline, the Executive Committee could ask SBC messengers to approve a motion to make the same request. If that happens, NOBTS President Chuck Kelley said the trustees would comply.
The “bottom line” is that he and the trustees understand the seminary is owned by the SBC, Kelley said. “If the [SBC] asks all of its entities to do this, if they make their recommendation to New Orleans Seminary, then New Orleans Seminary is going to do it.” But, Kelley said, he would prefer the option of working out alternative changes to the charter that would address the same concerns.
“Sole membership” is a legal term pertinent to nonprofit corporations. Naming the SBC as sole member allows the convention to control the election and dismissal of entity trustees while granting the trustees authority to direct the organization’s work and financial affairs. The requested changes grant the SBC nine powers designed to thwart any possible attempt trustees might make to withdraw from the SBC fold.
Naming the SBC as sole member also decreases the convention’s liability for any debts or lawsuits incurred by entities by creating a “statutory immunity” for the SBC, said SBC attorney Jim Guenther.
The move toward asking SBC entities to adopt the “sole member” provision began in 1995. Officials charged with reorganizing the North American Mission Board sought to bring its articles of incorporation into line with current law and so adopted language naming the SBC as its sole member in 1996.
Executive Committee President Morris Chapman sent a memo to all entity heads in 1997, requesting that they follow suit. The International Mission Board and the Ethics & Religious Liberty Commission adopted the language in 1997, followed by LifeWay Christian Resources and Southern Baptist Theological Seminary in 1998.
In 2003 Kelley wrote a paper on sole membership and its conflict with Baptist polity. He told Executive Committee trustees that retired Texas Judge Paul Pressler and Southwestern Seminary President Paige Patterson looked at the paper and encouraged him to take his stand. He also said that Patterson, Annuity Board President O.S. Hawkins and Midwestern Seminary President Phil Roberts said they wished “they could have thought about those things earlier.”
The Annuity Board, along with Midwestern, Southwestern and Golden Gate seminaries made the change in 1999. When Southeastern Seminary joined the list in 2000, NOBTS remained the one entity that had not done so.
Kelley said trustees are sympathetic to the Executive Committee’s concern and are committed to clarifying the school’s relationship to the SBC. Trustees have been disinclined to make the change, he said, because they consider it a violation of Baptist polity, and because peculiarities of Louisiana law could cause the SBC to become more liable, not less, if the SBC becomes the sole member. (ABP, BP)
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