Board Minutes

February 28, 2017
The Missouri Bar Center

Members present:

Dana Tippin Cutler, President

Morry S. Cole, President-

Raymond E. Williams, Vice-President

Erik A. Bergmanis, Immediate Past President

Sebrina A. Barrett, Secretary


Thomas V. Bender

Michael J. Colona

Mark W. Comley

Hon. Charles Curless

Athena M. Dickson

Shelly Dreyer

J. Brent Dulle

Joel R. Elmer

John W. Grimm

John R. Gunn

Robert E. Jones

Amanda Ketchum

J. B. Lasater

Andrew Lyskowski

James McConnell

Mira Mdivani

Joseph A. Morrey

Jason Paulsmeyer

John E. Price

Jason Rew

Tricia M. Scaglia

Hon. Jason M. Sengheiser

Joan M. Swartz

Hon. W. Douglas Thomson

Eric J. Wulff

Members absent:
Amy Bender-Levy

Robert J. Buckley

Rod T. Chapel, Jr.

Deborah K. Dodge

James H. Guest

Joseph P. Rice, III


Present by telephone:

W. Perry Brandt

Jennifer E. Matthew

Karen McCarthy

Genevieve M. Frank

Max E. Mitchell

Lauren Tucker McCubbin

Douglass F. Noland

Deanna K. Scott

Jerri J. Zhang


Also present:

Millie Aulbur

Lucas Boling

Jason Cecil

Anne Chambers

Danelle Cord

Farrah Fite

Kent Hopper

Chris Janku

Eric Jennings

Jeff Markway

Cindy Neagle

Delores Shepherd

Robert Stoeckl

Gary Toohey

Eric Wilson

1.            Minutes:

Ms. Dana Tippin Cutler called attention to a proposed revision to the November 18, 2016 draft minutes provided in writing to members of the Board of Governors.  As drafted, the minutes included a sentence, “Mr. Wulff was not eligible as a representative of St. Louis City or St. Louis County.”  It was suggested that this section be adjusted to read, “Mr. Wulff was not eligible for election pursuant to the geographical rotation established by the vote of prior iterations of the Board.”  It was moved and seconded to accept the revision as proposed and approve the minutes for November 18, 2016 as revised. The motion was approved. It was also moved and seconded to approve the minutes of the Executive Committee meetings of December 14, 2016, January 10, January 24 and February 17, 2017. The motion was approved.


2.            Finances:

Judge Doug Thomson provided the financial report as of the end of the annual fiscal year, December 31, 2016. He reported that The Missouri Bar had received 96.9% of budgeted receipts from all 2016 activities. He reported that disbursements for 2016 were 82%, noting that the resulting savings expected in disbursements of approximately $1.2 million will be transferred to asset funds. He noted this transfer should raise the Bar’s asset level to more than $12 million. He reported that the actual fiscal expense associated with closing the print shop and outsourcing printing was approximately $35,000 less than estimated. He also reported that revenue exceeded expenses by about $5,000 for The Missouri Bar hosted Southern Conference of Bar Presidents. He commended staff for these fiscal results.

Judge Thomson provided a report on assets, noting that The Missouri Bar’s asset position is performing very well. He reported that current assets in reserve total approximately $11.3 million, a much better position than the previous year. He reported that The Missouri Bar’s investments total approximately $8 million. He noted that if all goes as planned, the funds in investments should be increased to approximately $9 million in the next 45 days and could potentially rise to approximately $10 million by the end of 2017.

He also reported on the status of funding for The Missouri Bar’s pension fund, noting that the system is currently funded at about 87% and noting that this represents a dramatic increase in the funding level from five years ago. He further reported that pension systems funded at more than 80% are considered very strong by industry standards.   


3.          Legislation:

A.         Update on Bar-Sponsored Legislation

Mr. Eric Wilson called attention to the latest legislative update provided to members of the Board. He noted that the legislation drafted and sponsored by committees of The Missouri Bar is progressing through the General Assembly. He reported that Probate and Trust Division members have been communicating with legislators and other stakeholders with respect to questions concerning the language of Senate Bill 170, the Qualified Spousal Trust measure (2017-06). He reported that House Bill 144, the Designated Health Care Decision-Maker Act (2017-01), has already been approved by the House Judiciary Committee and referred to the House Rules-Legislative Oversight Committee.  House Bill 379, the Revised Uniform Fiduciary Access to Digital Assets Act (2017-03), will be heard by the House Judiciary Committee later today.  The Senate version of the Revised Uniform Fiduciary Access to Digital Assets Act (Senate Bill 129) has been voted out of the Senate Judiciary Committee as a consent bill, but the Senate Rules Committee removed its consent status, placing it on the regular Senate perfection calendar. He further reported that Senate Bill 171, the Trust Protector-Directed Trust measure, has been approved by the Senate Judiciary Committee and placed on the Senate perfection calendar.

B.         Update on Other Bills of Interest  

Mr. Eric Jennings provided an update on other bills of interest. He noted that updates in this area will be more frequent once the bill filing deadline passes. House Bill 34, which adopts revised versions of Articles 1 and 7 of the Uniform Commercial Code, should be on the Senate perfection calendar soon, having already been approved by the House and heard by the Senate Judiciary committee.  House Bill 60, relating to lobbyist expenditures, has been approved by the House and is now in the Senate.  House civil procedure bills relating to the collateral  source rule (House Bill 95) and the admissibility of expert witness testimony (House Bill 153) have already moved to the Senate. Senate Bill 5, which includes amendments to the Merchandising Practices Act remains on the Senate informal perfection calendar. Mr. Jennings noted that the Senate companion bill on the collateral source rule (Senate Bill 31) has also moved to the House.  He further reported that three or four Senate bills relating to changes in Supreme Court Rules and statute on joinder, misjoinder and venue have been set on the Senate calendar (Senate Bill 258, Senate Bill 259, Senate Bill 260, Senate Bill 261, and Senate Bill 262) and that the House versions of these bills (House Bill 460, House Bill 461, House Bill 462, House Bill 463), have also been heard in House committee.

He reported that the minutes of the Executive Committee meetings each include a summary of the positions taken by the Executive Committee on specific bills reviewed at that meeting.

Mr. Jennings further called attention to HB 969, a measure that proposes to levy a tax of twenty percent of any fee charged by an attorney, to be deposited in a fund to provide financial support to MO HealthNet recipients who file suit against the state and managed care companies for insufficient services.  Mr. Jennings indicated that the measure is not expected to gain approval in the General Assembly and, if it were to be passed by the legislature and signed into law, it would almost certainly be found unconstitutional.

He noted that electronic versions of the Legislative Day packets have been sent to participants, allowing for their review prior to the dinner and program scheduled this evening. He further noted that printed copies will also be available this evening.  


4.            Appointments:  

A.           February Appointments

Ms. Dana Tippin Cutler reported that there were no February appointments.

B.            May Appointments
Ms. Tricia Scaglia provided a brief overview of the work of the Appointments Committee, noting that the committee has developed a protocol which includes soliciting recommendations for committee appointments from the Board of Governors as well as from the membership-at-large through ESQ , the Bar’s weekly e-news. She noted that the process has increased the number of potential appointees for available positions.

(1)          Fee Dispute Resolution Committee 

Ms. Scaglia reported that solicitation is underway for candidates to fill the seat on this committee which is currently held by Ms. Mary Lou Martin, whose term is expiring. She noted that Ms. Martin is not eligible for reappointment.

(2)          ABA Delegates

Ms. Scaglia reported that the Appointments Committee has undertaken an effort to study the workings of the current process to appoint delegates to the ABA. She reported that the goal is to provide a written summary of this process to members of the Board of Governors by April.  


5.            Board Vacancy:  

Ms. Dana Tippin Cutler briefly reviewed the authority of the Board of Governors to fill, for an unexpired term, a vacancy on the Board of Governors and reported that the voting process used in previous years would be used by this Board to fill the current vacancy in District 11. Ms. Tippin Cutler reported that lawyers within District 11 were notified of the vacancy and that the Board of Governors would fill the vacancy at this meeting. All interested lawyers enrolled in that district were instructed to submit a letter of interest with their qualifications. Ms. Tippin Culter reported that a ballot has been provided with the names of all 19 lawyers expressing an interest in the position. Voting slips will be cast until one candidate receives a majority of votes. She noted that candidates receiving no or relatively few votes will be eliminated from future rounds of voting and when the number of remaining candidates reaches four or five, members of the Board of Governors would be given an opportunity to speak on behalf of candidates. After three rounds of voting, Ms. Tippin Cutler announced that Megan Phillips has received a majority of votes cast and is elected to fill the vacancy. 


6.            Officers’ Reports:

A.            President's Report

Ms. Dana Tippin Cutler reported that she has conducted two Courageous Collaboration presentations, one in Kansas City and another in St. Louis. She further reported that she is scheduled to present at the Springfield Metropolitan Bar and has been invited to present this program at the U.S. District Court for the Western District of Missouri as well as in Dallas. She reported that training materials are being developed for those who would like to become facilitators of ongoing Courageous Collaboration efforts.

B.            President-Elect’s Report

Mr. Morry Cole reported that he attended the ABA Mid-Year Meeting. He reported that he came away from that meeting with a stronger realization about the stature and high regard in which The Missouri Bar is held within the legal profession across the country. He noted that there are many reasons for this, including the long tradition of hard work, collaboration and leadership that has shaped this reputation. He noted that it is important to realize the reputation that has been inherited and to shepherd and nurture it going forward.

Mr. Cole reported that he attended the Courageous Collaboration program presented by Missouri Bar President Dana Tippin Cutler in St. Louis. He commented how Ms. Tippin Cutler is on the forefront of this issue. He reported that she was invited to participate in the panel discussion on diversity at the ABA Mid-Year Meeting and is invited to speak to these issues in other states, citing this leadership as an example of why The Missouri Bar is held in such high regard.

Mr. Cole reported on a proposal to offer another out-of-state CLE in 2018. He reviewed the CLE by the Sea held in Biloxi, Mississippi in January of 2017, noting that it was the first venture to offer an out-of-state CLE. He called attention to the financial statement included in the meeting materials. He noted that anticipated attendance and revenue fell short of the proposed budget for the program, but that attendee ratings were excellent. Mr. Cole indicated a single year’s results may not be an accurate measure of its value and long-term, sustained financial viability. He proposed that the Board of Governors consider approving a CLE by the Sea program for 2018 with a change in location to Jupiter, Florida and a further change to the meeting dates, so they coincide with St. Louis Cardinals spring training. He reported that such a change would take advantage of the many lawyers who already regularly attend spring training as well as those who may be interested in combining the meeting with attending spring training. He further noted that the CLE programming may allow lawyers to potentially justify a portion of their trip as a business expense, making it even more attractive. He reported that if this idea were to be successful, it may be possible to alternate locations and host a meeting in Arizona in 2019 to coincide with the spring training of the Kansas City Royals. Additional discussion in favor of the proposal included the potential for collaboration with BAMSL and KCMBA. Additional comments considered whether such a meeting addresses an actual need of members, the historic perception of out-of-state meetings and CLE program trends and competition. It was moved and seconded to present a CLE by the Sea in 2018 in Jupiter, Florida on March 8 and 9 to coincide with the spring training dates of the St. Louis Cardinals. The motion was approved. Mr. Jones voted nay.

C.            Vice-President's Report

Mr. Ray Williams reported that strategic planning is progressing well. He reported that The Missouri Bar has contracted with Solid Ground Consultants for professional strategic planning expertise. He further reported that the assigned consultant, Ann Lehman, has been in Missouri conducting focus group discussions with Missouri Bar staff and with lawyers in Kansas City, St. Louis and Springfield. He reported that Ms. Lehman has also had one-on-one interviews with influential leaders/stakeholders identified by The Missouri Bar. Mr. Williams further reported that the Board of Governors Strategic Planning Meeting is scheduled for March 30 – 31 in Columbia. He reported that Solid Ground Consultants will guide the Board through the process of writing a strategic plan that will serve as an active roadmap going forward. He reminded Board members of the deadline to RSVP for the meeting and encouraged all Board members to attend. He noted that the meeting will also include time for socializing and team building. He called attention to a book published by the ABA – The  Relevant Lawyer: Reimaging the Future of the Legal Profession –  and noted that the book offers diverse insights into many of the issues facing the profession. He encouraged members of the Board to consider purchasing this book or checking it out from The Missouri Bar’s lending library, noting that the articles within the book are relevant as the Board looks to the future.

Mr. Williams reiterated Mr. Cole’s comments about the national stature and reputation of The Missouri Bar within the legal profession and thanked the Board, executive director and staff for contributing to this reputation.

He reported that work continues on the efforts to encourage lawyers to consider public service, including the legislature, and commented on how such efforts have a long history. He also reported that work continues by the “Keller” Committee (Special Committee on Select State Bar Activities), noting that the Government Relations staff hopes to have a memo drafted and distributed to the Board in May with potential action items to be taken up at the July meeting of the Board of Governors.

Mr. Williams thanked the Board members for taking part in the Legislative Day activities. He noted that there are only a few Bar-sponsored bills introduced in this year’s session, and none are controversial. He noted that this offers an opportunity for members of the Board, when visiting with state senators and representatives for Legislative Day, to focus more specifically on developing relationships and communicating the willingness of The Missouri Bar to be a professional resource to legislators.

D.            Executive Director's Report

Ms. Sebrina Barrett gave a brief overview of the schedule and timing for the upcoming Missouri Bar Board of Governors Strategic Planning Meeting scheduled for March 30 - 31. She noted that Board members have the option of arriving on March 29, if so desired. She reiterated that pre-meeting work has been done through surveys, stakeholder interviews and focus groups to put the Board in a position to shape the future of The Missouri Bar for the next few years.

Ms. Barrett also reported that Architects Alliance has prepared design blueprints for the remodel of the print shop to be used to solicit RFPs for that project. She noted that the architecture firm was hired by the Trustees of The Missouri Bar to create design drawings after this Board endorsed the Trustees of The Missouri Bar decision to solicit bids for the remodeling of that building as additional office space. She reported that the Board of Governors will have an opportunity to review the RFPs received as part of this process. It was moved and seconded to approve the use of architectural blueprints prepared by Architects Alliance in the solicitation of RFPs for the remodel of the print shop. The motion was approved.

Ms. Barrett called attention to the media articles in the meeting materials as well as year-end reports for the Lawyer-to-Lawyer Dispute Resolution Committee, Complaint Resolution Committee and a corrected version of the mid-year report of the Fee Dispute Resolution Committee.

Ms. Barrett explained that starting with this meeting the agenda will include a Directors’ Spotlight segment, where one of The Missouri Bar directors will be asked to briefly talk about their areas of responsibility at The Missouri Bar. Ms. Barrett introduced Director of Citizenship Education Millie Aulbur who briefly described the work of her department which focuses on education initiatives and resources for the civic education of teachers and high school students in Missouri.

Ms. Barrett also introduced Jason Cecil, new Chief Technology Officer, for The Missouri Bar.


There being no further business, the meeting was adjourned.


Respectfully submitted,




Sebrina A. Barrett, Secretary