Lawyer: sole membership would have made difference in Mo.
NASHVILLE, Tenn. (BP)--The adoption of “sole membership” legal language likely would have prevented five breakaway entities from declaring their independence from the Missouri Baptist Convention, the lead attorney for the convention says.
In an e-mail interview, Mike Whitehead told Baptist Press that placing the words “sole member” in the entities’ charters would have drastically changed the legal landscape. Last year a state judge ruled that the convention is not the sole member of one of the entities, Missouri Baptist College. If that ruling stands, the college would be able to continue electing its own trustees and its independence would be affirmed.
Convention attorneys believe the convention is the sole member of all five entities, although Whitehead says specific language in the charters would have clarified the legal issues.
“If the words ‘sole member’ had been properly placed in the corporate charters, I think the risk of an agency trying to leave would have been close to zero,” Whitehead said. “If an agency had tried to leave in spite of proper sole member language, I think the ease of stopping the breakaway would be very high, and the costs very low.”
Sole membership has been a topic of discussion throughout Baptist life this year. In February, Southern Baptist Convention Executive Committee members asked trustees of New Orleans Baptist Theological Seminary to make the SBC the sole member of the seminary. New Orleans is the only Southern Baptist entity that has not adopted sole membership language.
New Orleans Seminary President Chuck Kelley says the seminary is committed to the convention but he believes sole membership violates Baptist polity and is incompatible with Louisiana law. SBC lawyers disagree on both points. Kelley also says that if SBC messengers ask seminary trustees to adopt sole membership, they will. That could happen this summer at the SBC annual meeting in Indianapolis.
Whitehead says that sole membership would have made a difference in Missouri.
In 2000 and 2001 Missouri Baptist College and four other entities -- the Word & Way newsjournal, Windermere Baptist Conference Center, Missouri Baptist Foundation and The Baptist Home -- altered their charters, setting the stage for the institutions to select their own trustees, thus removing themselves from MBC ownership.
“Sole member language in the five charters might have totally avoided the dispute about the [Missouri Baptist] Convention’s statutory rights as member,” Whitehead said. “There would be no question then that a corporate member would have clear standing to complain about charter amendments.”
Legal costs have exceeded $1 million, Whitehead said.
“We believe that hundreds, if not thousands, of hours of attorney time have been consumed because the defendant agencies have denied that MBC has statutory rights as a member of these corporations,” he said. “A clear, simple statement of ‘sole member’ status would have been much, much harder for the defendants to confuse. We might have solved the legal standing issue in days instead of months.”
Whitehead is optimistic that the Missouri Baptist Convention eventually will prevail and warns other state conventions, as well as the Southern Baptist Convention, about the risks of not adopting sole membership language.
“MBC should ultimately prevail in spite of lack of the sole member words, because we had the ‘sole member’ concepts in place,” he said. “However, the risks and costs of this litigation today are tied very directly to the lack of sole member language in these charters. In the future, careful conventions will not permit this confusion to continue, but will insist on clear ‘sole member’ rights for the denominational corporation.”