PC(USA) corporate entity recommendations debated for second day

Consensus not reached but parties agree to continue talks

By Gregg Brekke | Presbyterian News Service

Kerri Allen from the Advocacy Committee for Women’s Concerns (left) and Way Foward Commission member Matthew Eardley at the April 9 meeting to discuss PC(USA) corporate structure. (Photo by Gregg Brekke)

LOUISVILLE — Groups with competing proposals for reforming the corporate structure of the Presbyterian Church (U.S.A.), known as the “A Corp.”, gathered for the second day of discussion on the content and intention of the proposals leading up to General Assembly 223 in St. Louis this summer.

A joint recommendation of the Way Forward Commission (WFC) and All Agency Review Committee (AARC) proposes a separation of the A Corp. from the exclusive control of the PMAB, allowing input and decision making from other agencies in regard to corporate functions and oversight of shared services utilized by several agencies.

The Governance Task Force of the Presbyterian Mission Agency Board, formed in February 2016, has proposed its own recommendation and has expressed concern over several of the joint recommendation’s finer points. These concerns include the process of nominating board members for the A Corp., financial control of mission funds, and the perception that a separate A Corp. will introduce inefficiencies into the work of the Mission Agency.

Representatives of the three groups were joined again in their deliberations by Kerri Allen from the Advocacy Committee for Women’s Concerns (ACWC), Thomas Priest from the Advocacy Committee for Racial Ethnic Concerns (ACREC), Carol Winkler from Presbyterian Women (PW), Stephanie Anthony from the Committee on the General Assembly (COGA) and an advisory delegate to the PMAB, and Ray Roberts from the Advisory Committee on Social Witness Policy (ACSWP).

Moderator of the 221st General Assembly, Heath Rada, served as moderator for the meeting assuring all in attendance that the motives of the individual groups were good and in the best interest of the church, yet he advised there was little that could be done with the already-submitted reports to the General Assembly. Rada expressed that his hope for the second day of meetings was that the group would find “some general agreement about where we are” on the proposals.

After yesterday’s disagreement on the process used to include voices from around the church, Allen reported the AARC and ACWC would be meeting very shortly to discuss the theological foundations of the joint proposal to the Assembly, along with a commitment to meet with ACREC to work toward the understanding of the “finer points” of the proposal.

Joining the meeting this morning, Roberts said: “Nobody around this table thinks the church is where we want [it] to be.” He continued by saying that ACSWP has offered a critique of the theological content and vision of the report.

“What is the purpose of the church?” he asked. “I wish that would have been more explicit. I think the purpose of the church is to increase the love of God and neighbor. To make disciples. I don’t want to just make prophetic pronouncements, I want to make a prophetic community. There are many ways the church needs to adapt, and the structure hasn’t adapted to these changes. …  ACSWP is concerned that the structure will shape the culture of the church.”

PMAB members Joe Morrow (right) and Chad Herring (left) at the April 9 meeting to discuss PC(USA) corporate structure. (Photo by Gregg Brekke)

Joe Morrow, PMA board member and chair-elect of the PMAB, also joined the Monday gathering and responded to Roberts’ comment.

“What we’re talking about is a very technical issue — it’s a strategic change and a polarity problem,” he said. “You’re right in saying ‘there is a real yearning and desire to address some of the fundamental changes in the ministry landscape of our nation.’ [It’s] not only numeric decline, but where ministry is in the margins.”

Morrow said the board had the opportunity to learn from others — the broader culture, nonprofit best practices and ministry partners — on how best to work within the newly proposed structure.

“My dream or hope for the board coming into this next season is we’ll be able to stabilize things at the agency so we can have more generative conversations on what it means to do innovative ministry, what tools do we need to do this type of ministry, and how we deploy these tools to do effective ministry,” he said.

Allen continued on the theme she introduced yesterday, saying the church needed to engage in repentance of the systems that have allowed the denomination to disregard the voices of advocacy and advisory groups.

This, she said, could be accomplished by “turning around, and away from an embedded culture of racism, misogyny and patriarchy because we haven’t done the real work of repentance in this denomination. It’s really about how we take seriously that aspect of repentance of turning around and away from what has had such a powerful grip on our denomination.”

As the discussion moved to the formation and function of the A Corp., concerns were raised about who would be placed on the board and how far its reach would extend. The deliverance of authority to the A Corp. came under scrutiny and took up much of the debate. A deliverance — the legal and technical term used to describe the scope of authority granted by the General Assembly to another entity — was granted to the A Corp. in 1986 upon its creation and has governed its scope since then.

Provisions of the deliverance include:

  1. The ability to receive and hold all property real and personal and income from such properties
  2. The right to maintain and manage all real property held by the church
  3. The right to affect short-term investments of excess funds
  4. The right to act as disbursing agent for funds held by the corporation
  5. A requirement to provide accounting and reporting for the above provisions
  6. To provide such other financial and legal services as the General Assembly may deem necessary


Morrow said the proposal offered by the GTF and AARC would not grant the PMAB the authority to carry out its work.

“A fundamental point of different vision is can the PMAB have these corporate functions removed and still operate efficiently,” he asked. “We don’t need to run shared services. We are grateful for the idea of a new model of shared services that reduced acrimony between the agencies that use shared services. We’re glad to participate in the ways this could be applied. We need to retain personnel, especially in finance and legal, so we can carry out the work of the Mission Agency.”

Wilson responded that the Office of the General Assembly, which has been directed to use the shared services as directed by the A Corp. and controlled by the PMAB, has been able to conduct all its required business for 30 years under the deliverance, even though it had no controlling interest in the A Corp. board.

“The fundamental assumption that the A Corp. is going to have some broad powers to control the PMA is a misconception,” said Wilson. “Statements made such as ‘the PMA will not have control over the legal decisions made’ is a misconception.”

“It sounds to me that there is a lack of trust,” interjected moderator Rada. “We need to recognize that ‘I love you, but I don’t trust you.’”

The sense that there is a lack of trust, along with a lack of understanding, was echoed by Winkler of Presbyterian Women and Priest of ACREC, and elicited a strong critique by Allen of ACWC.

“As someone who spends more time thinking about theology than many around this table, it’s my perception that this is being structured as a council of bishops — and that’s not Presbyterian,” said Allen. “Reformed theology assumes many things that aren’t embedded in the proposals being discussed. That’s relevant to those who haven’t been at the table and may reinforce the idea that it concentrates power in a way that is not [present] in the current structure. The other reason this feels like it isn’t a Reformed proposal is because it is not consistent with how we operate in other ways in the church.”

“The powers of A Corp. are very well defined,” countered Wilson. “The PMAB controls both the A Corp. and the mission of the church. If there’s a group that has acted as a council of bishops, it’s the PMAB.”

Maxim attempted to refocus the discussion, saying more attention needed to be given to what she deemed “real problems” with the current roles assumed by the PMAB. “Our sense is the mission of the church has been hampered by the division [of roles] in the PMAB,” she said.

“Those who have been part of the PMAB over the last two to four years share those concerns,” said Morrow. “That’s why we had the GTF work on those reforms. You have partners in that work even if we disagree on how you might characterize how we work with some of our mission partner on finance. In light of how much WFC and AARC have asked us to focus on mission, I wish we’d had these discussions much earlier in the game. We have some strong ideas on how we can have mission and money in better conversation with each other and develop a focus on mission that will lead us into the 21st century.”

Discussion participants and observers at the April 9 meeting to discuss PC(USA) corporate structure. (Photo by Gregg Brekke)

Asking for clarification on its understanding of the deliverance from the PMAB counsel, Wilson asserted the joint GTF and AARC recommendation does not remove the power of the PMAB to direct its own finances, personnel decisions or mission priorities.

“What we’re doing is moving the membership of the [A Corp.] board to a new group of people,” he said. “[We’re] making sure that in the interface with the board with a different membership and the PMAB there is no confusion about your ability to direct mission, have access to funds and act to direct personnel.”

Delving into details of the structure of the A Corp., Wilson said the CFO of the PC(USA) would also act as the president of the A Corp., not adding a position, rather creating a separation between the PMA executive director’s oversight of shared services and the authority of the CFO to act independently while being responsible to the A Corp. board.

“We hope the board will hire an executive director and CFO who will be responsive to our concerns to be more transparent,” Herring said regarding the current lack of permanent leadership in these offices at the PMA. “The modification of the CFO responsibilities in a newly constituted A Corp. board seems to inject confusion to the staff.”

Anthony expressed disappointment in the process, saying, “COGA was not engaged in a collaborative way,” regarding the PMAB proposal to seek a deliverance to form separate corporations for both agencies if the GTF/AARC A Corp. recommendation was approved.

“We were handed a proposal and asked to sign on to it saying, ‘we’ll take this to the GA together,’ without being consulted,” she said. “COGA [now] comes into this and has been kicking this around for some time. It comes with support for an A Corp. board with equal representation from the agencies and entities. The concerns that PMAB has echoes concerns COGA has lived through. The idea that your ministry is decimated when you don’t have control of A Corp. is our reality. We’d like to move to a shared model. The idea that it’s the only way to do things is to have control is wrong. Something has to fundamentally change or we’re just rearranging things. The proposal to make the A Corp. board more representative, more equitable for the agencies and entities, is crucial.”

Barb Gaddis, moderator of COGA, added, “We have been under the tyranny of not having a separate board for far too long.”

Susan Jackson Dowd of Presbyterian Women, the second largest user of shared services, noted that her group had also not been invited to speak to the proposals for restructuring in a substantive way, saying, “What’s happening here? When someone who’s a huge user of shared services and a group that can bring expertise to the table is discounted over and over again.”

In closing the meeting, Rada asked, “What have we agreed to?”

Wilson noted the AARC would move forward with discussions and hope to present, alongside the WFC, at the April 25–27 meeting of the PMAB in Cincinnati. Morrow and Herring agreed to work to find time on the PMAB meeting agenda for these presentations.

“The question remains where do we [Presbyterian Women] fit,” asked Winkler. “In all our discussion, we’ve never pointed to what we do well. As moderator of PW that’s not been our experience. Our partnerships have been a wealth of goodness and I hope we don’t lose sight of that.”

“It’s important that the advocacy groups are at the table,” said Priest. “We always seem to be the number, and the checkmark, that we’ve got someone [from Racial Ethnic caucuses] here.”

“For my part, I’m going to take my time and go through the proposals of the AARC and WFC and highlight those parts of the proposals are beneficial for the church,” said Morrow. “We’re moving the healthy stuff from the store to the refrigerator, and I look forward to moving it toward the table so we can have the best outcome for the church.”

Regardless of how those working on the proposals do or do not find common ground, participants agreed debate on the composition and function of the A Corp. will be settled by the Way Forward Committee of General Assembly 223 meeting in St. Louis this June, which will then make a proposal to the entire Assembly for vote.

“I still have hope that we could come to the assembly together,” said Cynthia Jarvis, moderator of the Way Forward Committee. “I’m going to have 70 people on my committee and the learning curve is unbelievable. So as much as you can do — as those who have a stake — between now and the time the assembly comes together, I’d ask you can present something exciting and something we can all take a leap of faith into.”

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