State Bar




The meeting was called to order at 12:30 p.m. Friday, December 11, 2009, at the Minnesota CLE Conference Center. President Leo Brisbois presided, with Secretary Robert Enger recording. The Roll Call is attached.


I.       Presentations

Two awards were presented in recognition of service to the MSBA and the community:

·  Elmer Wiblishauser Award. This award, presented by the MSBA Publications Committee for outstanding articles in Bench & Bar, went to Christopher A. Camardello for his October 2008 article entitled "Understanding Foreclosures on Real Property."

·  Citizen Lawyer Award. Justice Paul H. Anderson was named as the first recipient of this new honor from the MSBA Civic Education Committee. The committee cited Justice Anderson's efforts to build public awareness of the justice system through visits to Minnesota schools and by hosting community visits at the Minnesota Judicial Center.  


II.      President’s Report

President Brisbois reported on several items of interest to Assembly members:

·  Minnesota's attorney registration fees are set to increase by $100, with additional funds devoted to the funding of public defenders. The increase, which follows an Assembly recommendation, will sunset after two years.

·  Planning for Nine Days in June – the reformatted convention – is well underway. President Brisbois encouraged Assembly members to announce and promote each of the nine days to their colleagues.

·  The MSBA is gearing up for the 2010 legislative session, with specific section-sponsored proposals appearing on the action calendar. President Brisbois also highlighted Bar initiatives to ensure funding for the judicial system, and praised the work of the Coalition for Impartial Justice. The Coalition, which includes attorneys and other interested parties, strives to reform judicial selection processes, and is expected to present legislation to advance these goals.

·  President Brisbois praised the work of Assembly committees, and noted recent activities by numerous MSBA sections and committees.


III.     Treasurer’s Report

Treasurer Aaron Biber directed attention to materials distributed before the meeting. He noted that gains in the economy, coupled with aggressive recruitment/retention efforts by the MSBA, had reduced projected deficits in the 2009-10 fiscal year budget. With expenditures down and revenues up, he expressed confidence that the fiscal year would end with a smaller deficit than originally anticipated. He praised the work of members and Bar leaders in steering the MSBA's budget during the current recession.


IV.    Executive Director’s Report

President Brisbois directed attention to the written report distributed at the meeting.


V.     Consent Calendar

President Brisbois presented the following two items:

A.       Approval of minutes of the September 11, 2009 meeting

B.       Action to approve amendments to the Appellate Practice Section Bylaws


A motion was made, seconded, and carried to move Item B to the Governance Committee's portion of the agenda (Item IX, below). President Brisbois then called the question to approve the Consent Calendar as amended. The motion carried.


VI.    Additional Agenda Items

A motion was made, seconded, and approved to authorize consideration of agenda items that were not included in the original notice and purpose of the Assembly meeting. These new items are marked with asterisks in these minutes.


VII.    Elections/Appointments Committee

Judge George Perez, Chair, reported that five individuals had submitted Qualifications and Interest Statements for two openings on the Minnesota CLE Board. On behalf of the Committee, he recommended unanimous consent to elect two of these candidates.  President Brisbois called for additional nominations. Hearing none, he called for a vote to appoint the two members recommended by the Committee. The motion to appoint Nelson Peralta and Will Stute to the Minnesota CLE Board carried.


VIII.   General Policy Committee

Committee Chair Mary Ward presented the following recommendations:

        A.    Action to approve a recommendation to not renew the Avis rental car contact

        B.    Action to approve a recommendation to offer AAA as an MSBAdvantage program

        C.    Action to approve a recommendation to offer Affiniscape Law Firm Merchant Account as an MSBAdvantage program

        D.    Action to amend the Criminal Law Certification Program*


President Brisbois called for separate votes on each of these motions. Items A-C carried.


Ms. Ward then presented the final recommendation and motion regarding amendments to the Criminal Law Certification Program. She noted that the Assembly had approved standards for the program previously and submitted a program proposal to the Minnesota State Board of Legal Certification. That Board approved the proposal, subject to an amendment specifying that sitting judges would not be eligible to earn certification. On behalf of the committee, she moved approval of this amendment, which had been presented and approved as a new agenda item. The motion carried.


IX.    Governance Committee

        A.    Report on the work of the committee

        B.    Action on the request of the Corporate Counsel Association to become a section

        C.    Action on the recommendation of the Diversity Committee to amend Bylaw 9.3.4

        D.    Action to approve amendments to the Appellate Practice Section Bylaws (moved from the Consent Calendar under a prior vote)


Committee Chair Fred Finch presented a brief report, highlighting recommendations B and C, as well as the recommendation regarding Appellate Practice Section Bylaws that had appeared originally under the Consent Calendar.


On behalf of the Governance Committee, Mr. Finch moved approval of the request of the Corporate Counsel Association to become a section. The motion carried.


Mr. Finch then presented the Governance Committee's motion to approve a recommendation by the Diversity Committee regarding a provision in MSBA Bylaws intended to provide opportunities for underrepresented individuals to serve in Bar leadership positions. The office of secretary now rotates between Hennepin, Ramsey, outstate, and at-large representation, with diversity to be considered as a factor in elections for the final category. The Committee's motion was to expand the definition of diversity to comprise not just gender and racial diversity, but all other forms of diversity. The motion carried.


Mr. Finch then moved the final recommendation to approve revised Bylaws of the Appellate Practice Section. This recommendation, which appeared originally under the Consent Calendar, had been moved to this portion of the agenda under a prior vote. The motion carried.


President Brisbois then invited Mr. Finch to speak in his capacity as a member of the ABA Board of Governors. The ABA, like many professional associations, enjoys healthy membership rosters currently, but has seen its penetration rates dropping, and has studied new approaches to ensure both retention and recruitment. One proposal under consideration by the ABA was to cut membership dues dramatically; professional consultants suggested this novel approach might bolster membership. Mr. Finch suggested that the MSBA might consider a broad range of membership approaches, including bundling membership categories with county bars and other associations.  He suggested that strong penetration rates might also mean enhanced clout and influence before government bodies.


X.     Legislative Committee

        A.    Report of the Legislative Committee

        B.    Action on the proposed legislative agenda


Committee Chair Susan Holden reported on the work of the committee, which reviews legislative proposals from MSBA sections and other affiliated organizations and presents recommendations annually to the Assembly. She directed attention to 14 such recommendations approved by the Committee for the upcoming 2010 legislative session, reminding Bar leaders that approval by the Assembly would constitute endorsement by the MSBA.


Ms. Holden recognized representatives speaking on behalf of the following recommendations. Because all recommendations had been moved by the Assembly's Legislative Committee, they did not require a formal second by the full Assembly. Complete summaries of each recommendation appear in the materials distributed in advance of the session and posted online.


Business Law Section:

a.    Substantive and technical amendments to Chapter 302A

b.    Amendments to Chapter 317A, incorporating changes made to Chapter 302A

c.   Amendment to Chapter 322B related to non-business limited liability companies, effective date

The motion to approve all three recommendations carried.


Family Law Section:

a.   Amendment to Minnesota’s Uniform Parentage Act, Minn. Stat. §257.54, relating to children born as a result of Assisted Reproductive Technology

The motion to approve carried.


Uniform Collaborative Law Act:

a.   Resolved that the MSBA recommends the Legislature defer action on the Uniform Collaborative Law Act to allow adequate time for further study by the MSBA and its interested sections and affiliates.

The motion to recommend that the Legislature defer action carried.


Real Property Law Section:

a.   Changes to common interest community certificates of title

b.   Amendments to §287.03, mortgage registry tax, in light of the case of Business Bank v. Hanson, 2009 WL 2253250 (Minn.).

The motion to approve both recommendations carried.


Probate and Trust Law Section:

a.   Revision of Minn. Stat. §501B.64 Subd. 3 defining short-term and long-term capital gains distributions from regulated investment companies and real estate investment trusts as distributions of principal (and not income) for trust accounting purposes

b.   New Minn. Stat. 524.5-409A to allow appointment of a conservator on a temporary or emergency basis

c.   Amendments to Minn. Stat. 524 proposed by the Uniform Law Commissioners to the Uniform Probate Code provisions defining the parent-child relationship for intestate succession purposes

The motion to approve all three recommendations carried.


Tax Law Section:

a.    Addition of Minn.Stat. §270C.407 to establish a state “interest netting” provision

The motion to approve carried.


Alternative Dispute Resolution Section:

a.   Revised Uniform Arbitration Act, as amended by the MSBA’s RUAA Subcommittee and approved by the ADR Section, the MN Uniform Laws Commissioners, MAJ and MDLA.

The motion to endorse this Act as amended carried.


On behalf of the Legislative Committee, Ms. Holden then moved renewal of an MSBA legislative position due to expire under MSBA bylaws. The motion was to renew opposition to any legislation seeking reinstatement of the death penalty in Minnesota. The motion carried.


Ms. Holden then presented housekeeping resolutions on behalf of the Committee.


The first such motion was to approve a current set of MSBA legislative positions. The motion carried.


The second housekeeping motion was to approve time allocations for the MSBA's legislative counsel. The recommendation included time estimates for each item on the Bar's legislative agenda, with the understanding that lobbying resources could be redistributed by the President or designees as needed. The motion carried.


XI.    Operations Committee

        A.    Report on the work of the Committee

        B.    Review of the annual MSBA Form 990

        C.    Action on the recommendation regarding adoption of Financial Procedures Policy for Bank and Investment Accounts

        D.    Action on the recommendation regarding the request of the New Lawyers Section for additional funding


Committee Chair Aaron Biber presented a brief report followed by the following items.


Item B was a report on a new IRS form required for tax-exempt organizations. Form 990 strives to promote transparency and accountability through public disclosure of governance and policies. This report required no action by the Assembly.


Mr. Biber directed attention to the meeting materials for a summary regarding Item C. Drafted by the MSBA Executive Director and Finance Director and reviewed by the Operations Committee, the document codified a financial procedures policy for bank and investment accounts. A motion was made, seconded, and carried to adopt the document.


Item D dealt with funds requested by the New Lawyers Section. A motion was made, seconded, and carried to approve.


XII.    New Business

There was no new business.


XIII.   Announcements

     A.    Notice of nominations/appointments to the following boards:

(Election of nominees will take place at the April 29, 2010 meeting of the Assembly.  Members should encourage any Association member who is interested in being nominated to submit a Qualifications and Interest Statement to the MSBA office by Friday, March 5.)

                1.    Client Security Board -- The term of Timothy O’Brien, Hennepin County, expires June 30, 2010.  Mr. O’Brien has served one term and is eligible to serve an additional term.

                2.    State Board of Continuing Legal Education – The terms of Marlene Garvis, Hennepin County, and Glen Jacobson, Renville County, expire June 30, 2010.  Ms. Garvis has served two terms and is not eligible to serve an additional term.  Mr. Jacobson has served one term and is eligible and interested in serving an additional term.

                3.    Legal Services Advisory Committee -- The term of Nicholas Slade, Hennepin County, expires July 1, 2010.  Mr. Slade has served one term and is eligible and interested in serving an additional term.

                4.    Central Minnesota Legal Services – The terms of Carol Klaphake and Patrick O’Donnell expire April 30, 2010.  Ms. Klaphake and Mr. O’Donnell are eligible to serve an additional term. 

                5.    MSBA/ABA Delegates – The terms of John Dornik, Jon Duckstad, Judge George Perez and Brent Routman expire at the end of the ABA meeting in August.  Mr. Dornik, Mr. Duckstad, and Mr. Routman are eligible and interested in serving an additional term.  Judge Perez has served three terms and is not eligible for another term.


        B.    Future Meetings

                Thursday, April 29, 2010 (Minnesota CLE)

                Friday, June 25, 2010 (Minnesota CLE)


XIV.  Adjournment

The session adjourned at 2:30 p.m.


Respectfully submitted,




Robert Enger