KANSAS CITY, Mo. (ABP) — Both sides in the legal dispute between the Missouri Baptist Convention and a breakaway agency faced tough questions at a recent hearing before an appellate panel.
The Nov. 25 argument in the Missouri Court of Appeals for the Western District concerned Windermere Baptist Conference Center, which removed itself from the fundamentalist-controlled convention’s control in 2001. Two members of a three-judge panel suggested that messengers to the 2000 MBC annual meeting did not fully understand the charter under which Windermere would be governed when they approved making the center a separate entity.
The appellate judges also suggested that the convention’s attorney at the time should have added restrictions on Windermere in the original charter if the convention did not want Windermere trustees to have the power to make charter changes.
Western District Chief Judge Thomas Newton, Judge Joseph Dandurand and Judge James Welsh heard the case. A decision likely will not be handed down until after Jan. 1.
The appeal hearing is the latest round in legal action the MBC took against Windermere, the Baptist Home, Missouri Baptist University, Word & Way and the Missouri Baptist Foundation. The suit is an attempt to force the entities to rescind changes they had made in their corporate charters that allowed trustees to appoint their own successors rather than the convention doing so.
The Baptist Home retirement-home system changed its articles of incorporation in 2000 to elect its own trustees. The other four entities took the same action in 2001. The convention filed suit on Aug. 13, 2002.
The latest argument came on an appeal of Cole County Judge Richard Callahan’s ruling that Windermere’s trustees acted legally when they changed the center’s articles of incorporation.
His decision centered on two main aspects of the convention’s contention — corporate membership and a contractual relationship with Windermere. The judge ruled the MBC is not a member of Windermere’s corporation and that no contract exists between the two entities.
In the latest hearing, lead MBC attorney Michael Whitehead centered his appeal argument on membership. He argued that Windermere had granted the convention the right to vote for its trustees. Therefore, he said, the MBC was a statutory member of Windermere’s corporation.
When Judge Dandurand questioned the membership claim, Whitehead acknowledged that Windermere’s charter states that the corporation has no members.
Whitehead suggested that former MBC executive director Jim Hill deliberately included the no-member clause so that trustees could take over control of the conference center. However, Judge Welsh pointed out, the convention itself drafted Windermere’s charter.
Windermere attorney Jim Shoemake argued that messengers to MBC annual meetings are delegates, and that delegates cannot be members under Missouri law. He noted that if a corporation has no members, the directors may amend the corporation’s articles unless the charter specifically requires approval.
Windermere’s purpose clause does not say that the conference center was created for the convention, but for Christian purposes, Shoemake said. That purpose has not changed, despite the convention’s inability to control Windermere’s leaders, he argued.
“But that agreement didn’t work out the way messengers thought it would, did it?” Judge Dandurand countered.
“After all that has taken place, I would say that’s probably true today,” Shoemake responded.
Judge Welsh pointed out the case’s legal complexity. “How do you expect those folks [messengers] to understand?” he asked.
Shoemake responded that the Baptist Home had made the same changes a year before Windermere did, so messengers were already aware of the issue. Nonetheless, during the 2000 MBC annual meeting, they still voted down a motion to delay the final approval of Windermere as a Missouri Baptist agency separate from the MBC Executive Board.
The Nov. 25 hearing marked the second MBC appeal in the seven-year legal action. In 2005, appellate judges sent the initial case back to Cole County after the convention appealed former Cole County Judge Thomas Brown’s March 11 dismissal of the legal action against the university.
Judge Brown ruled the Executive Board and six churches that filed the original lawsuit did not have the legal right to do so, and he applied the ruling to all five institutions. The appeals court overruled the Cole County judge on the Executive Board’s standing, but upheld his decision regarding the six churches.
The MBC filed separate legal action against the conference center in 2006 for selling property as part of a refinancing plan. That case has been suspended pending the outcome of the appeal of the original case.
Judge Callahan suspended legal action involving the other four institutions until after the Windermere appeal process has been completed. He had decided to try each of the five separately.
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— Vicki Brown is a Missouri-based freelance writer.
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