A Consideration of the Governance Structure of the Baptist General Association of Virginia April 2013 Among the most important

decisions any organization makes is the manner in which it will steward its governance: the processes by which identity is guarded, decisions are made, and accountability is sustained. When the organization is a religious non-profit, such as the Baptist General Association of Virginia, its governance structure must be consistent both with biblical principles of leadership and the organizations stated mission. The Constitution and Bylaws of the General Association state: The object of the General Association shall be to furnish the Baptist churches of the General Association a means of cooperation for the propagation of the Gospel of Jesus Christ, and for the advancement of the Redeemers Kingdom by all methods in accord with the Word of God. There shall be full recognition of the autonomy of the local churches. Accordingly, the governance structure of the General Association should facilitate the advancement of the Redeemers Kingdom in the most efficient and effective manner possible while sustaining transparency and accountability to and for those autonomous local churches in cooperation for the propagation of the Gospel of Jesus Christ. Across its nearly 200-year history, the General Association has employed numerous governance models for this purpose, modifying and replacing former structures as needed in response to growth and changing circumstances. Upon the recommendation of the Virginia Baptist Mission Board and the affirmation of the Baptist General Association in the fall of 2012, President Carl Johnson appointed a Governance Study Committee to consider the current governance structure of the Baptist General Association and propose changes to maximize its effectiveness. No fewer than two other special committees have attempted to address this issue in recent years, neither process resulting in any substantive change. Yet, the General Association continues to struggle with a structure that is now commonly regarded as too large, cumbersome, and disjointed to be efficient and effective. The present committee is determined to avoid some of the pitfalls that have prevented meaningful adaptation in previous attempts and provide the General Association with the impetus to create an optimal governance structure for the 21st Century. Recent attempts to discover a new model for the governance of the General Association seem to have broken down in two primary ways. First, those committees tasked with advancing the cause found it difficult to narrow their scope to governance alone, and strayed into even more controversial areas like denominational relationships, identity, and the nature of annual meetings. Second, these committees could not seem to find ways to retain what Virginia Baptists most valued about the present structure while facilitating higher accountability and greater efficiency. We are determined to learn from these aborted attempts at improvement and discover the best way forward for Virginia Baptists relative to our instruments of governance. Accordingly, the scope of this committee shall be solely the evaluation of our present governance structures and subsequent recommendation of a more effective model to our Virginia Baptist family. While issues regarding the various connections of the General Association to its churches and other Baptist entities may beg to be reexamined, ours is not the responsibility of doing so. Our concern at this juncture is only the manner in which the General Association governs itself between annual meetings, or more specifically, who should represent the General Association in its oversight of general operations when the larger body is not in session and how

this fiduciary responsibility should be carried out. Furthermore, in our recommendation of an alternative structure, we shall endeavor to retain the same broad, egalitarian representation captured in the present system and appreciated by Virginia Baptists. With those significant parameters established, we are yet unanimous in our judgment that the governance structures of the General Association are inadequate in their present form and must be modified or replaced. It is not possible to identify all of the deficiencies of the present structure, but it may be helpful to illuminate and elucidate five of the most glaring problems with the present system. First, and perhaps most obviously, the Mission Board has become too large and cumbersome to function effectively and efficiently. The present Board, including elected officers, numbers over 100 members and gathers three times yearly at considerable expense to the General Association. Some seem to believe that the General Association has functioned with such a Board for all or most of its nearly two-century history, a myth effectively deconstructed by Fred Anderson in his recent column entitled HERITAGE: This Old House (The Religious Herald, February 5, 2013). In reality, the framework of the present model grounded in local Baptist associations was adopted 1921, when a relatively small number of local associations translated into a much smaller Mission Board than now exists. As new local associations were formed, new Board positions were dictated, leading us to our present conundrum. Apart from being cumbersome to maintain, the best science of organizational governance indicates that a board of this immensity cannot effectively sustain accountability and perform its fiduciary responsibility. Virginia Baptist leaders with any history in the General Association have seen numerous instances in which budgetary decisions have not been thoroughly vetted by the Mission Board, the Board has been unable to set clear strategic directions, or full deliberations of particularly difficult or divisive issues have been impossible for such a large body. In many cases, the General Association officers or the smaller Executive Committee of the Mission Board have been forced to operate as a microcosm of the broader Board, sometimes to the dissatisfaction of Virginia Baptists. Our salvation in this environment has often been the trustworthiness of our executive staff, but no organization should be primarily dependent on the integrity of its employed personnel to sustain its fiscal and ethical integrity. Second, our present structure does not ensure the diversity or competence of our governing body. With the exception of the officers and a few members-at-large nominated by the Committee on Boards and Committees, the members of the Mission Board come to their governance roles via their proposal by local associations, a strangely connectional apparatus for an avowedly non-connectional denomination. Granted, these nominees must still be seated by vote of the General Association, but the process is seldom ever challenged. While this system ensures some geographic diversity, it actually serves to discourage other diversities of gender, race, background, and the like. Further, there is no way of ensuring that accountants are in the room when budgets are considered, strategists when directions is set, attorneys when legal issues arise, etc. Those elected to the Board in the present system have likely demonstrated competence within their local churches or associations, but there is no guarantee that they are prepared to govern an organization of the General Associations size and complexity. Thus, the Mission Board frequently lacks the expertise and experience necessitated by its core governance task. Board members often report experiencing meetings as reunions of like-minded boosters who -2-

arrive to cheer on the home team and return home to promote it. Clearly, this culture has some allure and offers some value to the General Association, but it should not be confused with effective governance, which may actually be characterized by healthy dissonance and competing visions when done well. If the primary roles of our Board are the preservation of our mission and the competent fiduciary maintenance of organizational accountability, then our present Board structure is ill-suited to the task. Third, our present structure distributes strategic governance functions across various governing groups, and the strategic connections between these bodies are often thin. To some, this may seem an advantage, since power is not concentrated in one group. In reality, our structure produces disjointed governance that easily becomes politicized. Perhaps the best example of this is the existence of the Budget Committee, which is nominated primarily by the Committee on Boards and Committees for election by the General Association each fall and recreates the budget wheel each year according to the agendas of committee members. In theory, this committee serves in an advisory capacity to the Mission Board, which should receive and deliberate an annual budget recommendation from the Budget Committee before passing it along to the General Association for possible amendment and eventual ratification. In reality, the Mission Board does not have enough time to consider whatever the Budget Committee presents to it before a budget must in turn be presented at the annual meeting. Again, the Mission Board is really too large and cumbersome to consider what is presented in detail anyway. Committees of the Mission Board vet mission partners for funding consideration each year, but, in real practice, the Mission Board is not even the governing body that determines that funding. This process is controversial nearly every year, with each new Budget Committee setting its agenda apart from the strategic guidance of the Mission Board, supposedly the ultimate governing board in Virginia Baptist life. Neither our Mission Board staff nor our mission partners are ever really able to plan effectively, because they have no way of predicting what each subsequent Budget Committee may decide to do, and a tremendous amount of power becomes vested in a group other than the elected governing body. This is only one of several similar examples of very poor organizational alignment in our governance model, and each both politicizes and undermines the effectiveness of the General Association. Fourth, our present Board structure mirrors the operational structure of our Mission Board staff. Each staff team has a corresponding Mission Board committee with which it works, so that a Board meeting consists mainly of committees meeting with corresponding staff, then reporting to the larger Board in general session. On paper, this appears a neat arrangement, and Mission Board members enjoy working in areas about which they are passionate. In practice, this structure presents some significant problems, among them that few on the Mission Board ever get an accurate picture of the entire working organization. Mission Board members frequently become more advocates for and/or micromanagers of their areas (and staff) than strategists relative to the direction of the whole organization. In the parlance of best practices in policy governance, we would say that it is unclear within our structure whether the function of the governing board is active or passive. In some isolated instances, it may be appropriate for non-profit trustees to serve active functions, participating in the daily work of the organization. However, the first responsibilities of an effective board are in its passive functions, sustaining accountability within the organization by setting good policy, budgeting effectively, and -3-

overseeing the management of executive staff. These passive functions are those that simply will not be done at all unless the governing board first commits to them fully. Finally, we are increasingly concerned that many of the primary stake-holding churches of the General Association are under-represented in the present structure, if they are represented at all. Because Mission Board members are usually nominated based on their work in their local associational structures, churches who give considerable percentages of all General Association funds, but may be less active at the associational level, are unlikely to emerge in the present model. While we celebrate the fine work of many local associations, we do not think it wise that the governance of the General Association be so dependent on their viability. Larger churches are increasingly likely to partner outside of their local associations, even if they continue to support them financially. The end result is that those churches who represent collectively more than 60% of the General Associations income usually comprise less than 10% of its governing board. Without these significant players in the room when pivotal issues arise, it is far less likely that real buy-in can be achieved when it matters most. Many of the leaders of these key stakeholder churches are reporting to our executive staff that they are so frustrated with an ineffective governance model that they are less willing to put their faith in the General Association. We are convinced that this problem, in itself, is a fiscal crisis in the making for the General Association. We seem to have reached a tipping point as many within the Baptist General Association have recognized these and other problems perpetuated by our present governance model. Our primary concern is that these issues, taken together, attest to a governance structure that neither maintains adequate organizational accountability nor provides our executive staff the strategic partners they need to advance the Redeemers Kingdom optimally. In the profound language of John Carver, the foremost expert on non-profit governance, the task of an effective board is: On behalf of some ownership, to see to it that expected ends are achieved and unacceptable means are avoided (Boards That Make a Difference: A New Design for Leadership in Nonprofit and Public Organizations, John Carver, 2006). In other words, boards exist primarily to establish direction and sustain accountability for the organizations they govern. We are convinced that our present governance apparatus is inadequate for this purpose, and that it would be ill-advised for the General Association to retain its present structure without significant modification. Even so, there are features of the present governance model that seek to incarnate some distinctively Virginia Baptist values we treasure deeply. For example, the present structure involves a large number of Virginia Baptists from across the Commonwealth (and beyond), all of whom are better informed about the real work of the General Association than they might otherwise be. These leaders generally return to their churches as stronger proponents of Virginia Baptist ministries. Perhaps more importantly, these faithful servants are able to serve regardless of the size or status of the churches they represent or their professional qualifications. Thus there exists the veneer of a relatively flat hierarchy in the halls of influence within the General Association, even if the reality is that this very structure accidentally concentrates actual power in the hands of a very few. We are determined that any new or modified structure must incarnate these same values of inclusion and egalitarianism in some manner. In other words, any new model must be biblically grounded and historically consistent. Although we have some initial ideas about what our 21st Century governance model -4-

might look like, we are reticent to share them at this early stage of our discernment process. We have forced ourselves to resist the temptation to invent a structure before we understand fully what must be avoided and what must be incorporated to accurately represent the historical values, biblical ideals, and honored traditions of the Virginia Baptist family. We know that the General Association has utilized a number of governance structures throughout its history, and that good governance has always been a moving target requiring constant maintenance. Ours is the task of solving this riddle for our generation without abandoning the strongest values consistently actualized by the General Association throughout the years. We look forward to working with many Virginia Baptist leaders in the coming months to that end and bringing an initial recommendation to the General Association in November. Respectfully Submitted, BGAV Governance Study Committee Jim Baucom, Committee Chair Don Davidson, Committee Vice-Chair Carl Johnson, BGAV President and Committee Secretary Glenn Akins, Staff, Ex-Officio Steve Allsbrook Dick Bidwell Pat Bloxom

Ann Brown Dan Carlton Mark Croston Darrell Foster Tommy McDearis Eddie Stratton, Staff, Ex-Officio John Upton, Staff, Ex-Officio

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