More confusion from SWBTS Trustee Chairman…

Southwestern Trustee Chairman Van McClain emailed Wade Burleson to respond to the question, “Did you vote for Sheri Klouda to teach Hebrew at Southwestern Seminary in 2002?” In that email, McClain told Burleson that the “vote for Klouda was not unanimous.”

McClain also alleged that Burleson’s blog concerning Klouda was “filled with inaccuracies.” Of course, Sheri Klouda has stated that the “information on Burleson’s blog is reliable.”

At least two men have now asked for the minutes of the April 2002 trustee meeting at Southwestern Baptist Theological Seminary. The production of these minutes is necessary to determine (a) if the vote that Van McClain insists was “not unanimous” was recorded correctly; and (b) to exonerate the seminary trustees of the “lax oversight” that Van McClain has alleged. If the minutes record a narrow margin vote for the election of Sheri Klouda, we can at least demonstrate that Sheri Klouda had reason to believe that tenure was never a real possibility. Of course, the seminary is still bound to provide the opportunity for tenure review to a tenure-track faculty member in order to follow its own policies and retain academic accreditation. But if the vote was not accurately recorded with the roll-call vote totals, then Van McClain has again misrepresented the facts.

Here’s what I mean.

The Non-Profit Corporation code of the State of Texas gives very explicit direction regarding the recording of dissent in corporate minutes. If a dissent is not registered at the time of the vote, then a dissenting board director must (a) file a written dissent with the board secretary before the meeting is adjourned; or (b) send a written dissent by registered mail to the board secretary “immediately after the meeting has been adjourned.”

If the director has not filed such written dissents with the board secretary, then he is “presumed to have assented to the action,” according to Texas State Law. Below is the relevant text from chapter twenty-two of the Business Organization Code concerning non-profit corporations.

(a) A director of a corporation who is present at a meeting of the board of directors at which action is taken on a corporate matter described by Section 22.226(a) is presumed to have assented to the action unless:

(1) the director’s dissent has been entered in the minutes of the meeting;

(2) the director has filed a written dissent to the action with the person acting as the secretary of the meeting before the meeting is adjourned; or

(3) the director has sent a written dissent by registered mail to the secretary of the corporation immediately after the meeting has been adjourned.

(b) The right to dissent under this section does not apply to a director who voted in favor of the action.

So if the trustee minutes do not record Van McClain’s vote as dissenting from the election of Klouda, and if Van McClain did not file a written dissent with the board secretary before or immediately after the meeting was adjourned, then Van McClain is “presumed to have assented” to her election to the faculty. The same is true for every other board member present at the April 2002 meeting in Fort Worth.

Where are those minutes, Van?

Or is somebody worried that they’ve been “lax” in their oversight, hmmm?

3 thoughts on “More confusion from SWBTS Trustee Chairman…

  1. A reader who clicks on the statute link provided might notice Sec. 22.227 as given above was enacted in 2003 to be effective 2006. Texas Statutes are being codified over time. Such has happened with corporation law and the Business Organization Code is one of the newer codifications. Therefore, it may be helpful for the readers to know that this statute in substantially similar form was already in effect in 2002 at the time of the events referenced in this post as the Business Corporation Act, Article 2.41, Section B.

    The difference? In the first sentence: “A director of a corporation who is present at a meeting of its board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless …”

  2. I doubt many Trustees have read, or been briefed, on their legal obligations under relevant t law. Someone correct me if I’m wrong.

    As a practical matter, churches are cut more slack by the authorities because most are “mom and pop” operations as well as for the sake of church/state concerns. But that is no defense for a large, formal organization like one of our agencies.

    Trustees travel, often at institutional expense, to attend formal business meetings. The “we’re a church: I’m the pastor” defense is convenient if you don’t want to be forthcoming or held accountable, I suppose.

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