October 26, 2009

 

Elyse Farnsworth
Section Services Director
Minnesota State Bar Association
600 Nicollet Mall, Suite 380
Minneapolis, MN  55402

RE:       Application for Section Status for the Corporate Counsel Association of Minnesota

Dear Ms. Farnsworth:

Per MSBA Bylaw 10.1, please find the following information and attachments regarding the Corporate Counsel Association of Minnesota’s formal request and application for Section status with the Minnesota State Bar Association.  The letters in the alphabetized list correspond to the same list of requirements under MSBA Bylaw 10.1 (a-f):

(a)   The field of law to which our Section would be dedicated will be the legal knowledge and actions of an in-house corporate counsel operating in Minnesota;

(b)   The proposed section desires to (1) educate its members on information regarding in-house corporate counsel work in Minnesota, (2) provide its members with opportunity to build contacts, and (3) improve our members’ legal knowledge of acting as corporate counsel;

(c)    Please find attached a word document titled: CCA of MN SECTION Bylaws which provides our proposed bylaws;

(d)   Please find attached two (2) Excel documents titled: Corporate Counsel Budget 09_10 and Corporate Counsel Budget 10_11 which provides our budget information;

(e)   We currently have 430 members of our association; our current Board of Directors voted unanimously to apply for Section status; there were 72 MSBA members which signed the petition to approve us for Section status: please find attached the Excel document titled: CCA of MN Petition List which provides the list of all members who signed; AND

(f)    Please find attached a word document titled: CCA of MN Officers and Directors which provides the complete list of Officers and Directors of our association.

If you have any questions regarding this application or otherwise, please contact me directly at (612) 746-1933.

Regards,

/s/ Ryan Kaplan

Ryan D. Kaplan
President of the Corporate Counsel Association of Minnesota

 


Corporate Counsel Association Officers 2009 - 2010

Ryan Kaplan, President

Hanna Wolf, Vice President and Secretary

Frederick Dawe, Treasurer

 

Corporate Counsel Association Board of Directors 2009 - 2010

Candice Ciresi

Frederick Dawe

Cindy Eidnes

Ryan Kaplan

Les Novak

Joseph Roach

Mike Schechter

Sandy Wiese

Hanna Wolf

 


As agreed to automatically be adopted upon achieving Section status

 

 

BY-LAWS

 

of the

 

CORPORATE COUNSEL SECTION OF THE

MINNESOTA STATE BAR ASSOCIATION

(“Bylaws”)

 

ARTICLE I

 

MEMBERSHIP

 

 

§1.1 Membership. Any member of the Minnesota State Bar Association may become a member of this section upon the payment of membership dues.

 

§1.2 Annual Meeting. The annual meeting of the Members shall be held on or before June 30 of each year and at such time as shall be fixed by the Governing Council, for the purpose of transacting such business as may come before the meeting.

 

§1.3 Special Meetings. Special meetings of the Members, for any purpose or purposes, may be called by the Chair, any three members of the Governing Council, or any three members. 

 

§1.4 Place of Meeting. The Governing Council may designate any place, either within or without the State of Minnesota, as the place of meeting for any annual meeting or for any special meeting called by the Governing Council.

 

§1.5 Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than seven days before the date of the meeting, either personally or by mail, by or at the discretion of the Chair, or the Secretary, or the Officer or other persons calling the meeting, to each Member of record entitled to vote at such meeting.

 

§1.6 Quorum. Ten percent (10%) of the Members of the Section shall constitute a quorum at a meeting of Members. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum.

 

ARTICLE II

GOVERNING COUNCIL

§2.1 General Powers. The business and affairs of the Section shall be managed by its Governing Council.

 

§2.2 Number, Tenure and Qualifications. The number of Council Members shall be that number specified from time to time by the Governing Counsel, but not less than three. Each Council Member shall serve for a term of three years, unless otherwise specified by the Governing Council at the time of such Council Member’s election. All Council Members shall be Members of the Section.

 

§2.3 Election and Removal. Council Members shall be elected at any meeting of the Governing Council to replace those Council Members whose terms have expired or are about to expire. Any Council Member or the entire Governing Council may be removed by the Members at any Special Meeting of the Members called for such purpose, and at such meeting the members may elect Council Members to replace those removed.

 

§2.4 Regular Meetings. Regular meetings of the Governing Council shall be held immediately after, and at the same place as, each luncheon seminar sponsored by the Section.  The Governing Council may provide, by resolution, the time and place for the holding of additional meetings without other notice than such resolution.

 

§2.5 Special Meetings. Special meetings of the Governing Council may be called by or at the request of the Chair or any two Council Members.

 

§2.6 Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice given by mail, or by facsimile transmission, to each Council Member at his or her business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. Any Council Member may waive notice of any meeting. The attendance of a Council Member at a meeting shall constitute a waiver of notice of such meeting, except where a Council Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Governing Council need be specified in the notice or waiver of notice of such meeting.

 

§2.7 Quorum. One-third of the number of Council Members then in office shall constitute a quorum for the transaction of business at any meeting of the Governing Council.

 

§2.8 Manner of Acting. The act of the majority of the Council Members present at a meeting at which a quorum is present shall be the act of the Governing Council.

 

§2.9 Action Without a Meeting. Any action required or permitted to be taken by the Governing Council at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Council Members.

 

§2.10 Vacancies. Any vacancy occurring in the Governing Council may be filled by the affirmative vote of a majority of the remaining Council Members though less than a quorum of the Governing Council. A Council Member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any Council seat to be filled by reason of an increase in the number of Council Members may be filled by election by the Governing Council for a term of office set by the Governing Council.

 

ARTICLE III

OFFICERS

§3.1 Number. The Officers of the Section shall be a Chair, a Chair-elect, one or more Vice-Chairs (the number thereof to be determined by the Governing Council), a Secretary, and a Treasurer, each of whom shall be elected by the Governing Council. Such other Officers and assistant Officers as may be deemed necessary may be elected or appointed by the Governing Council. Any two or more officers may be held by the same person, except the Offices of Chair and Secretary.

 

§3.2 Election and Term of Office. The Officers of the Section to be elected by the Governing Council shall be elected annually by the Governing Council at the meeting of the Governing Council held to elect Council Members to replace Council Members whose terms have expired or are about to expire. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as possible. Each Officer shall hold office until his or her successor shall have been duly elected or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.

 

§3.3 Removal. Any Officer or agent may be removed by the Governing Council whenever in its judgment the best interests of the Section will be served thereby.

 

§3.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Governing Council for the unexpired portion of the term.


§3.5 Chair. The Chair shall, subject to the control of the Governing Council, supervise and control the business and affairs of the Section. He or she shall, when present, preside at all meetings of the Members and of the Governing Council. He or she may sign, with the Secretary or any other proper Officer of the Section thereunto authorized by the Governing Council, any instruments which the Governing Council has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Governing Council or by these By-laws to some other Officer or agent of the Section, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of Chair and such other duties as may be prescribed by the Governing Council from time to time.

 

§3.6 Chair-Elect. In the absence of the Chair or in the event of his or her death, inability or refusal to act, the Chair-Elect shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. The Chair-Elect shall perform such other duties as from time to time may be assigned to him or her by the Chair or by the Governing Council.

 

§3.7 Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the Members and of the Governing Council in one or more books provided for that purpose; (b) if requested by the Chair, see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; (C) be custodian of the Section records; (d) in general perform all duties incident to the office of Secretary and such other duties as form time to time may be assigned to him or her by the Chair or by the Governing Council.

 

§3.8 Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds of the Section; (b) receive and give receipts for moneys due and payable to the Section from any source whatsoever, and deposit all such moneys in the name of the Section in such banks or other depositaries as shall be selected in accordance with the provisions of Article IV of these By-laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Chair or by the Governing Council.

 

ARTICLE IV

CONTRACTS, LOANS, CHECKS AND DEPOSITS

§4.1 Contracts. The Governing Council may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Section, and such authority may be general or confined to specific instances.

 

§4.2 Loans. No loans shall be contracted on behalf of the Section and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Governing Council.  Such authority shall be confined to specific instances.

 

§4.3 Checks. Drafts. etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Section shall be signed by such Officer or Officers, agent or agents of the Section and in such manner as shall from time to time be determined by resolution of the Governing Council.

 

§4.4 Deposits. All funds of the Section not otherwise employed shall be deposited from time to time to the credit of the Section in such banks or other depositaries as the Governing Council may select.


ARTICLE V

FISCAL YEAR

         The fiscal year of the Section shall begin on the first day of July and end on the thirtieth day of June in each year.

 

ARTICLE VI

AMENDMENTS

The By-Laws of this Section may be amended only at any annual or special meeting of the Governing Council, provided written notice of the time, place and purpose of the meeting and the text of the proposed amendment is mailed to all members of the Section in good standing, at least 10 days prior to the date of the meeting.  Any amendment shall be submitted to the Assembly of the Minnesota State Bar Association and become effective when approved by that Board.

 

ARTICLE VII

COMMITTEES

The Governing Council may provide for such committees as in their opinion are necessary or desirable.


 

Corpoarate Counsel

 

 

 

 

 

 

 

 

 

 

 

 

Actual*

Budget

 

 

 

 

June 30, 2009

FY 09-10

 

 Beginning Cash Balance

       44,748.54

       31,439.25

 

 

 

 

 

 

 

 REVENUES

 

 

 

 

 Membership Dues**

 

       10,630.00

                  -  

 

 Meeting Fees

 

        4,460.00

                  -  

 

 Other

 

 

 

 

 

 

 

 

 

 

 

 Total Revenues

 

       15,090.00

                  -  

 

 

 

 

 

 

 

 

 

 

 

 

 

 EXPENSES

 

 

 

 

 

 

 

 

 

 

 MSBA Internal Section Invoices

           706.38

                  -  

 

 Catering

 

 

        2,418.61

                  -  

 

 Printing

 

 

                  -  

                  -  

 

 Mailing Service

 

                  -  

                  -  

 

 Refunds/Reimbursements

       25,028.89

                  -  

 

 In-House Charges

 

               2.69

                  -  

 

 Administrative Fee

 

           104.87

                  -  

 

 Miscellaneous/Other

           137.85

                  -  

 

 

 

 

 

 

 

 

 

 

 

 

 

 Total Expenses

 

       28,399.29

                  -  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Ending Cash Balance

       31,439.25

       31,439.25

 

 

 

 

 

 

 

 

 

 

 

 

 

*The Actual is an estimate based on the previous year's budget.

 

**The membership dues is based on no growth or change to the current $31/member annual fee.

 

 

 

 

 

 

 


 

Corpoarate Counsel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actual*

Budget

 

 

 

 

 

 

June 30, 2010

FY 10-11

 

 

 

 Beginning Cash Balance

       44,748.54

       31,439.25

 

 

 

 

 

 

 

 

 

 

 

 REVENUES

 

 

 

 

 

 

 Membership Dues **

       10,630.00

                  -  

 

 

 

 Meeting Fees

 

        4,460.00

                  -  

 

 

 

 Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Total Revenues

 

       15,090.00

                  -  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 MSBA Internal Section Invoices

           706.38

                  -  

 

 

 

 Catering

 

 

        2,418.61

                  -  

 

 

 

 Printing

 

 

                  -  

                  -  

 

 

 

 Mailing Service

 

                  -  

                  -  

 

 

 

 Refunds/Reimbursements

       25,028.89

                  -  

 

 

 

 In-House Charges

 

               2.69

                  -  

 

 

 

 Administrative Fee

 

           104.87

                  -  

 

 

 

 Miscellaneous/Other

           137.85

                  -  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Total Expenses

 

       28,399.29

                  -  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Ending Cash Balance

       31,439.25

       31,439.25

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* The Actual is an estimate based on the previous year's budget. 

 

 

 

** The membership dues is based on no growth or change to the current $31/member annual fee.