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Considering Its Responsibilities and Limitations

by James P. Guenther

Part 3 of 4 Series

When you have a Christian body as large as the Southern Baptist Convention, with a structure that fully recognizes and respects the autonomy of the local church, inevitably there will be some who misunderstand the responsibilities and authority of the Convention's entities and committees. Even more concerning, some can mistakenly conclude that the Executive Committee either has more authority than is actually assigned by the Convention, or that it may not have sufficient authority to do what is needed.

In the last two issues of SBC LIFE, we have examined the nature of the Southern Baptist Convention's structure, particularly regarding its entities and committees, and the roles and ministries of the SBC Executive Committee. In this third installment (of four) I would like to address the extent of the Convention's authority over its entities, as well as some of the responsibilities and limitations the Convention has placed upon your Executive Committee, especially as it relates to Southern Baptist entities.

The Southern Baptist Convention's Relationship to Its Entities

The Southern Baptist Convention has created its entities, supports and fosters them, and commends their ministries to Southern Baptist churches and their members. The Convention respects the corporate integrity of each entity corporation, and the Convention has no right to control the entity corporations beyond the Convention's rights as the corporations' sole member.

The messengers act in the Convention's annual session to determine the vote of the Convention as the member of these entity corporations. The Convention's member rights are enumerated in the charters of each corporate entity. Essentially, the Convention as the member of an entity corporation has the right to determine who sits on the entity's board of trustees. However, the authority to manage the entity is vested in its board of trustees.

The Executive Committee's Relationship to the Convention's Entities

The Southern Baptist Convention has delegated to the Executive Committee the right to exercise the Convention's corporate power. However, that must not be misunderstood as vesting in the Executive Committee any power to control or act on the behalf of a corporate entity that is related to the Convention. The broad delegation of corporate authority to the Executive Committee, to exercise all of the Convention's corporate authority except that which is reserved to the messengers or delegated to others by the messengers, speaks of the Convention's corporate authority, not of the corporate authority of corporations fostered by the Convention. These corporations - the International Mission Board, the North American Mission Board, and the other SBC entities - are managed by their individual boards of trustees except to the extent the Convention enjoys a voting right as the sole member of the corporation. In legal terms, one might say the Convention has "otherwise provided" for the management of these corporations by their boards.

However one would choose to express it, the Executive Committee clearly has no authority or right to control these fostered entities. The Convention's bylaws explicitly declare:

"The Executive Committee shall not have authority to control or direct the several boards, entities, and institutions of the Convention. This is the responsibility of trustees elected by the Convention and accountable directly to the Convention.1"

Further, the officers of the entities are elected by, and are subject to, the control and direction of the entity's directors.2 Since the Convention has no authority over an entity's officers, certainly the Executive Committee has none.

The Executive Committee's responsibilities regarding these entities are to assist the Convention as the Convention relates to these separate corporations, and to assist the entities by exercising the functions the Convention has set out in SBC Bylaw 18. First and foremost, the Executive Committee owes its allegiance to, and performs as a functionary and fiduciary of, the Convention.

The Convention deals with these fostered entities on several planes. One is a programmatic plane; another is a funding plane; another is a corporate governance plane, essentially played out by the Convention as the sole member of the entity corporation. On these first two planes, the Executive Committee has specific duties in addition to its ad interim authority. On the latter plane, the Executive Committee has some role as spelled out in individual charters adopted by several entities under which the Executive Committee plays a role in any removal process of trustees prior to the expiration of the trustees' terms of office.3 Otherwise, the Convention's messengers exercise the Convention's membership rights, the primary one being to elect trustees who then manage these fostered entities.

The Scope of The Executive Committee's Responsibilities

The Executive Committee is therefore utilized to identify and fill all vacuums and seal all the cracks. The messengers have delegated to the Executive Committee the authority and duty to conform its shape and function in such a way as to fill the whole Convention corporate mold, the small crevices and folds, to the end that the Convention can effectively function throughout the year.

Therefore, except for those matters the messengers have otherwise provided for, the ad interim authority of the Executive Committee is as broad as circumstances require, and its assignment is to attend to all matters which need attention and which are required for the prudent, careful, and diligent conduct of the work of the Convention. If it needs to be done to achieve the Convention's purposes, the Executive Committee is empowered and obliged to do it.

Thus, the Executive Committee is to be assertive, not wait for the messengers to identify a need, but identify it and meet it. This assertiveness is required for the Executive Committee to faithfully discharge its duties to the Convention. The Executive Committee has a duty to the Convention and its messengers to exercise its ad interim authority, and its fiduciary, fiscal, and executive functions, with prudence, care, and diligence and with absolute loyalty to the Convention. The messengers may hold the Executive Committee accountable for its lack of vigor and care.

At the same time, the Executive Committee must not act in a manner which is disrespectful of the messengers as the ultimate authority in the Convention. It must not "get ahead" of the messengers, establishing policies, programs, and ministries which are fundamentally within the province of the messengers. The Convention, acting through the messengers, points the way, and the Executive Committee assists in moving the Convention, the entities, and itself in the direction the messengers have pointed.

Further, and as already suggested above, the Executive Committee must act consistently with the limitation on its authority in areas otherwise provided for. Ad interim authority is limited to the extent the Convention has otherwise provided. The messengers have otherwise provided for entities, and for officers and committees other than the Executive Committee, to perform their specified duties and exercise their prerogatives. However, the Treasurer of the Convention, while accountable to the messengers, is subject to the accountability, supervision, and control of the Executive Committee. This right of supervision accompanies the Executive Committee's right to choose that officer.

Thus, the Executive Committee functions as the enabler of the Convention, as staff to the Convention, and as the corporate entity which makes possible the Convention's achievement of its purpose. The Executive Committee is not the Convention, and is not even the Convention ad interim. But the Executive Committee is the ever-present corporate body that acts on behalf of the Convention in every instance and circumstance other than those the Convention has designated to its officers and other committees.

Once again, we praise God for guiding our Southern Baptist forefathers as they crafted our constitution and bylaws. These legal documents make it possible for our entities and committees to work together effectively and efficiently as we assist Southern Baptist churches in fulfilling the Great Commission.

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. 2018.02v1.00 : 2.15.2018
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