January 2005 Issue
Your SBC Executive Committee
by James P. Guenther
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
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 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
1 SBC Constitution,
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.
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