Considering Its Legal Duties
by James P. Guenther
Part 4 of 4 Series
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 bylaws.
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 budgets8 ministry plans, accomplishments, and financial data9
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).
- 3 Ibid.
- 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 since 1964.