From “we could do nothing” to the “nuclear” option: Presbyterian Mission Agency Board discusses possible responses to pending A Corporation recommendation

LOUISVILLE – Who’s responsible for what? Who makes the decisions (and controls the money)? And where’s the fine print?

The Presbyterian Mission Agency Board touched on some points of tension Feb. 7 regarding the changes the Way Forward Commission and the All Agency Review Committee are leaning towards recommending for the Presbyterian Church (U.S.A.), A Corporation. The A Corporation is the corporate entity for the Presbyterian Mission Agency (PMA) and the Office of the General Assembly (OGA).

The Way Forward Commission and All Agency Review are considering a joint recommendation that would change how the A Corporation functions and the structure of its board – making it a nine-member board with representation from each of the PC(USA)’s six agencies, plus three at-large members.

Currently, the Presbyterian Mission Agency’s 40 voting members serve as the A Corporation board.

There are other changes in the proposed A Corporation recommendation as well; Eileen Lindner, a pastor from New Jersey who serves as one of The Way Forward Commission’s two vice moderators, said earlier this week that “the implications of it are very complex.”

The board’s Governance Task Force raised some of those concerns Feb. 7 – including questions of which entity would have the authority to make decisions regarding mission in the PC(USA), and whether the proposal could lead to “another level of bureaucracy,” as task force member Joe Morrow put it.

Melinda Sanders, who serves as co-chair of the Governance Task Force, said the board essentially has five options in how to respond to the A Corporation recommendation. The choices, as she put them, are:

• “We could do nothing,” which would make PMA’s search for a new executive director easier.
• “We can stay the course,” by offering advice and comment to the 2018 General Assembly on the A Corporation proposal.
• We can negotiate with the Committee on the Office of the General Assembly (COGA) to propose another way of handling the A Corporation – one giving COGA more representation.
• We can negotiate with Way Forward and All Agency Review regarding their joint recommendation – to see if those entities and the Presbyterian Mission Agency Board can come to a common understanding.
• We can choose what Sanders described as the “nuclear” option – asking the General Assembly for a deliverance to permit PMA to form its own corporation, responsible for mission, and “give up shared services. Say that it’s not our mission to provide services for other agencies” such as legal services or information technology.

And “this is what’s fun,” Sanders said next. “We don’t have to pick one. We can pick a combination.”

Morrow led a question-and-answer conversation with Mark Hostetter, a minister from New York who serves as moderator of the Way Forward Commission. Hostetter said the revised A Corporation would have a “utility function” but that PMA would make the mission decisions for the denomination. “You still control the assets related to mission,” Hostetter told the board.

He also said that while Way Forward faces a Feb. 16 deadline for submitting its report to the Office of the General Assembly, it could use the time between now and the General Assembly in June to work out more of the A Corporation details.

Leaders of the Governance Task Force do not seem comfortable with that. Morrow said those questions about details need to be “clarified in advance.”

Morrow and Sanders listed a series of concerns the Governance Task Force has identified. Those include:

• How would the proposal ensure diversity on the reconfigured A Corporation board?
• To what extent would all six PC(USA) agencies be required or expected to use shared services?
• Would the reconfiguration bring efficiency, or create “another layer of bureaucracy”?

There are significant, serious questions embedded in these discussions. Among them:

• Who controls the mission assets and decisions for the PC(USA)? That’s not simply who decides how to spend the PMA’s annual mission budget (this year, about $58 million). The A Corporation board has more than $500 million in assets reflected on its balance sheet – including assets housed at the Presbyterian Foundation in which PMA has a beneficial interest, because a portion of the earnings of those assets are spent on mission. Who will have authority to manage the A Corporation balance sheet?
• What role would the A Corporation president play? Under the proposal, that would be a staff person – selected by the nine A Corporation board members. That president would have an ex officio seat on the boards of all six PC(USA) agencies, with voice but not vote.
• Would this alignment be more efficient, or less so? Would, for example, PMA and OGA use a chief financial officer housed in the A Corporation – or would each have their own, plus one in the A Corporation?
• How would diversity on the A Corporation be achieved? – with diversity being broadly defined, including race, gender, age and office. Hostetter said nominations for that board would tie into existing mechanisms for considering diversity, including the General Assembly Nominating Committee and the Committee on Representation. Some still have concerns. “This has the potential of making the A Corporation much more corporate than it already is,” said Chad Herring, a pastor who has led the board’s Finance Committee. “I’m not sure there’s the potential for a minister from Kansas City to sit on that board.”

The board met in closed session for an hour and a half to discuss A Corporation issues.

Sanders – herself a lawyer – said the A Corporation documents were filed in Pennsylvania because that’s where the first presbytery was formed. She said the Governance Task Force consulted with the law firm in Philadelphia that serves as the attorneys for the PC(USA) when the northern and southern branches of the church reunited in 1983.

The advice the task force received, she said, is that “without ecclesiastical documents, it can’t happen” – the A Corporation can’t delegate responsibility for mission to the Presbyterian Mission Agency without agreements spelling out in detail how that would work.

That led the Governance Task Force to have a flurry of conversations with representatives from Way Forward and All Agency Review – including as recently as the day before the board meeting. Conrad Rocha, the Governance Task Force’s other co-chair, described that as “an extremely positive, exciting conversation.”

The hope, as Rocha articulated it, is this: the detailed documents would be ready by Feb. 16, the deadline for Way Forward and All Agency Review to submit their reports to the 2018 General Assembly.

Rocha said the Presbyterian Mission Agency Board will hold a special meeting Feb. 16 to consider and vote on documents spelling out the details, if they are ready by then. If they are not – or if the board doesn’t like what it sees in the documents – that might be when it returns to the five options Sanders listed, including the possibility of asking the General Assembly for a deliverance for PMA to create its own corporation.

Rocha urged board members to call in to that Feb. 16 meeting. “That’s like pushing it to the very limit,” he told the board. “If we don’t have a quorum, we’re shot.”

The board also voted Feb. 7 to elect its new leaders for 2018-2020 (starting at the end of the 2018 General Assembly): Joe Morrow as its new chair, and Warren Lasane as its vice chair. Lasane then will become the board’s chair after his term as vice chair concludes.