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Foundation moves for amendment to or stay of Cole County ruling Print E-mail
Wednesday, January 12, 2011

JEFFERSON CITY -- The Missouri Baptist Foundation is seeking an amendment to a recent Cole County judge's order or a stay on the ruling's effects to give the institution time to appeal the decision.

The Missouri Baptist Convention won its legal action against the Missouri Baptist Foundation in Cole County after nearly nine years of litigation. Outgoing Cole County Circuit Court Judge Paul Wilson ruled on Dec. 31 that the Foundation did not have the right to file amendments it made to its charter in October 2001 without MBC approval.

In its motion filed with the court on Jan. 6, the Foundation argued that Judge Wilson could not declare his ruling as final because it does not settle all issues in the case. His order also does not allow enough time for the MBF to file an appeal before it must comply with the order's injunctions.

The Foundation's motion notes the judge's order did not determine the amount in attorney's fees the MBF would be required to pay, nor did it settle whether alleged agreements with Foundation management staff could be enforced. Because the order does not address those issues, the Foundation contends, the ruling cannot be appealed yet.

Judge Wilson's order requires the Foundation to return to its 1994 charter and articles of incorporation, and trustees not elected under its provisions must give up their seats. The MBF was given only 30 days in which to notify the Cole County court and the Secretary of State's office to void its 2001 amendments and to dismiss its board.

The Foundation points out in its motion that the Dec. 31 order does not grant it enough time to seek a new trial or to appeal Judge Wilson's decision.

On Oct. 9, 2001, the Foundation filed amendments to its 1994 charter as a not-for-profit corporation under one Missouri statute. But the entity retained wording that continued to give the MBC the right to elect the Foundation's trustees and to approve any changes or amendments to its articles of incorporation.

The next day, the Foundation filed additional amendments to its articles but filed under a different not-for-profit statute. The second filing excluded the MBC provisions.

The Foundation did not seek convention approval for any of the changes. The convention filed legal action on Aug. 13, 2002, to regain the rights outlined in the 1994 charter.

According to the judge's order, the Foundation granted the convention the right to elect trustees and to approve changes when it updated its original 1946 charter in 1957. The Foundation retained those rights when its charter was amended in 1989 and in a 1994 revision. Judge Wilson's order voids the Foundation's 2001 amendments.

The judge stopped short of voiding all the Foundation's actions since 2001 "because of the havoc it would create."

Judge Wilson was appointed to the Cole County bench to replace Judge Richard Callahan who was named to a federal post. Judge Wilson lost his election bid in November to Judge Dan Green, who has been assigned the case.

The MBC's 2002 legal action included five formerly affiliated entities -- The Baptist Home, Windermere Baptist Conference Center, Missouri Baptist University, Word&Way and the Foundation. The Home changed its charter to elect its own trustees in 2000, with the others following in 2001.

Windermere won in the Cole County action on March 4, 2008, with the ruling upheld by the Missouri Court of Appeals on Feb. 18, 2009. A second lawsuit the convention filed against Windermere in Camden County is ongoing.

The MBC voluntarily dropped its case against Word&Way on April 23 last year. Legal action against the university and The Home is still pending.

 
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