JEFFERSON CITY – “Back to the Future” could have been the theme for a historic meeting on Sep. 28 of a new board of trustees for the Missouri Baptist Foundation (MBF). It was held at the Baptist Building here.
For the first time since 2001, 12 trustees elected by the Missouri Baptist Convention (MBC) were back in the boardroom of the foundation that was established in 1946. New Board Chairman Floyd Gilzow, a layman from Concord Baptist Church here, called the meeting to order by thanking God that the Foundation was, at long last, “finally back home” in its partnership with the MBC. “Amens” were heard around the room.
But the focus of the four-hour long-first meeting of the new board was the future, not the past. MBC Executive Director John Yeats led in an opening prayer. He thanked God for bringing the Foundation “back home” and for what God may do with restored unity among 600,000-plus Missouri Southern Baptists. He prayed that Missouri Baptists will continue to work together through MBF to save and invest for the future and that God may save and bless others through future ministries.
The meeting came just eight days after a decree of the Missouri Supreme Court restored governance to the MBC-elected board, and removed the breakaway board. When the Foundation and four other entities broke away in 2001 and refused the convention’s overtures for Christian conciliation or arbitration, the convention filed for a “declaratory judgment” in the Circuit Court of Cole County. It took over a decade for a trial judge to declare that the breakaway was unlawful and then it took years of appeals by Foundation lawyers until the Missouri Supreme Court brought finality by its order on Sep. 20.
Stephen Mathis, interim president, presented a financial report and answered questions in both a morning and afternoon session. He reported assets under management of about $115 million as of June 30, and that administrative costs were well within budget. The Foundation has been without a permanent head since the June 2015 resignation of its president. Following the meeting, Gilzow and MBC General Legal Counsel Michael Whitehead met with the eight-member MBF staff in their offices on the fifth floor to brief them on the meeting and assure them of the board’s desire to see the Foundation and its clients flourish in the days ahead.
The trustees took several actions to begin an orderly transition of governance. Among the actions:
• Announced a 90-day review period, until Dec. 31, during which all staff should continue to do their current jobs while the board collects and reviews information and formulates a future staffing plan.
• Agreed to invite Robert Kellogg, president of the Baptist Foundation of Oklahoma to provide consulting services to the Board and staff, both reviewing past financial investment policies and administration polices, and making recommendations for future operations.
• Agreed to request Yeats to serve as a point of contact for the MBF staff and the new board, and to assist in various transition items related to increased cooperation with the MBC. The fact that the MBF offices are in the same building, two floors below Yeats’ office, makes him “ideally suited” to perform this function.
• Approved an engagement letter for an audit of MBF financial statements for the fiscal year ending September 30, 2016. Kellogg, Yeats and Whitehead will participate in and monitor the audit process while a new “audit committee” of the trustees also learns the process.
• Approved the Whitehead Law Firm to continue to serve as outside legal counsel. Whitehead will work with Kellogg in reviewing various documents that may be legally significant, and preparing documents in the future to assist with the transition. In-house attorney John Hardin will also assist with this review during the 90-day review period.
• Authorized Whitehead to draft proposed amendments to the MBF’s 1994 charter to include some changes being proposed by the MBC Governing Documents Task Force at the next two MBC annual meetings. The Board directed that the MBF Charter should clearly state that MBF is a membership corporation and that the MBC is “the sole member” of the Foundation corporation. The proposed amended charter will be circulated among the board trustees prior to Oct. 20, the next meeting date, when a motion is made to recommend the amendment to the Executive Board on Oct. 24, and to the MBC messengers on Oct. 25. After approval by messengers, the MBF legal counsel will obtain circuit court approval of the amendment. “We want to send a strong message,” said board member Allen Calkins of First Baptist Church, Gray Summit, that MBF is tied to MBC as the “sole member.” (An explanation of the kinds of changes that will be recommended for all MBC entities will be presented in a booklet given to messengers at the 2016 annual meeting in St. Charles.)
• Finally, the board authorized notice to Church Mutual Insurance of the new directors, and a review of Church Mutual’s file as part of the transition legal review. Last year, Church Mutual agreed to pay the Executive Board $5 million as a result of the findings against the Foundation.
The new board’s actions marked the beginning of the transition of governance, a process that is expected to take a few months. The former board, chaired by Larry Guess, fully cooperated with the transition and offered to sign whatever legal instruments may be necessary to documents the effective date of the transfer of legal authority to Sept. 20.
In addition to Gilzow and Calkins, board members attending included Michael Dennis, First Baptist Church, Camdenton; Bill Friese, Second Baptist Church, Bowling Green; Larry Shoaf, First Baptist Church, Jackson; James Ogan, First Baptist Church, Shell Knob; Joby Steele, Macedonia Baptist Church, Alton; John Dearing, Excelsior Springs Baptist Church; and John Wheeler, First Baptist Church, O’Fallon. Al Groner, director of missions, Bethel Baptist Association, Hannibal; Rob Hawkins, First Baptist Church, West Plains and Board Secretary Jay Hughes, Second Baptist Church, Springfield, were absent. Also present was MBC President Neil Franks, pastor, First Baptist Church, Branson and Whitehead, who was affirmed as outside legal counsel for the MBF during the meeting. The next meeting of the new MBF board will be Oct. 20, 9:30 a.m., at the Baptist Building.
Two other entities that broke from the MBC in 2001, The Baptist Home and Missouri Baptist College – have consent clauses in their charters that are nearly identical to the MBF charter. The MBC intends to ask the Circuit Court of Cole County to grant a summary judgment to the convention, following the lead of the foundation decision, effectively restoring governance of the two entities to MBC-elected trustees.