For today’s post, I would like to direct your attention to
the interplay between Louisiana
College
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
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 theLouisiana
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 Louisiana
cooperating with the Louisiana Baptist Convention and a resident of the state
of Louisiana
*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 Louisiana
cooperating with the Louisiana Baptist Convention and a resident of the state
of 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
Apparently,
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
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
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 Louisiana
College
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
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.
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