May 2005 Issue
Your SBC Executive Committee
Considering Its Legal Duties
by James P. Guenther
A Note from
Morris H. Chapman, President and Chief Executive Officer of the
SBC Executive Committee
Dear Southern Baptists:
The title in each of the articles in this four-part series
has begun with the phrase: Your SBC Executive Committee. Obviously,
this is by design it reflects the reality of the mindset
and heart's desire of the Executive Committee. In introducing
the first article, I reminded the readers that the Executive Committee
is fully aware that it does not exist to serve itself; rather,
it exists to serve the Southern Baptist Convention, and is in
fact, an actual committee of the SBC. The Executive Committee
is authorized, instructed, and commissioned to perform a number
of specific functions on behalf of the Southern Baptist Convention
and they are listed in SBC Bylaw 18. The Executive Committee's
signal purpose is "to act for the Convention ad interim (between
SBC annual meetings) in all matters not otherwise provided for"
[SBC Bylaw 18, Section E, Paragraph (1)].
The eighty-two members of the Executive Committee members
of local Southern Baptist churches throughout the country and
are elected by the Convention. Its members govern the Executive
Committee in the same way trustees govern SBC entities. Because
Executive Committee members and entity trustees are elected by
the convention, they reflect you and are directly accountable
to the convention.
We view it as a high honor and privilege to represent you,
serve you, and work diligently to accomplish the assignments you
have given us.
While this series has contained a great deal of technical
and legal language, I pray it has helped you better understand
the nature of the Executive Committee's relationship to the Southern
Baptist Convention and to the each of its entities. Even more,
I hope you better understand how the stewardship you've entrusted
to the Executive Committee actually helps you and your church
work together with Southern Baptist churches across the nation
in advancing the gospel and promoting the Kingdom of God.
Some among us may react negatively to adding the topic of legal
structure to a conversation on denominational polity and duty
as if legal matters are "worldly" and
denominational matters are "spiritual." The reality
is that when it comes to Convention matters, God expects us to
make sure everything is done decently and in order (1 Corinthians
14:40, HCSB). We also must remember that we live and minister
in a nation of laws; so to be good citizens of both God's Kingdom
and this earthly kingdom, we are required to make sure
all of our structure and activities are not only in order, but
consistent with the laws of our land.
The bylaws of the Southern Baptist Convention have set forth
all of the requirements of our SBC entities, as well as those
of the SBC Executive Committee, in a way that ensures the Southern
Baptist Convention is complying on both levels.
In the last three issues of SBC LIFE, we have considered
the nature of the Southern Baptist Convention's structure, the
roles and ministries of the SBC Executive Committee, the extent
of the Convention's authority over its entities, and some of the
responsibilities and limitations the Convention has placed upon
your Executive Committee, especially as it relates to Southern
Baptist entities. In this fourth and final installment, I would
like to consider some of the legal duties the Southern Baptist
Convention has assigned the Executive Committee.
The Executive Committee's
Role in Convention Corporate Governance
Because the Southern Baptist Convention was chartered by a
special act of the Georgia legislature in 1845, the Convention
corporation is not required to conform to modern Georgia nonprofit
corporation law. For example, the Convention is not required to
meet the modern Georgia requirement that a corporation have a
board of trustees. The Convention has no board of trustees. All
the Convention's "corporate power" is exercised by the
messengers or pursuant to the delegation of authority from the
messengers. The messengers have delegated some of their authority
to the Executive Committee. That delegation occurs in the Convention's
So, all corporate power of the Convention is exercised by the
messengers and, to the extent the messengers have delegated some
of their power, by the Executive Committee. The sum of the authority
reserved by the messengers, plus the "ad interim authority"
of the Executive Committee, plus the Executive Committee authority
to act for the Convention as the Convention's fiduciary, fiscal,
and executive agent, is equal to the exercise of the whole of
the authority which the Convention enjoys as a corporation.
What are the Convention's corporate powers? A corporation is
understood to have "the same powers as an individual to do
all things necessary or convenient to carry out its affairs."1 A corporation's powers, therefore, are to
do all those things that are legal and not prohibited by the corporation's
charter, and that are helpful in achieving the corporation's purposes.
The Convention's charter declares the Convention's purpose
to be "eliciting, combining, and directing the energies of
the Baptist denomination of Christians, for the propagation of
the gospel, any law, usage, or custom to the contrary not withstanding."2 Therefore, the Convention's legal powers include
all those powers that are "necessary to the transaction of
(its) business, not inconsistent with the laws of the State or
of the United States" to achieve this purpose.3
These powers include, for example, the power to sue and be
sued; to acquire, dispose of, and deal with property; to make
contracts, borrow money and incur obligations; to lend money and
invest funds; to join in partnerships, joint ventures, and trusts;
to conduct its activities in any state; to elect directors, officers,
hire employees; and to "do all things necessary or convenient,
not inconsistent with law, to further the activities and affairs
of the corporation."4
Further in this corporate governance plane, a clear tradition
exists under which the Executive Committee is the clearing house
for recommendations to the Convention calling for the messengers
to act for the Convention in regard to an entity's charter amendment,
merger, dissolution or any other matter on which the messengers
act to determine the vote of the Convention as an entity's member.
The Executive Committee's
Role in Helping the Convention Relate to Its Entities Programmatically
The Executive Committee plays a role in the Convention's relationship
to its entities on the programmatic plane. For example, an entity's
ministry statement and amendments to the statement are submitted
to the messengers for approval through the Executive Committee.
SBC Bylaw 18E(5) directs the Executive Committee "to act
in advisory capacity on all questions of cooperation among the
different entities of the Convention, and among the entities of
the Convention and those of other conventions, whether state or
national." Ministry statements fall within that delegation
to the Executive Committee. Further, SBC Bylaw 18E(13) directs
the Executive Committee to "present to the Convention recommendations
required to clarify the responsibilities of the entities for ministries
and other functions ...."
The Executive Committee's
Role in Regard to Convention Funding of its Entities
The Executive Committee plays a major role in the Convention's
funding of its entities. The Executive Committee is the disbursement
agent of the Convention of all undesignated funds according to
percentages fixed by the messengers.5
More significantly, the Executive Committee is directed by
the messengers to present to them each year a budget in which
the Executive Committee recommends "the amount of Convention
funds which may be allocated to each entity."6
In connection with the funding of entities by the Convention,
the Convention has adopted expectations which oblige the entities
to provide the Executive Committee with financial statements,7 budgets,8 ministry
plans, accomplishments, and financial data.9
Finally, the Executive Committee has the responsibility to
oversee compliance by the entities with the Convention's Business
and Financial Plan. This plan is a statement of Convention expectations
of the business practices of entities which are funded by the
Convention. The plan is not an assertion by the Convention that
the Convention can bypass the boards of trustees and control the
entities in these ways. Certainly the plan gives the Executive
Committee no authority over the entity corporations. It does,
however, give the Executive Committee an oversight role in regard
to business and financial plan compliance of the entities.
Broad Duties of the Executive
Committee Regarding the Entities
As already mentioned, the Executive Committee is assigned the
duty to act in an "advisory capacity" on issues of cooperation
among the entities and among the entities and entities of other
conventions.10 The Executive Committee
has the further duty to keep the Convention informed as to the
financial condition of the entities,11
to study and make recommendations to the entities and when deemed
"advisable," to make recommendations to the Convention
concerning the entities,12 including recommendations
regarding the responsibilities of the entities.13
Finally, some of the duties of the Executive Committee rub
closely against the functions of The Great Commission Council.
However, because of the series of caveats in SBC Bylaw 23 which
explains and minimizes the status of the Council, it is understood
that the Council's work does not diminish the scope of the duties
of the Executive Committee, and does not represent any commitment
"to some other board or entity" under Bylaw 18E. The
Commission is neither a "board or entity."
While some may tend to view such legal constructions as "necessary
evils," in reality they include provisions that help our
Convention to fulfill the Great Commission in a way that is both
efficient and effective. Without these legal structures, assignments
and accountability could easily be discounted or disregarded,
and the work of the Convention would not be accomplished. However,
because of the foresight of those who have gone before us, we
have a time tested and proven system that helps us do what God
has called us to do.
I praise God for what He has done, is doing, and will do in
and through the Southern Baptist Convention, and I'm grateful
for the legal provisions that have been put in place to help us
maximize the opportunity to take the gospel around the world.
1 Model Nonprofit Corporation Act, §3.02.
The model act language simply states the corporate law principle
applicable throughout the country.
2 An Act to incorporate the Southern Baptist Convention, Approved
December 17, 1845 (1845 Georgia Laws, Page 130, Paragraph 3).
4 These are typical recitations of examples of the power of corporations,
quoting from the Model Nonprofit Corporation Act, §3.02.
5 SBC Bylaw 18E(3).
6 SBC Bylaw 18E(7).
7 SBC Bylaw 18E(6).
8 SBC Bylaw 18E(7).
9 SBC Bylaw 18E(12).
10 SBC Bylaw 18E(5).
11 SBC Bylaw 18E(6).
12 SBC Bylaw 18E(9).
13 SBC Bylaw 18E(13).
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
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