For today’s post, I would like to direct your attention to the interplay between
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. Louisiana
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
Visitors to Board Meetings” - 555.12, C. 2. offered the following regarding the
relationship between LC and the LBC Executive Director: Louisiana
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:
Vice Presidents of the College (four)
Executive Director of the
Baptist Convention Louisiana
Vice Presidents of the College (four)
Executive Director of the
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
cooperating with the Louisiana Baptist Convention and a resident of the state
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
*Taken from “
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
cooperating with the Louisiana Baptist Convention and a resident of the state
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) Louisiana
*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
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
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
’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. Louisiana
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 .
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. Alexandria, Louisiana
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
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
? For over 100
years the Executive Director has been an invited visitor to the meetings. Louisiana
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
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.” Louisiana
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.
Soli Deo Gloria!
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.