JEFFERSON CITY, Mo. (BP)–Missouri Baptist Convention leaders moved a step closer June 6 to legal action against five MBC entities where trustees have amended their charters, giving themselves sole authority to appoint trustees, thus eliminating Missouri churches from the selection process.
The MBC executive board, in a special called session at the Baptist Building in Jefferson City, voted by voice roll call, 33-9, to accept a recommendation from the executive board’s Legal Opinion Task Force authorizing the panel to be renamed the Legal Task Force and "to act with full corporate powers of the Executive Board, to take all legal steps necessary to restore the five agencies to their former legal relationship with the Missouri Baptist Convention."
"The Legal Task Force shall make reports at regular meetings of the Executive Board, but shall have full authority to work with legal counsel to take any steps deemed necessary to accomplish the mission directed by the Convention, and as may be specifically directed by the Executive Board," according to the approved recommendation.
The Legal Task Force recommendation also states the Executive Board’s willingness to "submit this legal dispute to binding arbitration before Christian persons mutually agreed upon by the parties."
The Executive Board action comes after it secured legal opinions from three leading Missouri law firms in April, which were unanimous in finding that the trustees of the five entities — Windermere Conference Center, the Missouri Baptist Foundation, the Word & Way newsjournal, The Baptist Home and Missouri Baptist College — acted illegally in amending their charters to become self-perpetuating.
"Individual trustees and agency officials may have personal liability for actual and punitive damages," a legal summary of the three opinions stated. "Legal theories could include breach of fiduciary duty, breach of contract, misrepresentation, civil conspiracy, misappropriation or conversion of assets.
"The filing of the unauthorized amendments with the Secretary of State was unlawful," the summary noted. "The amendments contained false statements that no member or third party approval was required. Filing false records is a Class A misdemeanor."
All three legal opinions — arrived at independently — concluded, as the legal summary put it, "MBC officials have the legal capacity or ‘standing’ to seek legal remedies for the wrongful actions listed."
The five agencies are said to have a combined worth of nearly $100 million.
"I am very pleased with the June 6 recommendation from the Legal Task Force," said MBC President Bob Curtis, pastor of Ballwin Baptist Church, Ballwin. "I feel like we now have two tracks going. We have a track that keeps the door open for dialogue between the agency leadership and convention leadership while the other track allows us to seek to fulfill the mandated responsibility entrusted to us by the convention," he said, referring to a motion overwhelmingly adopted by MBC messengers on Oct. 31, 2001, to hire an attorney for legal advice. The motion instructed the executive board to hire legal counsel to secure a legal opinion, "and if the legal opinion indicates their actions were improper … to take any and all steps necessary to restore the five entities to their former relationship with the Missouri Baptist Convention."
"Our desire," Curtis said, "remains full reconciliation and restoration, and we have done nothing to alter our desire for that to occur."
David Tolliver, Legal Task Force member, MBC recording secretary and pastor of Pisgah Baptist Church, Excelsior Springs, said the Executive Board’s action "frees us to work toward biblical reconciliation while giving us the authority to file a lawsuit."
"My personal position is we should not sue these entities directly, but we are now authorized to do that if there is no other option and the majority of the Legal Task Force chooses to do so."
The Executive Board recommendation also authorized the addition of three people to the Legal Task Force, bringing the number of members to eight. The trio selected includes the MBC’s three highest ranking elected officers: Curtis; Kenny Qualls, first vice president and pastor of Springhill Baptist Church, Springfield; and Pam Mason of St. Joseph, second vice president.
"We wanted to reassure the convention and executive board that we believe there is strength in a multitude of counselors," Curtis said, in explaining the board’s rationale for adding more members to the Legal Task Force.
Tolliver noted with the three new members the task force now has four who were directly elected by MBC messengers.
"We were not nominated by a committee or elected on a slate. I think it gives the task force a little more moral authority, if nothing else," Tolliver said.
In addition to the recommendation, the executive board released a letter addressed to the five entity presidents and board chairmen. The letter, requesting a meeting with the presidents and board chairmen of the five entities, will be sent to the approximately 2,000 Southern Baptist churches in the state.
"The Executive Board has empowered the Task Force to fulfill the mandate of the Missouri Baptist Convention to restore the relationship between the agencies and the Convention," according to the letter signed by Curtis and Gary Taylor, chairman of the Legal Task Force and pastor of First Baptist Church, O’Fallon. "We remain committed to this task in a way that would bring honor and glory to God and His kingdom.
"One such way is the enclosed Binding Christian Arbitration Agreement. This Christ-like, biblically centered process can bring the kind of reconciliation and restoration that we all have been praying for and desire. Please consider this correspondence to be our formal invitation to you to enter into binding Christian arbitration."
The letter asks the presidents and board chairmen to respond by June 21.
"We are releasing this letter to Missouri Baptists on Monday, June 10, 2002, in order that they may join us in prayer regarding this process."
MBC representatives at the meetings would include Curtis, Taylor and members of the Legal Task Force. Curtis and Taylor met with the presidents of the five entities May 28. The meeting was described as "cordial," but it produced no change in the standoff.
Accompanying the letter was a six-point binding Christian arbitration agreement for the presidents and board chairmen of the five agencies to sign:
— Both sides will agree on one or more arbitrators who will be nominated by the administrator of the arbitration process.
— Mediation will be attempted. If it fails, the arbitrators could issue an advisory opinion. If no settlement is reached, both sides proceed to legally binding arbitration.
— All parties agree to abide by and perform any decision rendered in binding arbitration, and such a decision may be entered as a judgment of a court of competent jurisdiction. Both sides also agree that arbitration, once completed, will be the exclusive remedy for the dispute and there will be no litigation except to enforce the arbitration award.
— Both sides acknowledge that neither the administrator nor any arbitrators, including those who happen to be attorneys, will provide either side with the kind of legal advice or representation either would receive from a privately retained attorney. In addition, no arbitrator will be expected to provide either side with the kind of advice or services that could be received from an independent professional.
— Everyone agrees that communications between parties and the arbitrators prior to the decision of the arbitrator shall be subject to the normal rules regarding settlement discussions under Missouri law.
The final point states, "The undersigned persons are authorized by the governing board or committee of their respective corporations to enter this agreement." Below that statement is a line for each president and board chairmen of the five entities to sign, agreeing to binding Christian arbitration.
Missouri convention leaders regard the breakaway trustees as basically having stolen the five entities from the state’s Baptists. They believe the trustees did so only after it became clear that a string of four consecutive wins by conservative candidates for president would soon mean conservative majorities on their boards.
The trustees have offered a variety of reasons for becoming self-perpetuating, including protecting the five entities from convention politics, the growing number of conservatives on boards and liability issues.
Messengers to the MBC’s annual meeting in October overwhelmingly voted to escrow $2.1 million earmarked for the five entities. Conservative leaders point out that the MBC Constitution, Bylaws and Business and Financial Plan prohibit the MBC from providing funds to agencies in which it does not elect the trustees.
Attorneys for the trustees have threatened MBC officials with legal action on two occasions. The first came when MBC-elected trustees were told they could be arrested for criminal trespassing if they attempted to take their seats during a Baptist Home trustee meeting earlier this year. The second came when attorneys suggested they might initiate legal action if the MBC did not release the $2.1 million in escrowed funds.
Taylor called the threat of legal action over the funds "ludicrous." The funds remain in escrow.
Meanwhile, boards at four other Missouri Baptist entities — The Missouri Baptist Children’s Home, Christian Life Commission, Southwest Baptist University and Hannibal LaGrange College — remain connected to the MBC.
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