BOLIVAR – The Missouri Baptist Convention (MBC) was named as a defendant along with Southwest Baptist University (SBU) in a lawsuit that was filed on Aug. 25 in Polk County, Mo., Circuit Court, in a pending case involving court approval of SBU’s amended articles of incorporation.
Suing MBC and SBC directly as defendants is the latest tactic by critics who have been trying to block the approval process for the past six months by filing motions to intervene in a routine application process that asked the local circuit judge to sign a pro forma decree of approval. The normal process takes about three days and is similar to filing amended articles of incorporation with the Secretary of State. But the critics oppose the new governing documents that use the phrase “sole member” to describe MBC’s relationship to the SBU corporation. The identical phrase is used in all entity governing documents in the MBC and in Southern Baptist Convention (SBC).
After months of internal debate, the SBU Board of Trustees finally approved the amended articles at their fall meeting in 2020. Just before that meeting, an attorney in St. Louis with ties to SBU critics sent a complaint letter to the Higher Learning Commission, a regional accreditor for SBU, making allegations against MBC leaders and some SBU trustees. The attorney filed the complaint letter as a 1987 alum of SBU, not on behalf of any client, hoping HLC would pressure SBU to rescind the sole member articles. The SBU board approved the amended articles in spite of the HLC complaint, viewing it as orchestrated by internal factions who opposed the MBC and its conservative theology, and who did not want accountability to MBC sole membership.
“Membership” is a legal phrase in non-profit law that describes a person or entity that has the right to elect trustees of another corporation, to approve amendments to governing documents, and other rights to vote as defined in the law. “Sole member” means there is just one person or entity with member rights. The SBU charter has, for many years, given MBC the right to elect its trustees, and to approve charter changes. MBC lawyers say the modern legal phrase is like a “basket containing the several rights to vote on particular issues.” Approving the term simply put the several rights the MBC already had, into the basket. It did not, and was not intended to, change the legal or structural relationship between MBC and SBU in any significant way. But it put all the entities of the MBC on an equal footing, using common language and terms in their governing documents.
MBC general counsel Michael Whitehead said he could not comment on the lawsuit against MBC until after MBC is formally served with a copy and he has a chance to review it. He said the trial judge must grant leave to the opponents before they can sue MBC in this case. The trial judge had set a hearing date for the various motions on Sept. 1, at 1 pm.
Meanwhile, on Friday, Aug. 27, SBU’s attorney filed in court a “voluntary dismissal” seeking to stop the approval process for now. A statement released by SBU on Aug. 27 said: “Not moving forward with the proceeding to amend the Articles at this time gives us the opportunity to ensure that the Articles and the adoption process are in alignment with Higher Learning Commission policies. This move does not change SBU’s mission as a conservative Christian institution. We continue to communicate with the Missouri Baptist Convention Executive Board throughout this process, and we are thankful for their support.” The statement also reported on turnover in some board and committee offices during the meeting to discuss whether to dismiss the legal proceeding to finalize the amendments.
The SBU dismissal was “without prejudice” which means the same or similar application could be filed again in the future. It is unclear whether the critics’ attorneys will agree to suspend their new lawsuits just because SBU has suspended its application process. Judge Lisa Henderson has not yet removed the Sept. 1 hearing date from her docket. The Pathway will monitor the Court’s docket this week for any rulings by the court or other new developments.