“The ARP really did take care of their business as a family.”
(Editor’s note: The following article fills nearly 12 pages in a Word format, which is much longer than most web postings. Some may want to consider printing off the article for full reading.)
The meeting started on Tuesday, March 2nd in the middle of an unexpected snowstorm in the area of Flat Rock, North Carolina – the home of Bonclarken Conference Center, the regular meeting location for the national governing body of the Associate Presbyterian Church (ARP).
The meeting had been called to have the Synod receive a report from a Special Commission appointed by the Moderator after being directed to do so by the vote of the Stated Meeting of the Synod in June, 2009. The purpose of the Moderator’s Commission (MC) was to determine “whether the oversight exercised by the Board of Trustees and the Administration of Erskine College and Seminary is in faithful accordance with the standards of the ARP Church and the synod’s previously issued directives.”
That action was the result of individual issues being raised at a number of previous Synod meetings concerning perceived problems at the denomination-owned college and seminary, located in Due West, South Carolina.
Shortly after the June Synod meeting the Moderator – the Reverend Dr. J. Richard deWitt, now retired and former Senior Minister of First Presbyterian Church (ARP) in Columbia, South Carolina – appointed the following individuals to serve on the Commission:
William C. Marsh, pastor of Christ Community Church in Greensboro, NC
Paul T. Mulner, Pastor of Sandy Plains ARP in Tyron, NC
Gordon S. Query, past moderator and elder in First ARP in Columbia, SC
George Samuel Robinson, elder in Oconee ARP in Seneca, SC
Roger N. Wiles, pastor of Covenant of Grace ARP in Winston-Salem, NC
Kenneth B. Wingate, elder in First ARP in Columbia, SC
Dr. deWitt also appointed himself to serve on the Commission.
Steve Maye, Vice Moderator of Synod and an elder in All Saints’ ARP, Charlotte, NC was appointed as an advisory member of the Commission.
When the Commission organized, Mr. Robinson was elected as Chairman and Mr. Mulner was elected as Secretary.
After spending hundreds of man-hours in more than 20 meetings together, including visits to the campus in Due West and interviewing many individuals, the Commission decided it would be best to report at a Special Meeting of the Synod (a highly unusual circumstance) and in January sent out the notice that this Called Meeting would occur in March (link to story).
The Commission held its final informational meeting on February 18 and 19 in Due West, during which it met with the full Board of Trustees to go over proposed findings and recommendations. (Info on this meeting is reported below.) Following this meeting the MC submitted a Preliminary Report to members of the Synod (link to story).
The Called Meeting of the Synod gathered on Tuesday afternoon, March 2nd, to hear the reading of the final report and to worship together before the actual business of meeting started (link to story). The full text of the final report of the Moderator’s Commission can be found at this link:
Then on Wednesday, March 3rd the delegates woke to discover that the snowstorm had passed, the sun was shinning, and they gathered in the Chapel of Bonclarken – a smaller facility than they had planned to use but much more convenient with the grounds covered with snow.
The morning began with a devotional on Romans 12:10, followed by the crucial business of establishing quorum. While there were far more Teaching Elders (Ministers) present (204) than required, the need to have at least one Ruling Elder from 73 churches was just barely met at each Quorum Call. A total of 80 Ruling Elders were eligible to vote as delegates.
The recommendations of the MC, initially made on Tuesday night, was reread, as required by the rules of Synod. The Moderator then announced that the format for the day would be as follows:
First, the Synod would hear a formal statement from the current Board of Trustees regarding the MC recommendations. Then, there would be time for delegates to ask questions for clarification from the MC. Then, hear statements from other interested parties to the situation. Finally the Synod would move to debate on the issues and a final vote.
First to speak for the Board was Joseph Patrick, a Ruling Elder from First ARP Church in Rock Hill, SC and the Vice Chairman of the Board of Trustees for Erskine. The Chairman was unable to attend due to professional responsibilities at home.
Mr. Patrick described the actions of the Board after they first heard the proposed recommendations of the MC at the meeting in Due West on February 18-19. He reported that, while the Board was in agreement that many changes were needed in the governance of the institutions, they were not in agreement with several of the proposed recommendations, including who would be responsible to rewrite the by-laws and the proposed size of a new Board structure.
He expressed additional concerns from the Board as to the affect the proposed changes would have on academic accreditation, the impressions the public would have concerning these changes which might affect giving to the school, and especially the ability of the Erskine family to deal with such dramatic change. He hoped the Synod would make any changes that day in both a redemptive and satisfactory manner.
Mr. Patrick then introduced another Board Member, Ray Cameron, who read a resolution adopted by the Board by member Ray Cameron. The resolution was adopted on February 19th, in response to initial proposed recommendations of the MC. The statement indicated that the Board agreed in principle that changes were need, but preferred to move to a reduced size-board at a slower pace, rather than make the change all at once. The board agreed to forward on the key issues facing the schools, including financial problems, conflicts of interest, integration of faith and learning, and fully implementing Synod policies, again at a slower pace.
The Board agreed that the by-laws needed to be revised, but objected to the fact that 3 of the 5 members of the proposed committee to do this work were members of the MC and only two were from the Board.
The Board also agreed to not promote any executive Vice Presidents or grant tenure to any professors until a new President of the institutions was in place (a search committee is currently active to replace Dr. Randy Ruble, who will retire in June). The Board had adopted the resolution without dissent.
Vice Chairman Patrick returned to continue his comments. He expressed that the Board, having heard from their attorneys, disagreed with the MC interpretation of state law. The Board felt they legally hold title to the property and had fiduciary responsibility, and that they must ensure that harm is not brought to the institutions. The Board feared that harm might be brought by implementing the MC recommendations.
Additional differences of the current Board with the MC recommendations included the size of the proposed new Board. Mr. Patrick reported the current board would recommend a 20 member board (rather than 16), included 6 members elected in three year classes, plus the Moderator and a representative of Women’s Ministries of the ARP.
Continuing, the Vice Chairman stated that a total change of Board immediately could bring harm to donors, to prospective candidates for President, and make adequate oversight of the institutions difficult during the changeover.
In his strongest statement of difference, he stated that the board was not sure that the process being taken by Synod this day was a fair process. “It is short sighted to brush off these concerns” of the Board. We believe this is “inappropriate external pressure” from Synod.
He then discussed some the examples the MC had presented on Tuesday night as evidence of the problems, emphasizing that in each case the Board had – ultimately – discovered the problems and had begun to deal with them, emphasizing that after having received long Management Letters from the schools auditors in the past, there had been no letters in the past 3 years.
Next to speak was Mr. Bill Patrick, a past president of the Board who was now serving as the Board’s legal counsel. He presented an interpretation of the South Carolina law that was different from presented by the MC.
His main point was that the law provided for removal of Trustees in the following way: ‘Trustees may be removed without cause, except as otherwise provided within the bylaws.’ He then read from the by-laws which required a due process (hearings, etc.) followed by a 2/3 vote of the Board being required for removal. (The MC response to this is reported below.)
He added that a comprehensive policy was now in place to deal with some previous conflicts of interest issues.
He then made his strongest statement, saying that the removal of current board members ‘is the same as saying you are incompetent.’
Following the statements from the Board, member of the Moderator’s Commission, Ruling Elder Ken Wingate (who himself is an attorney dealing with non-profits and a current member of the South Carolina Board of Higher Education) responded on behalf of the MC.
He pointed out the key differences of opinion that he believed were matters of Synod’s deliberation at the meeting as follows:
1. Interpretation of laws concerning removal of trustee. He pointed out that the Synod’s Manual of Authority and Duties states that the Synod has the power to appoint Board members. Then, the state-granted Charter of the schools (which are the same as the Articles of Incorporation, most recently amended in 1980, state that Board Members shall be appointed by Synod. Then, the current By-Laws of the institution indeed do include a provision that the Board may itself remove a trustee for cause. That requires due process and a 2/3 vote of the Board. But that By Law clause is different from and does not take away the fact that the Synod has ultimate authority over the appointment to and removal of Board members without cause.
2. The accreditation issue. While it is true that accrediting agencies would find a problem with ‘outside bodies exerting undue influence’ with governance of the schools, the ARP Synod is not an outside body, but, as the ultimate authority over the existence and operation of the schools, is indeed an ‘inside body exercising due influence’.
3. Factual issues. He concluded his remarks about the factual issues raised as evidence, reminding the Synod that while the Board had, ultimately – but not in a timely manner – learned of these problems, the solutions to the problems had not yet been fully and completely implemented.
The Moderator then announced the Synod would move to a time to ask questions from the MC. He reminded delegates that they should only ask questions and not debate the issues and, during the process, had to find several delegates out of order for seeking to debate. During this period of questioning, the Synod took an hour out for lunch.
Some of the major questions asked were as follows:
1. What were the original proposed recommendations given the Board on February 18th and were they some sort of ultimatum?
Responding for the MC was Mr. Wingate who replied that they were the same in substance but in a different format in the final recommendations presented to Synod. While it had been hoped the current Board would concur, the MC added the recommendation asking for an Interim Board to be put in place because the current Board was unwilling to implement the other recommendations.
2. What part of the process of governance do the 23 ‘advisory’ members have and what is their future?
Mr. Wingate responded, reiterating that since they had full privileges of the floor (other than a vote) they tended to bog down the decision making process. While there may be advisory members in the future, they will have a diminished role, not including full privileges of discussion.
3. What is the rational for the change in the nomination process (the 3rd recommendation moves nominations to a select committee of the current Moderator and 4 previous Moderators of Synod and removes the ability of the Board to recommend new members, as well as allowed the select committee to report directly to the floor rather than through the Permanent Committee on Nominations)?
Mr. Wingate’s response was that the importance of educational institutions requires a format different from the other Committees of Synod.
4. Why can’t we just elect 15 new members to the small board right away and not have an Interim Board?
Mr. Wingate replying by saying that the current by-laws require that the Board approve changes to the by-laws before they go to Synod and it will take time for the recommended committee of five to rewrite the bylaws to finish their work, but that is should be concluded by the June meeting of Synod.
5. What are the definitions of Competent, Engaged, and Informed as the MC used them in their written report?.
Mr. Wingate read the language of the Federal Tax law defining these terms.
6. Please explain what role the Board had in hires of faculty who were not in conformity with the requirements of Synod concerning being an Evangelical?
Mr. Wingate replied that the MC found that those hirings were in contravention to directives the Board had received in the past from the Synod.
Mr. Joseph Patrick, Vice Chairman of the Board, responded that the Board only acts on the hire of the Presidents and Academic Vice Presidents of the schools, and does not get involved in individual hires.
7. How and why did the MC decide on the particular 30 names proposed for the Interim Board? Does MC think it is improper to nominate four of their own members to the 30 names? Why the new Board structure of 15 and not 18?
Mr. Wingate responded by pointing out that it was very difficult to find people who met the specific requirements for eligibility which limited the field. Since the primary duties of the Interim Board would be to approve the new bylaws, it was important that people who chosen who had experience with and understood the current issues.
8. Why can’t current board do the job of the Interim Board?
Mr. Wingate stated that on February 19, during the meeting the MC, the board declared that they did not want to do that work.
9. Concerning the finding that, of the last 13 faculty employed, most were not committed to inerrancy, how can the MC say you have evidence of this?
Mr. Wingate stated that the judgment was based on interviews with faculty and students and parents and alumni.
10. What are the risks if we do not pass these recommendations?
Mr. Wingate replied by saying that what is the proper ‘due influence of Synod’ will appear to be diminished and the status quo of many years will continue.
11. What is the risk to accreditation if we don’t do anything today?
Mr. Wingate reiterated that what the accrediting agencies look for is: What is the mission of the school and is the institution fulfilling that mission? They could say that we are not fulfilling our mission if no action is taken.
12. Concerning the change in the nominations process, did the MC talk to Nominations Committee about the change and would this new, select nominating committee receive recommendations from church at large or initiate them totally on their own?
A member of the Nominating Committee reported that Tuesday was the first he had heard of the proposal.
Mr. Wingate responded that yes, new group would continue to solicit names from all sources, but the Board would lose their current ability to submit specific names for ‘special consideration’.
13. Concerning the recent faculty hires, were all 13 personally interviewed.
Mr. Wingate said some were interviewed, but not all because of time constraints.
At this point a motion from the floor was made and approved to end the question period and move to statements from other interested parties. Other than the current President’s statements, names of the speakers are not included but their position is identified.
1. A relatively new Board Member and practicing attorney spoke first. She began by telling the Synod that she was standing before them feeling ‘condemned of not being competent, engaged, and informed.’ She gave her long ‘Erskine pedigree’ and expressed she was opposed to unseating the current board members.
2. Current President, Dr. Randy Ruble, spoke next. He related his support for the Commission in every way, but was disappoint in some of their recommendations. He expressed differences on issues of the Synod’s power to remove trustees, issue of writing of bylaws, and his feeling that the current board would not make the mistakes of past boards.
He reported that in every case of the recent hires that had been discussed, he had personally asked them in face to face interviews if they met the definition of ‘evangelical’ required by the Synod, and each one replied yes both verbally and in writing. He admitted that these professions did not pan out in every case, proving that they had been untruthful.
Relating the extensive experience he had with accreditation agencies, he expressed fears that the proposed actions will cause an investigation in regards to lack of financial backing and not legally removing trustees.
3. Next was a Ruling Elder who had 3 children: one an alumni, two currently enrolled at Erskine. He reported his personal experiences that greatly diminish his confidence that the currently faculty is living up to commitments and described the ‘culture of intimidation’ that many conservative students sense in some classrooms. He described his personal interactions with one professor and a member of the administration in a formal meeting during which he was accused by the professor of ‘defective thinking’ and by the Administrator of being angry and a liar. After this encounter one of his children was openly demeaned in the classroom by the professor. He has seen the ‘culture of intimidation’ on a first-hand basis.
4. The current president of the student body spoke next, relating that different students have different opinions about whether their faith if strengthened or not by the current professors. She explained that many students and alumni were unhappy about the MC’s understanding of how the integration of faith and teaching should be understood. She appealed to the Synod that their decisions that day would greatly affect the students, most of whom are grateful for the way Erskine is now.
5. An administrator in the area of enrollment management made a brief statement of his feeling that the findings and recommendations of the MC were wrong.
6. The current president of the Student Christian Association admitted she did not know what specifically was behind the current issues being discussed, but that she and many other students were having wonderful experiences at Erskine and pointed out the large number of students involved in Bible study on campus.
7. A member of the faculty and a former Moderator of Synod spoke next in full support of the Moderator’s Commission recommendations. He said he felt that the current structure was broken in two places: The oversight of the Board by the Synod and the control of the Administration by the Board. I have seen well-meaning Christian parents entrust their children to Erskine College, only to have the faith of those children subverted in the classroom.
After a 10 minute recess, the Synod moved to formal debate of the recommendations, which are extracted from the report and printed here for the reader’s convenience. A motion was made and approved to deal with them one at a time.
Recommendation Number 1. Restructuring the Board: The bylaws of the Board of Trustees shall be revised by a committee of five members: current Board Chairman Scott Mitchell, current Board vice-chairman Joe Patrick, and Commission members, Bill Marsh, Roger Wiles, and Ken Wingate. These bylaws shall include: that the composition of the board shall be 16 members (five classes of three plus the current Moderator) and more effective policies to prevent further failures regarding financial integrity, conflicts of interest, integration of faith and learning, board training, and other issues identified by the commission. These policies must align with Synod’s Philosophy of Christian Higher Education and Erskine’s current mission statements. These revised bylaws shall be adopted by the full board at its May 2010 meeting, and subsequently presented to the Synod for adoption at its June 2010 meeting.
During the debate, a delegate made the following motion: That the Synod receive the report as information and instruct the current Board to move with all deliberative speed to accomplish all the items included in MC report and to report to June 2009 Synod including amended bylaws. The Moderator ruled this out of order according to Synod rules.
After more than 30 minutes of debate on this recommendation a motion was made and approved to take the vote. An overwhelming voice vote showed that the motion passed, but a delegate (appropriately) asked for a count, which turned out to be 204 yes, 68 no.
Next, Recommendation Number 2 was open for debate.
2. Replacement Interim Board: The current trustees shall be removed and replaced by the following individuals: William Anderson, William L. Barron, John Basie, Adam Bloom, Julia T. Boyd, William S. Cain, Raymond Cameron, Fredrick Carr, James T. Corbitt, Dixon Cunningham, Joseph W. Donahue, Charles B. Evans, William B. Everett, William R. Folks, David R. Johnston, Morrison V. Lawing, Marlo L. McDonald, William C. Marsh, Steven J. Maye, James F. Mitchell, Scott Mitchell, Paul D. Mulner, Deborah Neil, Joseph H. Patrick, Gordon S. Query, Glen Robinson, George S. Robinson, Steven Suits, Roger N. Wiles, R. Boyce Wilson. The interim board will also include the four ex-officio members per the current bylaws. The moderator of the ARP Church shall convene the interim board.
During the debate a question was posed to the chairman of the Search Committee for a new President as to whether or not a new, interim board would help or hurt the search. The Chairman responded that the Search Committee had moved from prospects to candidates and that it was his personal understanding that all current candidates would be comfortable with the MC recommendations.
An amendment to the recommendation was made saying that no member of the current Moderator’s Commission would be eligible to serve on the Interim Board. The amended failed on a voice vote.
An amendment was made by a young minister (making his first motion on the floor of a Synod meeting) asking to add the words: “The current board shall be commended for their work to date and be assured that their dismissal is not the result of personal failure but systemic problems.” This amendment was approved by unanimous voice vote.
After nearly 40 minutes of debate, a voice vote was called for by the moderator, after which an actual count was requested. The result was 173 Yes, 96 No, with two delegates asking that their abstentions be recorded.
Next was consideration of Recommendation Number 3:
3. Nominations Process: The revised bylaws shall strike the second sentence of Article II, paragraph 3 of the current bylaws regarding nominations to Synod’s committee on nominations. Likewise, the following portions of the “Guidelines For Committee on Nominations” (Manual of Authorities and Duties, 2008, p. 84-85) shall be changed: guideline 5 shall be amended to read, “Prospective nominees are contacted to confirm their willingness to serve”; guideline 8(h) shall be removed. Nominations for Erskine trustees shall be made annually by a special committee consisting of the then-current moderator and the four immediate past moderators, based on the new criteria for trustees. The recommendations of this committee shall annually be presented to the General Synod at its stated meeting.
During debate an amendment was proposed to change the process to refer to the names for prospective Board members presented by the committee of Moderators as ‘recommendations’ rather than ‘nominations’ and these recommendations would be presented to the Permanent Committee on Nominations rather than directly to the Synod. This amendment was approved by an overwhelming voice vote.
After a few more minutes of debate, a voice vote was taken and it was overwhelming Yes. No count was requested.
The Synod then moved to the fourth recommendation:
4. Criteria for Trustees: The special committee for the nomination of Erskine trustees will adopt the following criteria for potential trustees: The Board must consist of individuals who are competent, engaged, and independent. Trustees shall include individuals who are knowledgeable in different areas such as accounting, business, education, ethics, finance, law, ministry and theology, and who subscribe to the mission of Erskine College and Seminary as set forth in its mission statements. Such individuals should be able and willing to be adequately engaged in the life of the institution to guide and monitor its achievement of the stated mission. Such individuals must be sufficiently independent of the administration and faculty to bring a healthy balance of support and oversight. All trustees must subscribe to Synod’s definition of an evangelical Christian.
After a brief discussion of some editorial corrections flowing from the changes to the third recommendation, the Synod moved to a vote without further debate. The recommendation was passed by a nearly unanimous voice vote.
The Moderator had announced on Tuesday that he envisioned the meeting would run until 3:00PM Wednesday. The actual time of the vote on the final recommendation was 3:00PM.
After the final vote, a prayer for the members of Synod and the church at large was offered, and the Moderator pronounced the benediction.
In conclusion, this writer has one personal remark to make. In the past 40 years I have attended dozens of national meetings (General Synods and General Assemblies) of the RPCES, OPC, and PCA. This was my first ARP meeting. I was struck by the fact that on Tuesday the Moderator, the Elder presenting the report of the Moderator’s Commission, and the evening’s preacher – as well as several of the prayers offered by different individuals – all called for love and unity and forbearance during the process of a very difficult, even ‘sore’ issue.
In nearly every meeting I have attended of such serious and important consequence I have heard similar appeals. I cannot recall any of those meetings that did a better job at fulfilling those calls. The ARP really did take care of their business as a family.