Minnesota State Bar Association

Governance Committee
March 3, 2005

The Governance Committee met on Thursday, March 3, 2005 at 12:00 noon in the MSBA Office.  The following members participated:

Dan O’Connell, Chair
Steve Cahill
Phil Duran
Robert Enger
Mike Ford
Dean Jon Garon
Tim Kuntz
Dan McDonald
Richard Nelson
Paul Onkka
James Rogers
Brad Thorsen

Also present was Tim Groshens, MSBA Staff.

Minutes
The minutes of the November 16 meeting were approved as submitted.

Section Bylaw Amendments
Brad Thorsen and Ann Barker submitted a report recommending approval of the amendments proposed to the Bylaws of the Probate and Trust Law Section and Health Law Section.  During discussion, the possible confusion between the MSBA Council and Section Councils was noted.  After further discussion, the Committee agreed to place the proposed amendments of the Probate and Trust Law Section and the Health Law Section on the Assembly’s consent agenda recommending approval.

Proposals for Bylaw Amendments
The Committee discussed Section 18.2 of the MSBA Bylaws that allows for Bylaw amendments to be initiated by a resolution of members; petition of members; or resolution of the Council.  The Bylaws do not allow amendments to be proposed by resolution of the Governance Committee.  After discussion, the following motion was made, seconded, and adopted on a vote of 6 in favor and 5 opposed, with one abstention.  The major question was whether to allow all Assembly Committees to propose amendments or to limit the authority to propose amendments to the Governance Committee.

Resolved, that the Governance Committee recommends the Council propose the following amendment to the Bylaws for action by the Assembly at its June meeting.

It was noted that this change only addressed the process of amending the Bylaws, not the Articles.

LawPAC
The Committee reviewed the proposed amendments to LawPAC Constitution and agreed to forward, with a recommendation of approval, the amended LawPAC Constitution to the Elections/Appointments Committee for action and recommendation to the Assembly.

It was noted that the proposed amendment to the MSBA Bylaws related to the election of LawPAC trustees was scheduled for action by the Council and Assembly.

Term Limits
The Committee reviewed the report of Mike Ford and Paul Onkka related to term limits of Assembly and Council members.  The first issue discussed was whether an individual’s term served on the Board of Governors will count toward the maximum term that an individual can serve on the Assembly.  The Ford/Onkka team recommended the term counts should not carry over from the Board of Governors to the Assembly.  Therefore, if someone served on the Board of Governors for three years, they are nevertheless eligible to serve on the Assembly for up to six years.  During discussion, it was noted that the Bylaws do not provide for a carryover of term limits and the Committee would be without power to impose such a restriction.  After further discussion, it was agreed to recommend to the Assembly the following interpretation of the term limits imposed on the Assembly members.

Resolved, the Governance Committee recommends that the Assembly adopt the interpretation that the term limits imposed by Section 4.6.1 (b) begin July 1, 2005, and any service to the MSBA prior to that time on either the Board of Governors or the 2004-05 Assembly is not included in the six-year limit.

The second issue discussed was whether terms of the current Council At-Large members are one-year terms or the initial two-year terms outlined in Section 7.42 of the Revised Bylaws.  The Ford/Onkka team report recommended that the current terms of the at-large members be considered the initial two-year terms outlined in Section 7.42 of the Revised Bylaws.

During discussion, the Committee concluded the Bylaw contained an inconsistency in Section 7.4 and Section 19.  To resolve the inconsistency and retain the original intent of the Bylaws relating to staggered Council members’ terms, and beginning dates, the Committee upon motion duly made and seconded, adopted the following interpretations for consideration by the Assembly:

Resolved, that considering the interaction between Bylaw Sections 4, 7, and 19, the Governance Committee recommends the Assembly adopt the following interpretations:

A.      That the terms of the non officer council members begin on July 1, 2005 and that date will be their 7.4.2 initial term;

B.     That the 2004-05 Assembly will select the three members from the Assembly, Section 7.2(e), that will serve on the Council;

C.     That the individuals eligible for appointment to the Council are those individuals that are members of the 2004-05 Assembly and are otherwise qualified; and,

D.     That the Assembly persons eligible to be selected by the Assembly to serve on the Council, Section 7.2(e),  include voting as well as alternate members of the Assembly.

Election of Representatives from Minority Bar Associations
This item was tabled.

Process for election of a nominee for Secretary
The Committee reviewed the report submitted by Tim Kuntz and Steve Cahill.  The first issue related to the timing for the selection of a nominee from outstate affiliated district bar Associations for the position of MSBA Secretary.  Section 9.31 of the Bylaws provides that the name of the nominee for the position of Secretary has to be transmitted to the President at least 10 days before the annual convention.  Section 9.33, which deals with the outstate affiliated district bar associations, provides that the nominee for Secretary by the outstate affiliated district bar associations will be made by majority of the Representatives on the Assembly from the outstate affiliated district bar associations.  Section 9.33 further states that the Assembly Representatives from the outstate associations shall meet within the 90-day period prior to beginning of the term and, if practicable, at the time of the Convention.  The 10 day requirement prohibits the selection of the nominee at the Convention.  The Committee discussed the advantages and disadvantages of selecting the nominee at the Convention.  After discussion, the Committee upon motion duly made and seconded, adopted the following resolution: 

Resolved, that the Governance Committee recommends the Council propose the following amendment to the Bylaws for action by the Assembly at its June meeting.

9.3.3.   The selection of a nominee for office by the outstate affiliated district bar associations shall be made by the majority vote of the representatives on the Assembly from the outstate affiliated district bar associations. In years when an outstate nominee is to be elected to the office of secretary, the representatives from the Assembly of the outstate affiliated district bar associations shall meet within the 90-day period prior to beginning of the term. and, if practicable, at the time of the MSBA Convention. As an alternative to physical presence voting at the meeting, voting may occur by facsimile, ballot, mailed ballot, e-mail or telephone conference.

The Secretary will notify the eligible membership by notice in Bench & Bar, letter, or other method of the election of a nominee at least three months in advance of the meeting. Outstate affiliated district bar associations may present petitions on behalf of a candidate.

The second issue related to who convenes the Assembly Representatives from the outstate associations to select the nominee for Secretary.  In the old Bylaws the presidents of the outstate associations were involved in the selection of the nominee for Secretary from the outstate associations.  As a result, under the old Bylaws it was envisioned there would be a separate meeting and somebody would be responsible to organize and convene the meeting.

Under the new Bylaws, the presidents of the outstate associations are not involved.  Only the Assembly Representatives from the outstate associations are involved.  It is envisioned that these Representatives will meet on the same day and location as the Assembly meets.  Section 9.33 does not specify how the outstate Assembly Representatives gather or organize themselves.  The Committee adopted the Kuntz/Cahill team recommendation and did not recommend any Bylaw change suggesting the President of the MSBA be the Chair or that the President appoint a chair.  After that, let the members determine the process for debate, nominating speeches, time limits for speeches, etc. 

Guidelines of the Elections/Appointments Committee
The Committee reviewed the report from Phil Duran, Sarah Oquist, and Jon Garon.  During discussion a question was raised over the placement of elections on the Assembly’s agenda.  It was agree to recommend that the Elections/Appointments Committee guidelines include a provision for always placing the elections on the Assembly’s Action Calendar, not the Consent Calendar.  After further discussion, the Committee adopted the report and approved forwarding it to the Elections/Appointments Committee.

Section Dues
The Committee authorized the Executive Director to place on the Action Calendar of the Assembly any proposed changes to section dues.

Future Meetings
The next meeting of the Committee was set for Thursday, May 5 at Noon.

Adjournment
There being no further business, the meeting duly adjourned.

Respectfully submitted,

Tim Groshens, Recording Secretary