Friday, March 28, 2014

An Open Letter to Louisiana Baptists from Concerned Trustees

I offer only this brief personal comment at this time. We are hopeful for the future and believe that we are not the only ones who have concerns over what we have seen. We have examined our guiding documents and found no vehicle by which we might bring our concerns to Louisiana Baptists thus, a letter such as this is the only way we know to address those to whom we are responsible. It is time we remember that we are the Board of Trustees and we are not beholden to any individual or small group but are responsible to Louisiana Baptists. Finally, with all the activity swirling round us (including articles in the secular media) we have heard nothing from the office of the President, nor have we had any correspondence from the Board Chairman (even after specifically requesting information from him).

This morning this "Open Letter" was sent to the Baptist Press, the Baptist Message and The Town Talk of Alexandria, Louisiana.



Dear Louisiana Baptists,
     The undersigned members of the Board of Trustees of Louisiana College have come to the conclusion that due in part to our fiduciary responsibility to the Louisiana Baptist Convention as duly elected members of the Board of Trustees, and in part to preserve our integrity and testimony before God, our families, and our churches, we are forced to make a public statement regarding our concerns over actions of the administration of Louisiana College. This is a statement that we were ready to make last year upon calling for the resignation or termination of the President of Louisiana College but due, in large part, to the undue influence of the Executive Director of the Louisiana Baptist Convention our actions were derailed and the President remained.
     The great contribution of Baptists in American history has been our insistence upon freedom of expression and unfettered religious practice. The very language of “a wall of separation” came from Thomas Jefferson’s letter to the Danbury Baptist Association in Connecticut addressing concerns over religious freedom and openness in the face of suppression. Yet, we have been dealing with our own private Baptist school which has worked to suppress information, made veiled threats toward students and members of the Board of Trustees and labored to stifle communication from within the Board itself.
     Louisiana College has been embroiled in public controversy since December of 2012. During that time, the Board of Trustees have met at both regular scheduled meetings and special called meetings in order to deal with issues of grave concern regarding charges of impropriety and general lack of leadership on the part of the President of Louisiana College. It has been widely reported that the Board has been deeply divided. This division is due in part to the undue influence of the Executive Director of the Louisiana Baptist Convention and what has been his vocal protection and defense of the current President of the Louisiana College.
     The undersigned who have served on the Board over the last year feel as if we have been unable to appropriately fulfill the fiduciary responsibility you have placed on us for reasons including, but not limited to the following:

·         We have requested information from the President’s office and been ignored.
·         We have attempted to ask probing questions and been given partial truths and in some cases directly lied to.
·         We have expressed concerns and some have been threatened with legal action.
·         We have sparse communication with the President’s office at best and in at least one verifiable case, dissenting Board members were left out of a correspondence altogether.
·         We were pushed to sign a confidentiality agreement when no such rule exists in our guiding documents.
·         We have witnessed the undue influence of the Louisiana Baptist Convention Executive Director on Board proceedings (it should be noted that most Baptist schools have no place for a voting State Executive Director on their Boards of Trustees and many schools have no place at all for the Executive Director).
·         We have requested that those who have been accused of wrong-doing, by the President, be allowed to defend themselves and those efforts have been thwarted.
·         We have been saddled with false accusations of conspiracy and are tired of being identified in such a way.
·         We have been told that we are not permitted to speak to any member of the faculty, as all communication is supposed to “come through the President.” Further, we have been admonished that we cannot even speak to one another about Board issues outside of the full Board being in session.
·         We have witnessed no fewer than five (5) Vice Presidents of Academic Affairs during the current President’s tenure, which is unheard of in the Academy.
·         We have noted several years of ongoing litigation which have consumed important funds that are needed elsewhere.
·         We have been told of the high caliber and integrity of certain employees and then witnessed their being summarily discarded without an opportunity to understand or know why.
·         We have been told of soaring programs and spent a significant amount of money on such programs only to see them vanish away without being given satisfactory accounting.
·         We have been deeply concerned over the lack of leadership and the little to no information given to us from the Board Chairman, especially over the last two weeks, while innuendo, rumor and published media articles abound.

     Our guiding documents articulate no process by which we can bring these concerns to the full body of the Louisiana Baptist Convention and thus, we have come to this. We are now asking you, Louisiana Baptists, to hold this Board accountable. You are the ultimate authority, you are the one to whom we answer. The Louisiana Baptist Convention owns this institution and should be made aware of our concerns. This issue has never been about theology, personal preference or a "satanic attack;" It has been about the abuse of power and authoritarian control. We are concerned with truth and transparency and we believe the Convention should be concerned about the same.

Jay Adkins
Lyndon E. Dawson, Jr.
Jim Garlington
Glenn R. George
Ryan Gregory
Larry Hubbard
Michael Moore
Tony Perkins
Lonnie Scarborough
Roxanne West

     Although this statement has been made by current members who have dissented in times past (meaning this list does not include any of the newest Board members), we do not want to suggest that concern is limited to only these signatories. In light of recent events as well as an outpouring of concern from students, alumni, and friends of LC, we encourage the entire board to be unified in charting a new direction for the College. We extend our appreciation to our fellow trustees for their dedication and concern for Louisiana College, and would encourage them with the words of wisdom found in Proverbs 16:9 “The mind of man plans his way, but the LORD directs his steps.”

Wednesday, March 19, 2014

Part 3 - It Really is Amazing...



It never ends…

     I had intended to quiet down and not post for a while but how can I be quiet about this... they just don't stop.

     I’m not sure how to articulate the level of frustration I’ve dealt with over the last two years serving on the Board of Trustees of Louisiana College. The lack of information disseminated (especially for those of us who are not serving on the Executive Committee), the propaganda issued extolling the greatness of our new programs (which don’t seem to ever come to fruition) and the continual deflecting of blame onto strawmen (or very real men who do not deserve such blame) have contributed to my exasperation. But the coup de grace is the nauseating continual culture of secrecy and subsequent political wrangling that permeates the Board. Today, I offer another example of our state of affairs.
     This morning I received an email from Lonnie Scarborough. Lonnie is a business man with whom I serve on the Board of Trustees and is the immediate past Vice-Chairman of the Board (often it was the case that the Vice-Chair moved up to the Chair spot as a matter of affirmation, but Lonnie was not elected/reelected to that position this past year). I know him to be a man of great integrity and highly esteemed in his community. He has been a voice of reason and of peace-making but has also expressed concerns (as have a number of others). According to his email, he is also an LC grad. The email he sent to the entire Board was an interesting one, which sadly, but not surprisingly sheds even more light on the culture of secrecy surrounding Louisiana College and it’s leadership.
     Lonnie’s email (which he sent to the entire Board, or at least those names included on previous emails to the full Board) included a forwarded message that had been sent by the President of Louisiana College to a HAND-SELECTED portion of Board members. Part of the reason this is so interesting is that this is the first time since November 11, 2013 that I’ve known about any correspondence from the President to the Board (and yet it excluded a number of Board members).
     It’s not the content of the message that is so disappointing (albeit taxing). The concern is that it was not correspondence with the full Board. This is the modus operandi from which these people function and if I didn’t laugh at the ineptitude and the continual mess they make, I suppose I’d sit and cry (of course I’ve done a bit of that too). Here is the content of Lonnie’s email including the original message from the President and those to whom the message was originally sent:
Dr. Aguillard and Fellow Trustees:
     As a duly-elected and active trustee, I am puzzled as to why I (and many other trustees) did not directly receive the informative email below sent by Dr. Aguillard yesterday afternoon.
     Having served the Board, Louisiana College, and Louisiana Baptists for 4 ½ years as a trustee, I am (sadly) forced to wonder why I didn’t receive the original correspondence.  I thought that perhaps it was an oversight, but then I noticed that there were at least a dozen other trustees who were not directly communicated with…and that is why I have copied everyone.  Truth and Transparency must be paramount. I certainly hope that I have not been falsely and undeservedly identified as a trustee who cannot be trusted with information that concerns my alma mater.
     With the relative lack of information shared between board meetings from the administration, I would humbly ask that any and all non-confidential correspondence from the President’s office that would be informative to any one trustee be supplied to every trustee.

In support of Truth,
Lonnie Scarborough

(the email addresses above were copied from a recent email sent by the Chairman, so I assume every trustee is listed)

[email addresses redacted]

I'm forwarding this from the Town Talk to you.  They are writing an entire story based
On an anonymous letter.  They just keep on attacking.

BUT GOD! was just worshipped at LC and lifted up at our faculty and staff worship meeting this afternoon.

Appreciating your prayers and leadership,

Joe
Dr. Joe W. Aguillard
President
Louisiana College

Phone: (318) 487-7401
Fax: (318) 487-7400
www.lacollege.edu
1140 College Dr.
Box 583
Pineville, LA
71359

"Education in its truest sense is none other than the development of the image of God that is planted in every human being."
**CONFIDENTIALITY NOTICE**  The information in this e-mail and attached document(s) is intended only for the addressee(s).  It may be legally privileged and confidential.  If you have received this information in error, notify us immediately by calling the number set out above.  If the reader of this message is not the intended recipient, you are hereby notified that any disclosure, dissemination, distribution or copying of this communication or its contents is strictly prohibited.


From: Gentry, Leigh [address redacted]
Sent: Tuesday, March 18, 2014 3:11 PM
To: Joe Aguillard
Cc: John Willie
Subject: request for comment for tomorrow's story

Hi, Dr. Aguillard. I'm writing a story on the financial status at LC that will run tomorrow. I apologize for contacting you late in the day, but I got a late start myself today. I include in the story information about the dorms (which we discussed when I came out to English Village last month) and the capital campaign that is to go toward housing improvements as well as faculty contract non-renewals we've seen reported.

How much has been raised in the capital campaign so far?

Are the contracts of Steve Cowan, Jim Packer and Roland Pippin not being renewed for next school year? If so, why? Are Packer and Pippin tenured? Did LC declare financial exigency? If so, why? Are other contracts not being renewed? Have any programs been cut?

We received an anonymous letter today saying that faculty are being asked to recruit students personally. Is this the case? Would you like to comment on that?

What is enrollment this semester? How does that compare to last semester and last year?

Please get back to me as soon as you can. I think the latest we can wait is 5:30 or 6 p.m. You can reach me at this email or at [phone number redacted], as always. I'm copying John Willie to the email just to make sure you get it.

Thanks,
Leigh

     This action is so egregious I’m not even sure how to begin my commentary so let’s take a closer look. Here is who was included in the email from the President:

Tommy French, Chairman
Randy Harper, Vice Chairman
Roy Davis, Secretary
Clay Crenshaw, Business Affairs
Steve Folmar, Integration of Faith & Learning
James Foster, Student Development
J.W. Hellums, Institutional Advancement
Johnny Hoychick, Academic Affairs
Ken Schroeder, New Program Development
Sam Camp
*Joshua Eubanks
*Mike Ferguson
*Jason McGuffie
*Pat Price
*Larry Pridemore
Candace Selman
*Ray Young
David Hankins – LBC Executive Director
Steve Horn – LBC Convention President

     Just so you know *designates new Board members. However, it wasn’t just Board members which were included, the following people were also copied:

Ingrid Johnson (an attorney)
Susan Nixon (the President’s secretary)
Daniel Kirk (the President’s assistant)
Argile Smith (one of the Vice Presidents of Louisiana College)

Question: So is this an email to the Board or is it not? Further more, if it is confidential Board material then why are non-Board members included? It closes with “Appreciating your prayers and leadership,” that sounds like the Board, but since when is an attorney, the president’s secretary and his assistant part of the leadership of the school?
     Admittedly, he is notifying these individuals of an article that has since run in the Town Talk… Shouldn’t the whole Board have been included? To answer that let’s take a look as to who was left off the email.

Jay Adkins
Lyndon Dawson
Jim Garlington
Glenn George
Ryan Gregory
Larry Hubbard
Michael More
Tony Perkins
Lonnie Scarborough
Roxanne West

     Anyone want to guess what all these names have in common? They are each Board members that have expressed some sort of concern over the current leadership of LC.
     These individuals were also not included but they are new Board members so I wouldn’t have expected them to be included:

*Joe Alain
*Charles Andrus
*Nathan Davis
*Jana Endris
*Jimmy Eppinette
*Lloyd Godley

     I do not know this lady and these men (In fact, I have not met any of the new members due to my absence at the December meeting) but what I do know is that 6 new members WERE included in the email and 6 were not. Why were some included? What were the parameters certain new Board members met that others did not meet?
     You will notice I have redacted the email addresses from my post. I do this out of respect for my fellow Board members, however I do feel like it is important that Louisiana Baptists and LC alumni have contact info so that they might be able to contact the elected members with questions and concerns so, I will consider making any of the Board members email addresses available to any Louisiana Baptist who would request such information (Board member emails only)
     I have not wanted to point out any sort of taxonomy, distinction or division among the Board… however, since the President has opened that door and once again made a questionable judgment call (this time regarding correspondence with the only portion of the Board of Trustees), I will simply offer the following… There are Board members who have expressed concerns. Apparently when we do, we are identified as troublemakers and are branded as one or more of the following: Calvinists (funny since there are only 2 of us who lean toward Reformed Soteriology), “the enemy,” or those who are “attacking” the school. The mantra now is that Satan is attacking the school. Well, I suppose that makes me a tool of the devil. But, let me be clear, I am a fourth generation Baptist pastor of a local Louisiana congregation which is part of the Body of Christ and I will not stand for being maligned in such a way.
     Keep in mind… these are the types of actions in which this President engages and it is the Louisiana Baptist Convention Executive Director that continues to both protect and defend this President. Louisiana Baptists this is the way your school is administered, with innuendo, threats, secrecy and an abdication of reasonable judgment.
What say ye?


Semper Reformanda…
Soli Deo Gloria!
-Jay Adkins

P.S. By the way... is it legally permissible for a hand-selected, non-committee based group of the Board of Trustees of a Louisiana Corporation to receive privileged emails from the President while other Board members are left out of the loop? Just a thought...


And yes, I included the "confidentiality clause" on purpose. If you don't understand why there is no reason for me to explain it to you.

Friday, March 14, 2014

Part 2 - The Conflicting Constitutions


For today’s post, I would like to direct your attention to the interplay between Louisiana College and the Louisiana Baptist Convention. This is an important continuation of Part 1 and integral to the full discussion. I encourage you to read Part 1 before continuing here. Just as a warning, this post is a bit more technical than Part 1. Grab a cold drink and take your time.

Part 2 – The Conflicting Constitutions

     The point of my motion to the Louisiana Baptist Convention (LBC) in November of 2013 is that Article IV, 4.2 of the Louisiana College Restated Articles of Incorporation is in direct contradiction to Article III, Section Nine (9) and Article IV, Section Ten (10) of the Bylaws of Louisiana Baptist Convention and that Louisiana College does not have the authority to supersede the Constitution and Bylaws of the Louisiana Baptist Convention by placing on its Board of Trustees a salaried employee of the Convention. I am arguing that we are in violation of our own rules by allowing this to be. I have already heard some contorted Constitutional gymnastics and seriously deficient arguments (based on surprisingly weak hermeneutics) as to why this is not the case, but the fact remains, we are in violation of our rules. Let me explain why starting with some background information…

On Board Membership and Visitors to Meetings
For over 100 years the Charter and Bylaws of Louisiana College (LC) did not mention, even once, the office of Executive Director of the LBC. That is not to say that the Executive Director had no interaction with the Board. The Louisiana College “Policy on Visitors to Board Meetings” - 555.12, C. 2. offered the following regarding the relationship between LC and the LBC Executive Director:
2. On or about November 15 of each year the Chairman of the Board of Trustees will write each person currently accorded the privilege of attending Board or Committee meetings as visitors and advising them that they are invited to attend meetings for the next year. Currently this list includes:
BOARD MEETINGS
      Vice Presidents of the College (four)
      Executive Director of the Louisiana Baptist Convention
      Editor or Associate Editor of the Baptist Message
      Director of Public Relations of the College
      Secretary to the President/Recording Secretary (emphasis mine)*
*I was appointed, by former Chairman Bill Inman, to an ad hoc committee that was tasked to examine and update the Policy and Procedure Manual of Louisiana College. As far as I know the recommendations we offered have never been voted on, so the policies remain as they were when we first examined them.
     According to this policy, the Executive Director was invited to VISIT the Board when it met. This document testifies to what was, historically, the indisputable relationship between the Executive Director and the Board of Trustees. The Executive Director’s involvement with the LC Board was that of a visitor (which, as I have shown in Part 1, does not conflict with the LBC Constitution and Bylaws, but is in accordance with them).
     The question then is, What was the makeup of the Board of Trustees of Louisiana College according to its guiding documents? The membership makeup of the Board of Trustees was clearly articulated in two places in the LC Charter (or Articles of Incorporation) and Bylaws: In the (1) Articles of Incorporation – Article IV, Section 2 – Membership, and in the (2) Louisiana College Bylaws – Article II, Membership of the Board of Trustees. Here are the two pertinent sections:
LC Articles of Incorporation (pre 2008?) - Article IV, Section 2 – Membership“The Board of Trustees shall be composed of thirty-three persons, each of whom shall be a member in good standing of a Baptist church in Louisiana cooperating with the Louisiana Baptist Convention and a resident of the state of Louisiana, plus the President of the Louisiana Baptist Convention. The President of Louisiana College shall be a member of the Board of Trustees, ex officio, and without vote.”

Louisiana College Bylaws – Article II – Membership of the Board of Trustees“The Board of Trustees shall consist of thirty-three persons elected by the Louisiana Baptist Convention plus the President of the Louisiana Baptist Convention. The President of the College also shall be a member of the Board of Trustees, ex officio, [sic] and without vote.”
*Taken from “Louisiana College Charter and Bylaws - Revised November 1991; Amended December 1996.” (Thus, the total number of members was 35 which clearly did not included the Executive Director)
     For over 100 years this was the relationship between the Executive Director and LC. Now, however, the Louisiana College Articles of Incorporation (NOT the Articles of Incorporation and not the Bylaws of the LBC) state the following regarding the makeup of the Board:
Article IV, 4.2 – Membership – LC Restated Articles of Incorporation (adopted in 2008)
“The Board of Trustees shall be composed of thirty-three persons, each of whom shall be a member in good standing of a Baptist church in Louisiana cooperating with the Louisiana Baptist Convention and a resident of the state of Louisiana, plus the President and the Executive Director of the Louisiana Baptist Convention. The President of Louisiana College shall be a member of the Board of Trustees, ex officio, and without vote.” (emphasis mine) (According to this entry the total number of members is 36 and includes the Executive Director)
*Taken from “Restated Articles of Incorporation of Louisiana College” adopted 2008.
     I came on the Board in November of 2008 and at that time I was given a copy of both the “Louisiana College Charter and Bylaws - Revised November 1991; Amended December 1996” and a copy of the “Restated Articles of Incorporation” dated (2008). To be honest, I didn’t even note the difference (change in Board makeup) for quite some time.
     As a side note, of the two original passages that show only 35 Board members (one in the Articles of Incorporation and the other in the Bylaws) only the passage from the Articles of Incorporation had been amended. The passage from the Bylaws was dropped altogether, apparently upon vote of the Board, but I do not recall such a vote during my tenure, so again I assume it happened before I arrived. Now here is an important part… for a change to occur in the Articles of Incorporation of Louisiana College there must be a ratification of an amendment through a motion presented at the Louisiana Baptist Convention.

On Amending the Louisiana College Articles of Incorporation
     How does one go about amending the Articles of Incorporation of Louisiana College? The following are the two most recent Articles on the subject (pre 2008 and from 2008 forward):
LC Articles of Incorporation (pre 2008) - Article VI – Amendments and Alterations“This Charter may be changed and amended at a regular meeting of its members by a vote of two-thirds majority of those present and voting, providing notice has been given at a preceding meeting of the Board, and with the approval of the Louisiana Baptist Convention, expressed by the affirmative vote of two-thirds of the messengers to the Convention who are present and voting.”

LC Articles of Incorporation (post 2008) - Article V – Amendments and Alterations“The Articles of Incorporation of this corporation may only be amended with the approval of a two-thirds majority of the Board of Trustees and the approval of the messengers of the Louisiana Baptist Convention in accordance with the policies and procedures of the Louisiana Baptist Convention at any annual or special meeting of the Louisiana Baptist Convention, after notice of the intention to amend the [sic] these articles together with the proposed amendment have been published in the BAPTIST MESSAGE not less than twice in the thirty (30) days immediately preceding the meeting of the Louisiana Baptist Convention.”

      In other words, the LBC must approve any change to the LC Articles of Incorporation. It is interesting that the article on amendments and alterations to articles was amended in such a way to suggest that the LBC must approve the change “in accordance with the policies and procedures of the Louisiana Baptist Convention.” We will come back to that very important last clause later in this document.
     The “Proceedings of the 159th Annual Meeting of the LBC” found in the 2006 Annual Book of Reports (pages 95-97) show that the LBC did indeed vote for and passed amendments to the Articles of Incorporation of Louisiana College (however, I will show that the particular amendment change in question is null and void since it was out of order). One of the changes voted on included Article IV: Membership:
Section 2. (Amendment in bold type) The Louisiana Baptist Convention shall elect the members who shall constitute the trustees of the corporation. The Board of Trustees shall be compose of thirty-three persons, each of whom shall be a member in good standing of a Baptist church in Louisiana cooperating with the Louisiana Baptist Convention and a resident of the state of Louisiana, plus the President and the Executive Director of the Louisiana Baptist Convention. The President of Louisiana College shall be a member of the Board of Trustees, ex officio, and without vote.
     Of interest is that the minutes of the meeting note only the presentation of the amendments with background (#28) and the call for a raised ballot vote and its passage (#29). After researching this event and speaking to a couple of individuals who were in leadership positions during the time of, and involved with the vote, I’ve discovered there was no explanation of why the additional language was being added from the platform and there was no discussion from the floor, nor any questions raised about the topic.
     Here is the key point on the subject of the LBC passing the proposed LC amendment. Without correctly changing its own Bylaws to allow for such an amendment to be in order, the LBC has been in violation of its rules. Note RONR (10th ed.), p. 332, 15-8 which states the following:
Motions that conflict with the corporate charter, constitution or bylaws of a society, or with procedural rules prescribed by national, state, or local laws, are out of order, and if any motion of this kind is adopted, it is null and void. (emphasis mine)
     Thus, in actuality, the fact that the LBC voted to change the article related to adding the Executive Director, it is in fact, moot. The action is null and void since it was out of order because it conflicts with the current bylaws. I have shown that the LBC Bylaws do not allow for the seating of the Executive Director on the Boards of Trustees, so to suggest that passing this amendment allows such... without properly adjusting our own LBC Bylaws... is absurd.

On Baptists, their Entities and the Centralization of Power
     Apparently, Louisiana College wanted to make a change (or was pushed to make a change) in their articles to allow for a position for the Executive Director. Regarding how this came about, I’ve been told by a person in the middle of LC Board activities at the time that he was told by both the President of the College and the Executive Director of the LBC that the other wanted this addition. In other words, the President has said that the Executive Director wanted the change and that the Executive Director has said that the President wanted the change. My question is this, Why did anyone feel it necessary to give the Executive Director this spot on the Board of Trustees anyway?
     My assumption would be that it was probably due to the concern over other state convention’s problems with their Baptist colleges. Indeed, I share that deep and abiding concern. The last thing I would want is for any state convention-started Baptist college to sever its ties with the convention from whence it came. Naturally, I am inclined to think the reason someone would suggest that the Executive Director have a seat on the Board of Trustees would have something to do with a desire to establish a more firm link between LC and the LBC. I get it, but the addition of that language was not necessary… there are other ways to firm up that link including, but not limited to Sole Membership (although I do not think Sole Membership is the best choice—and I’ll explain why—however, it is a better than having the Executive Director serve ad infinitum on the Board).
     Now, turn this corner with me. I understood that some point in years past, Louisiana Baptists had rejected the idea of Sole Membership (although you wouldn’t know it at this point since the LC Articles of Incorporation has been changed to use “sole member” language… we’ll come back to this in just a bit). Corporate laws allow nonprofit corporations to have members. Think of ‘member’ as hard and fast name for an owner or controller. A Sole Membership is a corporation which has only one named member. The sole member issue emerged onto the scene of Southern Baptist Life in the mid 1990’s when Morris Chapman and the Executive Committee of the Southern Baptist Convention (SBC) began to insist that each of the entities of the SBC change their Charter (Articles of Incorporation) to name the SBC as the sole member of each entity. The New Orleans Baptist Theological Seminary (NOBTS) under the leadership of Dr. Chuck Kelley, expressed serious concerns about the sole member issue and subsequently, NOBTS was the last of the SBC entities to adopt Sole Membership, but not until after being forced to do so by pressure from Baptist Press and the Executive Committee of the SBC.
     Part of the concern over Sole Membership, and this is key, is the centralization of power that is concretely established between the corporation and the member upon adoption of the structure. One of the main concerns Dr. Kelley expressed (along with the major issues that arise due to Louisiana’s Napoleonic judicial system and the rejection of any formal hierarchical structure in Baptist life) is a move away from the traditional way Baptists have interacted with their entities. Dr. Kelley argues for a cooperational model of Convention interaction. What is proposed with the Sole Member model is a centralization method of interaction.
     Just for comparison’s sake, I list for you here the change in the Membership portion of the LC Articles of Incorporation from the pre 2008 article and the post 2008 restatement of the articles both of which I was given at the LC Trustee Orientation. 

LC Articles of Incorporation – Article IV “Membership” Section 1. (pre 2008)
“This corporation is chartered on a non-stock basis and shall have no shareholders and no members other than the persons constituting its Board of Trustees. The Board of Trustees shall in all matters be taken to be the members of the corporation and they shall exercise all the rights and powers of members.”

LC Restated Articles of Incorporation – Article IV “Membership” 4.1 (2008)
“This Corporation shall be organized on a non-stock membership basis. The sole member of this corporation shall be the Louisiana Baptist Convention, a nonprofit, Louisiana corporation domiciled in Alexandria, Louisiana. Except as otherwise provided in these Articles of Incorporation or by applicable law requiring a greater number of votes other than a simple majority for approval of any action by the member, any matter requiring a vote of the members of this corporation shall be adopted by a majority of messengers of the Louisiana Baptist Convention who are present and voting as is provided by the Louisiana Baptist Convention Articles of Incorporation. Each messenger shall have one vote. The annual meeting of the member of this corporation shall take place contemporaneously with the annual with the annual meeting of the Louisiana Baptist Convention without the necessity of giving notice to the member of said meeting. Any special meeting of the member of this corporation may only be called as provided in Article X11 Meetings of the Lousiana Baptist Convention’s Articles of Incorporation and shall only be held at the same places, dates and times as the Louisiana Baptist Convention determines in accordance with its Articles of Incorporation and By-laws. Notice of any special meeting of the member of this corporation shall be printed in the Baptist Message not less than twice in thirty (30) days immediately preceding the meeting of the Louisiana Baptist Convention.

      In other words, in the past, members of the Board of Trustees were the members of the corporation. That was changed and now the LBC is the sole member of the corporation. I understand the concern for concise language to link our convention and its entities, but in a way that is not over reaching and reactionary (which is what I’m afraid might have been the case in the wake of rogue Baptist colleges… but I digress).
     Important to note is that this “sole member” language change did not happen in 2006 with the LBC’s affirmation of LC’s article amendments. Rather it happened at some later date, but before (or perhaps at the same time of) the passage of the 2008 restatement I currently possess (For transparency sake, I must say that I have experienced significant frustration over what appears to be a lack of concise recordkeeping as it relates to when certain articles were adopted/amended or dropped by Louisiana College. That is not the case for the LBC where I have, for the most part, been able to coherently ascertain information through minutes and other documentation… so, kudos to those in the trenches at the LBC who keep this stuff straight and put it together).
     Now back to the sole member issue… Does anyone want to guess who the Vice President for the Cooperative Program of the Executive Committee of the SBC was at the time when the Sole Membership issue was at the forefront of SBC life? Remember, Sole Membership has to do with power, control and oversight… right? It was Dr. David Hankins, the current Executive Director of the LBC. I have even heard some refer to Dr. Hankins as the architect of the sole member structure which presently permeates the SBC. Dr. Ken Keathley (now of Southeastern Baptist Theological Seminary) and Dr. Lloyd Harsch (of NOBTS) did a wonderful job articulating the difference between cooperation and centralization while also pointing out Hankins’ proclivity toward centralization when they wrote a rejoinder to Hankins’ The Relations of the Southern Baptist Convention to Its Entities. In part, they wrote:
Hankins argues that, unlike Northern Baptists with their societal methods and Landmark Baptists with their rejection of associational methods, Southern Baptists have historically embraced centralization as an effective means of inter-church ministry. He repeatedly claims that there “is no record of undue fear of centralization or creeping connectionalism or any other threat to Baptist polity.” In his summary of findings, Hankins lists first that the “Southern Baptist Convention, rather than fearing centralization, organized itself with a centralized structure.” The problem with this argument is that it seems to confuse cooperation with centralization. While Southern Baptists have continually explored avenues of greater efficiency through broader cooperation, they have intentionally avoided centralization.
     From the above quotation (and numerous other passages throughout his text) Hankins is admittedly inclined toward this “centralization.” Furthermore, is it not telling that he thinks that there has NOT been a “record of undue fear of centralization or creeping connectionalism or any other threat to Baptist polity.” Friends, that’s exactly what I am arguing is the case in the Louisiana Baptist Convention. I have that very fear and I argue that those fears have come to fruition.
     Although I do not know the context of the rejection or the specifics of the discussion regarding the question of Sole Membership within the political structure of the LBC before the current Executive Director’s tenure, it is clear that there was such a rejection (and it is clear that since the Executive Director has been hired on to lead Louisiana Baptists, that now, at least Louisiana College’s Articles of Incorporation, have been changed to adopt sole member language).
     To present early testimony that shows there had been such a rejection of sole member language, I offer the following. Are you ready for the mother of all ironies? Louisiana’s rejection of Sole Membership (for its entities within Louisiana) was even referenced on the floor of the SBC meeting in Indianapolis in June of 2004 when, in support of the New Orleans Baptist Theological Seminary and at odds with SBC leadership, Tommy French (yes, that’s right) spoke out against Hankins’ position (although, I have no idea whether or not he knew it was Hankins’ position since Morris Chapman was the face of the Executive Committee and Dr. Hankins was not elected to the office of Executive Director in Louisiana until October 2004).
     Here is a video of Dr. Tommy French, current chairman of the Board of Trustees of Louisiana College, speaking out about the dangers of centralization and subsequently against Hankins’ sole member position (I must admit that Dr. French and I are on the same side of the issues in this video. In fact, the reason I recall his speaking to this motion is that I speak to the floor shortly after his address)


On Objections and Bad Hermeneutics
     In Part 1 – On Power and Protection, I showed through detailed research, systematic exegesis and a thorough summary that from the perspective of the Louisiana Baptist Convention’s Articles of Incorporation and Bylaws, the Executive Director is allowed no seat on the Boards of Trustees. In fact, it is not just that the Executive Director has no seat on the Boards of Trustees, it is that the office is prohibited from any seat other than that of the serving as secretary of any of the Standing Committees. This is due to the clear and unmistakable language of, specifically, Article IV, Section 10 and Article III, Section 9 of the Bylaws and further, by an examination of what is clearly the spirit of Article IV regarding the safeguarding of boards and committees against undue influence.
     Further, I showed what the language should have been, were the Bylaws correctly changed to reflect an allowing of such a seat by comparing the aforementioned articles related to the Executive Director to Article VIII, Section 4 of the Articles of Incorporation where the elected President of the Convention IS given an ex officio seat on both the convention committees and boards.
     As mentioned earlier, I find it interesting that the article on amending articles was amended to say that the LBC must approve any proposed change to LC Articles of Incorporation “in accordance with the policies and procedures of the Louisiana Baptist Convention.” Yes, the amendment was voted on by the LBC (with no explanation, question or discussion) but it was not changed in accordance with the policies and procedures of the LBC since there is a clear contradiction in the articles in question. My very complaint is that we have been and still are transgressing our own rules in this regard. No matter how one might parse this issue, the Bylaws of the LBC and the Articles of Incorporation of LC are in conflict. They do not line up.
     For clarity’s sake I have offered a few of the responses to my arguments and my explanation in rejoinder:



1)      The one-word change from “service” to “election” is sufficient to allow for the seating of the Executive Director. I have already shown that this is not the case. The very article in question Article IV, Section 10 in fact prohibits the seating of any employee (regardless of whether they “eligible for election” or “eligible for service” since it does not mention the Executive Director or the ex offico role) unless there is an allowance in another section of the Bylaws for such a seat… which is not the case. In fact, the very article that delineates the role of the Executive Director only gives him ex officio seating on only the Standing Committees.
2)      The LC Article amendment voted on by the LBC is sufficient to allow for the seating of the Executive Director. Again, this is not the case. I have already shown that, in fact, the action of the LBC passing such an amendment was out of order and the amendment is null and void since it transgresses the Bylaws of the Convention.
3)      There is precedent for the Executive Director to be seated on the Board of Trustees. First of all, there is no precedent from within Louisiana. I have shown that the role of the Executive Director was always that of a visitor to Board meetings. Further, regardless of whether any other state has a place for the Executive Director on their Baptist college Boards of Trustees, those states aren’t Louisiana and most of those who have had a place for the Executive Director on the Boards make it a non-voting position. I have learned through my own research (contacting the state conventions and/or offices of the Presidents of most of the 42 Baptist colleges connected with a state convention that states like Kentucky, Mississippi, North Carolina, Arkansas and the 9 Baptist schools in Texas, among others, have no spot at all for the Executive Director and when asked why, a few of those cited evidential conflict of interests.
4)      Other places in the Bylaws allow for the seating of the Executive Director. One argument set forth is an unfortunate misunderstanding of Article IV, Section 6 of the LBC Bylaws which states, “Each board of the Convention shall organize and elect its own officers under its own rules and regulations….” Clearly, this is simply a case of bad hermeneutics. Apparently this misunderstanding centers on the word “officer.” Although the Executive Director is a type of officer in the LBC he is not an “officer” of the Boards. Board officers, in the case of LC, include the Chairman, Vice-Chair and Secretary. Again, no place in the current Articles of Incorporation or Bylaws of the LBC allow for the seating of the Executive Director on any of the 4 Boards of Trustees.


In conclusion, allow me to offer some simple questions and answers for clarification:
1)      What has been the historic relationship between the office of the Executive Director and Louisiana College? For over 100 years the Executive Director has been an invited visitor to the meetings.
2)      Are the constitutions conflicting? Yes, the Bylaws of the LBC do not give the Executive Director a seat on any of the LBC Boards of Trustees but the LC Articles of Incorporation have been amended to include a position for the Executive Director.
3)      Was the amended LC article regarding Board membership in order? No, it was not, since any change must have been “in accordance with the policies and procedures of the Louisiana Baptist Convention” and there is a conflict. Further, Roberts Rules of Order state that motions that conflict with the constitution or bylaws of a society… are out of order, and if any motion of this kind is adopted, it is null and void.”

A couple of other questions as food for thought:
1)      Since Sole Membership language is now in the LC Articles of Incorporation (whether or not it is the best practice is still questionable to me), what would be the need to have an Executive Director seated on a Board? There is no need since the LBC is the sole member and has sovereign oversight by its right to annually elect approximately 1/3 of the 33 board members. The Trustee process has worked for Southern Baptists and it still should be held to that high standard.
2)      Is it appropriate to give the Executive Director a voting seat on the Boards of Trustees (especially in light of the spirit of the rules) since he clearly has influence over the LBC CP budget (which I argue to be appropriate for the Executive Director), his Board “term” would be limitless, and his influence in larger convention life is significant. Again, I think not. There are safeguards in place through the text and the spirit of our rules to protect both the Boards of Trustees and the Executive Director himself. We must correct this oversight.


I look forward to hearing from the Executive Committee of the Louisiana Baptist Convention who presently has my referred motion. Also, I intend to attend the next LBC Executive Committee meeting and look forward to addressing my motion and answering any questions the members have. Let us see if Louisiana Baptists and their pastors are listening. Remember, this is about truth and transparency for me... I suppose we will see who feels the same as I.

Semper Reformanda
Soli Deo Gloria!
-Jay Adkins


P.S.
There may or may not be a Part III. Due to the response to my posts this has been quite the busy week for me, and in church life, I’m a pastor first. I’ve gotta catch up. Also, a big thanks to @QuintAdkins for the HTML help.

Tuesday, March 11, 2014

Thank you!!!

As I sit here with my boys at the eye doctor and scroll through my phone I am overwhelmed by the encouragement that has been sent my way from so many different people, from so many different walks of life. I cannot properly respond to everyone that has offered supportive emails, texts, Facebook messages and Tweets over the last few days. Let me tell you, I have been overwhelmed at the multiple thousands of hits on my blog since Friday. Thats big-time for me since the next closest post only ever received a couple hundred hits. I will be posting another blog soon but until then I just wanted to say thanks.

Blessings,
Jay

Monday, March 10, 2014

Part 1.5 - What Happens to Dissenters


I had intended my next post to be about. LC and its relationship to the LBC. However, something has happened that I'd like to address first.

Lest one would wonder about how dissenting voices are treated by those in positions of leadership in the Louisiana Baptist Convention, I present to you the following email I received from Tommy French, Chairman of the Board of Trustees of Louisiana College, just a little over 6 hours after I published a blog post titled Part I – On Power and Protection last Friday:

Jay:

     In your blog, “The Crescent Crier,” dated March 7, 2014 titled Part I – On Power and Protection you wrote, “My hope is that certain recordings (which I understand to exist but have not heard the content) would be released to the public.”

     Then you wrote in the final paragraph, “I have recordings to back me up and would be more than happy to comment if provoked.”

     Why would anyone with integrity want recordings released to the public if they had no knowledge of the content?

     Are the recordings you possess, but have not heard the content, the same ones that you say will back you up?

     You are not authorized to release any sensitive and confidential information concerning Louisiana College to anyone without expressed permission from the College President, Dr. Aguillard, or to me the Chairman of the Board of Trustees. This includes any and all original and duplicates of any recordings made of any and all meetings, gatherings, or conversations wherein any Louisiana College past, present, or future affairs, involvements, plans, etc., were discussed, inferred, or references made thereof.  Any such items are property of the College. You are not authorized to possess them and you are directed to submit them to me at [address redacted] by March 14, 2014. If you do not submit these items to me by that date, or if you continue to act improperly through your postings or otherwise, you will be subject to any disciplinary or legal actions allowed under law.

     Please comply with my directive so there will not be a need for further action to recover the items and restrain you from improper board member conduct. Please notify me of any issues you would like to have addressed by the Board of Trustees for agenda consideration. As a board member, you should not publically voice displeasure, in reference to any Louisiana College sensitive and confidential matters, on websites, through the media, electronically, or otherwise. Board member misconduct only brings harm and embarrassment to the College. As board members we are to operate in an orderly manner to protect the best interests of Louisiana College.

     If you possess any recordings that are related to Louisiana College they are the possession of Louisiana College and you have no right to possess them. Also, you are under a legal obligation to release them to me, the Chairman of the Board of Trustees, or the President of Louisiana College.

 

T. C. French, Jr.
Chairman of the Board
Louisiana College

 

What follows is my response to Dr. French:

Dr. French,

     I am pleased to respond to your email dated March 7, 2014 regarding my personal blog post titled Part I – On Power and Protection concerning my motion to the Louisiana Baptist Convention about the influence of the Executive Director of the LBC and that office’s interaction with the Boards of Trustees of the Convention.

     Through detailed research, systematic exegesis and a thorough summary I showed that the Executive Director has no seat on the Boards of Trustees. Considering all the information I shared, it is disappointing that you only noted a sentence or two from the very beginning and end of my discourse which has nothing to do with the topic of my post. With that said, however you did ask a reasonable question regarding my reference to audio recordings.

     You asked, “Are the recordings you possess, but have not heard the content, the same ones that you say will back you up?” The answer is no, they are not the same (although I suppose some of them may corroborate my concerns, depending on what is said on the recordings). As evidenced by Sunday morning’s article in the Town Talk newspaper there are recordings that have been made which clearly question the truthfulness of the LC College President and arguably “exonerates” those who brought the whistleblower allegations. I heard rumblings of the existence of such recordings but I had never personally heard them nor did I have empirical proof of the existence such recordings… that is, of course, until now… and it is as I expected it to be.

     The recordings that will “back me up” are the official recordings of the proceedings of the Louisiana College Board of Trustee meetings regularly made by the Board secretary. As a Board member, who attended the meetings in question, I requested and received these recordings from the Board secretary, just as others have done previously (including, as I understand, the President of the college). I believe these recordings validate my testimony of undue influence by the Executive Director (especially considering that he should not even be present during the Executive Session meetings since he is not allowed a seat on the Board of Trustees as articulated by the Bylaws of the Louisiana Baptist Convention).

     I made a request for copies of three recorded meetings, at separate times, in order to help organize my thoughts, provide further clarity, and to answer certain questions I had regarding rules of order, procedure and conflicting information in order that I would be best equipped to carry out my fiduciary responsibilities as a Board member.

     I assume you know, Dr. French, that Title 12 “Corporations and associations” of the LA Revised Statues 12:226, regarding the liability of officers and directors in relationship to corporations and members, requires the following of officers of corporations:

     A. Officers and directors shall be deemed to stand in a fiduciary relation to the corporation and its members, and shall discharge the duties of their respective positions in good faith, and with that diligence, care, judgment and skill which ordinarily prudent men would exercise under similar circumstances in like positions.

     B. Any officers or directors who knowingly, or without the exercise of reasonable care and inquiry, consent to the issuance of shares in violation of the provisions of this Chapter, shall be liable jointly and severally to the corporation and any person who suffers any loss or damage as a result thereof.

     It is clear that I am neither beholden to Chairman of the Board of Trustees or to the President of Louisiana College, but to the Louisiana Baptist Convention which twice elected me to the Board of Trustees and calls me to do my work “in good faith, and with that diligence, care, judgment and skill which ordinarily prudent men would exercise under similar circumstances.” Further, it is clear to me that any Trustee “who knowingly, or without the exercise of reasonable care and inquiry…” neglects his duty, “shall be liable jointly and severally to the corporation and any person who suffers any loss or damage as a result thereof.”

     Thus, as a duly elected Trustee of Louisiana College, I have a fiduciary responsibility to do, not what I am told to do by you or the college President, but to do what is right and good on behalf of all Louisiana Baptists.

     Furthermore, as I have already noted, I have in my possession an unsigned copy of the “confidentiality” document that is given to Trustees. After a lengthy time of investigation and contemplation, I discovered that our governing documents not only DO NOT REQUIRE a trustee to sign a confidentiality agreement, there is not even a mention of any sort of confidentiality agreement for the trustees to sign. I have examined our Articles of Incorporation, our Constitution and Bylaws and our Policies and Procedures of the College (of which I have intimate knowledge having been appointed to the small committee to revise and update the policy and procedures manuals of LC in 2009 or 2010) and no such mandate exists.

     Upon election to my second term and after coming to the realization (1) that I felt as if we were not always being presented with the whole truth about issues related to the college, (2) my concern over stalled/failed programs which were eating through our budget along with the deplorable state of our facilities, and (3) the realization that trustees are not required to sign such a document, I DID NOT SIGN the document and further, rejected another copy given to me at a later date. However, even though I did not signed the copy (dated March 2012) and still have it in my possession, I take very seriously the responsibility given to me and have not divulged any information that has been presented in our Board’s Executive Session meetings. As I stated in my Friday blog, “the only time I will speak publicly about issues related to my Trusteeship is when I find unfair treatment or what I perceived to be untruths being presented to the public.”

     You asked, “Why would anyone with integrity want recordings released to the public if they had no knowledge of the content?” Again, I was not speaking about the recordings of which I knew nothing (although I did hear murmurings about what might be on those recordings and I always want truth to be exposed). Rather, I was speaking to the recorded meeting minutes that I hold. To further answer your inquiry, it is due to my desire to be a man of integrity that I reserve the right to speak out about injustice, influence and intimidation while serving on the Board. And as you well know [this statement is redacted due to information it contained regarding an Executive Session issue], so do me a favor and do not lecture me about truthfulness and transparency.

     You charge, “You are not authorized to possess them and you are directed to submit them to me at [redacted address] by March 14, 2014.” You sir, are incorrect. At the beginning of my second term I did not sign the document you are referencing and I am not required to follow your directive here. I am a duly elected member of the Board of Trustees of Louisiana College and I am more than entitled to these documents and recordings. I will not be bullied, nor will I be threatened.

     Finally you say, “As a board member, you should not publicly voice displeasure, in reference to any Louisiana College sensitive and confidential matters, on websites, through the media, electronically, or otherwise.” I can honestly say, I wish I did not have to voice my displeasure. You further posit, “Board member misconduct only brings harm and embarrassment to the college. As board members we are to operate in an orderly manner to protect the best interests of Louisiana College.” I certainly do agree with this sentiment, since I would argue that indeed there has been misconduct by some members of the Board and those individuals ought to be embarrassed.

     I continue to remain steadfast in standing for transparency but (regarding matters of Executive Session along with numerous other bits of privileged information) have leaked no information, shared no documents, spoken to no one about Executive Session issues, nor have distributed or allowed anyone to listen to the recordings of our meetings. Although I am not required to, I will consider turning over my documents and recordings to the school when I rotate off the Board in November. Let me rephrase that, I would have considered it, but after being threatened with legal action I probably won’t since I might need some of the information to defend myself if I am attacked any further. In the spirit of truth and transparency I will also be posting the text of your letter and my response on my blog (excluding one line where I mention an Executive Session issue… because I don’t leak information).

 

In Veritas et Perspicuitas,
Jay Adkins, A.S., B.A., M.Div., Th.M.
A Louisiana Baptist Pastor and Member of the Board of Trustees of Louisiana College

Friday, March 7, 2014

Part 1 - On Power and Protection


This is the first post of what is likely to be a 3 part series. My next post will likely be after Sunday (I hear the Town Talk, the newspaper of the Alexandria/Pineville area, will publish information Sunday morning that might require further comment). As a reminder to those who have kept track of this ongoing issue, I have the unsigned copy of the most recently distributed “confidentiality” document given to the Trustees. Even though I have not signed it, I take seriously the responsibility I have as a Trustee and to this point have not divulged any information that has been presented in our Board’s Executive Session meetings (although I’d love to share some of that info and may be forced to do so at a later date). The only time I will openly speak about issues related to my Trusteeship is when I find unfair treatment or what I perceived to be untruths being presented to the public. At this point I offer the following: it appears to me the only reason for the recent reignition of issues related to Louisiana College is due to the inability of the LC administration to move on from what was a deeply divisive and contentious issue which had quietly retreated into the past. Clearly, some people are more concerned with continually flaunting an ego-driven, and arguably non-existent “exoneration” than they are seeking unity and peace for the greater good of the Kingdom of God. As my granny would say, “this is what happens when people don’t leave well-enough alone.” My hope is that certain audio recordings (which I understand to exist but have not heard their content) would be released to the public. If that happens, many, many questions will finally have answers and there will be an exoneration… for me and those who have been maligned.

Today, I would like to point attention to the role of the Executive Director of the Louisiana Baptist Convention (LBC) as it relates to his interaction with Louisiana College (LC). This is a long post but I beg your patience, attention and contemplation.

Part 1 – On Power and Protection

On Monday evening, November 11th I offered the following motion to the Louisiana Baptist Convention meeting in Alexandria, Louisiana:

Resolution Addressing the Role of the Executive Director on the
Boards of Trustees of the Louisiana Baptist Convention
Submitted by Jay Adkins on the floor of the LBC
November 11-12, 2013

     WHEREAS Article IV, Section Ten (10) of the Bylaws of the Louisiana Baptist Convention state, “No salaried employee of this Convention and its boards and committees shall be eligible for election as a voting member of boards or committees of this Convention except as provided in the constitution of the Convention or these bylaws,”
     WHEREAS Article III, Section Nine (9) of the Bylaws of the Louisiana Baptist Convention state, “The Executive Director of the Executive Board of the Convention shall serve ex officio [sic] as a member and as secretary of all standing committees of the Convention; however, he may be assisted in this task by members of the Executive Board staff,”
     WHEREAS Articles II and III of the Bylaws of the Louisiana Baptist Convention clearly delineate a distinction between 1) Standing Committees of the Louisiana Baptist Convention and 2) Boards of Trustees of the Louisiana Baptist Convention, noting seven (7) Standing Committees and four (4) Boards of Trustees,
     WHEREAS these terms are not used interchangeably but are in reference to either the Standing Committees (committees) or the Boards of Trustees (boards),
     WHEREAS these Bylaws bestow upon the Executive Director ex officio status (to serve as secretary) of all Standing Committees, they do not permit the Executive Director to be seated as a voting member of any of the four Boards of Trustees of the Louisiana Baptist Convention;
     WHEREAS Article II of the Louisiana College Bylaws: Revised and Amended 1996, formerly identified no position for the Executive Director, when it presented, “The Board of Trustees shall consist of thirty-three persons elected by the Louisiana Baptist Convention plus the President of the Louisiana Baptist Convention. The President of the College also shall be a member of the Board of Trustees, ex officio [sic] and without vote,”
     WHEREAS for over 100 years, from the founding of Louisiana College, the Executive Director had no voting position on the Louisiana College Board of Trustees, until changes were made to the Louisiana College Charter and Bylaws in 2008 when the Restated Articles of Incorporation of Louisiana College, Article IV, 4.2 was amended to read, “The Board of Trustees shall be composed of thirty-three persons, each of whom shall be a member in good standing of a Baptist church in Louisiana cooperating with the Louisiana Baptist Convention and a resident of the state of Louisiana, plus the President and the Executive Director of the Louisiana Baptist Convention. The President of Louisiana College shall be a member of the Board of Trustees, ex officio, [sic] and without vote,” (emphasis mine)
     WHEREAS the absence of a voting member position for the Executive Director on the Boards of Trustees could be understood to have been a deliberate action on order to guard against 1) the clear conflict of interest arising from the Executive Director’s influence over the convention budget, 2) a privileged tenure due to an undefined and unexpiring term and 3) the powerful voice of the Executive Director and his positional influence in larger Convention life,
     WHEREAS Article IV, 4.2 of the Louisiana College Restated Articles of Incorporation is in direct contradiction with Article III, Section Nine (9) and Article IV, Section Ten (10) of the Bylaws of Louisiana Baptist Convention,
     WHEREAS Louisiana College does not have the authority to supersede the Constitution and Bylaws of the Louisiana Baptist Convention by placing on its Board of Trustees a salaried employee of the Convention;
     WHEREAS Comprehensive Standard 3.2.4 of the Council on Colleges of the Southern Association of Colleges and Schools (SACS) states: “The governing board is free from undue influence from political, religious, or other external bodies and protects the institution from such influence,”
     WHEREAS being found out of compliance with such Comprehensive Standards might result in further sanctions or even denial of reaffirmation by the accrediting body;
     THEREFORE BE IT RESOLVED the Louisiana Baptist Convention meeting in Alexandria on November 11-12, 2013 clarify that the Executive Director of the Executive Board of the Convention is not a voting member of any the four (4) Boards of Trustees of the Louisiana Baptist Convention,
     BE IT FURTHER RESOLVED, regarding Louisiana College, the Louisiana Baptist Convention meeting in Alexandria on November 11-12, 2013 formally requests the Board of Trustees of Louisiana College to amend their Restated Articles of Incorporation to comply with the Louisiana Baptist Convention’s Bylaws by removing “and the Executive Director” from Article IV, 4.2 of the Restated Articles of Incorporation,
     BE IT FINALLY RESOLVED this action does not prohibit the Executive Director from interacting with Louisiana College in his role as Executive Director of the Executive Board of the Louisiana Baptist Convention, who may be invited to attend any open meeting of the Board of Trustees for purposes of information and encouragement.

     Yup, that’s a mouthful. It is cumbersome and a bit tedious but the verbiage was important in order to cover all the bases I hoped to address. Granted the last two “Whereas” statements are not necessary as to the flow and purpose of the resolution in toto, but I felt it was important to express my concern about how this relationship (specifically between the Executive Director and Louisiana College) could be misconstrued by our governing body (SACS).
     Another Louisiana pastor, Lewis Richerson, expressed similar concerns. He too presented a motion at the LBC meeting. His motion dealt with the definition of ex officio and whether or not the Executive Director’s position should be voting or non-voting. This is an important question (and one that needs to be addressed) regarding whether or not the Executive Director should be a voting member of the Standing Committees, however, my contention is that the question is moot in regard to the four Boards of Trustees, since according to our constitution, the Executive Director has no seat thereon.
     After my motion, and during a time of discussion and a point of order that I offered, Dr. David Hankins, the current Executive Director of the LBC, was allowed to speak to the matter. The following is a direct transcript of his address:
            Thank you Mr. President,
     Ah, the point of orders are raised is that this convention has been, for some number of years, in violation of its own bylaws, ah, when it has adopted all of the charters, which it’s done so recently, of all of its entities, as well as sustaining the rules under which the Executive Board operates. The bylaw under reference says that no salaried official of the convention is eligible for election. That means that the nominating committee or the committee on committees may not put forth the name of a salaried person, ah to serve on one of the committees or boards of this convention. However, ex officio members are not under that rule. The President that’s elected each year and the Executive Director by name, serve on the boards according to the charters of, that have been approved by this convention. This convention is not in violation of its own rules.
     I would further demonstrate that in that Mr. Richarson’s motion, tried to change the language from election to service, which then would put the convention’s rules in conflict with the current charters. And so I would encourage the messengers to sustain the motion to refer this very complex motion, ah, some of which is out of order on other rules. And so I hope that the body would allow the Executive Board to study this and bring you a report at a future convention. (David Hankins addressing the Louisiana Baptist Convention, November 12, 2013.)
     Ironically, and in what can only be looked at as comedic relief, my motion, about the influence of the Executive Director, was referred to the committee that is under the direction of… wait for it… the Executive Director. The fact remains, the Convention is violating its own rules and here is why.
     Clearly, the Executive Director has been serving on the Boards of Trustees (and it does seem as though the Board charters have been changed to allow for this) but the LBC Constitution has not been changed to allow for this. Further, the Executive Director has been a voting and very vocal member of at least one of the Boards. I rarely heard the Executive Director speak up in years past. In fact, I seem to recall whole meetings that passed where he didn’t say a word. That has not been the case over the last two years. Although the Executive Director has apparently been serving on each of the four Boards of Trustees, I only have experience with his interaction with the Board on which I serve, the Board of Trustees of Louisiana College. Thus, the motion I offered was specifically in relationship to Louisiana College and therefore I will only address what I have experienced.
     The Executive Director mentioned the following in his response:
“The bylaw under reference says that no salaried official of the convention is eligible for election. That means that the nominating committee or the committee on committees may not put forth the name of a salaried person, ah to serve on one of the committees or boards of this convention. However, ex officio members are not under that rule. The President that’s elected each year and the Executive Director by name, serve on the boards according to the charters, of, that have been approved by this convention.” (his emphasis)
     Clearly, in this statement the Executive Director is pointing to a particular word as the basis for that office to have a seat on the Boards. He is specifically emphasizing one word which he apparently assumes allows him a seated position on the Boards. He even vocally emphasized that word during his response. The word in question is “election” (anyone want to chase down the irony here… ;) sorry, inside joke).


On the Changing of a Word
     Here is what you might not know… before 2007 the article in question said the following…
Article IV, Section 10 (pre 2007) – Bylaws of the Louisiana Baptist Convention
“No salaried employee of this Convention and its boards and committees shall be eligible for service as a voting member of boards or committees of this Convention except as provided in the constitution of the Convention or these bylaws,” (emphasis mine)
     During the 2007 LBC meeting a change was proposed to that article… a change of one word. I can not find where a floor discussion took place regarding this change, but the amended language was apparently adopted (however, conspicuously and unlike all the other Book of Reports which I possess, the Constitution and Bylaws were not included in the 2008 LBC Book of Reports). After 2007 the article now reads…
Article IV, Section 10 (post 2007) – Bylaws of the Louisiana Baptist Convention
“No salaried employee of this Convention and its boards and committees shall be eligible for election as a voting member of boards or committees of this Convention except as provided in the constitution of the Convention or these bylaws,” (emphasis mine)
     In other words, from the time the article was first adopted the idea was that “no salaried employees could serve on the boards or committees of the convention.” Why was this word change made? I am admittedly assuming that the Executive Director had something to do with this change. Clearly by his own statement he thinks simply changing one word in the constitution would grant the office such a seat (in fact, the Executive Director acknowledged as much when he noted that if the language was “service” rather than “election” then the convention’s rules would be in conflict with the current charters). However, to suggest that any one-word-change now allows a spot for the Executive Director on the Boards of Trustees could not be further from the truth. In fact, it is quite na├»ve.
     Let’s examine why…


On the Spirit of the Rule:
     As already noted, Article IV, Section Ten (10) (found on page 78 of the 2013 Book of Reports) articulates, “No salaried employee of this Convention and its boards and committees shall be eligible for election as a voting member of boards or committees of this Convention except as provided in the constitution of the Convention or these bylaws.” Clearly, the idea of improper or undue influence and/or conflict of interest is the implicit concern of this passage. In fact, most of the sections of Article IV deal with the very issue of guarding the entities against this type of influence citing areas of term limits, rotating trusteeships, etc (Sections, 1-4, 8-10). Inasmuch, the use of the term “elected” (changed from “service”) in this article, is irrelevant to the question of who should or should not be seated. In his statement the Executive Director admitted that only these two ex officio positions are in question and I would posit that this particular section (10) is really only dealing with the office of Executive Director since the Convention President is not a Convention employee. Furthermore, who wields more authority in Baptist in Convention life than the Executive Director? What is implicitly being espoused by the Executive Director in arguing for a spot for that office is that the Executive Director should have an on-going, term-limit free, permanent vocal and voting position on the very boards that receive monies from the Convention budget, of which he has oversight. In light of Section One (1) of the same article (Article IV), which declares, “The Convention affirms its adherence to the policy of periodic rotation of the membership of its committees and boards,” to argue that the Executive Director should hold a permanent position, ad infinitum, is a serious breach of this particular rule as well as transgresses the sprit of the rule from Section Ten (10).


On Ex Officio Positions:
     Now, let’s compare the two ex officio offices and what our guiding documents actually allow…

The service of the LBC President: On Both Standing Committees and Boards.
The yearly elected President of the Convention DOES INDEED, upon election, have a spot on both the Convention committees and boards. Note Article VIII, Section Four (4) of the Articles of Incorporation of the Louisiana Baptist Convention (found on page 71 of the 2013 Book of Reports). This article identifies that the President of the LBC, “shall, by his election, become an ex officio [sic] member of all Convention committees and boards.” Thus, upon election, the President of the Convention does serve on both the Convention Standing Committees and the Boards of Trustees. That’s the President. Now let’s look at what is allowed for the Executive Director. (emphasis mine)

The service of the LBC Executive Director: Only on Standing Committees.
Compare the previous allowance of the elected President’s responsibility (and the clear and distinct language used there) to the limitation placed on the Executive Director in Article III, Section Nine (9) of the Louisiana Baptist Convention Bylaws (found on page 77 of the 2013 Book of Reports). This article states, “The Executive Director of the Executive Board of the Convention shall serve ex officio [sic] as a member and as secretary of all standing committees of the Convention; however, he may be assisted in this task by members of the Executive Board staff.” (emphasis mine)

     I’m not sure how much more clear this can be. The Executive Director IS NOT GIVEN MEMBERSHIP ON THE BOARDS OF TRUSTEES.
    
Let’s look into this a bit more closely, shall we…

     The terms “committees” and “boards” are not used interchangeably in our guiding documents. They are in reference to either the Standing Committees (committees) or the Boards of Trustees (boards). The distinction in the language is noted throughout all the articles of both the Bylaws and Incorporation. This taxonomy is most precisely articulated in Article II of the Bylaws of the Louisiana Baptist Convention (found on page 75 of the 2013 Book of Reports). There is a sharp and unquestionable distinction between 1) Standing Committees of the Louisiana Baptist Convention and 2) Boards of Trustees of the Louisiana Baptist Convention. This article lists the following:

(7) Standing Committees
1. Committee on Committees
2. Committee on Nominations
3. Committee on Order of Business
4. Committee on Credentials
5. Committee on Resolutions
6. Committee on Moral and Social Concerns
7. Committee on Louisiana Baptist History

...and the following:

(4) Boards of Trustees
1. Louisiana College
2. Louisiana Baptist Children’s Home
3. Louisiana Baptist Foundation
4. The Baptist Message

     It is quite clear that these Bylaws bestow upon the Executive Director ex officio status (to serve as secretary) of all Standing Committees… but they certainly do not permit the Executive Director to be seated as any type of member (ex officio, voting or not) of any of the four Boards of Trustees of the Louisiana Baptist Convention. Furthermore, since he is to serve as a secretary only, he is arguably not even explicitly given a vote on the Standing Committees. In the end, one cannot identify a place in either the Bylaws, or Articles of Incorporation of the Louisiana Baptist Convention where the Executive Director is allowed to be seated on the Boards of Trustees of the Convention. Thus, and in light of the spirit of Article IV, he is, I would argue, in actuality, prohibited from serving on anything other than the Standing Committees. There should be no question on this matter. Our Bylaws are clear.

     The crux of the overarching issue may be broken down into the following simple questions and answers:
          1. Where in the Constitution and or Articles of Incorporation is the Executive Director given ex officio membership? Article III, Section 9 of the Bylaws.
          2.  In that bylaw, what allowance is afforded him? He “shall serve ex officio [sic] as a member and as secretary of all standing committees of the Convention;…”
          3.  Where in the Bylaws is the elected Convention President given ex officio membership? Article VIII, Section 4 of the Articles of Incorporation.
          4.  In that bylaw, what allowance is afforded him? He “shall, by his election, become an ex officio [sic] member of all Convention committees and boards.”
          5. The Executive Director is given ex officio membership on the 7 standing committees in Article III, Section 9 but where in the Constitution or Articles of Incorporation is the Executive Director given a position on the Boards of Trustees of the Louisiana Baptist Convention as is made available to the President of the Convention in Article VIII, Section 4 of the Articles of Incorporation? He is not given such a role and is in fact prohibited from such as seat from a concise reading of Article IV, Section 10 - “No salaried employee of this Convention and its boards and committees shall be eligible for election as a voting member of boards or committees of this Convention except as provided in the constitution of the Convention or these bylaws.” As we have noted there is no provision for such a seat bestowed upon the Executive Director.
          6.  What is the spirit and purpose of the rule in Article IV, Sections 1 and 10 of the Bylaws? Clearly, to keep at bay the possibility of undue influence.
          7.  What person has more influence in Convention life than the Executive Director? No One.
          8.  Finally, is it even appropriate for the Executive Director, who arguably has an inordinate amount of influence over the Convention budget, to be given what amounts to a permanent, voting position on the Boards that subsequently receive monies from that very budget? I argue that it is not… but although pertinent, that is discussion for another time.

On Undue Influence by the Executive Director:
     So why this motion at this time? Simply stated… Because I have witnessed, first hand, what I and others believe to be undue influence of the Executive Director on the Board of Trustees of Louisiana College in regard to the President of LC.
     Be assured, I have not said anything about the role of the Executive Director in public that I have not said to him face to face. In fact, I actually drafted a resolution to censure the Executive Director after witnessing what I believed to be moments of undue influence and political maneuvering in Board matters. I prayerfully held that resolution through three meetings and ultimately did not present it (although I did tell him about it). A few other board members knew I had such a motion however I chose not to offer it to the body after I saw the clear lines that were drawn and where the numbers were (at that point there was no need in exacerbating an already divided Board). I expressed my extreme disappointment with him and his action. Presently I do not feel it is appropriate to share the text of my resolution to censure since it deals with a number of things that happened in Executive Session during Board meetings.
     Let me also take a moment to be transparent here. I was angry with what I saw. So much so that I am ashamed to admit that it was anger to the point of sin. Sitting in my office one day another pastor in the state (who also had been dealing with similar feelings) called to challenge me. He noted his frustration and told me that God had convicted him over his anger. He confronted me by asking me if I had prayed for the Executive Director. With tears in my eyes I admitted I had not. I repented at that very moment and asked God to help me with those untoward feelings. I am so thankful for a fellow pastor who cared enough about me to call me out on the subject. You know who you are and you’re a blessing to me, friend. Although I can admit my bad attitude and have long gotten over my anger regarding these issues, the fact remains I still have a fiduciary responsibility to Louisiana Baptists (until November of this year when I rotate off the Board) and to myself (as a Pastor and man who tries to function in integrity) to point out where I see a large and looming problem in our Convention.
     Regarding the last two years of turmoil at Louisiana College… the fact of the matter is that the Executive Director has had all of the information that the Board has had. All of this information that is now being leaked, the vast majority of which the Board had been given (whether or not they looked at it or investigated for themselves is questionable), was also available to the Executive Director. Further, the Executive Director had even more information than the rest of us since he was appointed to the small committee of Board members who “looked into” the whistleblower allegations (who as I understand, interviewed no one). So as you come in contact with more and more leaked information, take note that it was known and it was steamrolled-over.
     The following is my opinion (although some would agree and some would disagree) and I take responsibility for it without offering it in malice or anger. I firmly believe that the current President of Louisiana College would no longer be in that capacity were it not for the protection of the Executive Director of the LBC. As is now finally being proved, there was never a “Calvinist Conspiracy” that demanded attention… Not from the faculty nor from the Board (this allegation, which I continue to hear paraded around to engender support from the anti-Calvinist lot, is absolutely laughable considering that there were only two of us on the board who identify with Reformed Soteriology… TWO of 35 members). The only reason the issue was directed at Calvinism was so that the Executive Director could rid the school of reformed leaning professors. If he could identify Calvinism as the strawman and then extol the LC President as protecting the school from such a “takeover” then numerous uninformed and uneducated people (including some board members who much like the President couldn’t articulate a definition of Calvinism if you made them) would be misdirected enough to rally around the President and subsequently disregard the preponderance of information regarding the clear lack of leadership or at least the bungled nature of so many things coming out of Louisiana College… exempli gratia: Facilities in disrepair, SACS issues, failed Law School, failed Medical School, failed film school, loss of donors, unreasonably high turnover of Vice President’s of Academic Affairs, high legal fees from litigation, etc.
     There you have it friends. I welcome anyone who would rise to challenge me on what I have said here. I have audio recordings to back me up and would be more than happy to comment if provoked.

Semper Reformanda
Soli Deo Gloria!
-Jay Adkins

     Part Two will look further into the conflict between the LBC bylaws and the Restated Articles of Incorporation of Louisiana College. Part Three will likely be a bit of commentary on the role of the Trustee and the current topics being leaked to various media outlets (But that will depend of the stories that are coming out over the weekend).
     I am appreciative that Kelly Boggs of the Baptist Message has finally engaged some of the Board members to investigate one of the particular stories that have been leaked (its only one aspect, but it’s a start). My hope is that he does a thorough and actual investigation on the subject. However, and this is no reflection on him at all, I remain unconvinced that such a probe will come to fruition.
     Guess who sits on the Board of Trustees of the Baptist Message… well, I’ll let you figure out that one yourself.


Amendment: I earlier had posted what I now know to be a misstatement. I was under the impression that the Baptist Message was under the office of the Executive Branch of the LBC. I have since, found out that is not the case. Although it was something that Dr. Hankins tried to bring about after becoming the Executive Director (which is why I thought it had happened), that movement failed. My apologies to Kelly Boggs and those at the Baptist Message.