MINUTES – June 11, 2009

THE WEST VIRGINIA BAR FOUNDATION
BOARD OF DIRECTORS MEETING
STATE BAR CENTER-CHARLESTON
June 11, 2009

MINUTES

The meeting of the West Virginia Bar Foundation’s Board of Directors was called to order by President Carl Harris on June 11, 2009, at the State Bar Center in Charleston.

Members of the Board of Directors in attendance were Vice President John Tinney, Larry Skeen, Neva Lusk, Jane Moran and Janet Preston. Participating by telephone conference call were Secretary/Treasurer Tracey Rohrbaugh, Cheryl Riley, Steve Nord and Tracey Weber. IOLTA Advisory Committee Chairperson Tom Flaherty and Bar Foundation Executive Director Tom Tinder were also in attendance.

The first item on the Agenda was a review of the Minutes of the last Board of Directors meeting which was held on March 12, 2009, and a Special Board meeting that was held on May 7, 2009. A motion was duly made, seconded and passed that the Minutes of both meetings be approved as presented.

President Harris requested a report from the IOLTA Advisory Committee and it was given by Committee Chairperson Flaherty, who had been appointed to serve in that position by the Board at its previous meeting. He expressed his pleasure in accepting the position and his previous experience and involvement in legal profession and civil legal services for low income person activities.

Chairperson Flaherty reported that there was $152,655 in the IOLTA Rainy Day Fund and that $50,000 should be paid to the Bar Foundation as the annual management fee before the end of the fiscal year. There was a total amount of $82,154 available for distribution. After some discussion, a motion was duly made, seconded and passed to pay the $50,000 annual management fee from the Rainy Day Fund and distribute the amount of $100,000, in accordance with the Supreme Court Order, with $82,154 from the distribution account and $17,846 from the Rainy Day Fund.

The next item on the agenda related to the financial report and the 2009-2010 budget.  Secretary/Treasurer Rohrbaugh reviewed the financial report for the first eleven months of the 2008-09 fiscal year, the projected amounts for the entire fiscal year and a proposed budget for the 2009-2010 fiscal year. The major aspects were that the 2008-2009 fiscal year would end with additional reserves of more than $40,000 based primarily upon unbudgeted contributions and that the budget would be approximately breakeven for the 2009-2010 fiscal year, based upon the use of reserves to pay off the last State Bar loan, an increase in grants to $38,000 with the addition of a new scholarship for a student at the West Virginia University College of Law and minor changes in other accounts.

After questions and comments, a motion was duly made, seconded and passed to approve the financial report for July, 2008-May, 2009. Then, a motion was duly made, seconded and passed to approve the formal budget for the 2009-2010 fiscal year.  Finally, a motion was duly made, seconded and passed to sell the stock and transfer the funds in the Wachovia account with the proceeds to be utilized to pay The Resource consultants for the implementation of the IOLTA Comparability Rule.

Vice President Tinney gave a report on behalf of the Loan/Tax Exemption Committee, which is a joint committee with the WV State Bar. There had been a Committee meeting where there had been a discussion of the county property tax exemption which had been granted. In addition, there was more discussion on the current three year lease agreement which concludes on June 30, 2010 between the two entities. There were lots of comments made and no action was taken.

The next item on the agenda was a report from the Grants Committee. Board Member Nord stated that the Board had approved one grant in the amount of $5,000 to Legal Aid of WV earlier in this fiscal year, a $4,000 grant to West Virginia University College of Law for its Brazil Legal Program and a $5,000 grant to the We, the People program, a national program where high school students from all 50 states debate legal and constitutional issues, which leaves $11,000 in the Grants line item.

Two grant requests had been received-one from the Harrison County Child Abuse Task Force for its Child Advocacy Center in the amount of $2,739 and one from the WV Association for Counties for a documentary on WV’s courthouses and their role in the community in the amount of $3,500. After some discussion, a motion was duly made, seconded and passed to approve the awarding of both grants in the total amount of $6,239 to Harrison County ($2,739) and the Association of Counties ($3,500).

President Harris requested a report from the Nominating Committee. Vice President Tinney, the Committee Chairperson, announced the following nominations for three year positions on the Board of Directors, as well as the Officers for 2009-2010:

J. Franklin Long-Bluefield-Re-appointment
C. Jane Moran-Williamson-Re-appointment
Steven K. Nord-Huntington-Re-appointment
Harry M. Hatfield-Madison-Initial Appointment
Eric J. Holmes-Ripley-Initial Appointment
President-John H. Tinney-Charleston
Vice President-Tracey A. Rohrbaugh-Martinsburg
Secretary/Treasurer-J. Franklin Long-Bluefield

A motion was duly made, seconded and passed that the Nominating Committee report be approved and the Board members and Officers be elected to serve their terms.

President Harris lead a discussion of the provisions of the Executive Director’s Employment Agreement, as required by that document. There were comments made about the Executive Director’s performance during the past fiscal year and that no actions should be taken to make changes in the terms of the agreement.

The Board members reviewed three governance documents-a Conflict of Interest policy, a Records retention policy and a Whistleblower policy. There were comments made about each policy. Then, three separate motions were made, seconded and passed to approve the Conflict of Interest policy, the Records Retention policy and the Whistleblower policy.

The next item on the agenda was the Executive Director’s Report. Mr. Tinder said that the 2009 Bar Foundation Fellows Dinner on April 30 at the Marriott Hotel in Charleston had been a successful event. After discussion, a motion was duly made, seconded and passed to hold the 12th Annual Bar Foundation Fellows Dinner on April 29, 2010 at the Marriott Hotel in Charleston. He discussed the Annual Membership Meeting to be held immediately following this Board meeting at 1:30 PM. He said that the new Bar Foundation Brief email newsletter had been initiated on June 1 and the comments had been positive. The short email will be sent on the first and fifteenth days of the month to Bar Foundation members and Fellows.

Under the topic of Other Business, the Board discussed an email from Board member Crislip regarding future activities of the Bar Foundation, based upon the comments that were made at the special Board meeting on May 7, 2009. A motion was duly made, seconded and passed to appoint a Long Range Planning Committee consisting of Vice President Tinney as Chairperson and Board members Preston, Long and Crislip.

The Board members expressed their appreciation to President Harris for his extraordinary leadership and commitment to the Bar Foundation as an Officer and to Board member Skeen and President Harris for their outstanding expertise and support of the Bar Foundation as they conclude six years of service as Board members.

President Harris announced that the next meetings of the Board of Directors will be held  at 12:00 Noon at the State Bar Center in Charleston on the following dates:

Thursday, September 10, 2009
Thursday, December 10, 2009
Thursday, March 11, 2010
Thursday, June 10, 2010

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