A Note from Morris H. Chapman, President and Chief Executive Officer of the SBC Executive Committee
Dear Southern Baptists,
Over the last few years, we have taken a number of steps here at the SBC Executive Committee to give you greater access and input to the ministry and function of the Southern Baptist Convention: we continually update sbc.net to keep you abreast of current discussions and issues; we've made available online messenger registration for the annual Southern Baptist Convention; we've made the recommendation of qualified trustees and committee members more accessible to all Southern Baptists; and we've made it much easier for you to submit resolutions for consideration by the Resolutions Committee.
We have initiated each of these because we are ever mindful of the reality that the Executive Committee does not exist to serve itself; rather, it exists to serve the Southern Baptist Convention through processes that are God-honoring, cooperative, efficient, and productive. The Executive Committee, composed of Southern Baptists whom you have chosen from all across the country, in a very real sense belongs to you.
With that in mind, we would like to take the opportunity to explain the assignment the SBC has given the Executive Committee. Many Southern Baptists do not realize or understand why it exists and how it has been directed to represent and serve them. Starting with this issue of SBC LIFE, and continuing through the next three issues, we would like to offer a four-part overview of the function and ministry of the SBC Executive Committee prepared by SBC General Counsel Jim Guenther. In this issue, he covers the historical and legal context of the Convention, and then gives a brief summary of our legal makeup and relationship with the Southern Baptist Convention. In future issues, we'll examine the tasks the SBC assigns to its Executive Committee. My hope and prayer is that this series will help you understand how the stewardship you've entrusted to your Executive Committee assists the SBC to more effectively advance the gospel and promote the Kingdom of God.
The Southern Baptist Convention is a Georgia corporation by virtue of a charter granted by the state legislature in 1845. Because the charter was granted long before Georgia's current corporate laws were put into place, the SBC is not subject to the present Georgia nonprofit corporation act. There are other corporations that enjoy this same status, such as Harvard University, because their charters were granted prior to existing state statutes. This exemption means, among other things, that the Convention is not required to have, and does not have, a board of directors. Further, the Convention is not required to conduct its affairs in full compliance with the current state corporation statutes.
What many don't realize is that the Convention is not made up of churches, but actually "consists of messengers who are members of Baptist churches cooperating with the Convention."1 Those messengers enjoy messenger status only during the two-day annual session and any special session that might be convened.
The Convention declares itself to be autonomous "within its sphere." In other words, the only control to which it is subject is control by its messengers. All corporate power and authority originates with the messengers. While the Convention has committees and officers, they are all selected by and in accordance with the authority of the messengers.
While it is often said that the Convention has a "corporeal" existence only for the two days each year when the messengers are in session, the Convention actually exists as a corporate entity at all times.
The Convention is the sole member of the corporations it fosters, funds, and whose board of trustees it elects.2 Eleven of these twelve corporations are called "entities of the convention."
The Executive Committee of the Southern Baptist Convention
The Executive Committee of the Southern Baptist Convention (EC) is one of the standing committees of the Convention. It is also a Tennessee nonprofit corporation, incorporated under the direction of the Convention. The Executive Committee is governed by its board of trustees — the "members" of the Executive Committee — which are elected by the Convention. All of the Executive Committee's corporate powers are exercised by or under the authority of its board of trustees, and the affairs of the corporation are managed under the direction of that board.3 This was how the Convention chose to organize the EC.
The Executive Committee is unique in that it is not a true "entity" of the Convention. "Entities of the Convention" are enumerated in SBC Bylaw 14, which identifies all of the incorporated ministries fostered by the Convention as "entities of the Convention." That bylaw does not list the Executive Committee as one of these "entities." The Convention has a relationship with the Executive Committee that is both similar to and different from the Convention's relationship with its fostered entities. For example, it is similar in that the Convention elects the trustees of the Executive Committee. It is different in that the Convention delegates its own authority to the Executive Committee, but not to any of the eleven entities.
Likewise, the Executive Committee is both similar to and different from the entities of the Convention. For example, it is similar in that the Executive Committee is a separate corporation, just as each entity is a corporation separate from the Convention. Yet, the Executive Committee is different in that, unlike any entity, the Executive Committee is focused essentially inwardly toward the Convention, in service to the Convention, as a coordinating and facilitating influence. It is not focused primarily outwardly toward those to whom the entities minister.4
So, while the Executive Committee shares some common traits with the entities of the SBC, it is clearly unique in its makeup, focus, and assigned responsibilities.
The Relationship Between the Convention and Its Executive Committee
The nature of the Convention, especially its corporeal existence for only two days each year, requires a special relationship between the Convention and its Executive Committee. The messengers have made explicit assignments of duties and prerogatives to the Executive Committee, just as the messengers have made explicit assignments of duties and prerogatives to Convention officers and other committees of the Convention.
The explicit assignments to the Executive Committee are primarily found in SBC Bylaw 18E.5 These are very specific assignments. The Executive Committee is "specifically authorized, instructed, and commissioned to perform the ... functions" enumerated in fourteen subparagraphs of the bylaw. Each of these explicit assignments by the Convention to the Executive Committee directly and immediately serves the Convention. Furthermore, the Convention has "instructed" the Executive Committee to perform the functions. That is, the Executive Committee has the Convention's authority, its directive, and its "formal written warrant granting the power to perform" the enumerated acts or duties.6 In fact, the Executive Committee would be derelict in its duty if it did not perform the assignments. Its authority is conferred by our "internal law" — our Baptist polity — as well as by "external law" — secular legal principles.
Among the explicit assignments, the messengers have delegated broad authority to the Executive Committee to act on the Convention's behalf in the following roles:
• The Executive Committee is declared by the Convention's bylaws to be "the fiduciary, the fiscal and the executive entity of the Convention in all its affairs not specifically committed to some other board or entity."7
• Furthermore, the Convention's bylaws authorize and direct the Executive Committee to act "for the Convention ad interim in all matters not otherwise provided for."8
According to the Convention's design and directives, the Executive Committee's authority is to be recognized within the "family," that is, within the structure of the Convention. And, the Convention's delegation of authority to the Executive Committee is to be respected by the courts under the first amendment to the United States Constitution, which obliges government to be deferential to religious bodies when it comes to their own governance.9
The Executive Committee understands and has declared in its own bylaws that the Executive Committee is authorized and directed by the Convention to exercise "the powers, duties and trusts contained in its Charter and in the Constitution and Bylaws of the Southern Baptist Convention" and "other powers and duties as the Convention may delegate to it from time to time."10
Thus, the Executive Committee acts on behalf of the Convention and primarily for the Convention's benefit, even though the Executive Committee is a distinct corporation whose board of trustees manages and controls its work, elects its officers, and holds them accountable.
In the next issue, we will consider the specific roles assigned to the Executive Committee by the Convention. As you can see, our Southern Baptist forefathers assigned a remarkable stewardship to the Executive Committee, showing extraordinary wisdom and foresight when they crafted these guidelines and stipulations. As a result of their faithfulness to God and their commitment to providing a structure that would most effectively accommodate the Convention's dedication to the Great Commission, we now benefit from a design and structure that places the authority in the hands of the messengers and the responsibility for representing them and executing their wishes in the hands of those they choose among the various entities and the Executive Committee. This design has served the Lord and the SBC well for eighty-seven years. May the Lord continue to receive glory as He continues to bless this time-tested and honored arrangement.
1 SBC Constitution, Article III.
2 One entity, New Orleans Baptist Theological Seminary, and the SBC's Executive Committee are the two corporations for which the messengers have not yet approved sole membership changes. The NOBTS board last October approved the necessary amendments and the Executive Committee may now cap the process with similar approvals in February. If the messengers approve both sets of amendments this June, as the Executive Committee hopes, the "sole membership" form of expressing our SBC/entity relationships will be complete. For a more comprehensive explanation of sole membership, see the related article in the June/July 2004 issue of SBC LIFE.
3 Executive Committee Bylaws, Article II. Conforms with TCA §48-58-101.
4 An exception to this rule is found in the Executive Committee's discharge of several of its ministry assignments.
5 The SBC Bylaws are available for review online at www.sbc.net/aboutus/legal/bylaws.asp
6 Webster's Ninth College Dictionary.
7 SBC Bylaw 18E. While the fostered entities of the Convention may have fiduciary roles in relation to the Convention, this bylaw indicates these as primary responsibilities of the Executive Committee as it performs its functions in relation to all the entities.
8 SBC Bylaw 18E(1).
9 Watson v. Jones, 80 U.S. 679 (1872).
10 Executive Committee Bylaws, Article I.
James P. Guenther has served as an attorney for Southern Baptists for forty-six years — six years as in-house counsel for the Baptist Sunday School Board, and then as outside counsel for the Southern Baptist Convention since 1964.