MINUTES – June 12, 2008

THE WEST VIRGINIA BAR FOUNDATION
BOARD OF DIRECTORS MEETING
STATE BAR CENTER-CHARLESTON
June 12, 2008

The meeting of The West Virginia Bar Foundation’s Board of Directors was called to order by Vice President Carl Harris on June 12, 2008 at the State Bar Center in Charleston.

Members of the Board of Directors in attendance were Secretary/Treasurer John Tinney, Janet Preston, J. Franklin Long, Larry Skeen and Steve Nord. Participating by telephone conference call were Jane Moran, Tracey Rohrbaugh, Michael Aloi and Tracey Weber.  WV State Bar President Dwane Tinsley and WV State Bar Executive Director Anita Casey were present for a short period of time at the end of the meeting. IOLTA Advisory Committee Chairperson Scott Segal, Rich Smith, a law student guest of Board Member Skeen, 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 13, 2008. A motion was duly made, seconded and passed that the Minutes be approved as presented.

Vice President Harris made comments about the continuing health care progress that was being made by President Cheryl Riley. There were additional positive remarks made by other Board members.

Vice President Harris requested a report from the IOLTA Advisory Committee and it was given by Committee Chairperson Segal. He stated that the Committee had met earlier in the day and reviewed the circumstances of the decreasing interest rates and the IOLTA funds available for distribution. He then made the following recommendation to the Board for its approval— with $303,000 available for distribution, keep the Rainy Day Fund at its current amount of $137,500, pay the annual management fee of $50,000 by June 30, 2008 ($25,000 to the WV State Bar and $25,000 to the WV Bar Foundation) and distribute the remaining amount of $115,000. A motion was duly made, seconded and passed that the recommendation for funding distribution be approved.

Committee Chairperson Segal then discussed the Committee’s review of a Comparability Rule. The Committee had received a proposal from The Resource to do the necessary research for consideration of such a Rule in WV. The proposed cost would be $6,000 and the Committee was asking that the Bar Foundation provide a grant in that amount from its financial resources. After some comments were made, a motion was duly made, seconded and passed that the Bar Foundation pay $6,000 for the Comparability Rule study.

The next item on the agenda related to the Financial report .  Secretary/Treasurer Tinney went over the income and expenses for the 2007-08 budget, the figures through May 31, 2008, the projected amounts on June 30, 2008, including a surplus of approximately $30,000, and the proposed 2008-09 budget. Executive Director Tinder discussed some of the separate income and expense items. There were numerous comments and questions. Then, a motion was duly made, seconded and passed to approve the financial report from July 1, 1007 through May 31, 20008. After additional comments, a motion was duly made, seconded and passed that the budget for July 1, 2008 through June 30, 2009 be approved as presented.

The next item on the agenda was a report from the Grants Committee. Board Member Nord stated that there were three grant requests from the WV Supreme Court, Legal Aid of WV and the WV Center for Civic Life for the WV Civics Literacy Council and that they met the grant criteria for improving the administration of justice. The recommendation from the Committee was to provide a grant in the amount of $5,000 to the WV Supreme Court for its Law Adventure program, a grant of $5,000 to Legal Aid of WV for its telephone access and legal assistance hotline system and $3,500 to the WV Center for Civic Life for website development, graphic design, postage and printing for the WV Civics Literacy Council with the WV Center and Legal Aid being informed that they could apply for funding in the 2008-09 fiscal year for additional grants. After some discussion, a motion was duly made, seconded and passed to approve the distribution of $13,500 in grants to the three entities.

Vice President Harris lead a discussion relating to the Foundation Fellows Dinner that was held on April 24, 2008. It was a very successful event with a large crowd in attendance. A complimentary letter from 2008 Foundation Fellow K. Paul Davis was read to the Board members. The Board reviewed the costs for the Dinner which exceed the $50 per person fee for the reception, the dinner, the awards and the free admission for the new Fellows, their guests and members of the judiciary. After some comments were made, a motion was duly made, seconded and passed to increase the cost of the dinner to $75 per person for the 2009 event.

The next item on the agenda was a review of the Bylaws. The Board members went over some proposed changes to various sections of the document. There were numerous questions and answers. Then, a motion was duly made, seconded and passed to amend the Bylaws in the following instances:

  • Article IV Members
  • Change Section 1(a) from $100 to $50 for annual membership dues and change Section 1(b) from $1,000 to $500 for lifetime membership and remove the words—”and shall be designated a fellow of the Foundation.”
  • Change Section (2) by removing the first two sentences and inserting—”An annual members’ meeting shall be held each year at a date, time and location designated by the Board of Directors.”
  • Change Section (3) by adding a new sentence—”Notice may be done by electronic mail.”
  • Article V Board of Directors
  • (The current Bylaws do not have an Article V and numerous sections of Article IV Members actually relate to the Board of Directors.) Add “Article V Board of Directors”.
  • Add “Section 1-Duties- The policy making group for the Corporation shall be the Board of Directors. The Board of Directors shall have the authority to hire staff persons to accomplish the purposes of the corporation.”
  • Re-number Sections 7-20 of Article IV Members to Sections 2-15 of new Article V Board of Directors. Add a sentence to new Section 9 Notice-”Notice may be done by electronic mail.”
  • Article X Miscellaneous
  • Change the fiscal year to July 1 to June 30.
  • Change all references in Bylaws to gender neutral.

The next item on the agenda was the Executive Director’s Report. The Board members talked about the Foundation Fellows Dinner in 2009. A motion was duly made, seconded and passed that the 2009 Foundation Fellows Dinner be held on Thursday, April 30, 2009. After further comments, a motion was duly made, seconded and passed to present the Citizen of the Year and the Lawyer of the Year awards during the 2009 Foundation Fellows Dinner.

Under the topic of Other Business, there was a need for a formal bank resolution. A motion was duly made, seconded and passed that there be a corporate resolution for the necessary changes in the Bar Foundation information for the BB&T Bank account.

President Tinsley and Executive Director Casey then joined the Board meeting. There were numerous comments made relating to the past and future relationships and activities involving the State Bar and the Bar Foundation.  After more discussion, it was agreed that Bar Foundation leaders would attend the July, 2008 State Bar Board of Governors meeting and review the financial transactions between the two groups.

Vice President Harris announced the meetings of the Board of Directors for the upcoming year which would all begin at 12:00 Noon at the State Bar Center in Charleston:

  • Thursday, September 11, 2008
  • Thursday, December 11, 2008
  • Thursday, March 12, 2009
  • Thursday, June 11, 2009

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