Context for the Reservations Expressed by New Orleans Baptist Theological Seminary
Concerning a Charter Amendment Proposal

At the annual meeting of the Southern Baptist Convention in Indianapolis, Indiana, June 15-16, 2004, the Convention respectfully requested the trustees of the New Orleans Baptist Theological Seminary to adopt in their October 2004 meeting an amended seminary charter that would:

• name the Southern Baptist Convention as the sole member of the New Orleans Baptist Theological Seminary thereby assuring the messengers’ historic rights and giving the Convention legal immunity
• specify the Southern Baptist Convention’s right to
       (1) elect and remove the seminary’s trustees;
       (2) approve any amendment of the charter adopted by the board of trustees;
       (3) approve any merger, consolidation or dissolution, the creation of a subsidiary, or any change in the corporation's charter; and
       (4) approve the sale, lease, or other disposition of all, or substantially all, of the corporation's assets;

• confirm the seminary board’s right to otherwise govern the institution; and
• be in language which the Executive Committee of the Southern Baptist Convention in its February 2005 meeting, will recommend to the 2005 Convention for approval, and in a form ready to be filed with the Louisiana Secretary of State.

In response, on October 13, 2004 the Board of Trustees of New Orleans Baptist Theological Seminary passed the following two motions:

"The New Orleans Baptist Theological Seminary Board of Trustees move[s] to propose to the Southern Baptist Convention the amendment to our charter requested by the convention in Indianapolis, Indiana in 2004 regarding sole membership, as outlined by the Executive Committee of the Southern Baptist Convention, with the attached reservations regarding legal and polity concerns and possible minor language adjustments to which the Executive Committee of the Southern Baptist Convention would agree. We further move that the New Orleans Baptist Theological Seminary President explain the reservations to convention messengers at the Southern Baptist Convention in Nashville, Tennessee in 2005."

"That the reservations regarding the legal and polity concerns be referred to the New Orleans Baptist Theological Seminary Executive Committee and to the New Orleans Baptist Theological Seminary's legal counsel for further review with the final document being presented to the full Board before the April 2005 meeting."

On November 10, 2004, and after a series of written exchanges and considerable confusion about whether a proposed charter had actually been approved in final form, legal counsel for the seminary wrote legal counsel for the SBC clarifying that there would be no “minor language adjustments” tendered, and that a proposed charter had been approved, attaching it to his letter.

On December 23, 2004, the president of the New Orleans seminary, Dr. Charles S. Kelley, wrote the president of the Executive Committee, Dr. Morris H. Chapman, forwarding the “official proposal to amend our [the seminary’s] charter, approved in October, and an attached statement of our [the seminary’s] reservations about the proposal, approved in December.” The letter also stated that the list of reservations was approved by the executive committee of the seminary’s board, and was distributed to the full board.

Review the reservations stated by the New Orleans seminary trustees.