Paper: Mo. Baptist exec acquiesced to breakaway entities
JEFFERSON CITY, Mo. (BP)--A deposition of the Missouri Baptist Convention’s former executive director shows his acquiescence to breakaway efforts by convention entities, despite having received counsel from the convention’s attorney that state law would enforce clauses prohibiting the entities from changing their articles of incorporation without convention approval, according to a report in the convention’s newsjournal The Pathway.
Jim Hill, the former executive director, gave the deposition Oct. 3-4 under subpoena by the Missouri convention’s attorneys. Hill answered questions posed by lead MBC attorney Michael Whitehead.
Hill currently is interim executive director of a breakaway group from the Missouri convention named the Baptist General Convention of Missouri.
The full Pathway article, written by editor Don Hinkle, can be accessed at the newspaper’s www.mbcpathway.com website.
The Pathway article notes, from documents used at Hill’s deposition, that Hill received a telephone call from the president of The Baptist Home retirement facility informing him that the trustees would be voting the next day, Sept. 12, 2000, to become self-perpetuating, thus ending the convention’s selection of trustees.
“Hill told no one else about this phone call, and took no action to try to protect the convention’s interests,” The Pathway article states.
On July 30, 2001, the article reports, Hill was in attendance at the trustee meeting of the Windermere Baptist Conference Center when the board likewise voted to become self-perpetuating.
“Hill abstained from the vote, and did not oppose it,” The Pathway article recounts, adding, “He knew before the meeting what was going to happen, but he did not inform legal counsel or officers of the convention in advance, or do anything else to prevent this action.”
The Baptist Home, Windermere and three other Missouri convention entities -– the Word & Way newsjournal, Missouri Baptist Foundation and Missouri Baptist College -– with assets of more than $240 million are fighting a petition filed by the Missouri convention seeking a declaratory judgment that the entities, by unilaterally changing their articles of incorporation, violated state law and charter promises.
Hill was cross-examined by attorneys for the defendants Oct. 11, The Pathway reported.
The article quotes from correspondence produced during the deposition in which then-convention attorney Mark Comley advised Hill in mid-2000 that Missouri law would enforce clauses prohibiting convention entities from changing their articles of incorporation without convention approval.
The article states:
“On May 9, 2000, Mark Comley wrote a letter to Hill, commenting on a draft of Windermere articles, specifically Article 12, which: ‘... provides that the adoption of an amendment to the articles of incorporation is conditioned upon Missouri Baptist Convention’s approval. This practice is expressly authorized by Section 355.606 R.S. Mo 1994....’ Hill told Comley to omit Article 12 because it was not legally ‘mandatory....’
“In a June 17, 2000 letter to Dr. Hill, Mark Comley states: ‘You asked our office to review the charter documents of several agencies and institutions, which are in a covenant relationship with the Missouri Baptist Convention, to determine the extent, if any, to which the agencies were authorized to amend their respective articles of incorporation or agreement without approval of the Missouri Baptist Convention.’ There is no explanation why Jim Hill asked for this review. This was three months before The Baptist Home amended its articles, the first agency to do so.
“Comley’s June 17 letter reviewed the Missouri Baptist Foundation, Southwest Baptist University, The Baptist Home, the Missouri Baptist Children’s Home, Hannibal-LaGrange College and Missouri Baptist College. His conclusion was the same for each agency: ‘The charter ... cannot be lawfully amended except upon approval of the Missouri Baptist Convention.... An amendment made to the articles without Convention approval would be arguably void or voidable, and the Convention could enforce the terms of the article by appropriate legal or equitable action.’”
During the deposition, Hill was shown a 1992 document prepared for his predecessor, Don Wideman, by then-convention attorney Bart Tichenor, who later became a leading proponent of breakaway efforts from the Missouri Baptist Convention when conservative churches began to prevail in annual elections for convention officers who, in turn, would have more sway in the selection of trustees at the various MBC entities.
Tichenor’s 1992 eight-page document, focusing on the convention’s colleges, listed three conclusions:
“Under existing charter provisions, none of the [Missouri Baptist] educational institutions have the legal authority to elect their own trustees or amend their charters to do such (WJC [William Jewell College] excepted).
“An extra-legal attempt to carry out such an effort would appear to have little if any real chance of success in an appropriate court proceeding.
“An adequate and substantial case for giving self-perpetuation to the trustees of SBU [Southwest Baptist University], HLG [Hannibal-LaGrange College], or MoBC [Missouri Baptist College] has not been made and probably cannot be made in the minds of reasonable individuals.”
The Pathway noted that Hill testified in his deposition he had never seen the 1992 report and was not aware that Tichenor had given such legal advice to the convention in 1992.
