2016-2017 BOARD OF GOVERNORS MEETING
September 13, 2017
Westin Crown Center Hotel, Kansas City
Dana Tippin Cutler, President
Morry S. Cole, President-Elect
Raymond E. Williams, Vice-President
Erik A. Bergmanis, Immediate Past President
Betsy AuBuchon, Treasurer
Sebrina A. Barrett, Secretary
Thomas V. Bender
W. Perry Brandt
Robert J. Buckley
Rod T. Chapel, Jr.
Michael J. Colona
Mark W. Comley
Hon. Charles Curless
Athena M. Dickson
Deborah K. Dodge
J. Brent Dulle
Joel R. Elmer
John R. Gunn
Robert E. Jones
Hon. J. B. Lasater
Jennifer E. Matthew
Lauren Tucker McCubbin
Max E. Mitchell
Joseph A. Morrey
Douglass F. Noland
John E. Price
Joseph P. Rice, III
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:
Genevieve M. Frank
Ms. Dana Tippin Cutler asked if there were any changes needed to the minutes. It was moved and seconded to receive and approve the minutes of the Board of Governors meetings of July 14, 2017 and the minutes of the Executive Committee meeting of July 13, 2017. The motion was approved.
Judge Doug Thomson provided the financial report. He reported that as of July 31, The Missouri Bar has received 87.4% of budgeted receipts, primarily from enrollment fees. He further reported that total disbursements as of the period were a little over 46%, noting that this disbursement level is on track for this point in the year. He reported that overall receipts are down compared with the same period last year, noting that last year’s figures included the receipts for the Southern Conference of Bar Presidents. He noted that disbursements are up as compared with the same period last year. He reported that receipts for CLE Programs are down about $7,000 but disbursements are also down by approximately $130,000, noting that overall the total net year-to-date for CLE Programs is up approximately $123,000 from the same period last year. He noted that CLE Publications are down about $25,000, but explained some anticipated revenue has not been received in this area that would have put CLE Publications closer to a breakeven level.
Judge Thomson reported that overall finances are in very good shape. He reported that total assets exceed $14 million, up from about $12 million in 2016. He noted that investments are currently at about $9.25 million and it is expected that $10 million will be invested by the end of the year.
He reported that this year’s budget was originally expected to show a deficit at year-end, but due to cost savings efforts by staff, projections have been revised and a surplus is expected. Judge Thomson noted that significant savings in this year’s budget result from extending anticipated spending on technology over a longer period of time as well as savings realized in the current year with a newly installed telephone system as well as new internet technology.
A. Update on 2017 Bar-Sponsored Legislation and Regular and Extra Session
Mr. Eric Jennings reported that the General Assembly is meeting today as part of its constitutional veto session. He further reported that two bar-sponsored bills which had been drafted by the Probate and Trust Division and passed by the Missouri General Assembly during last year’s regular session were vetoed in July. He reported that both of these bills are being included today for reapproval by the board for introduction in the 2018 regular legislative session.
B. Committee-Drafted Legislative Proposals for Approval (2018 Regular Session)
Mr. Jennings noted that action is requested on six committee-drafted legislative proposals being submitted for approval for the 2018 regular session.
(1) Gift in Fraud of Marital Rights (2018-01)
Mr. Daniel Wheeler, chair of the Estate Planning and Probate Administration Committee, reported that this proposal submitted by the Probate and Trust Division would amend 474.150, RSMo. He reported that the main purpose of the legislation clarifies that marital rights do not begin until there is in fact a marriage, providing a bright line to the current gray area that exists in the case law and establishing that gifts that occur before the marriage would not be included as a possibility of fraud of marital rights.
(2) Qualified Spousal Trusts (2018-02)
Mr. Wheeler reported that this proposed legislation provides amendments to 456.950 RSMo, keeping tenancy by entirety protection of a husband and wife in place when the assets are put into a qualified spousal trust. He noted that consideration had been given to a proposed revision related to whether that tenancy by the entirety protection should continue after the death of one spouse. He reported that this proposed addition was rejected by the Probate and Trust Division.
(3) Uniform Powers of Appointment (2018-03)
Mr. Wheeler reported that this legislative proposal includes a set of technical amendments to the Missouri Uniform Powers of Appointments Act (MUPOAA), 456.970 to 456-1135 RSMo Supp 2016.
(4) Assignment for Benefit of Creditors (ABC) (2018-04)
Ms. Michelle Masoner, co-chair of the Bankruptcy Creditor-Debtors Rights Committee, reported that this proposal amends Chapter 426, RSMo, offering a method for the orderly distribution of assets outside of court utilizing a third party neutral and offering an alternative to traditional bankruptcy. She noted that court supervision would still be required. She noted that the current statute was originally written in 1909, last updated in 1939, and reportedly rarely used today. She noted that the proposed revision will bring the law into the modern era.
(5) Trust Protector-Directed Trusts
Mr. Wheeler reported that this proposed legislation to repeal 456.1-103 RSMo and 456.8-808 RSMo and enact in lieu thereof two new sections relating to trusts directed by trust protectors was approved by the Board of Governors for introduction last year. He further reported that the measure was truly agreed to and finally passed by the Missouri Legislature during the 2017 regular session, but subsequently vetoed by the governor.
(6) Revised Uniform Fiduciary Access to Digital Assets Act
Mr. Wheeler also reported that this proposed legislation to amend 472.400 – 472.490 RSMo related to fiduciary access to digital assets was approved by the Board of Governors for introduction last year. He further reported that the measure was truly agreed to and finally passed by the Missouri General Assembly during the 2017 regular session, but subsequently vetoed by the governor.
It was moved and seconded that the proposed legislation designated as 2018-01, 2018-02, 2018-03 and 2018-04 was within the Bar’s legislative scope. The motion was approved by two-thirds of the members of the Board of Governors present and voting. It was moved and seconded to approve for introduction to the General Assembly the legislative proposal 2018-04 in principle, pending the approval of the final bill draft at the November board meeting. The motion was approved by two-thirds of the members of the Board of Governors present and voting. It was moved and seconded to approve the remaining legislative proposals for introduction to the General Assembly. The motion was approved by two-thirds of the members of the Board of Governors present and voting.
A. September Appointments
(1) Trustees of The Missouri Bar
Mr. Eric Wulff reported that the Appointments Committee received 11 nominations for the upcoming vacancy when Mr. Tom Burke’s term expires in October 2017 and that the Appointments Committee recommends the appointment of Mr. Doug Copeland to fill the vacancy. It was moved and seconded to appoint Mr. Copeland. The motion was approved.
(2) Missouri Press-Bar Commission
Ms. Tricia Scaglia reported that the term of Ms. Theresa L. F. Levings is expiring and she is eligible for reappointment. It was moved and seconded to reappoint Ms. Levings. The motion was approved.
(3) Complaint Resolution Committee
Mr. Eric Wulff reported that Mr. Kim Moore had been appointed to fill an unexpired term on the Complaint Resolution Committee and that the Appointments Committee recommends his appointment for a full four-year term. It was moved and seconded to appoint Mr. Moore as recommended. The motion was approved.
B. November Appointments
Ms. Tricia Scaglia reported that the Board of Governors will vote on appointments to fill vacancies on the Client Security Fund Committee, the Lawyer-to-Lawyer Dispute Resolution Committee, the Commission on Retirement, Removal and Discipline of Judges and for a non-lawyer vacancy on the Missouri Lawyer Trust Account Foundation at the November meeting. She encouraged members of the board to submit nominations for these vacancies.
5. Member Benefits
Mr. Chas Trinder of Member Benefits provided an overview of the benefits/resources/products available to members of The Missouri Bar through The Missouri Bar Private Insurance Exchange, followed by a report on the performance of the exchange in Missouri at the two-year mark. He also provided information about a shortened 2018 open enrollment period as well as the impact and status of insurance carriers that will available to provide individual and group coverage plans next year in light of issues surrounding the ACA . Mr. Trinder reported that a new association health plan product will be launched in Texas next year and slated for rollout in Missouri starting in 2019. Mr. Trinder reported that he would provide a copy of his PowerPoint presentation for The Missouri Bar to post on its website.
6. Strategic Planning Update:
Mr. Ray Williams and Mr. Morry Cole reviewed the next phase of the strategic planning process. Mr. Williams reviewed the work that has been completed to date, citing a detailed program review conducted with the staff directors that concluded with a ranking of goals for existing and proposed new programs. He reported that this phase was followed by a detailed review process conducted by the Board of Governors with expertise and guidance of Solid Ground Consultants and resulted in the approval of a strategic direction at the July board meeting.
Mr. Williams reported that the next step will be to expand the review of existing and proposed new programs by conducting a survey to gain the perspective of members of the board and other key stakeholders as to the importance, value and need of the programs to the members of the Bar as well as to The Missouri Bar as an organization. He further reported that all of the information and perspectives collected will provide a basis for the next step of aligning the programs with the future of The Missouri Bar. He noted this will require hard decisions on where the programs need to go to most efficiently and effectively provide information, services and resources to the greatest number of members.
Mr. Cole further reported that this next phase will be completed utilizing a survey. He noted that the survey will also be sent to past presidents of The Missouri Bar as well as members who served on the Leadership Academy during the most recent five-year period. He encouraged members of the board to complete the survey in a timely manner, noting that the results will provide the building blocks to triage all of the programs and allow for a weighted scoring of programs that can be used in conjunction with the development of a process to decide whether to maintain or sunset programs in consultation with key stakeholders.
7. Officers’ Reports:
A. President's Report
Ms. Dana Tippin Cutler reported that she attended the ABA Annual Meeting in August and that the Bar’s Courageous Collaboration program received a Partnership Award, one of three awards presented by the ABA for programs that address and advance diversity within the profession. She expressed her gratitude for the award and commended the assistance from staff members Farrah Fite, Hannah Kiddoo and Sebrina Barrett. Mr. Ray Williams and the Board of Governors congratulated Ms. Tippin Cutler on the honor and on the recognition for the nationally recognized program that she developed. Ms. Tippin Cutler also noted that she has been invited to present the Courageous Collaboration program in Michigan and West Virginia and that one bar association has expressed an interest in duplicating the program.
Ms. Tippin Cutler reported that the annual review of The Missouri Bar’s Executive Director has been completed. She commended the members of the board for their participation in the review survey, noting that 97% participated. She further reported that the input and comments received as part of the review will serve to be extremely valuable for leadership and for Ms. Barrett. Ms. Tippin Cutler noted that the final report is forthcoming and will be circulated to the board.
Ms. Tippin Cutler reported that the Executive Committee met and will be convening a task force to work with Missouri’s State Public Defender Michael Barrett to identify solutions to alleviate the issues faced by the Missouri State Public Defender System. Among some of the specific areas that will be addressed early on will be refreshing The Missouri Bar message to key stakeholders including the Missouri Legislature, Missouri courts, court clerks and law enforcement. She noted that efforts will be made to maximize docket efficiencies at the circuit court level in relation to public defenders and consideration will be given to other ideas related to court efficiency that result from the work of the task force. She assured the board that the task force will be action-oriented and strive to develop tangible solutions that will be effective in addressing the issues of ensuring equal justice for the poor.
B. President-Elect’s Report
Mr. Morry Cole called attention to his written report which was provided in the board meeting materials.
C. Vice-President's Report
Mr. Ray Williams reported that he attended a government activities program presented by the National Conference of Bar Presidents that addressed key issues related to bar involvement in government-related activities. He further noted that the Keller Committee held an all-day meeting and engaged in an in-depth analysis of the issues as they relate to The Missouri Bar. He noted that a report will be provided to members of the board and will be discussed at the November meeting.
He commended Ms. Tippin Cutler on receiving the ABA Partnership Award and reported that The Missouri Bar’s 2016 Constitution Day program received an Emmy award. He noted that The Missouri Bar’s Constitution Day program is developed annually by the Bar’s Citizenship Education Department, under the direction of Millie Aulbur. He congratulated Ms. Aulbur on this honor, noting that Ms. Aulbur will be retiring from her position at The Missouri Bar at the end of this year. Ms. Sebrina Barrett also reported that Ms. Aulbur will receive a well-deserved Chief Justice’s Award commemorating her years of work and dedication to civics education in Missouri during the Judicial Conference Awards Breakfast being held tomorrow morning as part of the Annual Meeting.
D. Treasurer’s Report
Ms. Betsy AuBuchon reported that the Supreme Court of Missouri began a new session last week. She also reported that 506 recent law graduates were notified that they are eligible for admittance to the state bar and that enrollment ceremonies for new admittees are scheduled for September 28 in Jefferson City.
E. Executive Director's Report
(1) Mid-Year Reports of the Complaint Resolution, Lawyer-to-Lawyer Dispute Resolution and Fee Dispute Resolution Program
Ms. Barrett called attention to the reports provided in the meeting materials for the Complaint Resolution, Lawyer-to-Lawyer Dispute Resolution and Fee Dispute Resolution programs. She encouraged members of the board to review these reports.
(2) Media Articles
She also called attention to the media relations report provided in the board materials, noting that the report offers information on current social media and other communications activities. She also noted that President-Elect Morry Cole was in Columbia last week for the production of the 2017-18 Missouri Bar public service announcement (PSA). She reported that this PSA is expected to be available for viewing by the Board of Governors at the November meeting.
(3) Print Shop Remodel Update
Ms. Barrett reported that the remodeling of the Missouri Bar print shop building is well underway and is expected to be completed in the next couple of months. She noted that the roof of The Missouri Bar annex building needed replacement and that the exterior of that building is being painted to match the exterior of the print shop. She encouraged members of the board to view the improvements of both the annex building and the print shop when visiting The Missouri Bar headquarters.
(4) Annual Meeting Events
Ms. Sebrina Barrett gave a brief overview of the schedule of activities for the rest of the Annual Meeting and Judicial Conference including inviting members of the board to attend as many events and programs as possible. She specifically called attention to the Annual Meeting evening receptions; The Missouri Bar Foundation Fellows reception; the CLE plenary and track programming; and the two evening hospitality events hosted by the president and president-elect. She also acknowledged the work of the Annual Meeting Planning Committee in developing this year’s conference programming.
Ms. Barrett also thanked members of the Board of Governors for taking the time to complete the survey related to the Executive Director’s annual review, noting how much she appreciates the comments made and information conveyed as part of that process and encouraged members of the board to contact her at any time.
8. Acknowledgement of Retiring Board Members:
Ms. Dana Tippin Cutler offered comments and presented plaques honoring the retiring Board members for their service. The following Board members were recognized:
Nimrod Chapel, Jr.
Genevieve M. Frank
Jennifer E. Matthew
Joseph P. Rice, III
9. Acknowledgement of Outgoing President Dana Tippin Cutler:
Mr. Morry Cole recognized Missouri Bar President Dana Tippin Cutler for her leadership during the 2016-2017 bar year and her years of dedicated service as a member of the Board of Governors.
There being no further business, the meeting was adjourned.
Sebrina A. Barrett, Secretary