2017-2018 BOARD OF GOVERNORS MEETING
February 27, 2018
Morry S. Cole, President
Raymond E. Williams, President-Elect
Thomas V. Bender, Vice-President
Sebrina A. Barrett, Secretary
W. Perry Brandt
Robert J. Buckley
Michael J. Colona
Hon. Charles Curless
Hon. Joseph Dandurand
Athena M. Dickson
Deborah K. Dodge
J. Brent Dulle
Joel R. Elmer
John W. Grimm
John R. Gunn
Robert E. Jones
Hon. J. B. Lasater
Max E. Mitchell
Joseph A. Morrey
Douglass F. Noland
John E. Price
Tricia M. Scaglia
Deanna K. Scott
Hon. Jason M. Sengheiser
Joan M. Swartz
Hon. W. Douglas Thomson
Eric J. Wulff
Jerri J. Zhang
Present by Telephone:
Mark W. Comley
Dana Tippin Cutler
Lauren Tucker McCubbin
Eric J. Wulff
Jerri J. Zhang
Dr. Tony Simone
Mr. Morry Cole welcomed members of the Board of Governors and guests in attendance. He noted that each meeting during the year will feature a spotlight on the practice of law in one area of the state and will also feature a treat from that area. Mr. Cole introduced Ms. Deborah Dodge, Ms. Deanna Scott and Mr. John Price who provided a description of the practice of law in southwest Missouri and shared pickles that are made in Springfield.
Mr. Cole asked if there were any changes to the minutes included in the meeting materials. It was moved and seconded to receive and approve the minutes of the Board of Governors meetings of November 17, 2017 and January 12, 2018, and the minutes of the Executive Committee meetings of November 17 and December 14, 2017 and January 12, January 26, February 9 and February 12, 2018. The motion was approved.
A. Financial Statements and Status Summary
Judge Doug Thomson reported that as of year-end, December 31, 2017, The Missouri Bar has received approximately 98% of budgeted receipts. He noted that receipts are down about $86,000 from last year and reported that much of the difference in receipts collected can be attributed to revenue received in 2016 that was associated with Missouri Bar’s hosting of the Southern Conference of Bar Presidents. He reported that total disbursements at year-end were 80.8% of budget. He noted that some of the savings in disbursements can be attributed to funds earmarked for technology upgrades, explaining that the 2017 budget approved by the Board of Governors included funding for all technology upgrades to provide flexibility related to which projects would be able to be initiated. However, he reported that about one-half of these budgeted funds were actually disbursed during 2017. He reported that the end of the year resulted in a net gain of $1.5 million contrasted with an initial budget projection that anticipated a $640,000 loss. He further reported that during the period between 2014 – 2017, reserves were increased by $7.7 million.
Judge Thomson reported that CLE Programs ended the year with a net income of $12,000, an increase of approximately $26,000 from the previous year and that CLE Publications concluded the year with a $46,000 loss. He further reported that this 2017 loss that was approximately $30,000 less than the prior year. Judge Thomson further noted that the savings continue to be realized from ceasing the operation of the in-house print shop and utilizing commercial printing.
He reported that assets ended the year at approximately $12.7 million, up about $1.5 million from the previous year, with approximately $10 million invested. He further noted that the funds currently in the bank would cover the Missouri Bar’s budget for one year, illustrating the effective stewardship of state bar dollars.
B. Fiscal Operating Policy Changes
Judge Thomson reported that the Finance Committee has reviewed the proposed revisions to the Fiscal Operating Policy included as a draft in the meeting materials. He further reported that the Finance Committee approved the draft proposed revisions subject to an addition to Section F, paragraph (8), which adds the following language to the first sentence: “Expenses in connection with ABA meetings shall only be reimbursed as set by the YLS Council and approved by Missouri Bar staff.” It was moved and seconded to approve the proposed revisions to the Fiscal Operating Policy as revised to include the language added and approved by the Finance Committee. The motion was approved.
A. Bar-Drafted Legislation
Mr. Eric Jennings reported that the members of the Board of Governors can expect to receive a more comprehensive report on the Legislative Session via email in about one week. At least three bills contained Bar committee-drafted proposals are currently on the House or Senate calendars for floor debate. The House and Senate bills containing the Revised Uniform Fiduciary Access to Digital Assets Act (2018-06) have been voted out of committee in their respective chambers and placed on the calendar. Three bills containing Bar committee-drafted proposals—Assignments for Benefits of Creditors (2018-04), Trust Protector-Directed Trusts (2018-05), and Uniform Powers of Appointment Act technical amendments (2018-03)—have been referred to the House Judiciary Committee. A hearing on two of the bills is set for next Tuesday. All of the legislative proposals approved by the Board of Governors have been included in one or more bills introduced this year. A Senate estate planning bill containing both Gifts in Fraud of Marital Rights (2018-01) and the UPAA technical amendments (2018-03) has been voted out of the Senate Judiciary Committee and placed on the consent calendar. Unless removed from the consent calendar, this bill cannot be amended and will automatically move to the Third Reading Calendar after a specified number of legislative days. If approved, it will move to the House for consideration.
B. General Legislative Update – Other Bills and Items
Mr. Jennings reported that March 1 will mark the deadline to introduce bills for the 2018 Legislative Session and noted that 2,029 bills had been filed as of today. Today (Feb. 27) is the candidate filing deadline for the August primaries. Due to term limits, there will be a number of changes in the membership of both the House and Senate for 2019. At least two lawyer-legislators will not return for their final term, while several lawyers have filed as candidates for open seats. Based on filings, the potential exists for a few new lawyer-legislators in the Senate. Next year, several legislative committees, including the House and Senate Judiciary Committees, will have new chairs. Other bills of interest are moving forward: companion venue and joinder bills have reached the House and Senate floor for debate, but they have been placed on the informal calendar, without further action at this time; a Senate bill relating to tort actions, including changes to the Missouri Merchandising Practices Act (SB 832), has also been brought up for debate, but ultimately laid over; the House has approved and sent to the Senate an interpleader bill (HB 1531). The House voted early in session on a “gift ban” bill limiting lobbyist expenditures on behalf of legislators, which has been placed on the Senate calendar for debate. More information on what bills are moving and not moving will be in the forthcoming e-mail update. Mr. Jennings requested that members of the Board review the attached minutes of Executive Committee meetings, which includes the bills reviewed by the Executive Committee and positions taken on behalf of The Missouri Bar. Out of more than 2,000 bills introduced, the Executive Committee has reviewed approximately 300, a total similar to last year.
A. February Appointments
Mid-Missouri Legal Services (MMLS) and Legal Services of Southern Missouri (LSSM)
Mr. Doug Noland reported that Mid-Missouri Legal Services (MMLS) has requested that the Board of Governors ratify the reappointment of Mr. Frank Koch for another term on the board of directors of that organization. Ms. Athena Dickson further reported that the Legal Services of Southern Missouri (LSSM) requested that The Missouri Bar Board of Governors identify a replacement for Mr. Fred Hall and approve a replacement for Mr. Joe Johnson, both of whom resigned from that organization’s board of directors. She reported that the Appointments Committee recommends Ms. Katie Anderson to fill the vacancy created by the resignation of Mr. Hall and Ms. Stephanie Montgomery to fill the vacancy created by the resignation of Mr. Johnson. It was moved and seconded to approve the recommendations of the committee. The motion was approved.
B. May Appointments
Ms. Dickson also reported that the committee will have recommendations for appointments to the Fee Dispute Resolution Committee, the Missouri Judicial Performance Review Committee and the ABA House of Delegates for Board consideration in May.
6. Client Security Fund
Ms. Cindy Neagle reported that the Client Security Fund Committee met on January 24 and reviewed 26 claims. She reported that the committee recommends the payment of 19 claims for a total of $55,350, the denial of 6 claims, and the deferral of one claim. Ms. Neagle reported that 14 of the 19 claims are for $2,500 or less, allowing for a recommendation of payment at any time during the fiscal year as provided in Article 2.10. She reported that two claims of more than $2,500 were deferred at the last meeting of the Board of Governors on November 17, 2017 and are now submitted pursuant to Board authorization to submit these deferred claims prior to the November 2018 meeting of the Board. Ms. Neagle also reported that the Client Security Fund Committee requests the authorization of payment for three additional claims of more than $2,500 prior to the November 2018 meeting, noting special circumstances that justify the payments. She reported that the balance of the Fund as of January 31, 2018 is $803,278. It was moved and seconded to approve the recommendations of the committee as stated. The motion was approved.
7. Amendment to MCLE Rule
Ms. Cindy Neagle reported on a recommendation to approve for submission to the Supreme Court of Missouri proposed revisions to Rule 15 and corresponding regulations which would remove provisions relating to ethics and professionalism hours requirements for compliance periods prior to 2010 and eliminate the special requirement of Rule 15.05(e) that new lawyers complete two hours of ethics within one year of admission. Ms. Neagle called attention to a detailed memorandum related to the current rule and the proposed changes as well as a draft version of Rule 15 with the proposed revisions provided in the meeting materials. She explained that the proposed revisions are intended to preserve and accomplish the original objectives underlying the ethics and professional requirements of the current rule, while simplifying and streamlining the MCLE reporting process for those attorneys affected, thereby alleviating attorney confusion related to compliance, relieving the intensive staff time and resources required to review, research and verify these provisions for compliance and removing barriers to the automation of the MCLE reporting system. It was moved and seconded to approve the recommendation as submitted. The motion was approved.
8. Officers’ Reports:
A. President's Report
Mr. Morry Cole related an inspirational story surrounding the legal career of Mr. Fred Gray, noting that Mr. Gray was the recipient of an award at the recent ABA Mid-Year Meeting and describing some of his work which included desegregation of schools in Alabama, representation of Dr. Martin Luther King, Jr. and Rosa Parks as well as his ongoing efforts championing civil rights at age 87, in his 63rd year of practice.
Mr. Cole reported on the ongoing outreach to promote Missouri Bar efforts throughout the state including a recent trip to Cape Girardeau and ongoing efforts to continue defending the judicial branch of government as well as education efforts related to the Non-Partisan Court Plan. He noted that his written report also includes upcoming events and activities. He reported that he and Missouri Chief Justice Zel Fischer will be visiting southeast Missouri in April to educate citizens about the Non-Partisan Court Plan, with events that include speaking at a meeting of the Chamber of Commerce, radio interviews, meetings with business leaders and fellow lawyers and participation in a naturalization ceremony.
He reported on efforts of several board committees, noting that the Bylaws Committee will next consider whether any changes are needed to Board of Governors districting, officer rotations and other related items to ensure that they are in accordance with and consistent with best practices. Mr. Cole reported that investigation and enhancement of security continues. He reported that the current meeting room configuration was the result of a recent security review and noted that it is anticipated that an enhanced security plan will be completed for Board approval in July and implemented for the upcoming Annual Meeting in St. Louis this September.
Mr. Cole also provided a report on the “CLE by the Sea” program scheduled for March. He reported that 85 members have registered and he noted that the meeting has a strong sponsorship level, currently at $14,500. He further reported that he had available 110 tickets for a St. Louis Cardinals spring training game Thursday afternoon and that 107 of these tickets have been purchased by attendees to the event. He further reported that it is estimated that the “CLE by the Sea” will have income to exceed expenses based on reaching a sponsorship goal of $15,000 and registered attendance in the low 60s.
B. President-Elect’s Report
Mr. Ray Williams commented on the associated value of leadership attending national and regional meetings of the legal profession, citing opportunities to hear about the activities, initiatives and challenges of other bar associations as well as offering opportunities to share information about The Missouri Bar ideas and experiences. He noted that the Southern Conference of Bar Presidents is an example, relating that our leadership delegation recently had the opportunity to discuss our best practice initiatives, and particularly our examination of security measures, with other bar associations that have not yet addressed these issues. He further noted that in some cases, participating bar associations report adversarial relationships with their Legislatures, their courts and even within their bars. He noted that we are fortunate to have far better relationships within our state in many cases and attributed this result in part to the efforts of our Board of Governors.
He called attention to a number of areas that will require ongoing focus, noting as an example that technology has always developed and will continue to develop ahead of the rules. He also cited issues related to bar organizations from state-to-state that deserve continued attention and he advised all members of the Board to keep an eye on the U.S. Supreme Court which will be addressing issues that relate to how lawyers work and are organized. He advised that these issues may require this Board’s attention down the road, after the cases are decided.
He thanked members of the Board of Governors who will participate in the Legislative Day activities. He complimented the format being utilized, which allows members of the Board to focus on one-on-one interactions with legislators from each member's area. He commented that this annual initiative continually fosters respect within the Capitol for the bar and profession.
Mr. Williams concluded by reporting that later this week construction will begin on the Capitol with an anticipated completion date of 2020 and he encouraged members to take advantage of the unobstructed view available this week, a view that will change soon when construction equipment and scaffolding surrounds the building.
C. Vice-President's Report
Mr. Tom Bender reported that he has provided a written report that was included in the meeting materials. He further reported that he wanted to share three things he learned at the Southern Conference of Bar Presidents that will be important to consider going forward. He noted that one speaker emphasized that the way lawyers practice today will not be the way lawyers practice in five years, giving the example that just three years ago the speaker would cite three major internet legal providers during his seminar. Today he cites somewhere around 700 such providers, highlighting the challenge of addressing these changes in the practice and profession. Mr. Bender further called attention to the concerns and issues surrounding cybersecurity, including the dangers surrounding the “dark web.” He also noted wellness initiatives within the profession along with the challenges related to mental health and impaired lawyers as being important areas of focus tied to the future of the profession and deserving of attention now and in the coming years.
D. Executive Director's Report
(1) Media Articles
Ms. Sebrina Barrett called attention to the media articles contained in the meeting materials and encouraged members of the Board of Governors to review the articles.
(2) Year-end Reports for Fee Dispute Resolution Program, Complaint Resolution Program and Lawyer-to-Lawyer Dispute Resolution Program
Ms. Barrett called attention to the year-end reports for the Lawyer-to-Lawyer Dispute Resolution Committee, Complaint Resolution Committee and the Fee Dispute Resolution Committee included in the meeting materials.
(3) Director Spotlight
Mr. Jason Cecil provided an overview of the work of the IT department. He expressed his thanks for the opportunity to serve in his position of Chief Technology Officer, a position that he assumed one year ago. He reported that his department is staffed by three IT professionals, including himself. He further reported that the department covers a wide range of technology-related duties including day-to-day support of members, staff and court as well as major IT projects with objectives to improve technological services to the lawyer members and to enhance the efficiencies of the staff of The Missouri Bar. Mr. Cecil noted support requests average about 100 per month and solutions are typically completed within five hours from the time of a request. He described some of the major projects recently completed as well as some that will be initiated soon, noting that approximately 100 projects have been identified with timelines that cover approximately three years for completion. He reported that approximately 31 of these projects have been completed to date, resulting in a savings of $30,000 to $35,000 in direct costs, with additional indirect cost savings. He outlined projects that have systematically moved Missouri Bar assets from onsite to the “cloud” taking advantage of redundancies and capabilities beyond what can be effectively sustained on-site. He briefly described a major project underway to upgrade IMIS, the association management software (AMS) database, noting that the upgrade is expected to take two years with the first phase expected to go live within the next three months. He reported that the first phase will include a major change for members of The Missouri Bar as part of the enhanced security capabilities of the AMS. He further reported that this will require a major transition to complex passwords, noting that it is expected that this change will be disruptive initially and expects that it will require significant support to members as they update their passwords to be in compliance. He noted that this change will be accompanied by a communication effort to alert and provide information on assistance available as members make the transition. He also explained briefly how this AMS is interconnected with and used by the Supreme Court of Missouri as the official roll of The Missouri Bar and how the IT department supports that usage and access.
He concluded by describing his main role in leading the IT department as one of developing the strategy that enables the integration of technology into a cohesive program that supports the members, staff and Court, utilizing efficiencies and improving effectiveness.
(3) Retirement of Dee Shepherd
Ms. Sebrina Barrett presented Missouri Bar CLE Director Dee Shepherd with a special resolution commemorating her retirement from The Missouri Bar. Ms. Barrett detailed Ms. Shepherd’s many accomplishments and commended her for creativity and innovation in leading the CLE Department through ongoing change and development. She described how Ms. Shepherd’s leadership transformed the way that continuing legal education is delivered and marketed to members of The Missouri Bar and how she has upheld the highest standards for legal educational content while maintaining a fiscally responsible model. She noted that tens of thousands of Missouri lawyers have benefited from the leadership of Ms. Shepherd as well as many on the Missouri Bar staff who have been trained and mentored by her generous guidance and direction.
9. Legislative Day Overview:
Messrs. Eric Wilson and Eric Jennings provided an overview of the scheduled Legislative Day activities. Mr. Wilson reviewed the packet of materials prepared for members of the Board of Governors, which included the schedule of events, a FAQ sheet, relevant Missouri Bar Board of Governors resolutions and positions on legislation, and bar-drafted legislative proposal summaries as well as the packets of information provided for the legislators. He briefly summarized the schedule of activities for the evening and the following day, including transportation and meals, and provided informational guidance for use when visiting legislators. Mr. Jennings called attention to a laminated resource card for legislators referencing changes in the Criminal Code, noting that the resource provides information on sentencing ranges, references chapters of the Code, and provides a chart of penalties associated with the offense and indicating that cards will be provided to distribute to legislators.
There being no further business, the meeting was adjourned.
Sebrina A. Barrett, Secretary