Shorter Departure #67
Mr. Allen Dutch
Instructor of Communication
8 years of service
Shorter Departure #66
Mr. Brian Taylor
Chair, Department of Art, Professor of Art
16 years of service
TITLE 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS
CHAPTER 3. NONPROFIT CORPORATIONS
ARTICLE 6. MEMBERSHIP
PART 2. RIGHTS AND LIABILITIES OF MEMBERS
O.C.G.A. § 14-3-610 (2012)
§ 14-3-610. Voting rights
Members as defined in paragraph (22) of Code Section 14-3-140 shall have no voting rights, other than to elect directors, except as specifically provided in the articles or bylaws. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws.
In order to understand the relationship between Shorter University and the Georgia Baptist Convention, it is necessary to look at Georgia law and at the meaning of “fiduciary responsibility”.
In the 2005 court decision, the Georgia Baptist Convention was declared by the courts to be a member of the nonprofit corporation that is Shorter University (College). According to Georgia code, the only right of the member is that of electing directors, or in Shorter’s case, trustees unless otherwise specifically set forth in the bylaws.
So what does fiduciary responsibility entail? Professor Paul G. Haskell addressed that issue in an article entitled “The University as Trustee”, in the Georgia Law Review. Professor Haskell contends that the university is a corporation, which is chartered specifically for charitable purposes (thus earning its nonprofit status) for the good of the public – in this case, to provide educational opportunities to the public. He further asserts that “the university should be considered a trustee for the public generally and the students, faculty, donors, and alumni particularly, and that as trustee the university owes the fiduciary duties of selflessness, care, fairness, and disclosure in all its dealings with students, in the administration of its admissions policy, and in the management and allocation of its assets”
The Shorter University Bylaws directly address the issues of the rights of the member (GBC) and the duties of the trustees of the institution. The member shall have the right to appoint all trustees and to approve any amendments to the bylaws. The trustees “shall serve the best interests of the college . . . and The Board of Trustees shall be free from undue influence from political, religious or other external bodies, and shall protect the corporation from such influence.”
So far, so good. The GBC elects trustees and approves amendments and the Trustees, whom the GBC chooses, have a responsibility and duty to the University, not to the GBC. This is the relationship approved by SACS during the 2005 court settlement. If that were the reality, then there would be no need for SOS or for the massive exodus from Shorter. The GBC inherited a Christian college with an on and off affiliation with the Georgia Baptist Convention. They did not inherit a Baptist college, established strictly on Baptist principles or which had historically abided with the ideology of the GBC.
The University Bylaws: There is nothing in Shorter’s bylaws that demand that a trustee hold a specific affiliation with a GBC church. By extension, it can be assumed that trustee nominees can come from any faith or from no faith at all.
The Reality: Since the 2005 court case, the Georgia Baptist Convention has elected to the Board of Trustees only individuals with membership in a GBC affiliated church. Of the 31 current board members, six are GBC pastors. In addition, one is the minister of music at a GBC church; one is the director of missions with the Bartow County Baptist Association; one works for the National Christian Foundation for Ministry Services.
Of those in the ministry, one, Dr. Carlisle Driggers, served for 15 years as Executive Director of the South Carolina Baptist Convention and holds honorary doctoral degrees from, among others, Charleston Southern and North Greenville Universities. The two institutions are the former employers of Shorter President, Don Dowless. Readers should be mindful that Robert White, Executive Director of the Georgia Baptist Convention, also sits on the Board of Trustees as an ex-officio member.
Two of the current trustees, one of whom is the current chairman of the board, are employed by AFLAC. AFLAC offers its products to the faculty and staff of Shorter University.
Two current trustees and one former trustee are members of Roswell Street Baptist Church, from which Nelson Price holds the title Pastor Emeritus. The former trustee, Bob English, who just rotated off of the board in January and was on the board when the Personal Lifestyle Statement, Statement of Faith and Biblical Principles for the Integration of Faith and Learning were adopted, is an officer with ADE Builders, the company which received the contract, without the necessity of going through a bidding process, for the new library extension and the new.
Three trustees are members of Tabernacle Baptist Church, and Shorter’s President has a very close relationship with that church. One of these is Don Hattaway, who serves Tabernacle as senior pastor. Don Hattaway has served on the board of Brewton-Parker College and was Chairman of the Board in 2005-2006. His term expired in 2008. Brewton-Parker is in deep financial trouble and stands to lose its SACS accreditation this month. The college is currently on Warning from SACS for numerous violations. In 1998, Brewton-Parker settled a lawsuit for $4 million that was brought by a former employee and joined by the Federal Government for the misuse of federal funds. Incidentally, the newly-named Dean of the School of Arts and Sciences and chief designer and chair of the Quality Enhancement Plan is also a member of Tabernacle.
Three trustees are members of Calvary Baptist Church, a small Baptist church in Rome. There are, however, no trustees from First Baptist Church in Rome, despite the fact that First Baptist was the church home of Alfred and Martha Shorter and has been a long-time supporter of Shorter.
It should be noted that according to the Shorter 2009-2010 form 990 (no later filings are available online) the institution has no members.
It should also be noted that the trustees of Shorter University have NOT been asked to sign the Personal Lifestyle Statement. They have, however, been given “ Talking Points” for dealing with the public.
We recommend that alumni, students, faculty and staff, to whom the Board of Trustees holds a fiduciary obligation, contact the Board of Trustee members and demand answers as to why the Board has placed Shorter in financial jeopardy from loss of students, academic jeopardy from the flight of top-rated professors and administrative staff and indeed, placed the entire institution in peril. Since the Shorter website has not updated its Board of Trustees page in the six months that the new board has been in place, we kindly provide that information for you upon request.