2017-2018 BOARD OF GOVERNORS MEETING
September 26, 2018
Hilton St. Louis at the Ballpark, St. Louis
Morry S. Cole, President
Raymond E. Williams, President-Elect
Thomas V. Bender, Vice-President
Dana Tippin Cutler, Immediate Past President
Betsy AuBuchon, Treasurer
Sebrina A. Barrett, Secretary
W. Perry Brandt
Michael J. Colona
Mark W. Comley
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
Lauren Tucker McCubbin
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:
Robert J. Buckley
Dr. Tony Simones
1. Welcome and Regional Spotlight:
Mr. Morry Cole welcomed newly elected members of the Board of Governors, members of the Leadership Academy, and guests in attendance. He noted that each meeting during the year features a spotlight on the practice of law in one area of the state and also features a treat from that area. Mr. Cole introduced Joe Morrey and Hon. Doug Thomson, who described the practice of law in northwest Missouri.
Mr. Morry Cole requested a motion to approve the minutes. It was moved and seconded to receive and approve the minutes of the Board of Governors meetings of July 13, 2018, and the minutes of the Executive Committee meetings of July 12, August 27 and September 10, 2018. The motion was approved.
3. Financial Report:
Judge Doug Thomson reported that The Missouri Bar remains in very good financial condition. He reported that 90% of annual revenues have been collected as of the reporting period ending August 31, 2018, and disbursements stand at 50%, approximately $500,000 less than the same period a year ago.
He reported that financial reserves continue to grow. He indicated that current disbursements are trending lower than budgeted for the current year.
Mr. Cole and the Board recognized Judge Thomson for his leadership and service as chair of the Finance Committee during the past five years, including the improvements he has instituted and the positive results these improvements have had on the financial status of The Missouri Bar. Judge Thomson commended The Missouri Bar accounting department staff for the expertise and support provided during his tenure as chair.
A. Update on 2018 Extraordinary and Veto Sessions and Other Items of Interest
Mr. Eric Jennings reported that the General Assembly did not override any of the gubernatorial vetos at the recent veto session. The House voted to override several budget line item vetoes, including funding for MSPD Juvenile Advocacy Offices, but the Senate did not take like action. There are indications that the legislature will work with the governor to include several of these items in a supplemental budget bill at the beginning of 2019. The legislature approved two bills during the extraordinary session. One was a reintroduction of the regular session treatment courts bill, which had been vetoed. The bill provides a statewide framework and standards for treatment court divisions. After the governor signs the bill, it will take effect 90 days after the adjournment of the extraordinary session (approximately mid-December).
Mr. Jennings will provide Board members with an e-mail update on election results after November 6.
B. Committee-Drafted Legislative Proposals for Approval (2019 Regular Session)
Action was requested on the three committee-drafted legislative proposals previously submitted to the Board of Governors for review and approval.
(1) Assignment for Benefit of Creditors (ABC) (2019-01)
This proposal, which was introduced during the 2018 legislative session, would amend Chapter 426, RSMo. This chapter was last updated in 1939 and because of its age is rarely ever used. The update would modernize the entire chapter, so it reflects current practices and common law and refashion it as a tool that can be used by practitioners.
(2) Qualified Spousal Trusts (2019-02)
Mr. Michael Magliari, chair of the Probate and Trust Division, presented this proposal, which would make a number of technical amendments to Section 456.950, RSMo, which was originally introduced and enacted in 2011. Mr. Magliari described the range of technical changes intended to (1) clarify the revocability of a Qualified Spousal Trust; (2) harmonize the terms in the statute with the bankruptcy code; and (3) clarify the funding of separate shares within a qualified spousal trust.
(3) Revised Missouri Decanting Statute (2019-03)
Mr. Magliari presented a legislative proposal to amend the existing Missouri Decanting Statute, making technical corrections, clarifications, and adopting various provisions of the Uniform Decanting Act and provisions relating to tax intended to clarify various points including adopting various provisions of the Uniform Decanting Act and provisions to address changes in tax law.
It was moved and seconded that the legislative proposals designated as 2019-01, 2019-02, 2019-03 were 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 legislative proposals 2019-01, 2019-02, 2019-03 for introduction to the 2019 General Assembly. The motion was approved by two-thirds of the members of the Board of Governors present and voting.
A. September Appointments
(1) Legal Service of Southern Missouri (LSSM) Board of Directors
Mr. Douglass Noland reported that the Appointments Committee recommends the appointment of Harry Styron to fill a vacancy on the LSSM Board of Directors and the reappointment of Newt Brill, Rob Palmer, Katie Anderson and David Rosener to the LSSM Board of Directors. It was moved and seconded to approve the recommendations. The motion was approved.
(2) Trustees of The Missouri Bar
Ms. Athena Dickson reported that Mr. Steve Newman’s second term is expiring and he is not eligible for reappointment. She reported that the Appointments Committee recommends the appointment of Mr. John Ruth to fill the vacancy. It was moved and seconded to approve the recommendation. The motion was approved.
6. Member Benefits:
Mr. Caleb Bourque from Member Benefits provided an update on the Missouri Bar Private Insurance Exchange and its performance over the past few years, noting that the program was launched in September 2015. These types of programs typically take two to three years to take hold, and he noted that the first big peak in enrollments for this plan happened last year. This growth is expected to continue during the open enrollment period for 2019. Medical and dental are usually the most popular products, especially with changes involving the option of association health plans and other products available.
He provided an overview of the strategic marketing plan implemented to communicate exchange services and options to members of The Missouri Bar, including educational webinars, mail, email and an extensive presence in the social media environment.
Mr. Bourque provided an overview of new options related to association health plans outlining key points related to the self-funded option through the fully insured option including steps involved in implementation, methods used to maintain level funded products, and legal expertise provided to work and negotiate favorable terms related to the different requirements of individual states.
7. Young Lawyers’ Section Update:
Ms. Jerri Zhang provided an overview of the service, educational, and lawyer outreach efforts of the Young Lawyers’ Section. She reported that the Section has traditionally served as the public service arm of The Missouri Bar.
She summarized examples of ongoing, future business and social activities of YLS. The YLS Council will hold its business meetings during the Annual Meeting. She reviewed YLS efforts related to advancing inclusion and diversity within the bar, including the addition of a diversity seat on the Council and social events around the state held in partnership with local diversity bars. She noted other outreach activities, including an annual tailgate event at MU and participation in biannual enrollment ceremonies to welcome new lawyers in the spring and fall.
She reported on a range of educational programs supported by the YLS, including the New Lawyer Practice Series at each Annual Meeting; a series of “Coffee and Core Concepts” webinars; and a live Discovery series presented in both St. Louis and Kansas City, in coordination with the MoBarCLE.
Ms. Zhang also described Section outreach efforts, citing participation in a program encouraging Washington University School of Law students to become involved in The Missouri Bar and offering resources for the successful transition from law school to law practice. She also reported on YLS involvement in civics education programming for high school students, most recently through participation in Constitution Day activities.
8. Supreme Court of Missouri Commission on Racial and Ethnic Fairness in the Courts & ABA Update:
Ms. Dana Tippin Cutler provided a report on the Supreme Court of Missouri’s Commission on Racial and Ethnic Fairness, noting that the commission has now been in place for three years. She reported on the current and future work of the commission’s initial committees – Division System, Civil Justice System, Criminal Justice System, Municipal Court Justice System and Practice of Law. Two additional committees have been added to support the work of the original committees. They are a Public Engagement Committee and a Data Gathering Committee. Julie Lawson has been hired as Executive Director, and it is anticipated that an annual report will be released by the end of 2018.
9. Officer’s Reports:
A. President’s Report
(1) Protest Procedure Terminology
Mr. Cole reported that, as part of this year’s focus on best practices, the Executive Committee recommends a revision to The Missouri Bar’s protest and refund procedure, utilizing the correct terminology of “enrollment fees” throughout the procedure, to mirror Supreme Court Rule 6.01. It was moved and seconded to approve the recommendation. The motion was approved.
(2) Joint Meeting of The Missouri Bar and YLS Executive Committee
Mr. Cole also reported that the Fiscal Operating Policy and Procedures contain a provision calling for an annual joint meeting of The Missouri Bar and YLS Executive Committees to coordinate Missouri Bar programs and activities [7.F.(1)] He noted that such a meeting has not taken place in more than a decade and recommends removing this provision from the procedures. It was moved and seconded to approve the recommendation. The motion was approved.
(3) Enrollment Ceremonies
Mr. Cole reported that he participated in enrollment ceremonies at the Supreme Court of Missouri last week, joining the judges of the Supreme Court of Missouri and officials from the Missouri Board of Law Examiners to swear-in and welcome the new lawyers as members of The Missouri Bar.
(4) Excellence in Legal Journalism Awards
Mr. Cole reported that he spoke at the Missouri Press Association’s Annual Convention and Awards Luncheon on September 15 and presented Missouri Bar Excellence in Journalism awards.
B. President-Elect’s Report
Mr. Ray Williams reported on recent events and activities in which he has been involved, including last week’s enrollment ceremonies at the Supreme Court of Missouri, the Solo and Small Firm Conference Planning Committee meeting at Lake of the Ozarks, and the YLS tailgate at University of Missouri.
He reported that leadership transition activities were taking place, and he encouraged all members of the Board of Governors to share any thoughts and ideas with him.
C. Vice President’s Report
Mr. Tom Bender commended the work that President Morry Cole has done throughout his year as president to maintain and increase the public’s faith and confidence in the judicial branch of government. He and the Board of Governors recognized Mr. Cole’s leadership during the past year as president.
D. Treasurer’s Report
Ms. Betsy AuBuchon reported that the Supreme Court of Missouri adopted or amended several rules as recommended by the Board of Governors of The Missouri Bar. The military spouse rule, also recommended and drafted by the Missouri Board of Law Examiners, was adopted. It modifies licensure requirements for lawyer spouses of active duty military personnel in Missouri due to orders and will go into effect on January 1, 2019. The Court adopted changes related to the trust account rules, allowing the more efficient handling of some fees and positively impacting the business practices of solo and smaller firm lawyers in particular. Approximately 400 new attorneys were sworn in at the enrollment ceremonies held last week. Many judges and circuit clerks will be on the ballot in November, noting that as many as thirty-five new circuit clerks are anticipated since a significant number of incumbents chose not to run for reelection. As a result, the Court is anticipating an increased need for educational programming.
E. Executive Director’s Report
(1) Media Relations Projects and Metrics
Ms. Sebrina Barrett called attention to several reports provided in the meeting materials, including website analytics, public service announcements, and social media metrics, noting that this report includes an update on the involvement of board members to enhance Missouri Bar social media communication.
(2) Online Enrollment Fee Application Update
Ms. Barrett reported that approximately eighty percent of members will have filed their annual MCLE report online this year, while a smaller percentage are utilizing the online credit card option for their payment of annual enrollment fees. She introduced Chief Technology Officer Jason Cecil to report on efforts to develop a new online enrollment fee application in time for the 2019 fee cycle. Mr. Cecil explained that the current online enrollment application, which was developed approximately 10 years ago, is increasingly more difficult to maintain and more challenging to interface with our upgraded version of the member database. This summer, development began on a project to completely replace our current online application, and this project is nearing completion, with testing scheduled to begin this month. The new online enrollment fee application is slated to go live in November. In addition to solving the interface issues with our upgraded member database, the new application will offer members an eCheck payment option, allowing members to pay enrollment fees online for a convenience fee of just $.50, compared to the current convenience fee of 2.15% or approximately $8.80 when using a credit card. The new application will adopt the layout and design of our new Practice Portal and utilize the same username and password login, incorporating a single common member login for Missouri Bar applications, such as the enrollment fee application, Practice Portal, MCLE, Fastcase, MoBarCLE, etc.
(3) Midyear Reports
Ms. Barrett also called attention to the mid-year reports of the Complaint Resolution, Fee Dispute Resolution and the Lawyer-to-Lawyer Dispute Resolution Programs, which were provided in the meeting materials.
(4) Director’s Spotlight
Mr. Lucas Boling provided an overview of the Membership Services/CLE Department, explaining that the two departments were recently combined. The combined departments have a dedicated staff of eleven who focus on high-quality programming and exceptional customer service for members of The Missouri Bar. The Membership Services portion of the department includes direct member assistance provided for a wide range of issues and members needs on a daily basis; direct member benefits and discounts provided cooperation with third-party partners; and the development and implementation of the very popular annual Solo and Small Firm Conference. This area of the combined department also offers a wide range of resources for lawyers, including an extensive law practice management library, a wide range of forms including sample fee agreements, resources on disaster planning and succession planning, as well as administering three dispute resolution programs: (1) Complaint Resolution Program; (2) Fee Dispute Resolution; and (3) Lawyer-to-Lawyer Dispute Resolution. All of these dispute resolution programs are free to members and participation is voluntary. The Bar Plan generously provides partial funding for two of the programs.
Mr. Boling noted that eight of the eleven staff members in the combined department are dedicated to CLE publications and CLE programs. CLE publications offers fifty-six different titles in either deskbook or guidebook form, offering attorney resources specific to the practice of Missouri lawyers and not available anywhere else.
CLE programs produce approximately 540 educational events per year, which include live, online, and CLE program replays. Also, this department takes the lead in the development of conferences in conjunction with the Family Law Section and several MoBar Committees, as well as producing The Missouri Bar’s only tech-focused conference, lexPort, which is held in October each year. MoBarCLE programs have more than 10,000 attendees each year and have more than 700 lawyers who assist in presenting programs. He described the increasingly competitive and ever-changing CLE program landscape, noting that MoBarCLE department is required to breakeven each year, including paying for Missouri Bar overhead costs. He noted that, to successfully compete in this environment, this department has developed its own branding with a focus on programming that is “Relevant, Researched, and Respected.” He called attention to the web presence associated with these branding initiatives.
10. Executive Session:
A motion was made, seconded and approved to go into executive session. After discussion, a motion was made, seconded and approved to leave executive session.
11. Acknowledgement of Retiring Board Members:
Mr. Morry Cole offered comments and presented plaques honoring the retiring Board members for their service. The following members were recognized: Dana Tippin Cutler, Hon. J. B. Lasater, Joel R. Elmer and Jerri J. Zhang.
12. Acknowledgement of Outgoing President Morry Cole:
Mr. Ray Williams recognized Missouri Bar President Morry Cole for his leadership during the 2018-2019 bar year and for his years of dedicated service as a member of the Missouri Bar.
There being no further business, the meeting was adjourned.
Sebrina A. Barrett, Secretary