Friday, October 17, 2014

UPDATED: observations about sale of real estate at MH, under unusual circumstances BoAA can sell all or most real estate holdings in not-normal business situation
Wenatchee The Hatchet and others have noted that four (three if you treat Ballard campus and Ballard HQ as a single entity) have gone up for sale in the last month or so.  Not just anyone in governance at Mars Hill is authorized to put these real estate pieces on the market.  In the day to day ordinary business of Mars Hill only the executive elders seem to have the authority to decide what real estate is bought and sold.  As previously noted here at WtH Ballard HQ has been on the market for some time. Ballard campus, MH U-District, and Sammamish are new.  Let's trudge through the bylaws to see what bodies have authorization to decide stuff like this.


Section 6.9

... Any power not reserved for the full council of elders pursuant to this Section 6.9 or the board of advisors and accountability pursuant Section 7.16 shall be reserved for and be decided by the executive elder team.

So the Full Council doesn't look like it has that option.  There are some settings in which the BoAA would be able to sell real estate.


Section 7.16. Powers

In addition to those powers required to be exercised by the board of advisors & accoutnability under the Act, the board of advisors & accountability possesses the following enumerated powers:

(a) Alter, amend, or repeal and adopt new Articles of Incorporation or Bylaws;
(b) Oversee an evaluation of the performance of the executive elder team and approve the annual compensation for each member of the executive elder team;
(c) Appoint, retain, compensate, evaluate and terminate the Church's independent auditors;
(d) Establish the annual budget for the Church;
(e) Alter, amend, or repeal and adopt a new Conflict of Interest Policy for the Church;
(f) Indemnify an officer (or former officer), or make any other indemnification other than as authorized in the Articles of Incorporation and Bylaws in accordance with the Act;
(g) Adopt a plan of merger or adopt a plan of consolidation with another corporation;

(h) Authorize the sale, lease, or exchange of all or substantially all of the property and assets of the Church not in the ordinary course of business;

Let Wenatchee The Hachet red letter this next section for people who might miss the significance of this enumerated power ...

In other words, folks, if the BoAA were going to sell a ton of real estate while Mark Driscoll was on leave that wouldn't be a betrayal of Mark Driscoll, it would be the Board of Advisors & Accountability actually seeming to do its job for a change.  And who would have updated the bylaws in this way?  "Probably" Sutton Turner, who said in an interview that Mark Driscoll wasn't into updating bylaws or putting together policies and procedures and that's what Turner did for the church.  So if anyone at Mars Hill has heard that real estate may have been put on the market without any input from Driscoll during his leave of absence, maybe thank Sutton Turner for making that possible.  That is, of course, if Mars Hill made any decisions to sell off Martian real estate without consulting Mark Driscoll.  But under normal circumstances, well, be patient, we'll get to that inevitable observation in time.  Let's get back to the enumerated powers of the BoAA.

(i) Authorize the voluntary dissolution of the Church or revoke proceedings therefor;

(j) Adopt a plan for the distribution of the assets of the Church; or

(k) Make a material tax election under the INternal Revenue Code affecting the Church.

Any power not reserved for the full council of elders pursuant to Section 6.9 or the obard of advisors & accountability pursuant to this Section 7.16 shall be reserved for and be decided by the executive elder team.

Section 7.17
Committees of the Board

(a) The executive elder team is a standing committee of the board of advisors & accountability established pursuant to Article 8 of these Bylaws. The rights, obligations or operating procedures of the executive elder team may not be altered, amended, or repealed except by an amendment to these Bylaws approved by the board of advisors and accountability pursuant to Article 17. The board of advisors & accountability may, by resolution adopted by a majority of the entire board, designate from among its members one or more other committees, each of which shall, except as otherwise prescribed by law, have such authority of the board as may be specified in the resolution of the baord designating such committee, provided that the authority granted to such committees may not conflict with the authority granted to the executive elder team under these Bylaws.  ...

In the normal line of business who sells or buys real estate on behalf of Mars Hill?


Section 8.8. Powers.
The executive elder team shall have and may exercise all powers of the Church and do all such lawful acts as are not by the Act, the Internal Revenue Code, the Articles of Incorporation or these Bylaws directed or required to be exercised or done by the full council of elders or the board of advisors & accountability and in so doing shall have the right and authority to take all actions that the executive elder team deems necessary, useful or appropriate for the management and conduct of both the ecclesiastical and civil law functions of the Church, including exercising the following specific rights and powers:

(a) Conduct the Church's business, carry on its operations, and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States, or in any foreign country that may be necessary or convenient to effect any or all of the purposes for which it is organized

(b) Execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the management, maintenance and operation of the business, or in connection with managing the affairs of the Church, including opening and maintaining bank accounts on behalf of the Church.

(c) Contract on behalf of the Church for the employment and services or employees and/or independent contracts, such as lawyers and accountants, and delegate to such persons the duty to manage or supervise any of the assets or operations of the Church.

(d) Acquire by purchase, lease or otherwise any real or personal property.

(e) Finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage or lease any real estate or any personal property. [emphasis added]

(f) Borrow money or issue evidences of indebtedness, or secure the same by mortgage, pledge or other lien on any Church assets.

(g) Execute any deed, lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale, contract or other instrument purporting to convey or encumber any or all of the Church assets. [emphasis added]

(h) Prepay in whole or in part, refinance, recast, increase, modify or extend any liabilities affecting the assets of the Church or in connection therewith execute any extensions or renewals of encumbrances on any or all of such assets

(i) Commence or settle any suit or administrative proceeding before any court or governmental agency.

(j) License individuals to perform sacerdotal functions

(k) Appoint lead pastors to local Churches

(l) Appoint elders

If someone wanted to be hugely conspiratorial one could claim that it would be possible for the Board of Advisors & Accountability to decide that real estate needs to be sold for an unusual situation ... but wasn't Mark Driscoll on the Board of Advisors & Accountability as well as the Executive Elder team?  In other words, lest anyone out there imagine that it was even possible for either the executive elders or the BoAA to sell three/four pieces of Martian real estate behind Driscoll's back, the bylaws show that is impossible.  If real estate has been put on the market that has been owned by Mars Hill then according to the by-laws Driscoll would have to know about it and approve of it.

It sure appears to be the case that all the real estate was put on the market BEFORE Mark Driscoll announced resignation in the middle of this week.  So ... the simplest and most logical explanation about real estate going on the market is that Driscoll was part of the decision to off-load the real estate.  Driscoll's welcome to clear things up if he dares to speak (which is probably never going to be the case the way things are going) but until then the most sensible explanation of how so much Martian real estate went on the market is that Mark had to be involved. 

Given how strongly the BoAA stood by Driscoll and Turner at the emergence of the Result Source controversy and how the BoAA decided that Driscoll was innocent of false charges that the didn't really explain ... ever ... it is still a puzzle why the BoAA would say Driscoll didn't say or do anything wrong but accepted the resignation anyway.  Then again, Van Skaik's made a variety of statements about Sutton Turner that seem to fly in the face of things Turner and Driscoll said about Turner.
for that go over here.

Kind of adds some perspective.  Turner resigned some time in September it seems, earlier September.
We, as a board, are very thankful and grateful for Sutton’s gifting, expertise, and commitment in leading and guiding our church operations in the role of executive pastor and executive elder. We fully support his decision and will as a board be assisting the staff leadership teams in the transition of day-to-day responsibilities with Sutton through September 30th. Please join me in praying for the Turners as they seek direction and the next assignment that God has for them.

And Driscoll's resignation was announced, well, mere days ago.

In ordinary business settings the executive elders decide to sell off real estate or buy it.  In unusual circumstances the BoAA can exercise the power to sell real estate.

If Mars Hill the corporation is actually going to die it has to be a decision made by the Board of Advisors & Accountability.  If the word on the street is true then Jon Phelps has potentially sunk so much money into Mars Hill he'd hardly want to throw in the towel, would he?   But only the BoAA seems to have the enumerated power to decide Mars Hill the corporation is dead in the water. 
But there would seem to have been no version of either the BoAA or the EE team prior to Mark Driscoll's resignation that would have been making a decision to sell off the real estate of Mars Hill that did not directly involve Mark Driscoll, would there?   Mars Hill, if any of you feel like you've been sold down the river by leadership the bylaws seem to make it pretty clear that selling real estate out from under your nose is something that would necessarily involve Mark's vote. If Paul Tripp resigned saying the BoAA couldn't even do its job .... what was its job?  Keeping Driscoll accountable?  Under "normal" circumstances Driscoll would be involved in the decision to sell off all the real estate ... but would Driscoll have greenlit selling off four pieces of real estate?  Would Mark Driscoll break his rule about not responding to bloggers or journalists about this particular point?

That seems suspiciously like the BoAA and even the EE could constitute the kind of "God Box" that Mark Driscoll once said was characteristic of nasty mainline liberal denominations who had big dogs who didn't care about the churches in the trenches.

Where and when did Driscoll talk about a "God Box" you may ask?  Well ...

POSTSCRIPT 10-18.2014

Let's think about this a bit more. So Sutton Turner resigned in September and Mark Driscoll resigned this week.  Driscoll was on leave and that meant that both the legal president and the legal secretary, the officers of Mars Hill Church, were both absent during the month of September.  That left just executive elder Dave Bruskas and the rest of the Board of Overseers as the whole of the Board of Advisors and Accountability.  If the BoAA has put real estate on the market they were the only ones left to do that because the president was on leave and the secretary quit.  In a financial crisis the bylaws enumerate the power to sell off real estate to the BoAA, which may simply be what the BoAA did.  This wouldn't be an easy decision but the double whammy of the president being on leave and the secretary quitting would have left the BoAA few viable options for keeping Mars Hill in a "possibly" solvent scenario than dumping a pile of real estate on to the market.  Van Skaik, Osborne, Phelps and Rogers decided Mark hadn't made himself unfit for ministry but Driscoll's leave certainly put Mars Hill in the kind of already-a-crisis scenario that selling real estate wasn't going to be a huge shock.

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