NOBTS's Sole Membership Issue to be Considered at SBC 2004

( [email protected] ) Jun 11, 2004 08:13 PM EDT

New Orleans Baptist Theological Seminary is involved with the issue over sole membership, in which the Trustees have decided to propose before the 2005 Southern Baptist Convention. The “sole membership” issue has been also selected as one of the topics that will be considered at this year’s “Kingdom Forever” convention, June 15-16.

The seminary remains the only SBC entity not to adopt the corporate model of sole membership, which would clarify that the SBC owns the seminary.

According to NOBTS, “sole membership” is a legal approach to the organization of a non-profit corporation making one person or organized body the only member of that corporation, where the sole member typically has the ultimate authority to have complete control over the corporation.

The idea of sole membership was proposed by the staff of the SBC Executive Committee on Feb. 17, in efforts to protect the relationship between NOBTS and the SBC. NOBTS reported that sole membership was suggested as a strategy to secure NOBTS or any other SBC entity from future takeover attempt.

New Orleans trustees voted on April 14, to present 2 alternative strategies to messengers in 2005 instead of adopting the recommendation of the Executive Committee to name the convention as sole member of the seminary's corporation. One will utilize "sole membership" strategy requested by the SBC Executive Committee and the other alternative, which hasn’t been proposed yet, will recognize the ownership of the Southern Baptist Convention in a different manner.

In a Dec. 16, 2003, letter to NOBTS trustees, SBC Executive Committee President Morris H. Chapman explained why the SBC had pursued the issue of sole membership with its entities.

"The greatest single reason for sole membership, of course, is to ensure that the Southern Baptist Convention's ownership of its various entities would be recognized by the secular courts of law in the United States without expending hundreds of thousands of Cooperative Program dollars trying to prove ownership," Chapman wrote.

NOBTS President Church Kelley disagreed, knowing that sole membership would increase liability for the denomination and cause polity problem since Louisiana corporate law gives the sole member “complete power.”

"In Louisiana corporate law, the sole member always has the rights and can in fact change the trustee rights anytime they want to. That's again our polity concern -- there is a polity question that is there," said Kelley.

Kelley offered that the NOBTS trustees had studied the charter change for several years. "This board does a good job of having to make decisions. You stay focused on issues, everyone gets a hearing and you never try to shut down discussion before it's through," he added.

"I will fight tooth and nail about only one thing -- that this issue will be completely resolved either by [the] 2004 convention or 2005 convention." By accepting their responsibility to make decisions, Kelley said the board demonstrates "the genius of Baptist polity" as "we always leave our most important decisions in the hands of a group -- never in the hands of any one individual."