Executive Bd. of Missouri Bapt. v. Carnahan

Decision Date20 September 2005
Docket NumberNo. WD 64069.,WD 64069.
Citation170 S.W.3d 437
PartiesThe EXECUTIVE BOARD OF the MISSOURI BAPTIST CONVENTION, et al., Appellants, v. Robin CARNAHAN, Secretary of State; The Baptist Home; Missouri Baptist College; Missouri Baptist Foundation; Windermere Baptist Conference Center; and Word and Way, Respondents.
CourtMissouri Supreme Court

Michael Whitehead, James F. Freeman, III, and Glen S. Masters, Kansas City, MO, for Appellants.

Jim J. Shoemake, St. Louis, for Resp. Word & Way, Windermere and Mo. Bapt. Home, Clyde C. Farris, Jr. Clayton, for Resp. Mo. Bapt. College, Laurence R. Tucker, Kansas City, for Resp. Mo. Bapt. Foundation, Curtis F. Thompson, Jefferson City, for Resp. Robin Carnahan.

Before EDWIN H. SMITH, C.J., HAROLD L. LOWENSTEIN and ROBERT G. ULRICH, JJ.

ROBERT G. ULRICH, Judge.

The Missouri Baptist Convention, the Executive Board of the Missouri Baptist Convention, and six churches affiliated with the Convention (Appellants) appeal the rulings of the Cole County Circuit Court dismissing an action against four non-profit agencies, the Missouri Baptist College, and the Secretary of State (Respondents) for changes in corporate charters of the agencies and the college that deprived the Convention of the ability to control them. Appellants sued Respondents for breach of contract and sought declaratory judgment and injunctive relief. The Convention raises five points on appeal, each alleging error in the pre-trial procedures of the trial court. The Convention argues that the trial court erred (1) in dismissing the claim with prejudice for lack of subject matter jurisdiction because the court still had jurisdiction to permit an amendment of the petition; (2) in dismissing the claim on the grounds that the six churches are not members of the Convention and lack standing under Rule 52.10; (3) in dismissing the claims of the Executive Board for a lack of standing; (4) in sustaining the Missouri Baptist College's First Motion for Partial Summary Judgment; and (5) in dismissing claims against the Secretary of State for failure to state a claim.

Parties

Although the exact composition of the Missouri Baptist Convention ("Convention") presents one of the major sources of contention in this appeal, the first amended petition alleges that the Convention is "an unincorporated association of affiliated Southern Baptist churches in the State of Missouri, and functions as the state denomination of Southern Baptist churches in Missouri." The first amended petition further states that the Convention was organized in 1834 and was formerly known as the Missouri Baptist General Association before changing its name in 1958. According to the petition, "[a]pproximately 1,950 Baptist churches in Missouri are affiliated members of the Convention, pursuant to the requirements for membership contained in the constitution of the Convention."

The action was brought as a class action pursuant to Rule 52.10 by six Baptist churches, each alleged to be "a member in good standing of the Missouri Baptist Convention." The six named churches are First Baptist Church of Arnold, Missouri; First Baptist Church of Branson, Missouri; Concord Baptist Church of Jefferson City, Inc.; Oakwood Baptist Church of Kansas City, Missouri; and Springhill Baptist Church of Springfield, Missouri.1

The Executive Board of the Missouri Baptist Convention ("Executive Board" or "Board") is a Missouri nonprofit corporation that purports to act on behalf of the Convention in the periods between its annual meetings. The petition alleges that the Convention designated the Executive Board its agent and representative both generally and specifically for this action.2 The petition further alleges that the Executive Board had "the full legal powers, rights, and duties of the Convention" and "the right and capacity to bring this action in its corporate name for itself and as the agent, [of] the Convention"; and that for the purposes of this action, "all legal rights relations and duties of the Convention" are "co-extensive and co equal with the legal rights, relations and duties of the Executive Board."

The respondents are The Baptist Home ("Home"), Missouri Baptist College ("College"), Missouri Baptist Foundation ("Foundation"), Windermere Baptist Conference Center ("Windermere"), and Word and Way. Each is a Missouri non-profit corporation, and each once had provisions in its articles of incorporation stating that the corporation's trustees were to be elected or appointed by the Convention.3 In 2000 and 2001, each of the defendant corporations' boards voted to amend its respective corporation's articles to provide for self-perpetuating boards, and each filed amended articles of incorporation with the Missouri Secretary of State. The Secretary of State is named a party because that office is the legal repository of articles of incorporation and the Secretary accepted for filing the defendant corporations' amended articles.

Procedural History

The Convention brought an action seeking declaratory and injunctive relief and damages for breach of contract. Plaintiffs filed their First Amended Petition on September 19, 2002, alleging that the amended articles of incorporation adopted by each of the defendant corporations is null and void ab initio because the amendments were not approved by the Missouri Baptist Convention. The first amended petition also included as a defendant former Missouri Secretary of State Matt Blunt in his official capacity.

As an unincorporated entity, the Convention sought to certify a class of members as provided by Rule 52.10. Plaintiffs First Amended Petition alleges that the Churches brought the action for and on behalf of the members of the Convention, "seeking redress for damages and injury suffered by the Convention and jointly by the members of the Convention," and that the plaintiff churches would fairly and adequately protect the interests of the Convention and its members. Early within the litigation, the question was raised whether the plaintiff Churches were proper parties to bring the action as "members" of the Convention, and whether the Executive Board was a proper party to bring an action on behalf of the Convention.

The Executive Board also alleges independent status as a plaintiff in the action, claiming in the first amended petition that it "has the right and capacity to bring this action in its corporate name for itself and as the agent, the Convention [sic]." The claims against the Foundation, the College, and the Home allege independent rights and privileges of the Executive Board as a corporate entity. The claims against Windermere and Word & Way, however, were brought solely by the plaintiff Churches and were not brought by the Executive Board as a plaintiff in its own right.

The Home, Windermere, and Word & Way denied in their Answers that Churches are members of the Convention and also denied that the Executive Board had the legal ability to bring the action on behalf of the Convention. On October 17, 2003, the Home, Windermere, and Word & Way filed a joint motion to dismiss plaintiffs' amended petition for lack of standing and subject matter jurisdiction. Rules 55.27(a)(1); 55.27(g)(3); 55.28. The Foundation joined in that motion and filed a separate motion for summary judgment asserting lack of standing. The College filed a similar motion to dismiss on October 29, 2003.

In July 2003, the College filed a motion for summary judgment alleging that it was a corporation without any corporate members. The trial court entered its summary judgment on November 13, 2003, ruling that when the college amended its charter in 2001, "the College was a Missouri not-for profit corporation without members, and that the Missouri Baptist Convention was not a member of Missouri Baptist College."

The College also filed a second motion for summary judgment and memorandum in support of that motion on October 20, 2003, stating that it was entitled to judgment as a matter of law on Counts IV, V, and VI, directed to it, because: (1) none of the seven plaintiffs were members of the Convention, and thus lack standing under Rule 52.10 to bring the action; and (2) the Executive Board did not have standing to assert any rights or interests of its own with respect to the claims made in the First Amended Petition because it did not have a legally cognizable interest under the College's 1997 articles, which stated that the Executive Board could merely make a "recommendation" to the Convention regarding charter amendments.

Plaintiffs filed their responses to the defendant corporations' motion to dismiss and to the College's Second Motion for Summary Judgment on January 23, 2004 along with a Consolidated Memorandum Statement of Facts and Consolidated Memorandum of Law addressing not only the College's motion for summary judgment, but also the motions to dismiss filed by the defendant corporations. The College filed its reply to plaintiffs' Consolidated Statement of Facts and Consolidated Memorandum of Law on February 10, 2004.

The trial court took up the issue of the motion to dismiss on February 26, 2004. Believing that it could not decide the standing issue on the motions to dismiss because such a determination would entail reference to documents outside of the amended petition, the court heard argument on the College's Second Motion for Summary Judgment, which raised the same standing issue. The court took the matter under advisement.

The day after the hearing, The Baptist Home, Windermere, and Word & Way filed separate motions for summary judgment joining in and incorporating by reference the College's Second Motion for Summary Judgment and the corresponding Response and Reply.

Plaintiffs filed a motion for leave...

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