MINUTES
2015-2016 BOARD OF GOVERNORS MEETING
September 21, 2016
Lodge of Four Seasons, Lake Ozark
Members present:
Erik A. Bergmanis, President
Dana Tippin Cutler, President-Elect
Nancy R. Mogab, Vice-President
Reuben Shelton, Immediate Past President
Sebrina A. Barrett, Secretary
Bevy A. Beimdiek
Thomas V. Bender
Amy Bender-Levy
Suzanne B. Bradley
W. Perry Brandt
Robert J. Buckley
Rod T. Chapel, Jr.
Nicole Colbert-Botchway
Morry S. Cole
Hon. Charles Curless
Deborah K. Dodge
J. Brent Dulle
Joel R. Elmer
Genevieve M. Frank
John W. Grimm
James H. Guest
John R. Gunn
Amanda Ketchum
Hon. John F. Kintz
J. B. Lasater
Gregg F. Lombardi
Jennifer E. Matthew
Karen McCarthy
James McConnell
Mira Mdivani
Max E. Mitchell
Douglass F. Noland
Jason Paulsmeyer
John E. Price
Jason Rew
Joseph P. Rice, III
Tricia M. Scaglia
Deanna K. Scott
Joan M. Swartz
Hon. W. Douglas Thomson
Raymond E. Williams
Eric J. Wulff
Members absent:
Mark W. Comley
Edward J. Hershewe
Robert S. Kenney
Present by telephone:
Lauren Tucker McCubbin
Also present:
Millie Aulbur
Lucas Boling
Gordon Brown
Anne Chambers
Danelle Cord
Farrah Fite
Brian Hamburg
Kent Hopper
Chris Janku
Eric Jennings
Daniel Kolde
Michael Magliari
Jeff Markway
Michael D. Mulligan
Cindy Neagle
Debra K. Schuster
Delores Shepherd
Robert Stoeckl
Bill Thompson
Reginald Turnbull
Eric Wilson
1. Welcome and Introduction of New Board Members:
Mr. Erik Bergmanis welcomed the new Board members taking their seats at the conclusion of this meeting, noting that the newly elected members are Michael Colona, Athena Dickson, Shelly Dreyer, Robert Jones, Andrew Lyskowski, Joseph Morrey, Hon. Jason Sengheiser, and Jerri Zhang.
2. Minutes:
Mr. Bergmanis called for a motion to approve the minutes. It was moved and seconded to approve the minutes from the Executive Committee meeting of July 14, 2016 and Board of Governors meeting of July 15, 2016.
3. Finances:
Judge Douglas Thomson provided the financial report, noting that approximately 86% of receipts have been received and approximately 47.4 percent of budgeted expenses have been disbursed as of July 31, 2016. He reported that receipts are mainly from annual enrollment fees collected, CLE and CLE publications. Judge Thomson noted that revenue for CLE programs and CLE publications are down at this point. He further reported that estimated expenses related to printing are on target at about 57 percent of budget as of July 31. He noted that if the estimates remain on target, the transition to outsource the printing operations will result in a savings of approximately $200,000 compared to the printing expense for the same time last year. He reported that assets were at approximately $10.4 million at this same time last year and currently stand at approximately $12.4 million as of the reporting period. He concluded by reporting that a goal was established last year to increase investments from approximately $4.5 million to approximately $8 million and that goal has been met.
4. Legislation:
A. Legislative Update
Mr. Eric Jennings provided a brief verbal summary highlighting select actions taken during the recent veto session. He cited a written report from Government Relations Counsel previously circulated to members of the Board, which provided a more detailed account. Mr. Jennings reported that during the veto session, the General Assembly overrode 13 vetoes and seven vetoes were sustained. He reported that the vetoes of two bills of note were overridden: a measure dealing with voter photo identification (Senate Bill 656) and an omnibus firearms measure (House Bill 1631). He further reported that the vetoes of the expert witness measure (Senate Bill 591) and the measure dealing with the collateral source rule (Senate Bill 847) had been sustained, as neither had received the required two-thirds vote in each chamber necessary for an override. In conclusion, he noted that no action had been taken during the veto session on any of the appropriation line items, leaving in place the governor’s line item vetoes and expenditure restrictions (“withholds”). Mr. Eric Wilson introduced the presenters for proposed legislation submitted by Bar committees needing action by the Board of Governors.
B. Bar Committee-Drafted Legislation for Approval
(1) Designated Health Care Decision-Maker Act (2017-01)
On behalf of the Probate & Trust Division, Estate Planning & Probate Administration Law Committee and Elder Law Committee, Ms. Debra K. Schuster presented proposed legislation to provide a process for the statutory identification of a “designated health care decision-maker,” who would be authorized to make health care decisions. Ms. Schuster reported that this bill, which had been introduced in 2014 and 2015, remained fundamentally the same as the version approved in prior years as Bar-drafted legislation, with amendments accepted by the sponsor as part of the legislative process, based on input from groups with interests related to these matters. It was moved, with a second, to find those Bar-drafted provisions in the revised proposal (House Bill 2502 – 2016) to be within the Bar’s legislative scope, reaffirming the scope determination the past two years. The motion was adopted by two-thirds of the members of the Board of Governors present and voting. The Executive Committee recommended that those provisions found to be within scope be approved for introduction and support during the 2017 legislative session, with the support being limited to those provisions only. It was so moved, with a second, and the motion was adopted by two-thirds of the members of the Board of Governors present and voting.
(2) Trust Protector Act (2017-02)
On behalf of the Probate & Trust Division, Estate Planning & Probate Administration Law Committee, Mr. Michael Magliari presented proposed legislation to amend 456.8-808, RSMo, regarding trust protector-directed trusts. It was moved, with a second, that the proposed legislation was within the Bar’s legislative scope. The motion was adopted by two-thirds of the members of the Board of Governors present and voting. It was moved, with a second, to approve the legislation for introduction during the 2017 legislative session. The motion was adopted by two-thirds of the members of the Board of Governors present and voting.
(3) Revised Uniform Fiduciary Access to Digital Assets Act (RFADAA) (2017-03)
On behalf of the Probate & Trust Division, Estate Planning & Probate Administration Law Committee, Mr. Brian Hamburg presented proposed legislation to provide fiduciaries the legal authority to manage digital assets and electronic communication in the same way they manage tangible assets and financial accounts. It would also give custodians of digital assets and electronic communication legal authority to deal with the fiduciaries of their users, while respecting the user’s reasonable expectation of privacy for personal communications. It was moved, with a second, that the proposed legislation was within the Bar’s legislative scope. The motion was adopted by two-thirds of the members of the Board of Governors present and voting. It was moved, with a second, to approve the legislation for introduction during the 2017 legislative session. The motion was adopted by two-thirds of the members of the Board of Governors present and voting.
(4) Orders of Protection – Animal Law (2017-04)
On behalf of the Animal Law Committee, Mr. Daniel Kolde presented proposed legislation to amend 455.010(1), RSMo, by adding “intimidation” to the list of actions constituting “abuse” and defining intimidation as “knowingly, purposefully or recklessly injuring or killing an animal when such act is used as a method of coercion, control, punishment, intimidation, or revenge directed against a household member.” It would also amend 455.050.3, RSMo, to allow protective orders to cover animals and direct the care, custody and control of those animals. No action was taken for lack of a motion on legislative scope determination.
(5) Witnessing of Wills (2017-05)
On behalf of the Probate & Trust Division, Estate Planning & Probate Administration Law Committee, Mr. Michael D. Mulligan presented proposed legislation to provide an alternative to the present rule requiring that there be two witnesses to a will, adding execution of a will in the presence of a notary public as a method to validly execute a will. It was moved, with a second, that the proposed legislation 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, with a second, to disapprove the legislation for introduction during the 2017 legislative session. The motion to disapprove was adopted by two-thirds of the members of the Board of Governors present and voting.
(6) Qualified Spousal Trusts – Exemption From Attachment (2017-06)
On behalf of the Probate & Trust Division, Estate Planning & Probate Administration Law Committee, Mr. Magliari presented proposed legislation to amend 456.950, RSMo, to clarify the revocability of a qualified spousal trust, harmonize the terms in the statute with the bankruptcy code following the decision in In re Benn, 491 F3d. 811 (8th Cir. 2007), and clarify the funding of separate shares within a QST. It was moved, with a second, that the proposed legislation was within the Bar’s legislative scope. The motion was adopted by two-thirds of the members of the Board of Governors present and voting. It was moved, with a second, to approve the proposed legislation for introduction during the 2017 legislative session. The motion was adopted by two-thirds of the members of the Board of Governors present and voting.
(7) Guardianship – Chapter 475 Revision & Reorganization (2017-07)
On behalf of the Probate & Trust Division, Estate Planning & Probate Administration Law Committee (Guardianship Reform Task Force), Mr. Reginald H. Turnbull presented statutory revisions to Chapter 475 (Guardianship Code), addressing issues related to capacity, addressing gaps and inconsistencies perceived in the law by the drafters and intended to improve the statute’s organization and readability.
It was moved, with a second, that the proposed legislation was within the Bar’s legislative scope. The motion was adopted by two-thirds of the members of the Board of Governors present and voting. It was moved, with a second, to disapprove the legislation for introduction during the 2017 legislative session. The motion to disapprove was adopted by two-thirds of the members of the Board of Governors present and voting.
5. Appointments:
A. September Appointments
(1) Trustees of The Missouri Bar
Ms. Tricia Scaglia reported that Mr. Jack Kilroy’s first term is expiring and he is not seeking reappointment. Ms. Scaglia provided the list of seven nominees for the three-year term as a Trustee and reported that the Appointments Committee recommends the appointment of Hon. Ann Mesle of Kansas City to fill the vacancy. It was moved and seconded to approve the appointment as recommended. The motion was approved.
(2) Southern Missouri Legal Services Board of Directors
Mr. Eric Wulff reported that the Appointments Committee worked with Legal Services of Southern Missouri (LSSM) regarding issues related to the terms of Missouri Bar approved appointments to the LSSM Board. Mr. Wulff noted that a review discovered that appointments were made out of sequence with LSSM policies and bylaws and that the Appointments Committee recommends the following reappointments be made to rectify these issues by aligning these appointee terms with the proper sequence.
(1) Reappoint the following members of the Board of Legal Services of Southern Missouri effective in 2012 with their terms expiring in 2018: Newt Brill, Frank Scheitzer, Jerry Redfern, Matt Trokey and Bill Morgan.
(2) Reappoint the following members of the Board of Legal Services of Southern Missouri effective in 2014 with their terms expiring in 2020: Mary Boner, Fred Hall, Joseph Murray, James Crump and Terry McVey.
(3) Reappoint the following members of the Board of Legal Services of Southern Missouri effective in 2016 with their terms expiring in 2022: Joe Johnson, Becky Burke, Craig Heidemann and Christine Hutson.
It was moved and seconded to approve the reappointments with the effective dates and terms as recommended. The motion was approved. Ms. Deanna Scott abstained.
(3) Missouri State Juvenile Justice Advisory Board
Ms. Tricia Scaglia reported that a new 15-member Missouri State Juvenile Justice Advisory Board has been established by statute under 211.355, RSMo and that this recently enacted legislation provides that The Missouri Bar shall make two appointees to the Board. She explained that under the statute, one of The Missouri Bar appointees shall be a guardian ad litem and the other an attorney representing parent’s interests. Ms. Scaglia listed the 14 nominees for these appointments and reported that the Appointments Committee recommends Mr. William C. Ellis from Columbia to fill the GAL appointment for a four-year term. It was moved and seconded to approve the appointment as recommended. The motion was approved. Ms. Scaglia further reported that the Appointments Committee recommends Mr. John Richard Byrd of St. Louis County to fill the lawyer position for a four-year term. It was moved and seconded to approve the appointment as recommended. The motion was approved.
B. November Appointments
Mr. Bergmanis called attention to upcoming appointments scheduled for action at the meeting of the Board of Governors in November, noting that appointments are expected for the Client Security Fund Committee and the Complaint Resolution Committee.
6. Officers’ Reports:
A. President’s Report
Mr. Bergmanis thanked members of the Board of Governors for giving him the opportunity to have served as president of The Missouri Bar during the past year. He expressed that serving in this leadership position has been a privilege and honor. He also invited members to attend a hospitality hosted in his suite following the opening reception this evening.
Mr. Bergmanis also commended the work of the Complex Litigation Task Force, noting that a report is expected from that group in November.
B. President-Elect’s Report
Ms. Tippin Cutler reported on key areas that she plans to focus on during the 2016-17 bar year, including the following:
• Completing the update of the strategic plan.
• Identifying and budgeting for the technology needs identified in the recently completed IT audit.
• Launching CLE by the Sea, an out-of-state CLE program opportunity for members in January.
• Hosting the Southern Conference of Bar Presidents at Big Cedar Lodge in October.
• Continuing the piloting of the four Board committees – Strategic Planning, Appointments, Assessment and Resources with the intention of approval as permanent committees in the summer.
• Anticipating the month of Courageous Collaboration in February with more details to come.
C. Vice-President’s Report
Ms. Nancy Mogab encouraged members of the Board of Governors to share any thoughts and ideas with her as she begins considering her areas of focus for next bar year. She also thanked members of the Board of Governors from the St. Louis and Eastern District of Missouri for their work in continuing to develop and implement the Mini Law School. She noted that the Mini Law School will be moved from Saint Louis University School of Law to the St. Louis County Council in Clayton and thanked Genevieve Frank for helping to make the new venue possible. She noted that the upcoming program includes many interesting topics and is expected draw more than 100 attendees.
D. Treasurer’s Report
Mr. Bill Thompson expressed appreciation to the Board of Governors for approving the use of electronic voting in this year’s Board of Governors elections. He noted that the electronic voting offered significant efficiencies in the election process and encouraged members of the Board of Governors to share any comments regarding problems, refinements or other suggestions related to the process with his office. Mr. Thompson noted his upcoming retirement at the end of the year and requested that the Board of Governors consider authorizing the signatory authority over bank accounts with Central Bank as Treasurer of The Missouri Bar to his successor Betsy AuBuchon during the transition period, rather than waiting until the end of the year. It was moved and seconded to approve a Corporate Resolution granting signature authority to Betsy AuBuchon for accounts of The Missouri Bar
at Central Bank effective November 1, 2016. The motion was approved.
E. Executive Director’s Report
Ms. Sebrina Barrett called attention to mid-year reports of the Complaint Resolution, Lawyer-to-Lawyer, and the Dispute Resolution and Fee Dispute Resolution Programs included in the Board packet and she encouraged everyone to review the reports. Ms. Barrett also reported that the Fellows of The Missouri Bar Foundation will host a reception at 5 p.m. and that all members of the Board of Governors are invited to attend this opportunity to socialize and learn more about becoming a Fellow. She further noted that the opening reception for the Annual Meeting will be at 6 p.m. and encouraged board members to attend. She reported that Tesla will be on hand offering “test rides” in their vehicles for reception attendees who are interested. She also reported that the Best of Missouri reception will be held Thursday night in the Japanese garden areas overlooking the lake and Mr. Bergmanis noted that Marine Max will have a variety of luxury boats on hand to provide rides on the lake to reception-goers.
Ms. Barrett provided an update on the remodel of The Missouri Bar print shop, noting that the Trustees of The Missouri Bar are moving forward and will begin accepting bids for the project with the professional assistance of the architect used for the addition of the third floor space of The Missouri Bar Center.
Ms. Barrett called attention to the packet of media articles included in the board meeting materials and encouraged members of the Board to review this information.
7. Strategic Planning Committee:
Ms. Tippin Cutler reported that the Board Strategic Planning Committee has completed the RFP process to identify a strategic planning consultant. She noted that six proposals were received and the members of the committee conducted a review and scoring evaluation process. She reported that Solid Ground Planning was selected for recommendation to the Board of Governors. She noted that this company has provided similar services to other integrated bar associations including California, Arizona and Oregon, and that they were also recommended by the ABA Division of Bar Services. She further reported that the company received excellent ratings during reference checks. She noted that they were also distinguished from other consulting firms for their involvement of the board in the process as well as their practice of ongoing involvement during implementation. It was moved and seconded to approve the consultant recommendation of the Strategic Planning Committee. The motion was approved.
8. Acknowledgement of Citizens Advisory Task Force Members:
Mr. Bergmanis acknowledged the work and efforts of the members of the Citizens Advisory Task Force: Gordon Brown, Michelle Kratofil and Dr. Johnny Washington.
9. Acknowledgement of Retiring Board Members:
Mr. Erik Bergmanis offered comments and presented plaques honoring the retiring Board members for their service on the Board of Governors. The following Board members were recognized:
Bevy A. Beimdiek
Suzanne Bocell Bradley
Hon. Nicole Colbert-Botchway
Edward J. Hershewe
Robert S. Kenney
Hon. John F. Kintz
Gregg F. Lombardi
Reuben Shelton
10. Acknowledgement of Outgoing President Bergmanis:
Ms. Dana Tippin Cutler recognized Missouri Bar President Erik Bergmanis for his leadership during the 2015-2016 bar year.
11. Executive Session:
Mr. Erik Bergmanis reported that the Board of Governors needed to go into a brief executive session. It was moved and seconded to allow the newly elected members of the Board of Governors present to attend the executive session. The motion was approved. It was moved and seconded to go into executive session. The motion was approved. At the end of the executive session, it was moved and seconded to end the executive session. The motion was approved.
There being no further business, the meeting was adjourned.
Respectfully submitted,
___________________________________
Sebrina A. Barrett, Secretary