Excerpts Related to the Governance Committee

Minutes of the Assembly for the 2004-05 Year

September 17, 2004
The meeting was called to order at 2:00 p.m. on Friday, September 17, 2004.  The President, David Stowman, presided.  The Secretary, Brian Melendez, recorded.

2.         Reports of Assembly Committee Chairs
President Stowman introduced the chairs of the Assembly committees and invited their reports.

Chair Dan O’Connell of the Governance Committee reported that the Lavender Bar Association had asked for an interpretation of the bylaws regarding their representation in the Assembly for 2004-05.  The Lavender Bar Association had no representative on the Board of Governors to become a member of the Assembly at its creation.  Mr. O’Connell reported that the Lavender Bar Association will be entitled to membership in the Assembly in 2005-06 and had requested membership for the current year.  A motion was made and seconded to seat a representative of the Lavender Bar Association as a member of the Assembly for 2004-05.  The motion carried.


December 3, 2004
The meeting was called to order at 12:30 p.m. on Friday, December 3, 2004.  The President, David Stowman, presided.  The Secretary, Brian Melendez, recorded.

IV.  Assembly Committee Reports
C.  Governance Committee
Chair Dan O’Connell reported that the Committee was withdrawing recommendations V. B. b. and e. from the Consent Agenda.

V.  Consent Calendar
B.  Resolved that the Assembly approve the following recommendations of the Governance Committee:  a.) that the Assembly approve the report and recommendations delegating responsibilities for the audit functions identified by the MSBA auditors to the Operations Committee; b.) that the Assembly approve the revisions to the Bylaws of the Probate and Trust Law Section; c.) that the Assembly authorize all sections to revise their bylaws to change any reference from “Board of Governors” or “Executive Committee” to “Assembly” or “Council”; d.) that the Assembly authorize the Animal Law Section to provide free membership to Law Students and charge new admittees dues of $10.00; and e.) that the Assembly revise the LawPAC Constitution
President Stowman noted that three items had been removed:  A.(a), B.(b) and B.(e) and that the other items would be voted on in their entirety.  In response to a question, Mr. Stowman indicated that the Elections/Appointments Committee nominations for the open positions on Boards and Committees reflected their choice of the nominee but that the Assembly could select someone other than the recommended nominee.  This process was questioned since the meeting materials that were distributed did not contain Qualifications & Interest Statements from the other candidates for these positions so the Assembly members would not be able to make an informed choice about who to vote for.  President Stowman agreed to separate items A. b. A. c. and A. d. from the motion to approve the Consent Calendar. 

The remainder of the Consent Calendar passed unanimously.

VI.  Action Calendar
B.  Resolved that the Assembly approve the following recommendation of the Governance Committee:  1. that the Assembly approve the following separation of responsibilities:  all of the President’s appointments to Assembly Committees require Assembly approval; all Assembly members and Alternates are eligible to serve on Assembly Committees; only Assembly members are entitled to appointment to an Assembly Committee; and that Alternates could not substitute for an Assembly member on an Assembly Committee
Mr. O’Connell reviewed the recommendation of the Governance Committee and moved approval.  The motion was seconded.  Mr. O’Connell clarified that Alternates can serve on an Assembly Committee if they are appointed by the President, but they do not have an absolute right to serve on a Committee.  There was unanimous consent to add the word “non-member” before the word “Alternates” following the final semi-colon, after which the motion carried. 



April 15 2005
The meeting was called to order at 10:35 a.m. on Friday, April 15, 2005, at the Minnesota CLE Conference Center in Minneapolis. President David Stowman presided, with Secretary Brian Melendez recording.

IV. Assembly Committee Reports
C. Governance Committee
Committee Chair Dan O’Connell reported that the Committee had reviewed and approved recommended changes to the bylaws of the Probate and Trust Law Section and the Health Law Section, noting that action on these recommendations would occur when the Assembly turned to the Consent Calendar.

Mr. O'Connell also noted that three proposed bylaw amendments had been reviewed and approved by the Governance Committee and Council, and would be presented to the Assembly at the June 2005 MSBA Convention. The Committee also reviewed amendments to the LawPAC Constitution.

Turning to items appearing in the Action Calendar, Mr. O'Connell presented proposed dues changes for the following sections: Agricultural Law, Construction Law, and Employee Benefits. A motion was made, seconded, and carried to approve all proposed dues changes.

Mr. O'Connell then turned to Action Calendar item "C." MSBA Bylaws state that the Assembly has the authority to interpret issues arising from the transition to the new governance structure implemented at the start of the 2004-05 fiscal year.” Noting that new Assembly and Council terms were to start July 1, 2005, Mr. O'Connell said that the Governance Committee had reviewed the issue of the terms of former Board of Governors members. He presented the Governance Committee recommendations stating that:

  • It was approved that the terms of members of the Board of Governors shall not carry over or count against the maximum of six consecutive one-year terms for members of the Assembly under 4.6.1(b).  The terms being served by Assembly members for 2004-05 likewise do not count toward the six years.  There will be a “fresh start” as of July 1, 2005. 
  • With respect to the terms of the Council At-Large members under Section 7.42, any service on the Executive Committee does not count toward service on the Council.  Likewise, service on the Council during the 2004-05 year does not count towards the two-year limit for the At-Large members of the Council under 7.4.1(b).
  • The terms of the three non-officer representatives directly elected by the Assembly under 7.4.2 shall begin July 1, 2005.  The terms will be as specified in said paragraph.
  • Which Assembly is going to select the three non-officer representatives that are directly elected by the Assembly?  These members will be selected by the current Assembly, that is the one sitting during the 2004-05 year. 
  • Which members of the Assembly will be eligible to be elected by the Assembly?  The members who are currently members of the Assembly (that is during the 2004-05 year) are the members who are eligible to be elected.
  • Both voting representatives and alternate representatives (as defined in Section 4.2) shall be eligible to be elected to the Council under Section 7.2(e) as the three representatives from the Assembly who are elected by the Assembly.

A motion was made and seconded to approve these recommendations.

During discussion, a motion was made and seconded to revise the first bullet point to read "It was approved that 50% of the terms of members of the Board of Governors . . ."  The motion was seconded. During discussion, one Assembly member pointed out that new Assembly members would still be eligible to serve six year terms; the motion would not limit new terms beginning July 1, 2005. President Stowman called the question on the motion to amend. The motion failed.

President Stowman then called for additional discussion on the main motion to approve the Governance Committee's recommendations. Hearing no discussion, he called the question. The main motion carried.

V. Consent Calendar
In accordance with MSBA Bylaws, President Stowman called for a motion to approve the Consent Calendar in its entirety:
A. Approval of minutes of the December 3, 2004 meeting
B. Resolved that the Assembly approve the following recommendations of the Governance Committee:
a. to approve the requests of the Probate and Trust Law Section and the Health Law Section to amend their Bylaws
A motion was made, seconded, and carried to approve the Consent Calendar.

VI. Action Calendar
C. Resolved that the Assembly approve the recommendations of the Governance Committee on the Interpretation of the MSBA Bylaws
President Stowman noted that this item had been acted on during Assembly Committee Reports.


June 17, 2005
The meeting was called to order at 12:15 p.m. on Friday, June 17, 2005, at the Town Hall, Madden’s on Gull Lake, near Brainerd. President David Stowman presided, with Secretary Brian Melendez recording.

VII.  Consent Calendar
In accordance with MSBA Bylaws, President Stowman called for a motion to approve the Consent Calendar in its entirety:
B. Action on the Recommendation of the Governance Committee to approve the request of the Civil Litigation Section to amend its Bylaws

VIII.  Action Calendar
C.     Resolved that the Assembly approve the recommendations of the Council to:
1.    Amend Bylaw Section 18.2 authorizing any Committee of the Assembly to propose amendments to the Bylaws.
2.    Amend Bylaw Section 4.1(e)(7) defining the MSBA’s responsibility for electing LawPAC Trustees
3.    Amendment to Bylaw Section 9.3.3 related to election of the nominee for Secretary.
A motion was made and seconded to approve the recommendations of the Council.  The motion carried.