A judge ruled Tuesday that the Missouri Baptist Convention didn’t include enough protections when it incorporated Windermere Baptist Conference Center as a separate non-profit entity in 2000 to prevent Windermere from amending its articles of incorporation to eliminate the convention’s right to elect the center’s trustees.
Circuit Judge Richard G. Callahan said Missouri law provides two ways for a “parent” non-profit entity to guarantee its right to elect trustees is not taken away without its consent, but binding legal documents approved by the convention contained neither.
One method is to provide in the articles of incorporation that the subject board has “members.” Windermere’s articles stipulate that it does not. The other is to include specific language that the articles cannot be amended without the parent body’s permission, which is also lacking in Windermere’s articles.
Callahan said the court did not have authority to impose conditions that weren’t part of the original agreement.
The convention argued that a “covenant agreement” with Windermere is contained in the convention’s governing documents. Judge Callahan ruled that those documents can be changed unilaterally without Windermere’s approval, and under Missouri law a valid contract must include consideration for both parties.
Convention officials said they would appeal the ruling. “We are deeply disappointed that a jury did not get to hear the evidence,” MBC legal counsel Michael Whitehead said in the convention newspaper, “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.”
Windermere President/CEO Dan Bench said, “We look forward to putting this unhappy event behind us and to have all the Baptist of Missouri rejoicing and serving together.”
Windermere was one of five agencies sued by the convention in 2002 for moving to self-perpetuating boards of trustees.
Former Judge Thomas Brown dismissed the case in March of 2004, finding the MBC lacked legal standing to bring the case, but the Missouri Court of Appeals reversed that decision in May 2005, sending the case back to the circuit court.
Last year the claims were separated, and Windermere was chosen as the first to go to trial.
Bob Allen is managing editor of EthicsDaily.com.