If you are like most Southern Baptists you may have heard about the SBC Executive Committee, but are probably unfamiliar with its makeup and function. Sometimes it is good to ask, "Who are you, and why are you here?" In the last issue of SBC LIFE we started a four-part series designed to answer such questions. In the first article, we examined the historical and legal context of the Convention, and then considered a brief summary of the Executive Committee's legal makeup and relationship with the Southern Baptist Convention. In this installment we will consider some of the roles and responsibilities the Convention has assigned your Executive Committee. What you are about to read summarizes what you have entrusted to your Executive Committee.
The Fiduciary Role of the Executive Committee
The Southern Baptist Convention has established a "fiduciary" relationship with the Executive Committee, which means the Committee acts on behalf of the SBC in certain legal matters. The Executive Committee's fiduciary role includes the assignment to take legal title to any real and personal property of the Convention and to hold that property in trust for the Convention, subject to the direction, general or specific, of the Convention.1 In discharging this duty, the Executive Committee acts for the Convention in regard to the Convention's property much as trustees of a church might act in regard to church property. On the Convention's behalf, the Executive Committee receives all money, funds, or securities or other assets that are donated to or transferred by will or otherwise conveyed to the Convention.
The Fiscal Role
The Executive Committee's president is also the treasurer of the Convention by virtue of his office. Thus, the Executive Committee oversees the work of the Convention's treasurer. The treasurer is accountable both to the Convention and to the Executive Committee. All matters related to the financial affairs of the Convention, the receipt and disbursement of all funds, the management of reserves, are vested in the Executive Committee.
The Executive Role
The Executive Committee directs the Convention's work that is not the responsibility of SBC entities or other committees. These tasks are indeed broad and varied. From a legal standpoint the Executive Committee executes all contracts for the Convention and sees to it that the Convention complies with the law. The Executive Committee is responsible for caring for the legal needs of the Convention and for employing accountants and other experts to assist the Convention and the Executive Committee in acting on the Convention's behalf. The Executive Committee is also responsible for managing the Convention's risks.
The Convention has no employees and is thus dependent upon the Executive Committee to employ and direct individuals to assist the treasurer and execute the assignments the Convention has given to the Executive Committee. In addition, the Executive Committee provides staff assistance to the officers and committees of the Convention. The Executive Committee is also the primary body that assists the Convention in research and planning.
Furthermore, the Executive Committee serves as the primary advisor to the messengers and reports the work it has done on their behalf. The Executive committee also tends to the conduct of the annual meeting of the Convention.
Special Assignments from the Convention
The Executive Committee is the recipient of special assignments from the Convention and referrals by the Convention on an annual basis. One example is the practice of messengers to assign to the Executive Committee the review of motions made by messengers that would require the amendment of the Convention's bylaws.
Ministries of the Executive Committee
The Executive Committee carries out the ministry assignments given to it by the Convention. These assignments include the promotion of the Cooperative Program, the provision of a news service, caring for public relations on the Convention's behalf, and providing assistance to churches, denominational agencies, and state conventions through estate planning and investment management. The Executive Committee performs this latter ministry assignment through the Southern Baptist Foundation, a Tennessee nonprofit corporation of which the Executive Committee is the sole member.
The Executive Committee's Ad Interim Authority
The broader scope of the Executive Committee's function is defined in an "everything except" manner. The Executive Committee acts on the Convention's behalf "ad interim in all matters not otherwise provided for." This delegation of Convention authority reflects the simple fact that the messengers cannot themselves tend to the Convention's business because they are in session for only two days each year. Because of time limitations, the annual convention is not a forum in which the detailed business of the Convention can be transacted prudently.
This is the Convention's "delegation by exception." By this I mean if the task needs to be performed, if a matter needs to be tended to, if action needs to be taken, then the Executive Committee is responsible. Unless it is a matter the messengers have retained for themselves, or it is within the purview of an officer or other committee, or within the responsibility and right of the boards of trustees to manage the corporate entities of which the Convention is the sole member, the Executive Committee is expected to address these needs. Therefore, to mark the outer edges of the Executive Committee's authority, it becomes necessary for the Executive Committee to recognize and honor the authority, rights, and duties of the officers of the Convention, of the other committees of the Convention, and of the trustee boards of the Convention's entities.
The Convention's Officers and Committees
The Convention's bylaws call for six officers: a president, a first and a second vice president, a registration and recording secretary, and a treasurer.
The SBC president is an ex officio member of the board of the Executive Committee, The International Mission Board, The North American Mission Board, LifeWay Christian Resources, and GuideStone Financial Resources.2 The president has certain appointive powers, for example, the power to appoint a Credentials Committee,3 tellers,4 the Committee on Committees,5 and the Committee on Resolutions.6 The president is a member of the Committee on Order of Business.7 The president may participate in the call of special meetings of the Convention.8 The president presides over the meetings of the Convention.9 The president's only other rights or powers are those granted to the chair under Robert's Rule of Order when the president is presiding at an annual meeting.
The vice presidents have the right and duty to ascend, in order, to the presidency in the event of the death or disability of the president.10 The recording and registration secretaries have rights and duties explicitly stated and limited in nature.
The other standing committees of the Convention have narrowly stated duties and prerogatives. These committees are: the Committee on Nominations whose duties are defined in SBC Bylaw 15; Committee on Resolutions (Bylaw 20); Committee on Order of Business (21); Credentials Committee (8); and a committee-like group, the Great Commission Council (23). While the Executive Committee provides staff assistance and counsel to these committees, the work of these committees is outside the scope of Convention power delegated to the Executive Committee.
The Messengers' Authority
The messengers may create special committees and charge these committees with duties as long as the duties are not already assigned to an officer or standing committee by the Convention's bylaws. If the special committee's function would invade the bylaw-declared responsibility of an officer or standing committee, including the Executive Committee, the bylaws would first need to be amended to make the change.
Likewise, the messengers may reduce, enlarge, or otherwise modify the assignment to standing committees, including the Executive Committee, and the assignment to officers, accomplishing that change by bylaw amendment when the matter is presently addressed in the Bylaws, and by motion when it is not.
According to the bylaws, the messengers are not permitted to invade the jurisdiction of the trustees of any entity, nor of the Executive Committee, when it comes to management or the conduct of assigned functions. Since the Executive Committee, like each of the entities, is a corporation, the Executive Committee's board has the legal duty and right to manage the corporation, subject only to the Convention's rights as the sole member. Thus, while the messengers may assign duties to the Executive Committee, which presumably the Executive Committee would accept, the details of how those duties are performed — by whom, at what cost, and so forth — are matters controlled by the Executive Committee's board.
Since the Executive Committee is not an entity of the Convention, SBC Bylaw 26B is not relevant to motions of messengers dealing with the Executive Committee's internal operations. That bylaw requires such motions "dealing with internal operations or ministries of an entity shall be referred to the elected board of the entity for consideration and report to the constituency and to the next annual meeting of the Convention ...." (Emphasis added.)
However, when a motion of a messenger invades the jurisdiction of an entity's board of trustees, or the jurisdiction of the Executive Committee's board of trustees, the motion is in fact out of order because it is an action beyond the authority and power of the Convention. As a matter of practice, the Convention regularly refers motions made by messengers concerning the work or the area of work carried on by the Executive Committee to the Executive Committee for study and report back. However, these referrals should not be treated as automatic referrals under Bylaw 26B; a motion to refer should be made and voted upon by the messengers. And, if the messenger's motion invades the jurisdiction of the Executive Committee, it is better practice from a legal point of view for the motion to be declared out of order.11
Therefore, a messenger's motion relating to the work of an entity, standing committee, officer, or the Executive Committee which would affect the scope of their work (or the jurisdiction of their board) is out of order if it would presume to override an explicit Bylaw assignment. Otherwise, such a motion may be scheduled for debate and acted upon, or the messengers may vote to refer it to the Executive Committee.
In summary, the Convention's committees and officers have their assigned responsibilities, the SBC entities have specific areas of ministry, and the messengers have reserved certain responsibilities unto themselves. The messengers have assigned whatever remains to the Executive Committee. When the Executive Committee asks itself if it has the authority to act for the Convention under its ad interim authority, the Executive Committee is put to the task of determining if the contemplated action is reasonably necessary or prudent.
As you can see, the Executive Committee stands accountable to you, the Southern Baptist Convention, for its interpretation of the scope of its delegated authority and for its prudent exercise of that authority. It is my prayer that by better understanding this stewardship, you will be better equipped — and more deeply motivated — to pray for your Executive Committee, and that you will be more compelled to track the decisions and actions of the Executive Committee as it faithfully serves you and God.
1 SBC Bylaw 18E(2).
2 SBC Constitution, Article V §3 and SBC Bylaw 14.
3 SBC Bylaw 8B.
4 SBC Bylaw 10D.
5 SBC Bylaw 19.
6 SBC Bylaw 20.
7 SBC Bylaw 21.
8 SBC Constitution Article XI §3.
9 SBC Bylaw 11.
10 SBC Constitution Article V §5.
11 A practice has developed by which the chair is reluctant to declare motions out of order, lest the chair appear heavy-handed. However, when a motion is both out of order and also "dealing with internal operations or ministries of an entity," it is legally better to declare it out of order than treat it as a motion to be automatically referred to the entity under 26B. The problem with treating it as a 26B motion is that it sets the stage for the messengers to override the automatic referral of 26B and vote by two-thirds to schedule the motion for debate as 26B permits. If the messengers vote to schedule the motion for debate, then the chair must finally declare it out of order, frustrating the messengers. Furthermore, if the chair declares a motion out of order after the messengers have voted to deal with it by the two-thirds required by 26B, one would presume the two-thirds vote necessary to override the chair could be obtained. But, if the motion is simply a violation of the bylaws or invasive of the corporate integrity of an entity or the Executive Committee, the messengers do not have the prerogative to take the action even by a unanimous vote. §10, Roberts Rules of Order. Therefore, it seems best to declare such motions out of order to begin with.
James P. Guenther has served as an attorney for Southern Baptists for more than 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.