Moving from corporate governance to incorporated governance

The news that there will be a telephonic meeting of Executive Council on December 7th, called by members of Council to address the concerns of members about the anti-gay, anti-freedom of speech, homophobic legislation being considered in Uganda is good news. Difficult, but good.

The news is of course good because in its own strange way the church is getting itself together to make a statement of outrage at the slip back into rampant homophobic hate for which the Uganda's legislation is only an example.

It is difficult news because beneath the surface there are passionate currents running. Some of these passions concern the vision and "place of being" of the GLBT community in the life of The Episcopal Church and the Anglican Communion. Some concern the matter of the international movement for justice and civil rights. Some concern the governance of The Episcopal Church. Some concern the persons and groups actually governing - The Presiding Bishop, the Officers of the Executive Council / Domestic and Foreign Missionary Society, the Executive Council itself and the commissions / committees / boards and agencies of The Episcopal Church.

The news is difficult, in other words, because it points to a wide range of issues that, should they be explored, concern a systemic reevaluation of who governs in TEC and why.

The news is also good because the matters raised by the effort to articulate the position which is almost universally acknowledged as being TEC's regarding the repression signaled by the proposed legislation - namely that we oppose and strongly condemn the criminalization of homosexuals - also helps us focus our attention on the need to rethink the future forms of governance in this Church.

This Executive Council, with its particular makeup and with its symbolically important leadership in the Presiding Bishop and President of the House of Deputies, and with its feisty entering class of 2009, is in no mood to take past Executive Council patterns of action as normative. The fact that members, rather than the Presiding Bishop, would call a special meeting is significant. That they would do so concerning matters that in the past would have been either brought up in regular session of Executive Council or spoken to by the Presiding Bishop is also worth noting. And, to make matters even more interesting, the members of Executive Council are more and more participant members in a very different community of knowledge and authority - one based on knowledge and authority as shared rather than derivative of this or that matter of merit. All of which is to say that the Executive Council, formed as a mechanism for corporate organization is becoming a mechanism within an incorporated - that is to say incarnated - community.

The development of new senses of the role and function of Executive Council is in part a product of increasing tensions in the Anglican Communion and within the Episcopal Church, tensions that have not adequately been addressed by existing canons and procedures of the church. So just as the Presiding Bishop has had to find new ways to work with the canons to provide clarity that particular bishops have indeed abandoned the communion of this Church, the Executive Council has had to find new ways to deal with the possibility of constant communication and demands for action among its members. Communication beyond the confines of the meetings of the Council begin to yield in passions, concerns, matters of inquiry and even matters of political struggle that were not present when Council could only correspond by snail mail or fax and by telephone, and when the rigors of corporate behavior mitigated against such rash interaction.

So it would appear that Executive Council is on a cusp, to use old age of Aquarius jargon. We are moving from being the corporate board of a corporation - the Domestic and Foreign Missionary Society - and the governing body between Conventions of the General Convention of The Episcopal Church - to being the incorporation of a broad based body of elected persons who will define for themselves the limits and actions appropriate to the Council.

Where before we might have expected the corporate board rules to prevail here there are too many "networking" linkages to make those rules of behavior work. Now new ways of communication, new lines of trustworthy or trust building linkages will develop, new sources of power and authority will develop. The Executive Council is no longer understood by its members as being modeled as a corporate board. The message of inclusion, on a board level, has begun to effect the workings of Executive Council itself.

I think this is to the good. But there is no way that it will not be painful. Persons whose offices have power precisely in a corporate model will find these changes very difficult. Others who have built their own position on allegiance to this or that officer will find themselves no longer having a court in which to move about with subsidiary powers. At the same time various factions will develop and at one time or another attempt to become the new corporate officers, not realizing that their powers derive not from the old values of the corporate board but from the new values of the incorporated community.

These are times of heady change and there will be weeping and gnashing of teeth. However the issue of responding to the the Uganda legislation plays out, the power shifts that result are signaling a move from corporate to incorporate, from carnation to incarnation, from a form of governance based on civil models (and what are bishops except ecclesial alternatives to civil administrators in the Roman Empire) to a form of governance based on a post modern projection of the best of reformation thinking in which the company of believers share the oversight collectively.

I think we are beginning to see in all this a movement beyond the mere shadowing and mimicking of civil structures to a new attempt to grasp the possibility of all the faithful working as an incorporated entity to do the work God has given them to do.

So the good news is that Executive Council is flexing its "incorporated" muscle. The bad news is that until it gets it all worked out there will be the odd wild punch and the occasional one well placed blow below the belt. There will be wailing and gnashing of teeth and blood on the floor.

And after perhaps a new beginning.


  1. Despite the necessary pain and anguish of the process, the move in the direction of incorporated governance isn't only good for the Executive Council, but has potential of serving as a model for the whole Church. As a former regional missioner, I believe only good can result from this ultimately and I rejoice in it.

  2. Great column Mark. At GC 2006 we passed with near unanimity D005 Oposing the Criminalization of Homosexuality. That we now have to pressure the PB, the PHoD and the Exec. Council to remind the world that we oppose such laws is shameful. D005 required that the Secretary of GC notify all Primates of the Anglican Communion of our position as well as a broad sprectrum of public officials. I was assured that this in fact had happened.

    So there is no new news in proclaimg it again and no reason to wait. Michael Russell

  3. Thank you enormously for this essay, Mark. It has helped me make better sense of something that has been happening right in front of my eyes for some months, but which I had not previously understood as anything other than a series of personality clashes and power struggles. I hope this is widely read. We will do our best to give it a boost on the Cafe.

    Jim Naughton

  4. Presbyterianism without a Court of Session.

    No thanks, I'm anglican.

    Signed, unimpressed.

  5. Thank you for this essay, Mark. I do think that things are shifting, but I wouldn't say, as I think your post implies at points, that it's a rebellion or reaction to the past as such -- or at least that it isn't seen that way by all, or by me. And I don't think that "board of directors" and "incarnated community" is an either/or proposition, but a both/and opportunity. I think that generational differences are manifesting themselves -- I don't mean strictly chronological ones, but cultural differences between what I might call "wiki thinkers" and "inky thinkers."

    Most boards I've served on have met almost exclusively over the Internet and/or conference call, and frequently had special meetings to consider whether something that had just arisen needed an immediate response, study, or nothing in particular -- and such meetings were often very short ones that opted for no action or study. Then again, most boards I've served on were for organizations with a small or no full-time program staff. The Church Center's program staff is shrinking, as is the budget for in-person meetings, and I think that various volunteer leaders in positions of accountability to the church -- and particularly "wiki-thinking" ones to whom such developments seem more natural and expected -- are quickly adjusting to the new context in which we work.

    The Special Meeting is, I think, an organic product of the soil in which we're now planted, and the composition of the cultural groundwater we take in. I think that whatever else comes out of the meeting, some fruit of that will be that we'll have a sense of what working in this way, at least at this preliminary stage of it, might look like, and can tweak as necessary or abandon the experiment entirely for a season -- though I would wager that a similar phenomenon would happen again in the not-too-distant future. It's in the soil and groundwater.

  6. I don't know what's going on behind the scenes, what kind of infighting or jockeying for position is happening, but as a humble, not-so-knowledgeable lay person, I find it hard to understand why taking an official position against the draconian proposed law in Uganda is difficult for the Episcopal Church. Count me confused.

  7. David da Silva Cornell25/11/09 4:15 PM

    I'm not privy to the "inside baseball" aspects woven in here, but this post appears to imply that someone such as the PB (and/or the PHOD and/or etc) has been reluctant to issue a public statement regarding the proposed Ugandan legislation.

    Whatever the facts, the LGBT civil rights activist in me - as much as I welcome all who stand with LGBTs around the world, and as much as I have hoped that the ABs of Canterbury and York would speak out - is concerned that TEC taking a position, however well-intentioned, may in fact backfire with the only audience that ultimately matters on this, the members of the Ugandan parliament. To the extent that TEC is perceived as a Western pro-gay bogeyman trying to intervene in Ugandan affairs, it is at best easily dismissed and at worst actually drives away fencesitters in parliament who do not wish to be tagged with being friends of TEC. (The ABs of Canterbury and York are not (yet) perceived as being in the thrall of The Gays, so their voices would carry a different effect, especially since ++Sentamu is from Uganda.)

    So, on the substance alone, I pray that the Executive Council, in its newfound "incorporated governance," will consider this otehr perspective, and understand that it should not address Uganda from the perspective of what LGBT Episcopalians may want but from the perspective of what best advances the personal security and human rights of LGBT Ugandans -- which may not be the same thing.

    Aside from this substantive concern, I have a profound procedural concern with Executive Council's "redefinition" of itself.

    As a corporate attorney, I certainly agree with Sarah Dylan Breuer as to preferring a "both/and opportunity" over an "either/or proposition." The "corporate form," and the attendant fiduciary duties, in fact (if used properly) *facilitate* the "incorporated governance" described.

    Moreover, as a member of several boards going through their own challenges of how to negotiate between "wiki thinker" members and "inky thinker" members, and being myself firmly in the "wiki thinker" camp, I appreciate the challenges presented and am excited about the opportunities for enhanced internal democracy and transparency and "real time" interaction that boards now have available.

    But am I the only one who perceives a certain irony in applauding a board - that has been duly constituted under certain rules and certain understandings - when it unilaterally begins to "redefine" itself? Is that not precisely what the Primates Meeting did?

    As I noted above, I don't know the inside baseball facts on this, so the foregoing comment may completely off-base, but from my limited-view vantage point, the irony presents itself as a reasonable possible reading. And if indeed my reading hits close to the mark, I pray that the "reinvention" proceed only with caution and with checks and balances upon it by all of the organs of our polity -- for have we not seen how unfortunate the Primates Meeting's self-re-definition has turned out to be?

    Respectfully submitted,

    David da Silva Cornell

  8. Cudos for this move to speak out against the secular government of Uganda. I hope that some credit is given to the Church there for opposing the death penalty in this matter.

    I would like to see a lot less nose gazing from the West on these kind of matters. After WE have lived with the armed factions in the streets, the murderous dictators, the American Martyrs (Ugandan Martyrs), a fragile impoverished economy, and plenty of advice from afar, then we could truly "live into" the situation in Uganda. No armed gunman to burn down the Nat Cat or All Saints Pasadena as you speak out. That's good. Let's remember that it was only last Christmas that an African cathedral was set alight by armed factions while people were there. The West truly has little idea of the many evil forces lurking and waiting to destroy the Church in those lands.
    To call it a balancing act is a vast understatement. Support the Church more, won't you? They don't have it nearly as easy as Delaware or California, or many other places.

    Likewise I hope that the Executive Council gets a real clue about the recent priorities poll completed by segments of this Church. Social justice is just 1....just 1 area of concern of this Church. Plenty of other work to be done on behalf of those you asked. I hope that you consult the top 6 priorities again.

  9. This is a good post, but I want to detail some thoughts that keep rolling through my mind as I read more and more stuff from the generation currently in power. I will say from the beginning that I could be absolultely wrong, so your responses are requested and welcomed. I'm sincere in this and don't want to come across as accusatory or demeaning, even though I will probably sound like it.

    To start, I read and hear again and again from Gen X/Y'ers that Baby Boomers keep insisting that they understand, but they absolutely do not - they don't listen.

    What I hear in this post is the insistence that there is a move afoot from an Episcopal form of governance to what might be closer to some form of egalitarian or "congregationalist" governance seated in the Executive Council. And that the justifications for such a change are being formed by the Baby Boomers in power as if coming out of what they perceive to be going on within the younger generations (notions of "Networked Societies," being an example).

    It also sounds to me too much like the Baby Boomer imperative of opposition to whatever currently is and the inclination to tear it down in order to rebuild it into their own image regardless of the consequences. I think this is a generational inclination that comes near to being an obsession.

    I think that many Baby Boomers assume they understand the inclinations of later Gen X and Y'ers in their Postmodern thinking and being. It seems to me that this is often more about the taking of Gen X/Y, Postmodern sensibilities and trying to find a way to force them into hipper forms of justification for "Age of Aquarius," Modernist sensibilities. Do Baby Boomers really understand? When I hear Gen X/Y'ers who are away from Baby Boomers, they say, "No!."

    I wonder whether for too many Baby Boomers, the idea of taking off the rose colored glasses warn by their generation to honestly understand Postmodernism or the younger generations' sensibilities and way of dealing with the world and one another can occur. I don't know.

    This is an issue, I think, for Baby Boomers. Postmodernism is the way of thinking and understanding for later generations. Baby Boomers may well understand this objectively, but perhaps not subjectively. It is very difficult for anyone to jump out of their fundamental formational model of conceiving (enculturation). So, Baby Boomers make connections between aspects of Postmodernism and their "Age of Aquarius" notions too often wrongly. This may be more than simply the common differences experienced between generations.

    Postmoderns are certainly living into "Networked Societies" and do not respond to authority in the same way as do Moderns, but Baby Boomers in their anti-establishmentarianism and rejection of the strong informing force of times past seem to insist that this means there is justification in the usurpation of power from established norms.

    The problem is that Baby Boomers are now "the Man," and later generations are rebelling in their own way against them and their way of thinking - which includes the strange sense of egalitarianism that results in the pulling down of anything they don't like. How about younger generations actually preferring traditional language, liturgy, music, and architecture?

    The war between the "Conservatives" and the "Progressives" in TEC, as an example, is really a battle between people of a generation. Most Postmoderns I know think it is a lot of ridiculous they way you all are acting that results in the tearing apart of TEC and traditional Anglican sensibilities. That's just what I hear.

    Executive Council may well take upon itself new powers and new authorities not specifically granted to it, but what is described here as a glorious happening is not really a Postmodern reaction, but a very generationally specific Modernist one.

  10. Bob G+... excellent commentary. I too am concerned that not only the baby boomers but all of us get stuck on the wheel on which our particular education / formation /direction was formed and that we spin around and around the same focus, never really addressing anything beyond modernity and the modernists interests.

    The Gen X Y and Z and on and on are no help either, since most of them, like most of us all, are perfectly content most of the time to think that modernity is just fine.

    Mostly I appreciate your concern that BB'ers try to "go with" the Gen.. crowd without knowing much of what actually is going on with them and or the world.

    Your concern that BBs try to identify their oppositional concerns with what they assume in some way are the concern of Gen X,Y peoples so that they co-opt the agenda is unfortunately correct.

    My problem is that I don't think that Gen X, Y folk have any more sense of what happens after modernism than I do. Sometimes, being the ol fart that I am, I think less.

    This post modern business is not for the oppositional, not for the lazy, not for the intellectually faint of heart, and certainly not for the spiritually undeveloped. Post Modernism is not an "ism" in the same sense that say, capitalism or communism is. Nor theologically is it a "school of thought." Rather it begins as a stance that throws open the full range of previously held positions, doctrines, schemes, world views, etc, to the very provisional position as matters posited, rather than axiomatic or "obviously true."

    Well, a beginning point of connection with what you wrote. I think you are on to an analysis that may lead somewhere.

    Thanks for sharing your thoughts.

  11. Mark,
    Ephraim Radner has posted negative comments about this at the Covenant site, focusing esp. on your phrase "what are bishops except ecclesial alternatives to civil administrators in the Roman Empire...." I would appreciate your thoughts about how you see bishops' roles/functioning in incorporated governance.


OK... Comments, gripes, etc welcomed, but with some cautions and one rule:
Cautions: Calling people fools, idiots, etc, will be reason to bounce your comment. Keeping in mind that in the struggles it is difficult enough to try to respect opponents, we should at least try.