The Presbyterian Mission Agency Board has parted company with the Way Forward Commission and the All Agency Review Committee on a significant recommendation coming to the 2018 General Assembly – a recommendation involving a proposed restructuring of the Presbyterian Church (U.S.A.), A Corporation, which is the corporate entity for the Presbyterian Mission Agency and the Office of the General Assembly.
The board voted by conference call Feb. 28 to ask the 2018 General Assembly to divide the A Corporation and create an independent General Assembly Mission Corporation, if the assembly follows the recommendations of Way Forward and All Agency Review and determines that the A Corporation should become a “utility and service corporation,” as the board has put it.
In other words, the A Corporation would be divided into two new corporations: the Office of the General Assembly Corporation and the General Assembly Mission Corporation. The proposed “Deliverance for Division” document specifies the governance and responsibilities for those corporations – with the vision of that being significantly different than what Way Forward and All Agency Review are recommending.
There was no discussion during the board’s meeting of what the implications of this might be for the Office of the General Assembly; the financial costs involved; or how shared services would be administered or delivered if the assembly chose this approach.
Way Forward is meeting March 1 by conference call and All Agency Review met immediately after the board did Feb. 28. Both have submitted their reports to the 2018 General Assembly, but PC(USA) stated clerk J. Herbert Nelson gave leeway for the groups to continue talking and make adjustments to the A Corporation recommendations.
The board’s Governance Task Force described serious concerns during the Feb. 28 meeting about the details of the A Corporation recommendation that Way Forward and All Agency have presented –including questions involving control over money, personnel decisions, diversity, concentration of power, potential conflicts of interest and more.
In recent days there has been a flurry of back-and-forth exchanges of electronic revisions of the A Corporation proposals. Some Governance Task Force members expressed disappointment with the process and their sense that Way Forward and All Agency Review have not been willing to work collaboratively or listen to the board’s concerns.
“This was not a collaborative negotiation,” said Conrad Rocha, a lawyer from New Mexico who serves as co-chair of the Governance Task Force, pointing out that the conversations between the Governance Task Force and Way Forward didn’t commence until December, although the Governance Task Force began work in early 2016.
“We were not in my opinion treated as a peer in the negotiations,” Rocha said, but “rather a subordinate they were finally willing to engage for the purpose of hearing our concerns, and then unilaterally deciding” what to recommend.
One sign of the difficulty: Way Forward and All Agency Review tried to convene a meeting with board representatives the morning of Feb. 28, but the Governance Task Force representatives declined.
Deborah Block, a pastor from Wisconsin who serves as moderator of All Agency Review, and Mark Hostetter, a minister from New York who is moderator of Way Forward, also participated in the call and seemed equally tired and frustrated – although they urged the board to stay at the negotiation table.
“We are weary,” Block said – a reference to the intense, exhausting round of negotiations that’s been taking place on this issue behind the scenes in recent weeks. “We are more at a starting point today than an end point. Because after all this work, we are discovering things that need more work.”
Block spoke of the importance of “some much-needed trust-building that will serve us all” and urged the board: “Let’s keep at it,” and not do what sometimes happens at the General Assembly, “when fatigue and confusion and agenda anxiety carry the day.”
Hostetter said the concerns the Governance Task Force has raised “are good points for us to continue to discern together,” and his hope is to “get this in as good as shape as possible and continue the work collaboratively.”
But Hostetter said that “what is devastating to me and extremely problematic are these assumptions that have been made about our intent” – the implication that Way Forward is unwilling to work collaboratively or take seriously the Governance Task Force concerns.
Way Forward was given responsibility for addressing as a fundamental problem “the dysfunction of the PMA,” as identified by the Presbyterian Mission Agency (PMA) review committee, Hostetter said. But under the A Corporation proposal, the responsibility and authority for mission remains with PMA, he said.
“I have not heard anybody talk about changing the idea of PMA being the one to oversee, to supervise, to prioritize, to do all of those things with respect to mission” for the denomination, Hostetter said. “Let’s keep working on it together.”
If agreement isn’t reached, that leaves the General Assembly to decide between two competing and extremely complicated recommendations regarding the A Corporation and how to provide shared services, such as information technology, legal services and human resources for the Office of the General Assembly and the Presbyterian Mission Agency.
Board member Shannan Vance-Ocampo of upstate New York said she is worried that the board’s action might have a negative impact on trust in the PC(USA), and suggested perhaps using a mediator to try to resolve some of the differences.
“I am highly, highly disappointed, and that’s putting it lightly, in having no sense of collaboration between All Agency Review, Way Forward and our Governance Task Force,” said board member Nicholas Yoda of Ohio. “We continue to talk about the fractured trust within the church, and this is just one more layer of that.”
Some board members said they have faith the Holy Spirit can help the General Assembly figure out the right way to go.
“I have absolute trust in the General Assembly and in the movement of the spirit of God in discerning what the way forward really is for us,” said Chad Herring, a board member from Kansas City.
Melinda Sanders, a lawyer from Tennessee who is co-chair of the Governance Task Force, said the board could decide later to withdraw its request for the assembly to divide the A Corporation and create a separate corporation for the Presbyterian Mission Agency, if some kind of agreement can be reached this spring.
“I don’t think there’s anything that’s going to stop us from engaging in conversation” with Way Forward, All Agency Review and the Committee on the Office of the General Assembly, Rocha said. “The four groups might be able to able to find a true, united way forward.”
The board’s vote Feb. 28 also directs the Governance Task Force to provide the rationale and documents of division of the A Corporation to PC(USA) stated clerk J. Herbert Nelson for consideration by the assembly.
Those board actions preserve the option of asking the assembly to create a new corporation for PMA, Rocha said – and will put the board in a better position to make its case directly to the assembly committee considering these issues, by having its own recommendation rather than just being able to comment on what Way Forward or All Agency recommend.
The intent is “to preserve our options, not to stop talking,” Rocha said.
Rocha said consensus on contentious matters can be reached even after the assembly begins – “I’ve seen it happen. … We can keep talking until the gavel comes down and the assembly completes its work.”
The details. Sanders, Rocha and other board members laid out a series of potential concerns with the A Corporation recommendation that Way Forward and All Agency Review have presented. Among those questions and concerns:
- Whether the nomination process for A Corporation board seats would ensure diversity on the board.
- Whether the PMA board or the A Corporation board would control undesignated funds or be the authority for designating restrictions on funds held by the Presbyterian Foundation.
- Whether the Foundation would play a role in PMA’s budgeting process.
- Whether some voting members of the A Corporation board might have a fiduciary conflict of interest – for example, a fiduciary responsibility to the Board of Pensions or the Foundation, but also to the A Corporation.
- Whether the proposed changes would give the Presbyterian Mission Agency adequate financial authority to do mission work for the denomination.
- Whether PMA would have the personnel authority to hire those “we believe necessary,” Rocha said.
- Whether PMA could create policies related to affirmative action and inclusiveness, or just implement policies given to the agency.
- Who would control the handling of legal matters related to PMA, and whether there would be difficulties if A Corporation held that power.
- Whether PMA could choose for itself whether to use A Corporation services as needed, and would be treated like other PC(USA) agencies in that, or would be required to use A Corporation services. Sanders said an independent General Assembly Mission Corporation could decide whether to purchase needed services through the A Corporation “or look for a better place to buy those services.”
- How the A Corporation’s five-person executive committee would function – and whether the executive committee might have too much power to act between meetings of the full A Corporation board. In effect, that means that three people –a quorum of the executive committee – “can make decisions about policies, can make all decisions for the A Corporation board,” Sanders said.
- Whether the A Corporation board would have the power to change bylaws.
- Whether the PMA board can give the PMA’s executive director the additional title of “president” of the agency.
Rocha said the board may be willing to support some other recommendations Way Forward and All Agency Review have made – such as exploring issues related to the financial sustainability of the denomination or translating denominational materials from English into Spanish and Korean – and likely will consider comments on those matters at the board’s meeting April 25-27 in Cincinnati.
Herring said he’s concerned that the reconfigured A Corporation board – with representatives from each of the six PC(USA) agencies – remains “highly corporate” and that the idea of creating an executive committee seems to consolidate power even more. The result of the changes could be to essentially form a “council of bishops” in the PC(USA), Herring said. A better solution, he said, might be to keep all the voting members of the PMA board (there currently are 40) on the A Corporation board, and add all the members of the Committee on the Office of the General Assembly too.
Herring said he hoped that seeking a division of the A Corporation would not be portrayed as the “nuclear option” – the term Sanders used in describing it at the board’s meeting Feb. 7-9 and later apologized for using. “It is not a nuclear option,” Herring said. “We are not trying to blow up their work,” he said of Way Forward and All Agency Review, but to find a more faithful way.
Board members repeatedly thanked the Governance Task Force members for their hard work — and some said they wanted to trust the task force, whose members also serve on the board.
“These documents just don’t feel right,” said Warren Lesane, a board member from Virginia. “My body just started to react adversely” as he read the latest batch of documents, Lesane said – calling it “my body senses or my Black Panther senses” that “I would not like to see us defer, not bow down” from the work the Governance Task Force has been doing.
Herring said the Governance Task Force “has bent over backwards” to be collaborative and collegial.
The most recent versions of the documents under discussion show an increase in the size of the proposed A Corporation board from 9 members to 11 – with representatives from the Advocacy Committee for Women’s Concerns and the Advocacy Committee for Racial Ethnic Concerns having been added, after those groups earlier sent an open letter stating that “justice at the table is vital.”
Also on the board would be representatives from each of the six PC(USA) agencies and three at-large members (including one each from Way Forward and All Agency Review in the first round of appointees).
Carol Winkler, who represents Presbyterian Women on the Presbyterian Mission Agency Board, argued during the Feb. 28 meeting that Presbyterian Women should have a seat on the A Corporation board as well. Presbyterian Women pays more than $500,000 in lease and service agreements and has generated more than $60 million in grants for PC(USA) partners, Winkler said. “Presbyterian Women should be able to participate directly in corporate conversations.”
The Advisory Committee on Social Witness Policy also has weighed in – sending an “advice and counsel” memorandum laying out a series of its concerns with what Way Forward and All Agency Review have recommended, and suggesting a modification of the proposal.
So, apparently, the conversations will continue. And two A Corporation proposals with differing views of what’s best for the PC(USA) are heading towards the assembly, at least for now.
Several board members said they don’t want to approach the assembly in a way that might be construed as combative.
And Hostetter said, “I would just be cautious about jumping to conclusions about intent” – about the willingness of Way Forward and All Agency Review to collaborate.
Sanders said the Governance Task Force has tried to refrain from making accusations regarding intent or motive, but is focused on what the documents say. “At the end of the day, it doesn’t matter the intent – it matters what the documents say,” she said. “The excuse ‘That’s not how we intended it’ won’t carry any weight in the years and months ahead.”
Ellen Cason, a board member from New York, said “good will isn’t enough when we’re talking about legal and financial matters. … We need to be clear.”
Joe Morrow, a Governance Task Force member from Chicago and the board’s chair-elect, said he has “grave concerns” about the A Corporation proposal, and that as a person of color who understands the dynamics of power and privilege, “we have to move from intention to the realm of impact.”
Block responded: “There’s clearly a lot of disappointment around your table, and there is within me.” All Agency Review is trying to free PMA from responsibility for administrative and corporate work so it can focus on mission – “that’s our intent. If that’s not the result on the other end, we’ve still got work to do.”
James Parks, a board member from Maryland, said: “At least one side has not negotiated in good faith. We are dealing here with groups that don’t trust each other.” If they go to the assembly without trust, “it’s going to be bad for the denomination. It’s going to be bad for the church.”
“And Vance-Ocampo said “it’s very challenging” for General Assembly commissioners to be asked to sort through highly complex matters in a very short time.
“I can’t imagine being a commissioner that would be handed all of this.”