This meeting of the Council of the Business Law Section was held at the Grand Traverse Resort, Acme, on May 22, 1999, at 7 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 7:05 a.m. and determined with the other officers present that a quorum existed.
II. Approval of Minutes of Meeting of March 13, 1999. Ms. Miziolek called for a motion to approve the Minutes of the Meeting of the Council from March 13, 1999. Mark Lezotte brought a motion to approve the March 13, 1999 Minutes as presented and to waive the reading of the Minutes. This motion was seconded by Michael Khoury. After a brief discussion, this motion passed unanimously.
III. Treasurer's Report. Section Treasurer, Tracy Larsen, reported on the Section's fund balance, and the income and expense statement of the Section. Mr. Larsen indicated that there was one change to a committee budget (an increase for the Corporate Laws Committee). A brief discussion ensued regarding the committee budgets, and a motion was brought by Tracy Larsen to approve the committee budgets as revised. This motion was seconded by Joshua Sherbin. After a brief discussion, this motion passed unanimously. A copy of the written Treasurer's Report as distributed at the meeting is attached to these Minutes.
IV. Chair Report.
A. Kick Off to Membership Drive. Ms. Miziolek reported that the membership drive of the Section to recruit members for committees was kicked off at the Mid-Year Meeting with a brief presentation by Jeffrey Ammon to the participants. Additionally, a form inviting people to participate in committees and to sign up for committees was distributed to the Mid-Year Meeting participants. It is anticipated that this form will be more widely distributed to increase committee membership.
B. Committees and Committee Chairs. Ms. Miziolek reported that in the next several months, the officers of the Section will review the committees and committee chairs. If anyone would like to become more involved in a committee, or alternatively, wishes to relinquish a committee chairmanship, they are invited to let Ms. Miziolek or Mr. Ammon know of such desire.
C. Consideration of Section Directory. Ms. Miziolek distributed a copy of the Tax Section's Directory. This Directory includes many phone numbers and contacts which are useful for tax practitioners. The Council was asked to consider whether a similar directory for the Business Law Section would be useful. The Council generally discussed the costs, time commitment, content, and possible sponsorship for such a project. Section Administrator Kelli Weiss reported that she was very active in the creation of the Tax Section's Directory and that it is a significant undertaking which if started now would probably take 18 months until distribution. Council members were invited to look at this idea and committee chairs were asked to specifically look at what contacts they would include in such a directory for the benefit our Section's members. Vicki Martin-Anderson indicated that our Section has such broad goals and practices in so many different areas that it may be difficult to effectively put together a useful book. Mr. Ammon indicated that he will seek input from the committee chairs so that we can consider this further at the next meeting of the Council.
V. Committee Reports
A. Agricultural. John Dresser reported that his Committee is becoming more active and scheduling meetings. His Committee is considering rotating the location of the meetings to encourage more out state participation.
B. Commercial Litigation Committee. No report.
C. Corporate Laws Committee. A written report of this Committee is attached to these Minutes. Additionally, co-chair Justin Klimko, reported that the Committee is now meeting to coordinate to the Michigan Business Corporation Act. He indicated that anyone having particular issues to be considered should contact him or Cyril Moscow. He indicated that certain of the issues being considered include coordination of the Michigan Business Corporation Act with the Professional Service Corporation Act, and modifying the process for dissolution of a corporation to avoid the necessity of obtaining a tax clearance certificate.
D. Creditor's Rights Committee. A written report of this Committee is attached to these Minutes.
E. Financial Institutions Committee. No report.
F. In-House Counsel Committee. Joshua Sherbin reported that the Committee will promptly be developing a written Committee description and will pursue new members for its Committee. Ms. Martin-Anderson indicated that she is seeking information from national organizations as to how they develop their membership base.
G. Legislative Review Committee. Timothy Damschroder indicated that his Committee generally keeps track of legislation in which we have an interest. There is currently nothing on the front burner. He indicated that his Committee has only two members, but that it is probably not the type of committee that has a significant role for Committee members until an issue comes up, at which time it is necessary to motivate the whole Section, or at least a committee of the Section. Mr. Klimko suggested that if the Committee had members, it could delegate the review of statutes and proposed legislation to perhaps take some of the burden off the committee chairs.
H. Non-Profit Corporations Committee. No report.
I. Program Committee. A written report of the Program Committee is attached to these Minutes. Mark Aiello discussed the annual meeting program. He indicated that the first portion of the annual meeting will include a panel presentation regarding the Practice of Law in the State. This portion of the meeting will be organized by Tom Lenga and Dick Rassell. The second half includes a legislative update by Tim Damschroder, a UCC update by John Trentacosta, and a presentation on joint ventures.
Ms. Miziolek thanked Messrs. Sherbin and Damschroder for their co-chairing of the Mid-Year Meeting this year and brought up the issue of organization the Mid-Year Meeting going forward. A discussion ensued as to whether the Program Committee should assume the responsibility for the Mid-Year Meeting as that Committee is currently only involved in the Annual Meeting. It was generally agreed that the Program Committee Chairs would work in coordination with Mr. Damschroder for the 2000 Mid-Year Meeting, and that thereafter the Program Committee will be responsible for the Mid-Year Meeting as well as the Annual Meeting Program.
J. Publications Committee. Brett Pynnonen reported that there is an issue just about to come out which is a Creditors' rights theme issue. He indicated that Cindy Hover is a great help to him in the processing of the Business Law Journal and thanked her for her assistance. He indicated he would distribute a list of the upcoming issues as scheduled for the Business Law Journal. Daniel Minkus indicated that he believes the Unincorporated Enterprises Committee issue is one of the next to be published. Mr. Khoury suggested that perhaps a UCC theme issue should be encouraged given the various recent amendments to the Uniform Commercial Code as adopted in Michigan.
K. Regulation of Securities Committee. Arthur Dudley indicated that his Committee is still organizing its membership drive and will continue to seek new members.
L. Technology Committee. A written report of that Committee is attached to these Minutes. Mr. Khoury indicated that efforts will continue to get publications included on our Section's website and also discussed the process for adding information to the web page. Anyone wanting to include information should provide that information to Ms. Weiss who will work in concert with Mr. Khoury and provide the information to the State Bar who actually processes the information to the website.
M. Uniform Commercial Code Committee. A written report is attached to these Minutes.
N. Unincorporated Enterprises Committee A written report is attached to these Minutes.
VI. Ad Hoc Committee Reports. No reports.
VII. Section Administrator's Report. Ms. Weiss advised the Council that the annual dinner will be Tuesday, September 14, 1999 at Bistro Bella Vita in Grand Rapids.
Ms. Weiss also asked Council members to try to give her at least two days lead time when requesting information as she works out of her home and expediting delivery through overnight delivery or other process can be a significant challenge.
VIII. Liaison Reports. No reports.
IX. Other Business and Announcements. Mr. Dresser suggested consideration of reimbursement of expenses to Council members to encourage more participation. He indicated that the travel expenses, while not significant, should be reimbursed to encourage people to want to attend meetings wherever they are held. The Council agreed to further consider this issue. The Council generally acknowledged that the locations of the four meetings per year are likely to remain the same given that one travels with the State Bar Annual Meeting and another is set with the Mid-Year Meeting, leaving only two other meetings. Those are presently held in the western Metropolitan Detroit area and will likely remain so. Mr. Dresser indicated he was merely raising the issue so that it would receive consideration.
X. Next Meeting Date. The next meeting of the Council will be held September 15, 1999 at the State Bar Annual Meeting in Grand Rapids. The Council meeting and the meeting of the Section will precede the program.
XI. Adjournment. There being no further business to come before this meeting of the Council of the Business Law Section of the State Bar of Michigan, upon a motion made by Daniel Minkus and seconded by Jeffrey Ammon, and unanimously approved, this meeting was adjourned at approximately 8:00 a.m.
By Daniel H. Minkus, Secretary of the Meeting