MINUTES – July 26, 2001

THE WEST VIRGINIA BAR FOUNDATION, INC.

BOARD OF DIRECTORS MEETING

STATE BAR CENTER – CHARLESTON

The meeting of the Bar Foundation’s Board of Directors was called to order by President Cheryl Henderson on July 26, 2001 at the State Bar Center in Charleston.

Members of the Board of Directors in attendance were Bill File, Howard Persinger and Mote Thompson. Participating by telephone conference call were James Companion and Claudia Bentley. Tom Tinder was also present.

The first item on the Agenda was a review of the Minutes of the last Board of Directors Meeting which was held on April 17, 2001. A motion was duly made, seconded and passed to approve the Minutes as presented.

The next item was a report from the IOLTA Advisory Committee. In the absence of Committee Chairperson Hicks, Mr. Tinder talked to the Board members about the distribution procedure for IOLTA grants. There was a recommendation from the IOLTA Advisory Committee that the IOLTA grants be distributed as soon as a decision is made by the IOLTA Advisory Committee after receiving a formal request from the grantees. The distribution would then be reviewed by the Bar Foundation’s Board of Directors at its next meeting with the Supreme Court then being asked if it wanted to hold a press conference. All distributions will be done in accordance with the Supreme Court’s Order. This change in the procedure will be mentioned to the Supreme Court. After some comments were made, a motion was duly made, seconded and passed to make the distribution of IOLTA funds in accordance with the Supreme Court Order as soon as the IOLTA Advisory Committee meets and there is a request from the grantees. In addition, it was reported that the IOLTA Advisory Committee recommended that there be a distribution of $181,000 to the grantees. A motion was duly made, seconded and passed to approve the distribution in accordance with the Supreme Court Order.

The Board members then spent an extensive amount of time reviewing the financial documents for the organization. A document was distributed showing the financial report for the 2000-2001 fiscal year as well as a budget proposal for the 2001-2002 fiscal year. The 2000-2001 fiscal year ended with a surplus of approximately $6,000. The budget proposal for 2001-2002 is basically a break even document. After some comments and questions, a motion was duly made, seconded and passed to approve the financial report for 2000-2001 and the budget document for 2001-2002. There will be a review by the accounting firm of the 2001-2002 fiscal year report in the next several weeks.

President Henderson then led a discussion concerning the 2002 Foundation Fellows Program. After some comments were made, a motion was duly made, seconded and passed that the 2002 Foundation Fellows Dinner would be held on Thursday, May 2, 2002 at the Marriott Hotel in Charleston.

The Board members then spent an extensive amount of time in making preparations for the 2002 Foundation Fellows Program. It was agreed that letters would be sent to the 1999, 2000 and 2001 Foundation Fellows requesting that they recommend names for the 2002 group. The same request for names will be sent to the members of the Bar Foundation’s Board of Directors.

It was also agreed that a Committee of the Board of Directors would be formed to work on the 2002 Foundation Fellows Program. President Henderson appointed Mr. Persinger, Ms. Bentley, Mr. Emch, Mr. Companion and Mr. File as the Committee. The letter requesting nominations from the current Foundation Fellows and Board of Directors will be sent out in the next couple of weeks with a deadline date of the middle of September. Then, the Committee will meet prior to the next Board of Directors Meeting in order to have a recommended slate of candidates for consideration at that Board Meeting.

The Board members then reviewed some information from the Attorneys Liability Protection Society which is an insurance company that provides professional liability insurance coverage for West Virginia State Bar members. There had been a de-mutualization of the program and stock certificates were made available . A request had been made to State Bar members to donate their stock to the Bar Foundation to be used for scholarships for minority students at law schools. ALPS had reported that there was $46,000 contributed to the Bar Foundation and there could be as much as $69,000 available when the Securities Exchange Commission approves the actual de-mutualization. In addition, ALPS reported that there could be an amount of as much as $350,000 that could be gotten from State Bar member through this de-mutualization process.

After a great deal of discussion, it was agreed that the Bar Foundation Officers would meet with the State Bar Officers in order to set up a plan to attempt to recover more of the $350,000 that is available to be used for the minority law student scholarships. It was felt that contact should be made with State Bar members prior to December, 2001 to request such contributions.

President Henderson led a discussion concerning the purchase of the property at 2008 Kanawha Boulevard, East and the Lease Agreement for it. The property had been purchased for $537,000 and the Bar Foundation had gotten a $420,000 loan from Bank One and had also received a loan of $153,000 from the State Bar. Both of these loan payments will be made through the rental payment made by the State Bar for having the Lawyer Disciplinary Board offices in the facility. A copy of the Lease Agreement between the State Bar and the Bar Foundation for the property at 2008 Kanawha Boulevard, East was distributed to the Board members. It has been negotiated by the Bar Foundation Officers and the State Bar Officers. After some comments were made, a motion was duly made, seconded and approved to approve the three year Lease Agreement between the Bar Foundation and the State Bar for the property located at 2008 Kanawha Boulevard, East in Charleston.

President Henderson then announced that the next meeting of the Board of Directors would be on October 18, 2001 at 12:00 noon at the State Bar Center in Charleston.

There being no further business to transact, the meeting was adjourned.