Mo. Baptists to appeal Windermere ruling

JEFFERSON CITY, Mo. (BP)--A Missouri judge has handed down a summary judgment in favor of Windermere Baptist Conference Center in a legal battle over who has the right to elect that organization's trustees. Missouri Baptist Convention officials immediately announced they would appeal Circuit Court Judge Richard G. Callahan's March 4 ruling, which bypassed a planned jury trial, to the Missouri Court of Appeals in Kansas City.

The case stems from a move by Windermere trustees in 2000 to amend the conference center's charter to allow them to elect their own successors, rather than continue the historical pattern of trustees being elected by messengers to the Missouri Baptist Convention annual meeting.

Four other Missouri Baptist Convention entities -- the Baptist Home retirement center, the Word & Way newsjournal, the Baptist Foundation and Missouri Baptist College -- also took control of their own trustee elections at a time when a conservative movement in the state was about to gain control of Missouri Baptist Convention entities.

The Missouri Baptist Convention's attorney, Michael Whitehead, said MBC leaders were disappointed that a jury did not have an opportunity to hear testimony that former MBC Executive Director Jim Hill intentionally withheld key information about Windermere's charter from the convention's executive board.

"We are deeply disappointed that a jury did not get to hear the evidence," Whitehead said, "but we also are glad to be headed back to the court of appeals, where we've successfully countered similar arguments before. We're confident in our case on appeal."

Callahan's 43-page decision held that a trial was unnecessary because the motions "set forth uncontroverted facts sufficient to enter summary judgment on enough legal issues to dispose of every claim between plaintiffs and Windermere."

In the first section of his opinion, Callahan held that Windermere's charter, giving the Missouri Baptist Convention the right to elect trustees, did not make MBC a "statutory member" under the nonprofit code. As a result, the Missouri convention was not entitled to protections accorded to members, such as the right to approve charter changes.

Next, Callahan noted that the original Windermere charter could have expressly provided "that Windermere's articles could not be amended without the consent of the MBC; however, MBC again failed to include any such provision ...." The judge concluded: "In the absence of the above two limitations which MBC chose not to include in Windermere's articles at the time of incorporation, the Windermere board of trustees had broad authority to amend its articles.... For whatever reasons, MBC's 2000 executive board and messengers did not avail themselves of those protections in 2000. This court cannot re-write history."

Missouri Baptist Convention lawyers had disputed the claim that the convention "chose not to include" the convention approval clause. Whitehead said the evidence was that former MBC Executive Director Jim Hill admitted he intentionally left out the clause but did not point out the omission to the executive board or the convention.

"Most MBC messengers in 2000 had no idea this clause was important, or that it was being left out by Dr. Hill," Whitehead said. "We wanted a jury to hear Dr. Hill's testimony and let them decide.

"Judge Callahan described Windermere's breakaway as showing 'a seemingly ungrateful spirit,'" Whitehead observed, "but blamed the MBC executive board, former executive director and messengers for not using stronger language in 2000 in the Windermere charter.

"Admittedly, Hill watered down the charter language, but the MBC's actions were still legally sufficient to give Missouri Baptists recourse from this flimflam," he said.

In the fall of 2007, Callahan set the Windermere case for trial on Feb. 1, 2008. However, on Jan. 18, the judge informed attorneys he was canceling the trial because he expected to dispose of the case on summary judgment. The judge invited attorneys for both parties to submit proposed judgments. Callahan's March 4 decision essentially adopted the Windermere draft language, rejecting the convention's argument that the Windermere charter was a legal contract and that the right to elect trustees gave MBC certain rights.

While waiting for the ruling, Missouri Baptist Convention attorneys conferred with members of the MBC's legal task force to consider the options available after Callahan's order. Chairman Randy Comer, pastor of Highview Baptist Church in Chillicothe, confirmed that the task force agreed to appeal in case of an unfavorable judgment.

"We have assumed from the beginning that the technical legal arguments raised by defendants in this case would be decided ultimately in the appeals courts," said David Tolliver, interim executive director of the Missouri Baptist Convention. "No question, we would rather be defending a favorable ruling on appeal than seeking reversal of an unfavorable ruling. But there is also no question that this is the fastest, most efficient way to get to the court of appeals for a final resolution.

"I wholeheartedly disagree with the judge's verdict," Tolliver added. "Missouri Baptists purchased Windermere, funded Windermere and built Windermere and now it has been taken from us. We are profoundly disappointed in this decision."

The ruling does not directly affect the other four corporations that also broke away. MBC leaders expect further proceedings in those trials to be stayed while the Windermere case is being appealed. A stay also may be requested in a separate case in Camden County against Windermere over the sale of 941 acres of undeveloped land to a developer who had a business relationship with Jim Hill.

A timetable for the appeal is not yet known, but Whitehead said he expected a notice of appeal to be filed soon, with a briefing schedule to follow soon after.


Reported by The Pathway, newsjournal of the Missouri Baptist Convention.

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