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If Shorter College’s board of trustees had had its way, the Rome, Ga., school would have dissolved at 11:59 p.m. Dec. 31, 2002, then reopened under new bylaws, exactly one minute later. That didn’t happen, however. Instead, a DeKalb judge stepped in, halting the board’s plans until a court could hear the merits of what is fast becoming a heated fight for control of the college’s leadership. On the one side is the Baptist Convention of the State of Georgia, which claims it has owned Shorter since 1959. To the GBC, as it is known, the board’s plan was nothing short of an act of theft. But to the other side, the Board of Trustees and President Edward L. Schrader, the New Year’s Eve metamorphosis was the school’s last, best effort to preserve its accreditation and maintain its academic freedom against the GBC’s efforts to strong-arm the school into appointing politically conservative trustees. That pressure, the school’s representatives argue, has jeopardized the school’s decennial bid for accreditation. RULING RETAINS STATUS QUO Earlier this month, DeKalb County Senior Judge Jack B. Smith, sitting by designation in DeKalb Superior Court, decided in favor of preserving the status quo for the present. He granted the GBC a temporary restraining order that barred Shorter from carrying out its planned dissolution and reincorporation. Shorter College v. Baptist Convention of the State of Georgia, No. 02CV11985 (DeKalb Super. Dec. 19, 2002). “GBC and intervenors have sufficiently demonstrated that they will sustain immediate and irrevocable harm if plaintiffs are allowed to proceed with the dissolution and disposition of the assets of Shorter College,” Smith wrote. “The balance of equities favors the entry of equitable relief in favor of GBC.” The two-year-old fight over who gets to appoint trustees for Shorter will play out in the coming months before DeKalb Superior Court Judge Daniel L. Coursey Jr. The GBC is accusing Shorter of tortious interference with a contract, breach of fiduciary duty, fraud, conversion and violations of the state civil RICO act. In turn, Shorter is accusing the GBC of wrongfully witholding millions of dollars earmarked for the college. Shorter wants the court to establish that the college legitimately has control of its own trustees. The suit was filed in DeKalb, the site of the GBC headquarters. CHURCH CLAIMS OWNERSHIP The GBC, for its part, claims that it is the rightful owner of Shorter College, under the school’s 1959 charter, and has the sole right to appoint trustees. Dissolving the school and reopening under a scheme that makes the current board self-perpetuating, said GBC’s lawyer Walter H. Bush Jr. of Arnall, Golden & Gregory, effectively steals the school from his client. “If you give me the right to control who directs General Motors, I’m going to control General Motors,” he said. The stakes, perhaps, are smaller than a fight for control of GM. Shorter is a small four-year college in Rome, with satellite campuses in Lawrenceville, Marietta and Riverdale but fewer than 1,000 students. It was founded in 1873, and operated “more or less” autonomously between 1914 and 1957, when financial difficulties forced it to relinquish control of the school to the GBC. Since then, the GBC claims it has invested about $26 million in the school. At the time of the bailout, Shorter’s resolution described the GBC’s “ownership” of the school, though the subsequent Georgia Nonprofit Code established that nonprofits do not have owners, but rather “members” with voting interests. But Shorter insists that the GBC isn’t a “member.” Shorter’s lawyer Bruce P. Brown of McKenna, Long & Aldridge said “The membership issue is black-white, true-false. They’re just not members.” (McKenna Long represents the Fulton County Daily Report.) In a Dec. 18 letter to Coursey, before the restraining order was entered, Brown clarified his client’s argument. “Shorter College has no members and never has had any members, and there is no document or any other piece of evidence establishing or suggesting that the GBC is a member of Shorter College, much less a member entitled to vote on dissolution,” he wrote. NOMINATIONS ISSUE According to Shorter’s petition for relief, the dispute began in August 2001, when President Schrader contacted the GBC to begin identifying possible candidates for the Board of Trustees. The college claims that, for decades, it had presented a list of nominees to the GBC, which then would select new trustees from that list. Shorter’s petition describes a pivotal meeting last year between Schrader and nominating committee member Michael Everson, a meeting allegedly suggested by GBC executive director Robert White. “In that meeting, Everson described himself as one of the main political activists who was responsible for the conservative takeover of majority control of the Georgia Baptist Convention,” the petition says. “He indicated that he would like every Georgia college, including the College, to be controlled by a conservative Board of Trustees. He suggested that the College’s Board of Trustees were not the kind of conservative individuals he had in mind for the Board.” Everson, the petition says, then asked Schrader about “how he felt about homosexuals on campus.” He wanted to know whether the faculty had any gay members, and how Schrader would handle such a situation. Then, the petition says, Everson began asking about specific faculty members in the religion department. Everson then provided Schrader with a list of five people whom he thought belonged on the board. Bush called the contention that the GBC was on some sort of witch-hunt “nonsense. Utter nonsense.” The questions, he said, came from “one Baptist preacher out of 3,000, who was not speaking for the GBC.” Schrader claims he tried to investigate the five people Everson had suggested for the board. Of the five, one could not be reached, and two said they had no interest in serving. Schrader then nominated one of the remaining two to the college’s executive committee for recommendation to the Board of Trustees. In the fall, the GBC’s nominating committee rejected three of the college’s recommendations. At the same time, the accreditation process with the Southern Association of Colleges and Schools was getting under way. Schrader and some members of the Board of Trustees began to worry that the school might lose its accreditation. According to Shorter’s petition, GBC’s actions did come under scrutiny by the SACS committee. The committee found “[s]pecific actions by the Georgia Baptist Convention this past year regarding the politicization of the trustee election process demonstrate the College is subject to external and political religious influence that may affect its ability to carry out its mission, infringe upon its academic integrity, and threaten its academic freedom.” Without an assurance of that freedom, the investigators wrote, accreditation for Shorter would be in jeopardy. It could be placed on probation, or, worse, lose its accreditation entirely. But, according to the GBC’s counterclaim, the accreditation crisis was manufactured. Some Shorter trustees and officers were falsely reporting to SACS that the board was under political pressure and could lose its independence, the counterclaim contends, in order to allow Shorter to take the school away from the GBC. The GBC claims that it had the sole discretion to allow Shorter to present it with a list of trustee names, but it is not bound by that list. Under the charter, the GBC claims, it has the authority to appoint trustees anyway it likes. “[A]t no time has GBC relinquished its sole and exclusive right conferred by Georgia law and the 1959 charter to select and appoint the trustees of the College,” Bush wrote. After the 2001 dispute, the Board of Trustees voted to establish Shorter College Foundation, Inc., to which Shorter College would lease the school and its assets for 60 years, in return for no consideration. The foundation would have a self-perpetuating board of trustees, without term limits, and would thus control the school. The GBC responded by freezing all funding for the college, and the trustees responded by rescinding the action. To the GBC, this was the first clue the board was trying to convert the school to its sole control. To Shorter’s trustees, it was the first effort to preserve the school’s independence and its accreditation. The 2002 trustee process was even more contentious. The GBC refused to participate, according to Shorter, and the college submitted 16 names for eight open slots. The GBC rejected all of them, and appointed eight other people to the board in November 2002. The GBC said that all trustees “were selected to be independent of the control and influence of GBC, as had every trustee selected and appointed by GBC since 1959,” Bush wrote. Fearing that the continuing trustee dispute would affect the accreditation process, Shorter’s trustees voted May 31 to change the school’s bylaws to codify what it claims had been GBC’s past practice: selecting trustees solely from a list compiled by Shorter. Finally, on Nov. 22, the board voted 17-8 to dissolve Shorter College as of Dec. 31, transfer its assets and liabilities to the Shorter College Foundation Inc., and then change the foundation’s name to Shorter College. The school will remain identical, according to Brown, with the sole difference that the school’s board will be self-perpetuating, and the school will preserve its independence. “After the restructuring, the College’s accreditation will be secure for the first time since November 2001,” he wrote. Lawyers for both sides said they expect the court to take up the matter again in the new year.

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