MBC Executiver Board formally remove trustees from 5 breakaway agencies
November 4, 2003
JEFFERSON CITY — The Executive Board of the Missouri Baptist Convention announced Oct. 24 that it has formally removed all trustees of the five self-perpetuating agencies and has elected a full slate of replacement trustees, pending approval by the Missouri Baptist Convention at its annual session on Nov. 3-5, in St. Louis.
The board met in executive session on July 15 to discuss two motions: one to remove all breakaway trustees, and one motion to elect replacement trustees, in coordination with the MBC nominating committee.
Minutes of the July 15 Executive Board meeting referred to the executive session motions as Exhibits M and N. Those Exhibits have been withheld as confidential communications by legal counsel. The motions were released publicly Oct. 24 so that they may be included in the minutes to be presented to the convention as part of the Executive Board’s report.
The motion in Exhibit M recites that the convention had elected trustees for the five agencies, and that these trustees voted to become self perpetuating, in violation of the corporate charters. The motion in Exhibit M declares the self-perpetuating vote to be a breach of fiduciary duty to the corporation and to the convention, and calls it an act of “constructive resignation" from the office of trustee. All trustees who voted for self perpetuation or who later affirmed it are deemed to have acted “ultra vires," a legal term which means “outside its powers," or without legal authority.
Some trustees who did not vote for self-perpetuation were either not removed or were elected again by the MBC to continue serving on the MBC-elected slate.
Exhibit N contained the motion to replace the removed trustees with sufficient persons so that each board had a full slate of directors as required by its charter.
The Exhibits released Oct. 24 did not include the lists of specific names that had been a part of each motion. The exhibits noted that these lists were being retained by legal counsel. The nominating committee is expected to submit a full report to the convention of all persons being nominated, including those persons elected as replacements, pending convention approval.