The Way Forward Commission voted April 30 to send a comment to the 2018 General Assembly opposing a proposal from the Presbyterian Mission Agency Board to divide the Presbyterian Church (U.S.A.), A Corporation into two separate corporations.
The All Agency Review Committee will meet May 1, and is likely to concur with the comment as well, as some of its leaders were involved in drafting it.
The comment Way Forward approved (Comments of the WFC and AARC 042918) states that the Presbyterian Mission Agency Board’s recommendations would “take the church in the opposite direction” from what Way Forward and All Agency Review contend are needed. The recommendations “do not promote the entire body of Christ or build up the whole of our denomination,” the comment states.The comment states that the board’s recommendations “would reinforce existing issues of control and accountability” with respect to the Presbyterian Mission Agency Board; are contrary to section G-4.0101 of the Book of Order (which addresses the formation of a General Assembly corporation); “and are unwise.”
The Presbyterian Mission Agency Board is recommending that the General Assembly divide the A Corporation into two corporations: one for the Presbyterian Mission Agency (PMA) and one for the Office of the General Assembly (OGA). That division would place most of the real and personal property now held by the A Corporation – the 2017 audit (F.200 – December 2017 Audit Report) lists total net assets for the A Corporation at the end of 2017 of more than $564 million – into “a corporation that continues to be controlled by the board of the PMAB.”
Way Forward and All Agency Review are recommending a change in the composition of the A Corporation board, which currently consists solely of the voting members of the Presbyterian Mission Agency Board. That recommendation recommends an 11-person board with representation from other PC(USA) agencies and groups.
The A Corporation is the corporate expression of the General Assembly, serving primarily the Presbyterian Mission Agency and the Office of the General Assembly (two of the denomination’s six agencies), but also providing services more broadly in support of mid councils and other assembly work.
J. Herbert Nelson, the PC(USA)’s stated clerk, said last week that at the heart of this dispute are questions of sharing power.
On April 27, the Presbyterian Mission Agency Board approved its comments to the Way Forward and All Agency Review recommendation regarding the A Corporation, voting 13-12 to reject a substitute proposal that would have been more conciliatory – choosing instead a comment proposed by the board’s Governance Task Force that attempts to make clear to the assembly what board leaders say are significant concerns about what Way Forward and All Agency Review are recommending. Those concerns include questions about whether a reconfigured A Corporation board would have too much control over PMA’s budget, employees and operation.
The comment Way Forward approved April 30 expresses concern that the Presbyterian Mission Agency Board is too focused on corporate matters.
It states that a 2016 review of PMA, commissioned by the General Assembly, found “significant weaknesses in a number of areas, including: strategic decision-making and priority-setting; organizational culture and work environment; and collaborative efforts with other General Assembly agencies.”
After nearly two years of work and intensive engagement on these issues, Way Forward and All Agency have determined that “these significant weaknesses remain,” the comment states.
Way Forward and All Agency Review are recommending changes in the A Corporation board “in the belief that to change the focus of our national church, and particularly the PMAB, we must change its culture.”
Here are some more details.
The comment states that:
- The separate incorporation proposal “does not free the PMAB to focus on mission, but rather would perpetuate those issues of control and accountability.”
- “The proposal would leave the Office of the General Assembly with a shell corporation” to provide for the delivery of shared services, such as information technology and accounting, to PC(USA) agencies and entities that want those services, and for General Assembly accountability. “This puts the Office of the General Assembly into an even more precarious position than it is now. Further, the Office of the General Assembly has strongly rejected the proposal to be severed corporately from the missional arm of the PC(USA).”
- “Serious questions exist as to whether the proposal is constitutional,” as section G-4.0101 of the Book of Order directs the General Assembly regarding “a corporation” to handle certain corporate matters, not multiple ones.
- “The proposal is contrary to the PMAB’s own policy regarding the creation of corporate entities.”
- The A Corporation provides services to the General Assembly – and through it, to the whole denomination. “It is a mistake to view it as a narrow ‘shared service’ bureau for only PMA and OGA. The money and property it holds are not held solely for PMA and OGA – it is the property of the General Assembly held for the whole church. A Corp. is the denomination’s corporation. It should be managed for the denomination. It should not be divided to create even deeper divisions between agencies that should have a common purpose of serving the whole church.”
- The proposal demonstrates that the Presbyterian Mission Agency Board “has a fundamentally different view” than do Way Forward and All Agency Review of the broader themes unearthed in this discussion.
Concerns about a deliverance
The comment states that it’s unclear whether the board will stick with its recommendation to ask the assembly to divide the A Corporation, or will instead seek an amended or perhaps new “deliverance,” through which the assembly would deliver corporate powers to the board. At last week’s meeting, the board circulated – but did not vote on – language for three possible amendments to the current deliverance (p.203 draft Deliverance compromise) that might be options for the assembly to consider.
Way Forward and All Agency Review are convinced that asking the assembly for some sort of new deliverance that would deliver corporate powers to the Presbyterian Mission Agency Board without creating a new corporation “would be both unprecedented and unwise,” the comment states.
Both sides have consulted lawyers from Pennsylvania, as Pennsylvania is where what is now called the A Corporation was created in 1799. The comment states that the legal opinion that Way Forward and All Agency Review obtained concludes that there is no legal requirement under Pennsylvania law for a deliverance.
Last week, the board shared a letter (P.202 Morgan Lewis Letter) from the Pennsylvania lawyer it had consulted.
The comment states: “PMAB is not, and should not be, a separate corporation. Therefore, it can only create confusion, and potentially a deeper lack of accountability, to give PMAB corporate powers without corporate accountability.”
It also states: “The General Assembly has a different mechanism for delegating authority to the PMAB as an agency of the denomination – amendment of the Organization for Mission. Authority has never been given by the General Assembly to the PMAB through a deliverance. It has been given through the Organization for Mission. Claims that the Organization for Mission is somehow less authoritative than corporate documents ignores our polity and replaces our Presbyterian system of decision-making with the corporate mindset that has created dysfunction at the PMAB.”
Way Forward and All Agency Review also have stated repeatedly that their recommendations would leave responsibility for decisions involving mission with PMA. The recommendation on the A Corporation “allows PMAB to continue to set its budget, control its funds, and to supervise its staff, without the risk and confusion of a new deliverance,” the comment states.
Members of the board’s Governance Task Force have stated that a deliverance would provide PMA more protection than stating those provisions in the A Corporation bylaws. If it’s in the bylaws, “they can take that away in a minute,” said Governance Task Force member Molly Baskin said during the board meeting last week. The Way Forward and All Agency Review recommendation could give the A Corporation board powers that “mean they would have control of our budget, our money, our people,” she said.
General Assembly Committee on Representation
The comment supports a separate recommendation from the General Assembly Committee on Representation (GACOR) that the committee be allowed to expand its membership to 16, to help it better meet increasing responsibilities. The recommendation also proposes ways to build closer relationships with PC(USA) agencies as they are being reviewed.
Mission Work Plan
The comment states that Way Forward and All Agency Review agree with the strategic emphases in the Mission Work Plan the board has approved for 2019-2020 – on congregational vitality, poverty and structural racism/white supremacy.
But the comment asks the assembly to review the work plan “with care,” and to direct the board to present to the 2020 assembly a detailed plan of action for how those emphases will be implemented and progress measured.
All of the groups face a May 2 deadline for submitting comments to the Office of the General Assembly. Mark Hostetter, a minister from New York who serves as moderator of Way Forward, said other PC(USA) entities, including the Committee on the Office of the General Assembly, are likely to offer comments to the assembly regarding Way Forward and All Agency Review’s recommendations as well. Once received, those comments will be posted via PC-biz.org.