Executive Board v. Windermere Baptist Conference Center, Inc.

430 S.W.3d 274, 2014 WL 1227026, 2014 Mo. App. LEXIS 339
CourtMissouri Court of Appeals
DecidedMarch 25, 2014
DocketNos. SD 32699, SD 32735
StatusPublished
Cited by18 cases

This text of 430 S.W.3d 274 (Executive Board v. Windermere Baptist Conference Center, Inc.) is published on Counsel Stack Legal Research, covering Missouri Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Executive Board v. Windermere Baptist Conference Center, Inc., 430 S.W.3d 274, 2014 WL 1227026, 2014 Mo. App. LEXIS 339 (Mo. Ct. App. 2014).

Opinions

WILLIAM W. FRANCIS, JR., C.J.

This is an appeal by The Executive Board of the Missouri Baptist Convention (“The Executive Board”), from the trial court’s entry of judgments against The Executive Board in favor of Respondents Windermere Baptist Conference Center, Inc. (“WBCC”), James L. Hill (“Hill”); Reliance Trust Company (“RTC”); and National City Bank of the Midwest, Consolidated Mortgage, Inc., and First American Title Missouri Agency, Inc., (collectively the “NCB defendants”). We affirm the judgments of the trial court.

Overview

An overview of this case is necessary and an exercise in complexity due to the long history of this dispute. The history and record of this case is that this is now the fourth time this matter has been presented in some way to an appellate court. In addition, the current matter before this Court includes The Executive Board’s brief containing 18 points and more than 4,000 pages of legal file, including numerous motions for summary judgment. The nature of the issues, the multiple parties, and the wrangling among the parties, made it difficult for this Court to engage in all issues asserted. The “disingenuous” position of The Executive Board, along with their “convoluted and fastidious” distinctions, have made this appeal even more challenging, not to mention the burdens placed upon the trial court. The Executive Bd. of the Missouri Baptist Convention v. Windermere Baptist Conference Center, 280 S.W.3d 678, 687, 689 (Mo.App. W.D. 2009).

In order to fully explain our decision, it is necessary to address the Byzantine journey this case has made through our courts. The three previous opinions are: The Executive Bd. of Missouri Baptist Convention v. Carnahan, 170 S.W.3d 437 (Mo. App. W.D.2005) (Windermere I); The Executive Bd. v. Windermere, 280 S.W.3d at 678 (Windermere II), and Atkins v. Jester, 309 S.W.3d 418 (Mo.App. S.D.2010) (Windermere III). We borrow freely from the facts and opinions contained in Windermere I, II and III, only for purposes of this overview and to establish clear context, without further attribution. Windermere I and II were lawsuits filed in Cole County by The Executive Board in which the Western District ultimately affirmed the circuit court’s dismissal of claims and a grant of summary judgment in favor of WBCC. The case out of which [277]*277this appeal arises was filed in Camden County prior to the Western District’s opinion in Windermere .II. In Windermere III, this Court dismissed that appeal because the judgment was not final. 309 S.W.3d at 422. The matter was remanded, and after the trial court below granted motions for summary judgment in favor of Respondents, this matter is now before this Court once again.

Facts and Procedural History

In light of the extensive nature of this case, and because this case is the culmination of two separate lawsuits, an exhaustive explanation of the factual and procedural history is necessary in understanding the claims now before this Court, and our ultimate holding, in order to clearly understand the context of this case. In reviewing the facts, we have utilized the statements of uncontroverted facts in the record, as well as Winderm-ere I, II and III.

The Executive Board is a Missouri nonprofit corporation which purports to act on behalf of the Missouri Baptist Convention (“MBC”),2 an unincorporated association of representatives (known as “messengers”) from affiliated Southern Baptist churches in the state of Missouri. Prior to 2001, The Executive Board was the titled owner of a conference and recreational facility located on 1,300 acres (“the Property”), which was known as the “Windermere Baptist Conference Center,” and located in Camden County. “[The Property] was titled in the name of [T]he Executive Board of [MBC].” Windermere II, 280 S.W.3d at 684. This Property, and its ownership, is the heart of this lawsuit. The record reflects The Executive Board is attempting to reclaim the Property, and has been trying to do so since Windermere I.

In 1999, MBC and The Executive Board planned to organize some of its ministries and assets into “subsidiary non-profit corporations.” The Executive Board asserted the intent was for oversight and direction of the subsidiary non-profit corporations to remain with The Executive Board and MBC. The plan to organize the ministries and assets was titled the “New Directions Plan.” The Property was part of the New Directions Plan.

At its October 1999 annual meeting, the recommendations in the New Directions Plan were adopted, and MBC messengers voted to authorize the creation of a new Missouri non-profit corporation, WBCC, “to take over the assets and operations of [the Property].” Windermere II, 280 S.W.3d at 684. On July 11, 2000, The Executive Board authorized Hill, the then-Executive Director of The Executive Board,3 to proceed with the necessary steps to implement the incorporation of WBCC and the Property, including working with The Executive Board’s legal counsel, Mark Comley (“Comley”). Thereafter, Hill worked with Comley to prepare and file the articles of incorporation to create WBCC, a Missouri non-profit corporation. “The stated purpose for [WBCC] was to establish and maintain conference and recreational facilities to facilitate Christian renewal and commitment.” Windermere III, 309 S.W.3d at 421.

In drafting the articles of incorporation for WBCC, Comley advised Hill that a clause requiring MBC approval of charter amendments (referred to as an “approval clause”) in the WBCC articles of incorporation was not mandatory for purposes of [278]*278incorporation.4 Comley advised Hill by letter that Missouri law did not require an approval clause, stating: “Article 12 [ (approval clause) ] is not a mandatory article for purposes of incorporating the Conference Center. It is strictly optional.”5 The WBCC articles of incorporation were filed by Comley on August 25, 2000. The WBCC articles did contain a provision requiring MBC election of certain trustees; however, it did not contain an approval clause requiring MBC approval of WBCC charter amendments.

At MBC’s annual meeting on October 31, 2000, The Executive Board presented its “Recommendation No. 3” (the “Recommendation”) for MBC to ratify WBCC’s August 25, 2000 articles of incorporation, which did not contain an approval clause, and authorize the transfer of assets and liabilities from The Executive Board to WBCC, effective January 1, 2001.

The official record of the October 31, 2000 annual meeting indicates 3,074 messengers were in attendance when MBC voted on the Recommendation. The WBCC articles of incorporation were printed in the October 31, 2000 “Tuesday Bulletin [sic]”6 for the “MBC Annual Meeting,” and messengers were provided an opportunity to express their opinions about the Recommendation. See Win-dermere II, 280 S.W.3d at 685. At the meeting, the messengers discussed concerns that if the WBCC articles of incorporation were ratified, the WBCC board might be able to “break away” from MBC like another affiliated agency had done the previous month.

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Bluebook (online)
430 S.W.3d 274, 2014 WL 1227026, 2014 Mo. App. LEXIS 339, Counsel Stack Legal Research, https://law.counselstack.com/opinion/executive-board-v-windermere-baptist-conference-center-inc-moctapp-2014.