KANSAS CITY, Mo. (ABP) — Windermere Baptist Conference Center acted within its legal rights when it changed its articles of incorporation, a Missouri appellate court ruled Feb. 3.
A Missouri Court of Appeals, Western District, three-judge panel unanimously upheld a lower court's March 4, 2008, ruling in a nearly seven-year legal battle the Missouri Baptist Convention filed against five formerly affiliated agencies.
The Nov. 25 appeal hearing was the latest round in legal action the MBC took against Windermere, The Baptist Home, Missouri Baptist University, Word & Way and the Missouri Baptist Foundation in an effort to force the entities to rescind changes they had made in their corporate charters.
The Baptist Home, a Christian retirement community, changed its articles of incorporation in 2000 to elect its own trustees. The other four took similar action in 2001. The convention filed suit challenging the changes on Aug. 13, 2002.
In an opinion filed Feb. 3, the appellate court upheld a lower-court ruling that the state convention is not a member of Windermere's corporation and no contract exists between the two organizations. State law requires that non-profit organizations state whether the corporation will have members, the justices said, and Windermere's articles of incorporation state clearly that it does not.
The panel rejected the Missouri Baptist Convention's contention that previously granting the group authority to elect trustees gave it de-facto member status, saying convention messengers should have been aware of the no-member clause when they ratified Windermere's articles of incorporation and authorized the transfer of the camp's assets and liabilities in 2000.
The state convention filed separate action in 2006 to stop Windermere from selling any of its property pending resolution of the ownership dispute. A hearing in that case is scheduled Feb. 10.
"We are pleased with the unanimous opinion," said Jim Shoemake, Windermere's lead attorney. "The opinion clearly shows that Windermere was correct and justified in its actions, and, hopefully, this will greatly benefit Windermere in furthering its Christian endeavors."
"We hope Missouri Baptists will now be able to put this sad conflict behind us," Windermere chief executive officer Dan Bench said in a statement. "We pray no additional money, energy or time will be wasted by further litigation efforts."
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The MBC has 15 days in which to file a motion for the Court of Appeals to rehear the case. The convention also may ask the Missouri Supreme Court to review the appellate decision.
The convention's case against the other four entities has been on hold pending the outcome of the appeal in the Windermere case. No dates have yet been set for those hearings.
–Vicki Brown is a correspondent for Word&Way.
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