MBC attorneys: Entities had legal right to change charters - Word&Way

MBC attorneys: Entities had legal right to change charters

By Vicki Brown

Word&Way Correspondent

The Missouri Baptist Convention’s Executive Board has abandoned its contention that trustees of five institutions acted illegally when they changed their charters to elect their own board members.

Convention lawyers agreed at a July 18 hearing that agency trustees have the power to act for their individual corporations. But those actions cannot abrogate the convention’s rights.

The hearing was the latest round in legal action the MBC brought against Windermere Baptist Conference Center, The Baptist Home, Missouri Baptist University, the Missouri Baptist Founda­tion and Word&Way in August 2002.

“We want to get our rights back or get our stuff back that we gave,” MBC attorney Charles Hatfield told Cole County Circuit Court Judge Richard Callahan.

Hatfield argued that the MBC gave the entities money and property as “gifts” in exchange for certain rights, including the right to elect trustees. “This is not a ‘power-to-act’ case,” he said.

Instead, the convention now contends the entities breached a contract. Hatfield compared the MBC’s stand to a donor who gives a charity a gift with certain conditions attached. If the charity fails to honor those conditions, the contributor can demand his gift be returned. Or take the charity to court to get it.

Entity attorneys argued that the MBC does not have standing to bring the lawsuit since it is not a member of the individual corporations.

Jim Shoemake, attorney for Word&­Way, Windermere and The Home, argued that corporate directors have the power to change articles and “take away rights” under Missouri law. “This is a case of a challenge to power,” he said.

Although Judge Callahan acknowledged that he agrees with entity attorneys on the membership issue, he said he leans toward the view that a contract could limit directors’ abilities. However, “[t]he contract has to be pretty clear,” he said.

The judge will meet with attorneys at 1 p.m. Aug. 3 to issue a formal order on the July 18 hearing.

The first jury trial in the case, with Windermere as defendant, is set for Oct. 15-19, with jury selection on Oct. 12.

In 2000 and 2001, trustees for each of the five entities approved changes to their respective charters. Prior to those changes, messengers to the state’s annual meetings elected board members for each. The convention took legal action against the five to bring them back under MBC control.