MINUTES – March 12, 2009

THE WEST VIRGINIA BAR FOUNDATION
BOARD OF DIRECTORS MEETING
STATE BAR CENTER-CHARLESTON
MARCH 12, 2009

MINUTES

The meeting of the West Virginia Bar Foundation’s Board of Directors was called to order by President Carl Harris on March 12, 2009, at the State Bar Center in Charleston.

Members of the Board of Directors in attendance were Vice President John Tinney, Larry Skeen and Steve Nord. Participating by telephone conference call were Secretary/Treasurer Tracey Rohrbaugh, Cheryl Riley, Janet Preston, Steve Crislip, Jane Moran and Tracey Weber. IOLTA Advisory Committee Chairperson Scott Segal 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 December 11, 2008, and a Special Board meeting that was held on January 26, 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 Segal. He informed the Board that the WV Supreme Court had unanimously approved an Order today for the implementation of an IOLTA Comparability Rule. It is planned to initiate the Rule as quickly as possible. He also informed the Board that $40 million in additional funding had been approved by Congress for the Legal Services Corporation which means that Legal Aid of WV will receive approximately $300,000 in additional funding.

Chairperson Segal reported that there was $150,000 in the IOLTA Rainy Day Fund and that $37,500 had been designated for the payment of the management fee at the end of the fiscal year. There was a total amount of $100,453 available for distribution. After some discussion, a motion was duly made, seconded and passed to reduce the restricted amount in the Rainy Day Fund from $125,000 to $112,500, set aside an additional amount of $12,500 as the quarterly amount of the annual management fee which would increase that amount to $37,500 set aside in the Rainy Day Fund and distribute the amount of $100,453, in accordance with the Supreme Court Order.

The next item on the agenda related to the financial report.  Secretary/Treasurer Rohrbaugh reviewed the Services Contract that the Bar Foundation has with Gibbons and Kawash Accounting Firm for the monthly and quarterly reconciliations and tax payment preparation. She then went over the income and expenses for the first eight months of the 2008-09 fiscal year. There were comments and questions regarding several items. Then, a motion was duly made, seconded and passed to approve the financial report for July, 2008-February, 2009. Later in the meeting, the Board reviewed again the amount of funds in its administrative account. After some comments, a motion was duly made, seconded and passed to place $150,000 in a longer term interest bearing account.

President Harris gave a report on behalf of the Loan/Tax Exemption Committee, which is a joint committee with the WV State Bar. Based upon the action taken at the Special Board meeting in January, 2009, a formal request had been made to the Kanawha County Assessor’s office for a tax exemption for the buildings owned by the Bar Foundation at 2006 and 2008 Kanawha Blvd., East, in Charleston. The Assessor’s office had provided verbal approval of the request in February, 2009, but there had not yet been a formal letter of tax exemption. (The formal approval letter was received on March 17, 2009.)

The Board reviewed three bank proposals that it had received for the current commercial loan on the building at 2008 Kanawha Blvd., East, with the JP Morgan Chase Bank. After carefully considering the terms and conditions, a motion was duly made, seconded and passed to accept the revised and reduced loan proposal from Chase Bank. President Harris commented that there had been no formal interest expressed by the State Bar regarding this situation.

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, as well as a $4,000 grant to West Virginia University College of Law for its Brazil Legal Program which leaves $16,000 in that budget line item. The Committee had received a grant application from the We, the People Program, a national program where high school students from all 50 states debate legal and constitutional issues. The grant request was to assist with the expenses for WV’s team to attend the national competition in Washington, DC. After some discussion, a motion was duly made, seconded and passed to approve a grant in the amount of $5,000 for the We, the People program.

President Harris led a discussion concerning the Lawyer of the Year and Citizen of the Year Awards. Three lawyers had been nominated for the Lawyer of the Year Award and there had been no nominations for the Citizen of the Year Award. After a great deal of discussion, a motion was duly made, seconded and passed that action would be deferred on this matter for two weeks, that more information would be gathered on the nominees and sent to the Board members with a vote by email on what action should be taken. Then, a motion was duly made, seconded and passed to table the selection of a Citizen of the Year Award.

President Harris appointed Vice President Tinney, Secretary/Treasurer Rohrbaugh, Ms. Preston and Ms. Moran to serve as the members of the Nominating Committee.

The next item on the agenda was the Executive Director’s Report. Mr. Tinder said that the 2009 Bar Foundation Fellows Dinner will be on April 30 at the Marriott Hotel in Charleston. All this year’s nominated judges and lawyers had accepted the honor, although there would be a few that were carried over until 2010. He discussed that the Annual Membership Meeting  to be held on Thursday, June 11, 2009, at the State Bar Center in Charleston to coincide with the quarterly Board of Directors meeting. He said that he had received more information on the new Internal Revenue Service Form 990 that will go into effect this year and the guidelines which have been set up by the IRS. He also mentioned the Neighborhood Investment Development Credit Program.

Under the topic of Other Business, the Board members briefly reviewed a planning process document for the organization. It was felt that there should be a special Board meeting in May to concentrate solely on the future plans for the Bar Foundation.

President Harris announced that the next meeting of the Board of Directors would be on June 11, 2009, at 12:00 Noon at the State Bar Center in Charleston.

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