|
NOBTS trustees approve sole membership with reservations
By Gary D. Myers NEW ORLEANS – New Orleans Baptist Theological Seminary’s Board of Trustees voted 35-1 to respond positively to a request by Southern Baptist Convention messengers regarding sole membership. The action came during the board’s Oct. 13 meeting. At the 2004 Convention, messengers asked the trustees to submit a charter change proposal to the SBC as sole member of the seminary’s corporation. Trustees will honor that request during the 2005 Convention. The trustees’ proposal comes with strong reservations. Since there was little time for NOBTS officials to explain their concerns about sole membership at the past Convention, trustees insisted that their reservations be attached to the proposed charter change. Ten other SBC entities have adopted the sole membership strategy that is designed to insure the SBC ownership. Each of these entities is located in states with similar legal structures. NOBTS, however, is under a very different legal system. Louisiana has not adopted the Model Corporate Act. Trustees spent several years studying the sole membership issue. They came to the conclusion that sole membership was not the best approach for the SBC to take in Louisiana. Because of these legal concerns and Baptist polity issues, trustees were seeking a way to achieve the goals of sole membership in a manner more suitable for a Louisiana entity. Trustees had planned to offer two options at the 2005 Southern Baptist Convention (a form of sole membership and an alternative approach), but reconsidered to honor the 2004 messengers’ vote. “Today, the trustees of the seminary did that which the messengers of the Southern Baptist Convention asked them to do,” said NOBTS President Chuck Kelley. “We were asked to consider this proposal and bring it before the Convention. We have voted to do that with reservations.” “We think there are better ways to do it. But we passionately believe that the messengers of the Southern Baptist Convention are the final authority in Southern Baptist life,” he continued. “We have always made that commitment and we keep that commitment today.” The wording of the trustee motion stipulated that the charter amendment would include a list of legal and polity concerns with the sole membership strategy. Trustees asked that Kelley be allowed to explain the reservations to convention messengers at the 2005 Southern Baptist Convention meeting in Nashville, Tenn. The trustees unanimously approved a second motion referring the legal and polity concerns to the NOBTS trustee executive committee for further study. Kelley said these concerns will be completed by the December trustee executive committee meeting. A news release detailing the charter amendment and the board’s reservations will be prepared after final drafts are approved and sent to media outlets. A full report of the concerns will be presented to the full board at their April 2005 meeting. The trustee executive committee recommended acceptance of the proposal to the full board. After two hours of discussion in executive session, trustees emerged with the two motions. According to Trustee Chairman Tommy French, board members worked diligently for a unified action. “The trustees met and worked carefully through all of this so what they proposed would be in the best interest of both the seminary and the Southern Baptist Convention,” French said. “We spoke with one voice, now we are ready to get on with the work of the Kingdom.” After the vote, Convention attorney Jim Guenther reassured trustees that the Southern Baptist Convention would only act as the sole member in regard to specific actions outlined in the request made at the 2004 Convention. That motion limited the messengers’ power to the election and removal of trustees; approval of trustee initiated charter changes; approval of any merger, consolidation or dissolution, creation of a subsidiary; and approval of sale, lease or other disposition of all, or substantially all, of the corporation’s assets. Despite the disagreement about sole membership, Kelley reported that he was experiencing a good working relationship with the SBC Executive Committee. He pointed to the seminary’s development of a Cooperative Program education courses for all NOBTS graduate students as an example of the relationship. Kelley said that Executive Committee had initiated this effort to teach students about the Cooperative Program and had been helpful in providing resources for the course. “They [EC] are ecstatic about what we have done with the course,” he said. “We have gone through our pilot phase…we’ve invited the Executive Committee staff in to see what we were doing. We are working together to make the course better and better.” With the sole membership issue completed, trustees moved to a more immediate problem for NOBTS – the rising cost of health benefits. For the past few years the seminary has experienced a significant spike in insurance costs for faculty and fulltime staff members. The seminary’s insurance provider, GuideStone Financial Resources (formerly known as the Annuity Board), had utilized the Oschner Health Plan (OHP). Humana recently acquired OHP. Humana quickly announced a 28 percent increase beginning in January 2005. Seminary officials contacted GuideStone to find a cost effective option with comparable benefits. GuideStone recommended a plan that utilizes the Blue Cross Blue Shield’s national Preferred Provider Organization (PPO) network. Clay Corvin, vice president for business affairs, estimated a cost increase of over $1 million over the next three years if the seminary remained with Humana. For Blue Cross Blue Shield, the estimated three-year increase is only $20,000. Trustees unanimously approved a switch from Humana to the GuideStone PPO plan. To offset the increased deductible of the PPO plan, trustees also approved a Health Reimbursement Agreement (HRA). The tax-free HRA pays the deductible for those covered by seminary insurance. During the first year of the plan, the HPA will cover 100 percent of the employees $3,000 deductible. In the second year, the HPA pays all but $250 dollars for the employee. The HPA pays all but a $250 deductible for the employee and a $500 deductible for a family. Corvin said when money allotted for the program is not used it would be rolled into an endowment to continue the HPA benefit. In other action trustees voted to:
|