Conference center ordered to stop selling land, incurring debt
June 6, 2006
JEFFERSON CITY, Mo. (BP) – A Missouri judge issued an injunction against Windermere Baptist Conference Center after a June 1 hearing to prohibit the breakaway Missouri Baptist Convention entity from selling more of its land, incurring additional debt or cutting more trees without court approval.
After hearing a morning of documentary evidence and testimony by two Windermere witnesses about recent transactions affecting Windermere real estate, Cole County Circuit Court Judge Thomas Brown III issued the preliminary injunction against Windermere trustees, agents and attorneys.
As he has done at recent hearings, Brown again expressed his disapproval of the Windermere transactions and kept open the option of rescinding the trustee transactions and restoring Windermere to convention control free and clear of the unauthorized debt.
Responding to testimony by a Windermere employee and a board member that they believed the transactions had been in the best interests of Windermere, Brown said he was inclined to answer, "So what? The actions were taken without approval of this court."
The judge expressed frustration that, because Windermere did not seek advance approval of the court before incurring certain debt and selling certain land, "the cat’s already out of the bag" and injunctive relief could only prohibit future transactions.
"The judge cannot rescind these prior transactions at this point because injunctions can only limit future transactions," said Michael Whitehead, lead counsel for the Missouri convention. "Undoing past transactions must come later, but it will come."
Whitehead noted that the rule under which Brown acted requires the court to make several advance findings before entering an injunction including: that the Missouri convention faces irreparable harm unless the status quo is maintained and that the convention has a reasonable probability of success on the merits of this action.
"This could be the most important ruling to date in favor of the convention," Whitehead said. "It signals that the judge believes the convention will probably succeed on the legal merits of its case against the breakaway board."
Whitehead said the court has directed that certain legal motions be filed during the week of June 12, which may be set for hearing in July. Those hearings will address the key legal issue of whether the corporate charters of Windermere and four other breakaway entities give the Missouri convention the right to elect trustees and are legally enforceable by the MBC.
The other breakaway entities are the Baptist Foundation, the Baptist Home retirement facility, Missouri Baptist College and the Word & Way newsjournal.
Judge Brown also ordered all tree cutting to stop on Windermere property. Timber harvesting was commenced in 2005 to generate cash and continued in early 2006. The judge ordered Windermere to give notice to its logging contractors to stop cutting and removing trees until further order of the court.
After testimony that Windermere had issued "mortgage bonds" as part of a refinancing plan, the court did not enjoin the sale of the bonds, which reportedly is being handled by California Plan of Church Finance, a church bond sales arm of the California Baptist Foundation. Chester Reid, president of the bond selling agency, is scheduled to give his deposition on June 6 in Jefferson City.
At the June 1 hearing, Windermere attorneys put on the witness stand two men recently affiliated with the breakaway board. Dan Bench, acting chief executive officer of Windermere, and Robert Plunk, a trustee since 2004, both testified under questioning by their attorneys, Jim Shoemake and Kurt Odenwald. Plunk is a retired insurance executive from West Des Moines, Iowa, now residing in the Kansas City suburb of Liberty and is a member of Pleasant Valley Baptist Church. His pastor, Vernon Armitage, is a former Windermere trustee.
Both men testified about the financial difficulties Windermere faced and voiced the opinion that the refinancing plans by the board had been in the best interest of the corporation and had put it in its best condition financially.
MBC attorney Chuck Hatfield cross-examined Plunk.
"When you joined the board of trustees, how many acres did Windermere own?"
"1,300 acres," Plunk answered.
“How many acres does Windermere own today?”
"About 340 acres," Plunk answered.
Plunk testified that a Windermere master plan included plans for residences and for a retirement home on the 941 acres formerly owned by Windermere, now owned by a company connected to William Jester, Jerald Hill and Hill’s brother, Jim, former MBC executive director.
Plunk said Windermere trustees were still cooperating on these plans with Jester and that Windermere’s water treatment plant and other infrastructure would benefit Jester’s development and vice versa. He said there had even been discussions that residents moving to Windermere could provide a pool of potential workers to staff a retirement home operation, providing a "synergistic relationship" between the organizations.
Also attending the hearing but not called to the stand was trustee Rosemary Hoover, a member of First Baptist Church in Raytown.