BGAV Governance Study Committee Report to the Baptist General Association in Fredericksburg, VA November 12-13, 2013

The Assignment The Virginia Baptist Mission Board (VBMB) met October 9-10, 2012. Mark Croston served as President of the Baptist General Association of Virginia (BGAV) and, by virtue of office, chair of the VBMB. The minutes of that meeting record that he stated that there has been some discussion about how to make our time as meaningful as possible and one thing that has been discussed is the idea of putting together a committee to look at more effective ways to structure the governance of the Mission Board. President Croston then requested the Boards consent to appoint a governance study committee to bring back a report. The VBMB approved a motion to create a BGAV Governance Study Committee. BGAV Executive Director John Upton spoke of this in his report to the 2012 BGAV Annual Meeting. The Purpose In Boards That Make a Difference, author John Carver defines the purpose of governance saying, ...the purpose of governance is to ensure, usually on behalf of others, that an organization achieves what it should achieve while avoiding those behaviors and situations that should be avoided (xxvii-xxviii). Websters Dictionary defines governance as a method or system of government or management (Websters Encyclopedic Unabridged Dictionary of the English Language). In 2012, BGAV President Mark Croston led Virginia Baptists to study how we manage the time, resources, and opportunities for missions that God has placed in our hands. Richard Smith, 2005 BGAV President, later said, This is not for us and the present, this is for the future and those who follow us. Many leaders in the Virginia Baptist family seem to perceive that the time is right to address our governance for the next generation. Accordingly, the BGAV Governance Study Committee was established for one reason, namely to address the question, Can we, as the BGAV, find a better governance structure to manage the resources entrusted to us by Godtime, talents, assets, and mission opportunitiesmore strategically? The Governance Study Committee Current BGAV President Carl Johnson appointed the BGAV Governance Study Committee. Jim Baucom chairs the committee which includes Johnson (secretary), Don Davidson (vice-chairman), Steve Allsbrook, Richard Bidwell, Pat Bloxom, Ann Brown, Dan Carlton, Mark Croston, Darrell Foster, and Tommy McDearis. VBMB staff members John Upton, Eddie Stratton, and Glenn Akins have also served with the committee. Each member of the committee brings a personal commitment to Jesus Christ as Lord, a deep commitment to the local church, and years of experience in, service to, and love for the Virginia Baptist family. The Committees ValuesHistoric Virginia Baptist Values From the start, committee members held carefully seven biblical values that we believed Virginia Baptists had always cherished: 1. Transparency and accountability in our assigned task, 2. Exemplary stewardship as shown in effective, efficient leadership for the BGAV, 3. A biblically grounded, historically consistent leadership structure that reflects our Virginia Baptist roots and history, 4. The diversity and competence of Virginia Baptists as a leadership resource for missions, 5. The strategic connections that unite our various Virginia Baptist mission efforts,

-26. Strategic leadership, in persons and organizational structure, for our various Virginia Baptist mission efforts, and 7. Broad, fair representation of those who cooperate together to accomplish our various Virginia Baptist mission efforts. The composition of the Governance Study Committee reflects those values because the committee members bring decades of experience and service across the BGAV. In fact, each Study Committee member has served on the Mission Board, itself, in some capacity. Through their contacts and networks, committee members consulted many others to help the committee discern the issues that the BGAV must address to more effectively manage the mission resources and opportunities God has entrusted to Virginia Baptists. Five Issues the BGAV Must Address In consultation with other Virginia Baptist leaders, the committee identified five issues and shared them in a white paper the committee released to The Religious Herald and dispersed widely. We offered that if Virginia Baptists want to manage our mission resources more effectively and efficiently, we must address these issues: 1. The current VBMB structure is too large to function effectively and efficiently, a matter of Virginia Baptists stewardship of both resources and opportunities. 2. The current structure does not ensure a diversity of VBMB members or skills needed to act effectively on behalf of the BGAV between its annual meetings. 3. The current governing process scatters the strategic functions of managing our mission resources across several bodies (e.g., VBMB, Executive Committee, Budget Committee, etc.). 4. The current VBMB structure leads to a divided, rather than a united, view of our Baptist work by dividing VBMB members into groups that mirror the VBMB staff structure. 5. The current nominating process does not ensure the churches that strongly support the BGAV (e.g., by total or per capita gifts) take part in its governance. The Committee Asked Many Virginia Baptists about The Issues Proverbs 15:22 says, Plans fail for lack of counsel, but with many advisers they succeed. The committee wanted to confirm that it understood the key issues correctly. Members also wanted to hear ideas from the collective wisdom of leaders across the entire spectrum of Virginia Baptist life. We initiated a series of meetings and created other, less formal opportunities for comment, as well. # Members of the committee met first with the Virginia Network of Association Workers during its annual VNAW meeting. Association workers conceived of two bodies, one larger body and one smaller body, that would help preserve some of the strengths of our current management system. Some association workers also suggested the idea that a leader(s) in each association would ask current VBMB members to discuss the five issues among themselves. We asked association leaders to encourage those conversations in their respective associations. # The committee made an effort to connect with Virginia Baptists in our southwestern region. The committee chair attended the Appalachian Pastor/Staff and Spouse Retreat at Marion Baptist Church, and that meeting produced two additional ideas. First, the larger body envisioned by the association workers should be both large and diverse enough to broadly represent the whole Virginia Baptist family. The second idea produced a name for that body, the Virginia Baptist Mission Council.

-3# Committee members met with VBMB staff members to hear their ideas, too. That meeting produced the idea of adding a general cluster to represent BGAV churches not included in the seven geographic regional clusters we currently recognize. # In another meeting, committee members conferred with leaders of the various BGAV agencies and institutions. They unanimously affirmed a simplified management process, something which more nearly resembles their own governance structures. # The committee concluded this series of meetings by inviting a group of BGAV Past Presidents to confer with them and receive their input. The Past Presidents were enthusiastic about the proposed changes, and suggested that members of the smaller body be ineligible to serve for a span of three years after completing their terms. # The committee Chair met with the VBMB Executive Committee on September 17, 2013, to formally present the committees proposal. The Executive Committee affirmed the plan overwhelmingly, then voted to recommend it to the full Mission Board for presentation to the BGAV at its 2013 annual meeting. The Executive Committee did amend the Governance Committees proposal to allow that one of the five members nominated for election to the governing board each year may be chosen by the board itself apart from any other nominating process (this process will be described later in this document). # The Committee Chair, Vice-Chair, and one other committee member met with the full VBMB on October 8 and 9, 2013, to formally offer its proposal for approval and subsequent presentation to the BGAV at its annual meeting. The full Mission Board discussed the proposal thoroughly, then voted overwhelminglywith only one vote againstto recommend the new governance structure to the General Association on November 12 and 13, 2013, in Fredericksburg. During these meetings with significant components of the Virginia Baptist family, we noted a consistent theme: key BGAV leaders were most concerned about efficiency and effectiveness, while everyone else was more concerned with broad and fair representation. We determined early on that any structure we might recommend would need to satisfy both of these concerns. A Possible Form for Better Governance We say again, if Virginia Baptists want to manage our mission resources more effectively and efficiently while retaining broad representation, we have to address these issues: 1. The current VBMB structure is too large to function effectively and efficiently, a matter of Virginia Baptists stewardship of both resources and opportunities. 2. The current structure does not ensure a diversity of VBMB members or skills needed to act effectively on behalf of the BGAV between its annual meetings. 3. The current governing process scatters the strategic functions of managing our mission resources across several bodies (e.g., VBMB, Executive Committee, Budget Committee, etc.). 4. The current VBMB structure leads to a divided, rather than a united, view of our Baptist work by dividing VBMB members into groups that mirror the staff structure. 5. The current nominating process does not ensure the churches that strongly support the BGAV (e.g., by total or per capita gifts) take part in its governance. Our recommendation seeks to address each of these issues in compliance with our Constitution and Bylaws. Accordingly, we envision a two-body system that would divide the informational/promotional and oversight functions of the current board. Structured correctly so that a smaller, oversight body would be nominated mostly by and consult with a larger, broader representative body, such a system should ensure both effectiveness and full representation.

-4Issue 1. Regarding the stewardship issue of a structure too large to function effectively and efficiently, we affirm the following: A. The Restated Articles of Incorporation of the Virginia Baptist Mission Board state that the first of the VBMBs objects and purposes is to assist and to foster missions in the dissemination of Christianity. That, and the other objects and purposes for which the BGAV formed the VBMB, echo the statements found in the VBMB Bylaws. B. The Bylaws of the Virginia Baptist Mission Board state their purpose is to provide rules for guidance and direction of the VBMB in conformity with the Articles of Incorporation of the VBMB and with the Constitution and Bylaws of the Baptist General Association of Virginia (VBMB Bylaws, Article II; italics added for emphasis). C. Those Bylaws give the VBMB responsibility to manage the matters committed to its trust, to make bylaws, and to carry outplansin strict accordance with its Articles of Incorporation, with the Constitution and Bylaws of the General Association, and with such instructions as may from time to time be given by the General Association (VBMB Bylaws, Article III, Section 1). D. The VBMB Bylaws refer to specific duties, including acting in the interim for the General Association and carefully [evaluating] any matter referred to it before implementation (VBMB Bylaws, Article III, Section 2), [assisting] persons preparing for the Baptist ministry (Section 3), [holding] title to all property owned by the General Association, with the authority to purchase, sell or lease such property (Section 4), and [developing and maintaining] an official organizational policy manual for the General Associationand the business and financial policies adopted by the General Association and the VBMB (Section 5). Any BGAV management structure we might adopt must accomplish these functions and tasks. The committee members see this as a matter of good stewardship of limited resources in a shifting denominational culture. After reviewing current BGAV structures, we foresee that the two-body system we suggest would help Virginia Baptists faithfully accomplish these functions and tasks. At the same time, the proposed two-body system would produce a substantial decrease in the expense associated with the meetings needed to manage Virginia Baptist mission resources while actually involving more leaders and sustaining greater accountability. This would allow Virginia Baptists to redirect time, money, and energy for better Kingdom uses while yet involving more leaders in the process. Issue 2. Regarding the issue that the current structure does not ensure a diversity of VBMB members or skills needed to act effectively on behalf of the BGAV between its annual meetings, we think the proposed two-body structure would address that concern, as well. The larger body would help with two very important tasks presently associated with the Mission Board. It would help identify and develop the skills of servant leaders across the Virginia Baptist family, volunteers who could both contribute their skills to help lead Virginia Baptists and share the stories of Gods work with Virginia Baptists. In addition, the larger body would propose persons as nominees for election by the Baptist General Association at its annual meeting to the smaller body tasked with governing. We suggest that it should do so using a nominating committee structure that represents the seven geographic regional clusters and the general cluster identified above. The smaller of the two bodies would clearly identify to the larger the gifts and skills needed at any time to help manage our Virginia Baptist mission resources. Then, with the help of those variously gifted volunteers, the smaller of the two bodies would handle most of what we usually think of as oversight.

-5Issue 3. While the current governing process scatters the strategic functions of governance across several bodies (e.g., Mission Board, Executive Committee, Budget Committee, etc.), the proposed two-body system would help to streamline it. Some might express concern that this would put too much power in the hands of the smaller body. However, we think its connection to the larger body would ensure appropriate accountability and help unite strategic oversight functions to facilitate the entire systems focus on all of the mission efforts to which God calls us. Issue 4. The committee members and others observe that the current Mission Board structure leads to a divided, rather than a united, view of our Baptist work by dividing Board members into groups that mirror the VBMB staff structure. If they function as suggested by us and others, the two bodies would work together in a more unified and efficient way and the VBMB staff would be freed to do so, as well. We believe it is absolutely essential that the smaller oversight board, in particular, attend always to the interests and well-being of the whole Virginia Baptist enterprise rather than being divided along the lines of its separate functions. Issue 5. Regarding the issue that the current nominating process does not ensure the churches that strongly support the BGAV (e.g., by total or per capita gifts) take part in its governance, we propose a new way of extending a call to Virginia Baptists to share their gifts and skills with the BGAV. In consultation with the smaller body, the larger body would consider a variety of factors in choosing its nominees for election to the smaller body by the BGAV, including demonstrated commitment to the work of the General Association. The larger body should ensure that it nominates some persons from those local churches that show strong commitment through their considerable financial support. This would add a new and important factor to the list of possible ways to describe a person who might serve as one of the people who offer guidance, help oversee mission resources, and interpret Gods work in Virginia Baptist life. The Proposed StructureTwo New Bodies The BGAV Governance Study Committee proposes that the BGAV amend its Constitution and Bylaws to create two new bodies. The Virginia Baptist Mission Council, the larger body, would consist of 110-120 members. It would bear some similarities to the current VBMB in its composition and would be characterized by broad representation from across Virginia Baptist life. The Virginia Baptist Executive Board, the smaller body, would consist of 20 members (15 rotating members, the BGAV President and the two Vice Presidents, the Executive Director, and the Treasurer). It would bear some similarities to the current VBMB Executive Committee and would be characterized by competence in oversight. The BGAV is a general association of local churches. The Virginia Baptist Mission Council would be elected by and accountable to the BGAV and, thereby, its local churches. The same would be true of the Virginia Baptist Executive Board, which would be expected always to act in the best interest of our associated local churches. Therefore, we propose that each body have a direct connection to the BGAV, nominating members as part of their respective reports during the BGAV Annual Meeting. We think this essential to preserving the unique contributions of each body in better managing our mission resources. The Purposes, Roles, and Functions of the Mission Council and Executive Board The Virginia Baptist Mission Council would provide timely counsel to the Virginia Baptist Executive Board and to the VBMB staff through the Executive Director, serving as the sounding board of the Virginia Baptist family. Mission Council members would thus serve as liaisons who

-6communicate from churches and associations and ambassadors who communicate to churches and associations. The Executive Board, the BGAV Executive Director, and appropriate Mission Board staff would consult with the Mission Council regularly and intentionally. The Mission Council members would also perform the key task of helping to identify potential Virginia Baptist servant leaders. We foresee that the Mission Council would have a joint meeting with the Executive Board every spring at which the Mission Council would propose up to fifteen possible nominees, as needed, from which the Executive Board could choose in making any necessary nominations for election to the Board by the BGAV at the Annual Meeting. Those nominees must come from participating churches in good standing with the BGAV as defined by the BGAV Constitution and as verified by the BGAV Executive Director and Treasurer. Those proposed by the Mission Council should include persons who reflect the various gifts and skills needed for the Executive Board to function effectively and who, inasmuch as possible, reflect the diversity of the BGAV's member churches. The Executive Board would have to choose four of its five nominees to the BGAV for election to the Board from those fifteen persons suggested, ensuring that the Executive Board would in no way be self-perpetuating. (So, the Executive Board would have the freedom to choose one of its five nominees apart from those fifteen names suggested by the Mission Council if it so desired, as per the Mission Board Executive Committee amendment introduced earlier.) The Executive Board would nominate persons who have the various gifts and skills needed for the Executive Board to function effectively and who, inasmuch as possible, reflect the diversity of BGAV churches in the total composition of the Executive Board. Both Mission Council members and Executive Board members would serve as ambassadors, sharing the news of God's work across the BGAV with its local churches. As proposed, the Virginia Baptist Executive Board would combine strategically the strengths of the present VBMB Executive and the BGAV Budget Committees. The VBMB Executive Committee has the authority to act in the interim for the VBMB, serve as its Finance Committee, advise and consult with the executive director, study and recommend changes to the Constitution and Bylaws of the General Association and the Bylaws and Articles of Incorporation of the VBMB, and study and recommend ways to strengthen the work of the General Association (VBMB Bylaws, Article VII, Section 2). The Executive Board would serve as the fiduciary for the BGAV, including preparing and submitting the proposed budget for action by the BGAV at the Annual Meeting, and acting in its behalf between BGAV annual meetings. The Executive Board would serve as the body to which the BGAV Executive Director and Treasurer and all other VBMB staff members would relate (through the Executive Director). As previously stated, the Executive Board would nominate persons for election to the Executive Board at the BGAV Annual Meeting. Since members of the Executive Board would rotate off of the governing body after proscribed terms, it would be necessary to elect new members regularly. A Plan for Making the Transition How will the BGAV establish the Virginia Baptist Mission Council? The committee proposes that the current VBMB members complete their respective terms as the first members of the Mission Council. Once the Mission Council has been established, it would structure itself according to the seven geographic regional clusters now identified by the VBMB staff plus a general cluster of churches that fall outside of the seven regional clusters. The Executive Director would assign VBMB staff members who, assisted by association leaders in that region, would facilitate regional cluster group meetings. We suggest that these regional cluster groups meet to choose nominees to the Mission Council at the BGAV Annual Meeting during a time set aside for this purpose in the program.

-7The BGAV would receive nominations from the regional and general clusters on Day 1 of each BGAV Annual Meeting, and vote to seat the new Mission Council members on Day 2 of each meeting. As the current VBMB members conclude their terms, each regional cluster would nominate five persons to serve one three-year term on the Mission Council, a total of fifteen over three years, with the first new members of the Mission Council beginning their terms in 2015. Each year the seven regional clusters would nominate a total of 35 persons (five per cluster per year) for election at the BGAV Annual Meeting. The general cluster, comprised of churches outside the seven regional clusters, would follow a similar pattern, except that it would nominate only two persons for the Mission Council each year. This number of representatives could be adjusted in years to come as those who affiliate with the BGAV from beyond the Commonwealth increase in number. For that matter, clusters could be added or subtracted as needed should the constituency of the BGAV change. The BGAV President (or Vice President in the absence of the President) and Clerk would serve on the Mission Council. The BGAV President would convene and chair a meeting of the Mission Council each spring, probably held at Eagle Eyrie, that would include at least one joint session with the Executive Board. The Clerk, much as now, would keep a record of attendance and minutes of the Mission Council meetings. The Mission Council would hear from the Executive Board regarding the gifts and skills it needs in its members and propose a list of possible nominees for the Executive Boards consideration. The BGAV would assume the costs of hosting this meeting, though Mission Council members would be responsible for the arrangements and expenses of their own transportation to the meeting. The first meeting would take place in the spring of 2015, anticipating that the BGAV would have amended its Constitution and Bylaws to create the two new bodies. How will the BGAV establish the Virginia Baptist Executive Board? Convened by the current BGAV President, the living former BGAV Presidents would nominate ten persons for election at the 2014 BGAV Annual Meeting, none of whom could be from their own number. As designated by the Presidents, five of them would serve one three-year term without possibility of reelection for the span of three additional years. Five more would serve one three-year term with the possibility of reelection for one additional three-year term and, after that, without the possibility of reelection for the span of three additional years. The Mission Council would then propose fifteen persons, five of whom would be chosen by the outgoing VBMB Executive Committee for nomination to the BGAV. Once elected, these last five Mission Board members would serve for one three-year term with the possibility of reelection for two additional three-year terms and, after that, without the possibility of reelection for the span of three additional years. This would establish an ongoing pattern of electing Mission Board members for up to three, three-year terms, after which each would be ineligible for election to the board for three years. This follows a similar model to other boards that serve Virginia Baptist interests (e.g., the Baptist Extension Board), providing continuity of leadership and sustaining institutional memory while also allowing for the energy of new leadership. This process would provide the initial fifteen Executive Board members. The current BGAV President and Vice Presidents would also serve on the Executive Board. In addition, the BGAV Executive Director and Treasurer would serve by virtue of office without voting rights, so the Executive Board would be comprised of twenty members (eighteen voting). Should a Board member be unable to complete any three-year term for any reason, the Executive Board would be required to choose a nominee to fill the unexpired term from those names suggested by the Mission Council. The BGAV President would convene the very first Executive Board meeting. As its first order of business, the Executive Board would then elect a chair from its number to assume those duties immediately. Once established, the Executive Board and its chair would assume responsibility for

-8conducting all of its future meetings. The committee foresees six Executive Board meetings per year, to be held every other month, including the joint meeting with the Mission Council each spring. Our Historic Virginia Baptist Values Have Driven the Committees Work As stated before, from the beginning, our committee has conducted its work according to seven biblical values Virginia Baptists have always cherished. These are the same values that previous generations sought to incarnate in the various governance structures they employed throughout our history, each new structure suited to each new era of advancing the Redeemers Kingdom. We believe our work not only reflects, but even reveals those same values for a new era and a new generation of Virginia Baptists. For example, we value transparency and accountability in our assigned task. We have spoken with one united voice. From the white paper we released last spring to our consultation with multiple groups of Virginia Baptist servant leaders to combining their combined wisdom with our assignment to making our report widely available to the break-out sessions we plan to hold at the 2013 BGAV Annual Meeting, we have tried to conduct our work in a way that shows we are completely open and consider our assignment to have been a sacred trust. We have absolutely no political agenda and desire only the best outcome for the Virginia Baptist family we so cherish. As a committee we stand as one, united in our belief that we are offering a biblically grounded governance process and leadership structure that is consistent with our Virginia Baptist roots and history. We believe the proposed bodies will help the BGAV tap the rich diversity and great gifts God has poured into the Virginia Baptist family. We further believe that the two bodies suggested in this report will help us strengthen our strategic connections, find new strategic leaders, and transform our governing process into one that shows better stewardship of mission resources for us and those who will follow us. We could not say that if we did not also believe that the two bodies we propose in this report would broaden our representation of those who generously and sacrificially support our cooperative missions efforts. Our Motion Every member of the BGAV Governance Study Committee accepted the invitation to serve on the committee as a call to sacred service for such a time as this. We thank President Carl Johnson for his confidence in us. We thank Virginia Baptists for your faith in us. We thank every Virginia Baptist with whom we consulted and who shared their questions, ideas, and comments with us. We thank God for the guidance we have received and the spiritual bond that has united us to do what you charged us to do while remaining true to our shared values. You asked us to study how the BGAV oversees the mission resources God has entrusted to us through its governance structures. We have steadfastly limited the scope of our consideration and recommendations to this one issue. With this report, we say to Virginia Baptists that we have, to the best of our knowledge and ability, offered the best possible solution we could find. We believe God has provided an answer to your question, Can we, as the BGAV, manage the resources entrusted to us by Godtime, talents, assets, and mission opportunitiesmore strategically? As a special committee created to advise the VBMB and the larger BGAV, we have no governing authority whatever, so we humbly offer our best wisdom to the Virginia Baptist family we love and serve. We leave it to the messengers of the General Association to discern whether we have served them well in recommending a governance structure well suited to Advancing the Redeemers Kingdom in the 21st Century. Therefore, with the endorsements of the Virginia Baptist Mission Board and its Executive Committee, of the BGAV Past Presidents, and of many others who have graciously affirmed us and our work, the BGAV Governance Study Committee moves that the Baptist General Association of

-9Virginia adopt the concept outlined in this report and authorize the Virginia Baptist Mission Board to take the necessary steps to facilitate implementation of the changes specified in the report. Should the BGAV choose to adopt this governance blueprint at its 2013 Annual Meeting, then we propose that those Constitution and Bylaw changes deemed necessary by the Mission Board for implementation of this concept be adopted at the 2014 BGAV Annual Meeting, in which case the new governance structure would be in place beginning in 2015. Respectfully submitted, Jim Baucom, Chair Don Davidson, Vice-Chair Carl Johnson, Secretary (and serving BGAV President) Steve Allsbrook Dick Bidwell Pat Bloxom Ann Brown Dan Carlton Mark Croston (BGAV Past President) Darrell Foster Tommy McDearis (BGAV First Vice-President) John Upton (BGAV Executive Director) Eddie Stratton (BGAV Treasurer) Glenn Akins (VBMB Staff)

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Efficiency/Effectiveness AND Broad/Fair Representation