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Council Meeting Minutes

March 7, 2002

    This meeting of the Council of the Business Law Section of the State Bar of Michigan was held at the offices of the State Bar of Michigan, 306 Townsend Street, Lansing, Michigan, on March 7, 2002 at 4:00 p.m., pursuant to notice duly given.

    Present: Tracy T. Larsen, Timothy Damschroder, G. Ann Baker, David Foltyn, Jane Forbes, John Dresser, Dee Dee Fuller, Kenneth H. Gold, Patrick Daugherty, Judith Greenstone Miller, Michael S. Khoury, Justin G. Klimko, Mark High, Eric I. Lark, Diane Akers, Cyril Moscow, David D. Joswick, Vicki Martin-Anderson, Richard Sundquist, Patrick E. Mears, Daniel Minkus, and Laura Jones.

    1. Call to Order and Determination of Quorum. Section Chair, Tracy T. Larsen, called the meeting to order and determined with the other officers present that a quorum existed.

    2. Approval of Minutes of Meeting of December 8, 2001. Mr. Larsen called for a motion to approve the Minutes of the Council Meeting held on December 8, 2001. Pursuant to motion duly made and seconded, the Minutes were approved as presented.

    3.Treasurer's Report. Mr. Foltyn reported that the Section continues to be financially sound.

    4. Chair's Report. Mr. Larsen reported that the Section continues to be called upon to become involved in various programs that are a good service to the membership and constituency. To bolster out-state participation in the Section, Mr. Larsen has contacted various firms from Traverse City to the southwest part of the State encouraging attendance at the Mid-Year Meeting. Mr. Larsen signed-off on the Chairman's Letter for the Business Law Journal. Mr. Larsen reported that the upcoming issue of the Journal looks great and the work product will hopefully be increasingly useful to our membership.

    5. Committee/Directorship Reports.

    A. Standing Committees.

      1. Agricultural Committee—A written report of this Committee is attached to these Minutes. Mr. Dresser discussed Public Act 116 (Farmland Preservation Unit of the DNR—relaxed the rules for farmers/landowners). The Committee continues to mature but is struggling with the direction it should take, as agricultural law is not a real recognized area of expertise in Michigan. Land preservation and succession between generations is an important issue. Perhaps it makes sense to liaison with the probate section. Any recommendations are appreciated.

      2. Commercial Litigation—A written report of this Committee is attached to these Minutes. Ms. Akers announced that they received a tremendous response to an invitation to participate in an ad hoc committee that will make recommendations regarding the establishment of a Business Court in Michigan. Information will be distributed to the committee outlining the advantages/disadvantages of a business court and a facilitative discussion will be held on April 18, 2002. Ms. Akers will report to the Council at some point thereafter with a recommendation on how to proceed. Ms. Akers announced that her committee presented a program today at the Hyatt Regency in Dearborn entitled Business Lawyers and the Media relating to crisis management and media relations.

      3. Corporate Laws—A written report of this Committee is attached to these Minutes. Mr. Klimko reported that the Committee filed an amicus curiae brief with the Court of Appeals in connection with the reconsideration by a special panel of the Court of Appeals of the holding in Estes v. Idea Engineering. The decision of the special panel of the Court of Appeals paralleled the amicus brief and in fact the Opinion quotes liberally from the brief. Mr. Moscow reported that the Committee continues to pursue proposed amendments to the Revised Judicature Act as well as amendments to remove the requirement for obtaining tax clearances upon dissolution. The Committee welcomes ideas for amendments to the Business Corporation Act, which is amended periodically.

      4. Debtor/Creditor Rights—A written report of this Committee is attached to these Minutes. Ms. Miller reported that the Committee is assisting in the planning of a tribute dinner for departing bankruptcy judges. Ms. Miller reported the Committee, in conjunction with the In-House Counsel Committee and the ACCA, is planning an April 29th seminar at the Dearborn Hyatt Regency that will cover a number of bankruptcy and creditors rights topics, namely what to do when a supplier or customer files for bankruptcy. The Committee continues to participate on the Advisory Committee to the House Civil Laws and Judiciary Committee on amending state exemptions; continues to monitor proposed legislation that has been submitted in connection with the protection of pension and benefit plans; and continues to monitor pending bankruptcy legislation.

      5. Financial Institutions—No written report. The committee reports that it continues to monitor pending legislation relating to financial institutions.

      6. In-House Counsel—A written report of this Committee is attached to these Minutes. Ms. Martin-Anderson clarified that in relation to the seminar the Committee is co-hosting with the Debtor/Creditor Rights Committee and the ACCA, that the ACCA is the American Corporate Counsel Association that is a trade association for in-house attorneys. The recipient of this year's $1,000 ACCA scholarship is Michael Detzy, at UD Law. There will be a reception on March 20th in his honor.

      7. Nonprofit Corporations—A written report of this Committee is attached to these Minutes. Ms. Forbes reported that the Committee continues to prepare updated amendments to the Michigan Nonprofit Corporation Act. The Committee welcomes comments on outstanding issues relating to the Nonprofit Corporation Act.

      8. Regulation of Securities—A written report of this Committee is attached to these Minutes. Mr. Gold reported that the Committee continues to monitor proposed amendments to the Michigan Uniform Securities Act. Several proposals at the federal level are expected in the next few weeks that will greatly impact securities lawyers.

      9. Uniform Commercial Code—A written report of this Committee is attached to these Minutes. Mr. Mears reported on the proposed revisions to Articles 2, 3 and 4 of the Uniform Commercial Code. Mr. Mears has discussed with ICLE the idea of reviving the seminar John Trentacosta used to do ("Recent Developments Under the Uniform Commercial Code"). ICLE is interested but wants to wait until the law changes.

      10. Unincorporated Enterprises—A written report of this Committee is attached to these Minutes. Mr. Minkus reported that the Committee co-sponsored the "Choice of Entity" seminar in January. Mr. Minkus reported that the Michigan Limited Partnership Act has to be modified in light of the issues presented by cross-entity mergers involving limited partnerships.

    B. Directorship Reports.

      1. Legislative Review—A written report is attached to these Minutes. Ms. Baker reported that the Bills to permit corporations and LLC's operating nursing homes to use the terms "health care," "health care center," "rehabilitation center," or similar terms in their names were signed January 11, 2002, and have immediate effect. Ms. Baker reported that there will be a silent launch at the end of March of a new business portal on the e-Michigan website with links to the Department of Treasury for tax i.d. numbers, etc. There will be a Q&A page that will walk users through the start up of a new company. There is considerable concern that this is an unauthorized practice of law.

      2. Program—Mr. Lark reports that the program for the Mid-Year Meeting is finalized and the brochures have gone out. Topics are timely in light of the economy. Shell Stark reports that numbers are down from last year but now that the brochures are out, hopefully the numbers will go up. Mr. Lark introduced Mark High who was in attendance. They are discussing topics for the Annual Meeting this September in Grand Rapids.

      3. Publications—The Committee reports that the BLJ is going to print tomorrow.

      4. Section Development—A written report is attached to these Minutes. Mr. Damschroder reported that the Committee continues to work on the database project. Responses to the survey so far are fairly diverse. Preliminary reports are available for committee chairs. These lists will be useful for target marketing—which has never been done before. The "Did You Know?" article in the upcoming BLJ addresses some of the current activities of the Section and encourages members to become more active. An Ad Hoc Committee is working to further development activities including a scholarship award program, increasing out-state participation, increasing young lawyer participation, continuing legal education, and identifying the roles of council members, directors and committee chairs. Mr. Damschroder facilitated a discussion of whether it would be appropriate to use Section funds to hire a meeting consultant.

      5. Technology—A written report is attached to these Minutes. Mr. Khoury reported that ICLE will send in pdf format copies of all of the BLJ articles. We need content for the website. A proposed format for future reports will be submitted so that presentation is consistent on the webpage. BLS is sponsoring ICLE E-Commerce Institute on June 18, 2002.

    6. Other Business and Announcements. Mr. Minkus reported on a Business Law Boot Camp series in conjunction with ICLE and inquired whether the Section is interested in co-sponsoring the program. Mr. Damschroder reported on another ICLE series entitled "Life Cycle of a Business."

    7. Announcement of May Meeting. The May Council meeting will be held on Saturday, May 18, 2002, at 7:30 a.m., at the Grand Traverse Resort.

    8. Meeting 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 duly made and seconded, and unanimously approved, the meeting was adjourned.

    Respectfully submitted,
    G. Ann Baker
    Secretary of the Meeting



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