Baptist Retirement Homes changes trustee election provision (updated Jan. 19)
By Tony W. Cartledge
BR Editor
WINSTON-SALEM - Baptist Retirement Homes of North Carolina (BRH) announced Jan. 18 that its trustees have adopted amendments that change the corporation's bylaws with regard to the election and removal of trustees. Previously, the bylaws called for trustees to be elected by the Baptist State Convention (BSC), which also had the power to remove trustees. The new amendment empowers BRH trustees to elect their own successors.
BRH president Bill Stillerman delivered a letter informing the BSC of the changes to acting executive director-treasurer Mike Cummings on Jan. 18.
"I deeply regret to see this action taken, and I hope there will be opportunity for us to have some important dialogue with Bill and his board in regard to this decision," Cummings said.
BSC president Stan Welch also learned about the decision Jan. 18. "We will need to get our legal counsel to look at the legality of what they want to do," he said, noting that he matter would be discussed during the upcoming BSC Executive Committee and Board of Directors meetings Jan. 24-25.
"I don't think North Carolina Baptists are going to let them just break away in this particular way after having invested so much in them over so many years," Welch said.
But BRH president Stillerman told the Recorder that the Homes have always used funds received from the BSC, as from the annual offering, for benevolent care only. The only exception, he said, was one year when the BSC had a budget surplus, and contributed $100,000 from what was called the "Challenge Budget" toward the cost of a dementia unit on the Brookridge campus in Winston-Salem.
When founder Jimmy Hayes petitioned the BSC in 1950 for aid in beginning a ministry to the elderly, he was given encouragement, but no money, Stillerman said. The BSC did not contribute funds or participate in choosing trustees for BRH until 1957, after the Hayes Home was built, Stillerman said. BRH has always raised its own funds and borrowed money in its own name, he said.
And, Stillerman said, BRH trustees do not consider the action to constitute a break from the BSC. In a Jan. 18 press release, Stillerman said, "The changes made to our organization's bylaws document have no theological overtones but are related strictly to matters of governance and finance.
"We have every intention to continue to maintain significant ties with the Baptist State Convention of North Carolina," Stillerman said, "and our long-standing tradition of offering long-term care services to North Carolina Baptist Older Adults."
"An autonomous stable governing board is essential" to ensure the financial viability of BRH in the future, he said.
A letter mailed to more than 9,000 Baptist leaders, BRH residents, and others said BRH hopes the changes "will actually foster a new and stronger relationship" with the BSC.
The letter also says the criteria for choosing trustees has not changed: they still must be Baptists, with at least three-fourths holding membership in North Carolina Baptist churches.
The changes were approved during a December meeting of the BRH trustees, after earlier efforts to accomplish the same goal were sidetracked by convention attorney John Small.
On August 16, Stillerman asked the BSC Executive Committee to approve a plan by which BRH would begin electing its own trustees in 2006, selecting one-fourth of the total each year and phasing out the Homes' income from the BSC over a four-year period, with the exception of the annual "North Carolina Offering for Older Adults."
BRH is scheduled to receive $938,500 in 2006, all slated for benevolent care. Stillerman told the Executive Committee that BRH provides free care for about 40 percent of the Homes' 700 residents, and is one of the few remaining organizations that still admit residents who cannot pay for their care.
Stillerman said a change was needed because banks and financial institutions are increasingly unwilling to invest in organizations that do not have independent boards that ensure future stability, and the inability to borrow money at good interest rates could compromise care of the elderly.
BRH was not asking for a severance from the BSC, he said, only a change of relationship in which the Homes would remain affiliated as before, with the exception of choosing its own directors and forgoing direct convention funding. BRH would continue to receive the annual offering for the aged, make an annual report to the BSC, and participate on the BSC's Council on Christian Social Services, he said.
The proposal was approved by the Executive Committee Aug. 16, but on Sept. 27 Small told the committee that he would interpret the change as a severance in the relationship between the BSC and the BRH, disallowing the process under which BRH had sought the change.
Stillerman then asked the Executive Committee to table the earlier request, and the committee approved a motion "to postpone consideration of the proposal indefinitely."
In December, the BRH trustees voted to amend the corporation's bylaws to change the provision that called for the BSC to elect trustees, effectively bypassing the need for BSC approval.
According to documents posted on a web site hosted by the N.C. Secretary of State, in May 1994 BRH trustees amended the corporation's governing documents to move provisions for the election of trustees from its Articles of Incorporation to its Bylaws.
The recent change was not an effort to break away from the BSC, said Sam Moore, who is chair of the BRH Board of Trustees. Rather, he said in the Jan. 18 press release, it is "an effort on the part of our Board to develop a new relationship with North Carolina Baptists, one that will ensure the well-being of countless numbers of North Carolina Baptist older adults for years to come."
Cummings said he would soon convene a discussion among key leaders to plan "an appropriate response" to the BRH action.
Cummings also expressed appreciation for Stillerman. "I have the highest regard for Bill Stillerman," he said. "He is a professional, and he has meant a lot to our retirement homes. I trust his heart. I do understand some of his frustration, but I think we will have some time for future discussion, and I hope it will enable us to retain a relationship."
BRH was founded in 1951 and operates retirement communities in Albemarle, Asheville, Concord, Hamilton and Winston-Salem.
