Judge drops conspiracy allegations, weighs arguments on membership - Word&Way

Judge drops conspiracy allegations, weighs arguments on membership

By Vicki Brown
Word&Way Correspondent

JEFFERSON CITY — Cole County Circuit Court Judge Richard Callahan dismissed conspiracy allegations against five entities on Aug. 17.

He also heard arguments regarding the Missouri Baptist Convention’s claim to be the sole member of the corporate boards of Word&Way, the Mis­souri Baptist Foundation, Win­der­mere Baptist Conference Center and The Baptist Home. Judge Callahan had not issued a ruling on the matter as of press time.

In 2000 and 2001, the institutions individually changed their charters to allow their boards to elect their own trustees. Prior to the change, messengers to MBC annual meetings elected trustees. The convention filed suit against the five on Aug. 13, 2002, to regain control.

The convention’s original lawsuit did not include a specific conspiracy count against the five defendants, although it hinted at it. The count and conspiracy references were formally included in the MBC’s third amended legal action on March 30, 2006.

On June 27 that year, Judge Thomas Brown dismissed the claim. However, MBC attorneys included it again in its fourth amended petition. Judge Brown ordered the allegation to be stricken. Convention attorneys left the count in when they filed a fifth amended petition on Sept. 28, 2006.

Since that filing, MBC lawyers acknowledged that the conspiracy claim had been dismissed by filing a motion on Oct. 30, 2006, to strike the count and other references to conspiracy from the lawsuit.

 Judge Callahan’s Aug. 17 order affirmed a stipulation convention attorneys filed on Aug. 3 in which the MBC stated that it recognizes the court has ruled that the convention is not a member of the MBU corporation, that the conspiracy claim has been dismissed and that claims against the Missouri Secretary of State also have been dismissed.

Convention attorneys noted at an Aug. 3 hearing that the conspiracy claim was included in the fifth amended petition so that the convention’s right to appeal the dismissals would remain intact.

Membership claim determines rights

At press time, Judge Callahan continued to weigh arguments regarding the MBC’s relationship to the five entities.

At the Aug. 17 hearing, MBC attorney Stan Masters argued that the Missouri Legislature defines a corporate member as one that has the right to elect trustees. Corporations are required by law to state whether or not the corporation will have members.

Although the five entities declared their corporations have no members, the Legislature’s definition supersedes that decision, Masters said.

The attorney argued that messengers to MBC annual meetings vote on a slate of trustees presented by the convention’s nominating committee. However, he said, that vote doesn’t actually elect the trustees.

“The messengers guide the convention, and the convention casts the vote for the directors,” Masters said.

Masters argued that the messengers’ vote “directs the convention” and that then “convention officers report to the entities.”

Attorney Eric Walter, representing Windermere, The Home and Word&Way, pointed out that there is no record of a separate vote cast by the MBC after messengers vote. He argued that the MBC, through its messengers, was given the right to vote as a third party, not as a corporate member.

He argued that messengers act as delegates, not as corporate members. “We don’t know who they are until they come to the convention, and we don’t know how long they are delegates,” he said.

Although Judge Callahan did not issue a ruling on Aug. 17, he said it appears that messengers may be delegates to the convention but not to the entities.

He added that he “very strongly” leaned toward thinking the MBC is not a member of the entity corporations because the MBC did not cast a vote at the institutions’ board meetings and that at least two people are needed to have an election, something that could not happen if a corporation had only one member.

According to Foundation at­tor­ney Larry Tucker, corporate members would have vested rights and certain powers. “Plain­tiffs contend they have a perpetual contract. As a member, the MBC could claim special status. That’s why the membership issue is so important,” Tucker explained.