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The meeting was called to order at 12:33 p.m. on Friday, December 13, at the Minnesota CLE Conference Center in Minneapolis. President Phil Duran presided, with Richard Ericson recording.

I. Roll Call
The Roll Call is attached.

II. Presentations
MSBA Government Relations Director Emily McGann introduced Senator Ron Latz, Chair of the Senate Judiciary Committee.  Senator Latz praised lawmakers for their efforts to achieve bipartisan consensus in support of the state judicial system last session. Those efforts yielded an increase in base funding for the biennium, including increases in salaries for judges and increased funding for the Court of Appeals and District Courts. He also cited funding increases for civil legal services, the Department of Corrections, and several individual programs.  Bipartisan efforts also resulted in changes to the Statutes of Limitations under the Child Victims Act, implementation of the Marriage Equality Bill, initiatives related to whistleblower statutes, and several other issues.  During the upcoming session, Senator Latz anticipates work on fraudulent lien filings, the state’s sex offender program, gun control, judicial retention elections, and numerous other fronts.

Elmer Wiblishauser Award
MSBA Publications Committee Chair Holly Fistler presented this year’s Elmer Wiblishauser Award to Laura Zdychnec of Long Reher & Hanson. Ms. Zdychnec received the annual Bench & Bar author’s award for her May/June 2013 article entitled, “The Perilous Path to Long-Term Care: It’s Not Really about Asset Protection.”

Citizen Lawyer Award
Eldon Kaul, former chair of the Civic Education Committee, introduced Jennifer Bloom for the presentation of the annual MSBA Citizen Lawyer Award. The award, presented to recognize outstanding contributions in the area of civic education, went to Jo Ellen Ambrose.  Ms. Ambrose earned her law degree while teaching high school social studies, with a curriculum that included fundamentals of street law, handling controversy, and critical Supreme Court cases. She continues to teach at Champlin Park High School. 

III. President’s Report
President Phil Duran began his report by citing the Bar’s conflict of interest policy; he asked Assembly members and presenters to identify any potential conflicts before addressing the body.

He also noted that several Assembly members were participating electronically. 

Mr. Duran reported that the Supreme Court had approved most of the proposals contained in a petition presented by the Assembly and the New Lawyers Section. The action permits up to 15 CLE credits to be earned through online programming, with reports on the program to be presented to the Supreme Court.

IV. Treasurer’s Report
Mr. Duran indicated that Treasurer Mike Unger would not be present for this report. He directed attention to the written report distributed prior to the meeting.

V. Executive Director’s Report
Tim Groshens introduced two new MSBA staff directors.  Lindsay Davis, Access to Justice Director, will work in conjunction with statewide legal aid programs, coordinating with Pro Bono Development Director Steve Marchese.  Danielle Shelton Walczak, the Bar’s first Diversity & Inclusion Director, will spearhead programs promoting diversity within the profession, coordinating efforts with minority bar associations.

VI. Consent Calendar
Approval of minutes of the September 20, 2013 meeting
A motion was made and seconded to approve the minutes as presented in the meeting materials. The motion carried. 

VII. Additional Agenda Items
Action on a motion to authorize consideration of items on this agenda that were not included in the original notice and purpose of the Assembly meeting 
Mr. Duran indicated that a new agenda item had been presented on December 11 by the Business Law Section. Because a substitute proposal had been submitted prior to the meeting, he called for a motion to forego reading of the original draft and to consider the proposal as a new agenda item. A motion to that effect was made and seconded. It carried with the required 75% approval vote for new Assembly agenda items.

Heidi Christianson, Vice Chair of the Business Law Section, then called for a motion to substitute the proposal with one distributed in advance of the meeting. A motion was made, seconded, and carried to approve the following proposal:

RESOLVED, That the Minnesota State Bar Association opposes Section 212 of the House Ways and Means Committee’s “Tax Reform Act of 2013” discussion draft bill, and any other similar proposed legislation, regulations, or other governmental measures, which would require law firms and other personal service businesses that now compute taxable income on the cash receipts and disbursements method of accounting to convert to the accrual method of accounting.

Ms. Christianson cited an ABA report and recommendation on the issue, which affects firms currently taxed on income they have not received and may not receive. On behalf of the Business Law Section, she asked that the MSBA join with the ABA in opposition to the draft bill.

In response to a question from the floor, Mr. Groshens indicated that the Tax Section had also been advised of the proposal; given the short notice, he had not received a formal response prior to the meeting. Thad Lightfoot, a member of the Legislative Committee, questioned the urgency of the proposal, since the bill was still in draft form before the U.S. House Ways and Means Committee. ABA Delegate Fred Finch, who authored the substitute proposal presented above, indicated that the ABA had adopted its proposal in November and had requested all state bars to assist in national lobbying efforts.

Mr. Duran called the question. The motion to approve the substitute proposal carried.

VIII. General Policy Committee 
Action on the recommendation for Assembly approval of the Legal Assistance to the Disadvantaged (LAD) Committee’s resolution that the Minnesota State Bar Association re-adopt the American Bar Association (ABA) “Principles of a State System for Legal Aid”
Trudy Halla, a member of the General Policy Committee, presented the report on behalf of Committee Chair Eric Larson.  Ms. Halla directed attention to the recommendation presented in the meeting materials. The Committee recommends the MSBA re-adopt ABA principles regarding a “statewide system for the delivery of civil legal aid that provides a full-range of high quality, coordinated and uniformly available civil law-related services to low-income and vulnerable populations in sufficient quantify to meet their civil legal needs.”  The Assembly approved these ABA principles in June 2006, but all MSBA positions expire after six years unless further action is taken.  Janine Laird, Executive Director of the Minnesota Justice Foundation, joined with the General Policy Committee in urging the Assembly to re-adopt the policy.  A motion was made, seconded, and carried to approve the recommendation. 

IX. Governance Committee 
Action on the Committee recommendation to amend the MSBA Bylaws
Mr. Duran presented the recommendation on behalf of Committee Chair Sonia Miller-VanOort. As presented in the meeting materials, the recommendation called for a new position on the Assembly for a representative of the Minnesota State Bar Foundation.   Because the recommendation came from an Assembly committee, it required no motion or second. Mr. Duran called the question; the motion carried.

X. Legislative Committee
Action on the recommendations of the Committee regarding LawPAC and the Legislative Agenda  
Mr. Duran indicated that LawPAC had passed a recommendation to dissolve, after concluding that the Bar’s legislative advocacy would be more effective if it did not directly support electoral candidates. President Duran noted that the recommendation to dissolve LawPAC was before the Assembly with the support of the MSBA Council. A motion was made, seconded, and carried to dissolve LawPAC.

Christopher Morris, Chair of the Legislative Committee, next presented the report and recommendations appearing in the meeting materials. 

Mr. Morris reported that the Committee had reviewed 18 proposals, and recommended nine for approval by the Assembly. He praised MSBA sections for their work in developing legislative initiatives, indicating the state legislators also had praise for the Bar’s thoroughness in vetting and developing sound proposals.  He then highlighted proposals appearing in the meeting materials from the Business Law Section (two proposals), the Business Law/Real Property Law Sections, the Family Law Section (two proposals), the Real Property Law Section (three proposals), and the Tax Law Section/Minnesota CLE.   Because the recommendation to approve all nine recommendations came from the Assembly’s Legislative Committee, it did not require a motion or second. Mr. Duran called the question; the motion carried.

Following the vote, Mr. Morris highlighted three of the recommendations as top MSBA legislative priorities for the upcoming sessions. As proposed by the Legislative Committee and adopted prior to the meeting by the Council, these are: amendments to the MN Business Corporations Act; three technical actions from the Real Property Section in MN Statutes 580.26, 507.403, and 507.071; and an amendment to clarify the meaning of digital goods in Statute 297A.  If a tax on legal services is raised during session that will become the priority.  Judicial elections will also be prioritized if necessary.

XII. Announcements
Notice of nominations/appointments to outside boards
Mr. Duran directed attention to published vacancies on five boards, and invited Assembly members to submit Qualifications and Interest Statements.

A. Future Meetings
• Friday, April 25, 2014 (noon)
• Wednesday, June 25, 2014 (10:00 am)

XIII. Adjournment
Mr. Duran adjourned the session at 1:50 p.m.

Respectfully submitted,

Robin M. Wolpert


The meeting was called to order at 3:50 p.m. on Friday, September 20, 2013 at the Minnesota CLE Conference Center in Minneapolis.  President Phil Duran presided, with Judson Haverkamp recording.  The Roll Call is attached.

President’s Report
President Duran reported that the Council had conducted a planning session in July. Alan Haynes has resigned from his role as chair of the Diversity Committee; Gail Brandt has agreed to become chair.  Bryan Lake, formerly MSBA’s Government Relations Director, has taken a job with the Minnesota Business Partnership.

Treasurer’s Report
Mike Unger reported that as of June 30, 2013, MSBA had collected 98.2% of budgeted dues revenue, down from 98.6% in 2012.  Total revenue for fiscal 2012-13 is projected at 96.3% of budget, which is up from 96% in 2012.  Expenses are in line with the budget for 2012-13 and projected revenue exceeds projected expenses for the fiscal year.

Executive Director’s Report
Tim Groshens announced that he had no additions to his written report.

Consent Calendar
A.  Approval of minutes of the June 28, 2013 meeting
B.  Action on the recommendation to approve the membership of Assembly Committees including non-Assembly members and authorize the President to make changes throughout the year
A motion was made and seconded to adopt the consent calendar.  The motion carried.

Governance Committee
The Governance Committee had no report.

Judiciary Committee
The Judiciary Committee had no report.

Legislative Committee
Chris Morris, Chair, discussed deadlines for sections and others interested in the Legislative Committee’s vetting process are:  October 25 for legislative proposals; October 28 legislative proposals will be circulated to all sections for review and comment; November 15 comments on legislative proposals are due; and December 2 and 3 the Legislative Committee will meet to review proposals and develop recommendations.

Elections/Appointments Committee
A.  Action on the recommendation that the Assembly nominate Joseph Beckman, Hennepin County, and James Cullen, Hennepin County, to the Lawyers Professional Responsibility Board 
B.  Action on the recommendation that the Assembly nominate Howard Bolter, Hennepin County, to the State Board of Legal Certification 
C. Action on the recommendation that the Assembly re-elect Andrew Baese, Ramsey County, to the Southern Minnesota Legal Services Board
Jacqui Dorsey, Chair, presented the Committee’s slate of nominees and called for nominations from the floor.  There being none, a motion was made and seconded to adopt the slate.  The motion carried.

General Policy Committee
Eric Larson, Chair, invited sections and committees to consider what policies they would like MSBA to adopt and to bring those forward for review by the General Policy Committee.  

Action on the recommendation of the General Policy Committee for Assembly approval of the Human Rights Committee’s proposal related to renewal of an expired MSBA position concerning Civil Liberties
Mark Frey and Justin Cummins of the Human Rights Committee were invited to present the Committee’s Resolution on Civil Liberties.  Mr. Frey and Mr. Cummins advised that their resolution updated a policy resolution adopted by the MSBA in 2005 that had expired.  They further advised that the substance of the resolution is to affirm that the Constitution of the United States is and should remain paramount in guiding and judging legislation and executive action.  

Matthew Meyer, Chair of the Military & Veterans Affairs Section, prefaced his remarks by noting that this Section did not exist when the 2005 resolution was adopted, and that MSBA now includes many members who are veterans, current and former JAG officers.  He advised that the section is concerned that the resolution as presented does not appropriately balance consideration of the law of armed conflict together with concern for civil liberties.  He also noted the Section’s concern that the resolution does not include a legal analysis of its underlying legal rationale. 

Mr. Larson presented a letter submitted to the General Policy Committee by Joe Van Thomme, incoming chair of the Criminal Law Section.  The Section’s concern was not with the conclusion of the Human Rights Committee resolution but with how the conclusion was reached.  He further observed that many of the affirmations in the resolution went beyond the practice of criminal law in Minnesota and expressed doubt that the argument for the resolution could gain the support of the Section.

Veronica Walther, Chair of the Immigration Law Section, advised that the Section strongly believes in the conclusion of the resolution but has issue with the lack of legal citations being offered in support of the conclusions reached.  She further noted that such citations had been offered in support of the 2005 resolution.

Fred Finch observed that the speakers’ concerns seemed to be focused on the content of the “Whereas” clauses rather than the policy statement itself.  Accordingly, he moved that the resolution be amended to remove the “Whereas” clauses.  The motion was seconded and, following brief discussion, carried.

There being no further discussion on the main motion as amended, the amended resolution was voted and carried.

Mr. Duran announced that the next meeting of the Assembly would be on Friday, December 13, 2013, commencing at 12:00 noon at the MCLE Conference Center.

The meeting adjourned at 4:30 p.m.

Respectfully submitted,

Robin M. Wolpert