This meeting of the Council of the Business Law Section was held at the Livonia Marriott on Saturday, March 13, 1999, at 10 a.m. pursuant to notice duly given. Attached to these minutes as Exhibit A is a list of those Council members, committee chairs, and others present at the meeting.
I. Call to Order and Determination of Quorum. Section Chair Alexandra Miziolek called the meeting to order at approximately 10:05 a.m. and determined with the other officers present that a quorum existed.
II. Approval of Minutes of Meeting of December 5, 1998. Ms. Miziolek called for a motion to approve the minutes of the meeting of the Council from December 5, 1998. Jeffrey Ammon brought a motion to approve the December 5, 1998, minutes as presented and to waive the reading of the minutes. This motion was seconded by Arthur Dudley. After a brief discussion, this motion passed unanimously.
III. Treasurer's Report. Ms. Miziolek reported on behalf of Tracy Larsen (excused absence). She reported on the Section's fund balance, and the income and expense statement of the Section. Also presented was a statement of total income, net income and cash balances. December 31, 1998, financials as well as interim January 31, 1999, financials were also distributed as part of this report. Ms. Miziolek advised each committee chair to review the budgetary needs of its committee and the plans of its committee for the upcoming year. Ms. Miziolek indicated that the Section will ask committees to resubmit budgets for the coming year to take into consideration any changed plans or activities.
IV. Chair Report.
A. Access to Justice/Community Legal Resource Services. Ms. Miziolek reported on the presentation at the last meeting by Thomas Cavanaugh and Steve Tobocman who presented to the Section Council regarding requests for funding for the Access to Justice and the Community Legal Resource Services (CLRS) programs. Ms. Miziolek initially suggested that the Section pledge $3,000 per year for each of two years for Access to Justice earmarking 50% of that for CLRS. This initial motion was seconded by Michael Khoury. Cyril Moscow then discussed various of the activities of CLRS. After discussion a new motion was made to contribute $5,000 per year, and to increase the allocation to CLRS from 50% to 100%. The prior motion was then withdrawn and the motion to contribute $10,000 ($5,000 per year) to Access to Justice, with all amounts being earmarked for CLRS, was formally made by Ms. Miziolek and seconded by David Foltyn. After further discussion, this motion passed unanimously.
B. Annual Meeting. Ms. Miziolek reported that the Annual Meeting will be September 15-17, 1999, in Grand Rapids. The Business Section's meetings, including the Council meeting and Section meeting, are scheduled for Wednesday, September 15, 1999. The State Bar Annual Meeting has been organized for Wednesday to include "business" sections for Thursday to include "access" sections and for Friday to include "litigation" sections. Ms. Miziolek reported that the program for the meeting is being developed by the Program Committee. She reported that State Bar President, Tom Lenga, has requested one hour from our meeting time to discuss the State Bar's committee on the Practice of Law. A significant discussion ensued regarding whether our Section is an appropriate audience for this presentation. While certain Council members suggested our Section is not directly focused on this issue, others indicated that this would be an opportunity to increase attendance at our meeting and might serve to integrate our Section with others. The focus of the discussion is likely to focus on the ethics on the unauthorized practice of law and related issues.
Eric Lark indicated that the planning of the Annual Meeting is ongoing and that he and Mark Aiello will be meeting with Tim Damschroeder and Josh Sherbin to finalize the program. Mr. Dudley indicated that he believes having the "practice of law" issue presented at our Section is timely and appropriate. Mr. Minkus suggested that the Committee on the Practice of Law is seeking more of a forum for the presentation of this issue to all interested parties, and not limiting it to the Business Law Section. Mr. Dresser suggested that the Tax and Probate Sections will be interested in this issue as well. Mark Lezotte suggested that if we include this in our program, it should be at the end of this meeting to increase attendance throughout the meeting.
Ms. Miziolek reported that Mr. Damschroeder will be presenting the State of the Law at both the Mid-Year Meeting and the Annual Meeting. She suggested that the State of the Law should be a rotating assignment among various firms involved in the Business Law Section in future years. Ms. Miziolek reported that Article VII of the UCC is being revised (on a national basis) and that persons wishing to comment are encouraged to do so before the end of May, 1999. She has a contact for interested persons.
V. Bench/Bar Conference. Ms. Miziolek indicated that the Bench and Bar Conference of the State Bar is asking for involvement from our Section. The event is scheduled for Flint on May 25 and Grand Rapids on May 13. John Dresser indicated that Judy Calton indicated that she will participate in one of these events and will take the lead on finding out more about the particulars.
VI. New Membership and Committee Membership. Mr. Ammon presented on the Section's efforts to increase membership and committee membership. The strategic plan adopted by the Section calls for a focus on increasing committee membership and general outreach of the Section. He indicated there will be a presentation at the mid-year meeting including opportunities for committee membership to our Section's members. This will include an opportunity to speak with committee chairs to obtain greater information about the committees and activities of the Section and its committees. Mr. Ammon asked that its committee chair provide to him a brief written description of its committee so it may be used in marketing materials. The Council then engaged in a discussion regarding the sites of various meetings for committees of the Section. The Council recognized that Council meetings are generally rotated among Traverse City, the annual meeting location, and the two Livonia meetings. It was agreed that in order to encourage widespread participation, the meetings must be held in convenient locations.
VII. Committee Reports.
A. Agricultural Committee. John Dresser reported that the Committee now has 12 members and is working to develop its membership base. The Committee plans to schedule a program within the next several months which will include an agricultural business consultant presenting to the Committee. He is optimistic about the activities for this Committee.
B. Commercial Litigation Committee. No report.
C. Corporate Laws Committee. Mr. Moscow reported as Chair of the Business Corporation Act Subcommittee that the Committee is getting started on considering amendments to the Michigan Business Corporation Act. Mr. Moscow discussed certain provisions which will be given consideration by the Committee.
D. Creditor's Rights Committee. Ms. Calton referred to that Committee's written report.
E. Creditor's Rights Committee. Jim Breay reported on behalf of this Committee and discussed the Committee's focus on proposed amendments to the banking code.
F. In-House Council Committee. No report.
G. Legislative Committee. No report.
H. Non-Profit Corporations Committee. No report.
I. Programs Committee. Mr. Lark indicated that the Committee will be meeting with Mr. Damschroeder and Mr. Sherbin in developing the annual meeting program. Mr. Lark also indicated that this Committee is not likely to seek members as its activities are not conducive to having members or meetings other than among the chairs.
J. Publications Committee. Brett Pynnonen reported that the technology issue of the Business Law Journal was recently distributed to Section members. The next issue will be a creditors rights-based issue and should be at the publisher within the next week or so. Mr. Minkus asked Mr. Pynnonen to distribute the "roster" for upcoming issues of the Business Law Journal so that Committee chairs will be well-prepared to assist in obtaining articles.
K. State Regulation of Securities Committee. Mr. Dudley indicated that the Committee will be scheduling a meeting in the near future but had nothing further to report.
L. Technology Committee. Mr. Khoury discussed various plans for the Committee, the first of which is to give attention to the Section's web page in an effort to support membership outreach as well as communications to the Section's members. Mr. Khoury discussed the ABA Business Law Section web site and various aspects of that site as instructive for ideas which our Section might develop. Mr. Khoury also discussed the possibility of increasing information at our website, including updates on the law, information regarding committees, and other opportunities to our membership. The entire Council supported the increased visibility of our website and Mr. Khoury indicated that he, along with Section Administrator Kelli Weiss, will be continuing to work on enhancing our website.
M. Uniform Commercial Code Committee. John Trentacosta submitted a written report of that Committee.
N. Unincorporated Enterprises Committee. Mr. Minkus reported that the Committee, in conjunction with ICLE, recently held a business entity update seminar. He also indicated that the Committee will be contacting representatives from the Real Property Section and the Tax Law Section to coordinate efforts to seek a favorable interpretation on conveyances by individuals to single member LLCs to avoid the "uncapping" of assessments on real property.
VI. Ad Hoc Committee Reports. No report.
VII. Section Administrator's Report. Ms. Weiss reported that she is seeking further information from the Section members and committee chairs regarding committee meetings. She asked that she be added to all lists of all committees so she is kept apprised of activities and so she can respond to inquiries regarding the Section. She also asked that she be added to any lists regarding publications which are distributed by the Committee.
VIII. Liaison Report. No report.
IX. Other Business and Announcements.
(a) Ann Baker indicated that she will be presenting to the Northwest County Clerk Conference regarding filings for limited liability partnerships. She also advised the Council of two new bills in the legislature, the first addressing the use of electronic signatures in commerce and the second regarding Public Interest Trust issues. Ms. Baker indicated that anyone having interest in finding out more about these bills should contact her.
(b) Submission of Written Committee Repots. Ms. Miziolek encouraged committee chairs to submit written reports of committee activities prior to Council meetings for distribution.
(c) Upper Michigan Legal Institute. Mr. Minkus indicated that he has arranged to discuss membership opportunities in the Business Law Section and on committees of the Business Law Section at the Upper Michigan Legal Institute to be held in early June. Mr. Minkus will present as a representative of the Business Law Section at that meeting.
(d) Section's Ability to Take Position on Issues. Ms. Calton, on behalf of the Creditor's Rights Committee, asked whether committees and/or the Business Law Section is able to take positions on behalf of the Section or a respective committee. Ms. Miziolek indicated that she would speak further with Ms. Calton on this issue. A general discussion ensued regarding the distinction between the State Bar generally and a section of the State Bar.
(e) Tax Section Seminar. Mr. Lezotte distributed a brochure regarding the 12th Annual Summer Tax Conference to be held July 9 and 10 in Traverse City. Mr. Lezotte was appointed at the last Council meeting as a liaison to the Tax Section, and was asked to distribute these materials by the Tax Section.
X. Next Meeting Date. The next meeting of the Business Law Section Council will be held on May 22, 1999, at the Grand Traverse Resort in conjunction with the Mid-Year Meeting of the Business Law Section. Further information with respect to the exact location of the meeting will be distributed to Council members and committee chairs.
XI. Adjournment There being no further business to come before the Council of the Business Law Section, upon a motion made by Mr. Foltyn and seconded by Mr. Ammon, a motion to adjourn this meeting was unanimously approved at approximately 11:45 a.m.
Daniel H. Minkus, Secretary of the meeting
Michael S. Khoury