Oregon State Bar

Meeting of the Board of Governors

March 31, 2000 – Seaside

Mission Statement: The mission of the Oregon State Bar is to serve justice by promoting respect for the rule of law, by improving the quality of legal services, and by increasing access to justice.

Open Session Minutes

The meeting was called to order by President Rew on Friday, March 31, 2000 at 10:35 a.m. The open session on Friday was from 10:30 a.m. to 3:00 p.m., and from 3:30 p.m. to 3:35 p.m. (recessed to the Judicial Proceedings agenda from 3:00 p.m. to 3:10 p.m., and recessed to the Executive Session agenda from 3:10 p.m. to 3:30 p.m.). All members of the Board of Governors were present with the exception of Sarah Rinehart and Jim Sumner; and Dick Baldwin from 2:55 a.m. to 3:30 p.m. Staff present, for all or portions of the meeting, were Karen Garst, Executive Director; Susan Grabe, Public Affairs Attorney; Sandy Hise, Executive Assistant; Bob Oleson, Public Affairs Director; Kay Pulju, Communications Manager; George Riemer, General Counsel; and Jeff Sapiro, Disciplinary Counsel.

1. Report of Officers

A. Report of the President

1. Meeting with Chief Justice Carson

Mr. Rew reported on the meeting with Chief Justice Carson he attended on March 9 with Ms. Garst, Mr. Oleson, Ms. Pulju and Ms. Walsh. Highlights of the meeting included reorganizing the Professionalism Commission, the May 6 Citizens Conference, and the judicial budget.

2. Local bar and editorial board visits to Benton, Clackamas, Columbia, Lane, Linn, Marion and Polk Counties

Mr. Rew reported on good attendance and discussions at recent local bar visits. He thanked board members who have filled in for him at various meetings.

3. Report of the 2000 Western States Bar Conference (WSBC)

Mr. Rew described the programs at the WSBC as excellent. Reports from other bar associations were informative and provided an update on their key issues and programs. Mr. Rew felt that the OSB is the leader in what is being accomplished by mandatory bars.


B. Report of the President-Elect

1. Report from NCBP Mid-Year Meeting

Mr. Harnden indicated that the NCBP programs were attended by a large number of deans and representatives from law schools. The focus was on how to integrate practice issues and professionalism into the curriculum. There was considerable discussion about MDP and what other bar associations are doing in that regard. Mr. Harnden indicated he had material on these subjects that he would be glad to share with others.

Mr. Rew commended Mr. Riemer for his excellent comments at the Illinois State Bar Association sponsored program on the multi-disciplinary practice issue.

B. Report of the Executive Director

1. General status report

Ms. Garst reported that the Attorney General's Office had recently issued an opinion to the PERS Board regarding the bar's status as a public entity for purposes of participation in PERS. This matter will be coming up on the PERS Board’s public agenda.

Jennifer Maldonado, Convention Coordinator, was recently awarded 'Planner of the Year' honors by Meeting Planners International. A congratulatory letter from the BOG will be presented to Ms. Maldonado.

Ms. Garst asked the board to consider some flexibility to process reinstatement requests that are received after the normal deadline for BOG agendas. There was agreement to do so, but to continue to stress the deadline in all instances.

2. Rules and Ethics Opinions

A. Disciplinary Rules and Procedures Committee

1. Amendments to Bar Rules of Procedure

Mr. Sapiro presented a number of proposed amendments to the Bar Rules of Procedure (BRs). Amendments ranged from minor housekeeping to extending the term of service for SPRB members from three years to four years. The SPRB was unanimous in proposing to extend their terms. Members of the SPRB are just 'getting up to speed' in the first three years, and the amendment will permit retaining more seasoned members for one more year. A question and answer period ensued.

Action: Ms. Cohen moved, Mr. Williamson seconded, to recommend to the Supreme Court the amendments to the Bar Rules of Procedure as shown on agenda exhibit pages 31-96. The motion was approved by the board (14-0-2; absent Rinehart, Sumner).

3. BOG Committees, Special Committees, Task Forces and Study Groups

A. Policy & Governance Committee

[Carried over to June board meeting.]

1. Consider rule change to eliminate term limits for House of Delegates members

2. Bylaw and BOG Policy amendments regarding SLAC

3. Technical corrections to BOG Policies

B. Budget & Finance Committee

1. Proposal to fund CLE publications with member assessment

[Carried over to June board meeting.]

2. Proposed member fee increase for 2001

[Carried over to June board meeting.]

3. Discussion regarding potential OSB/PLF facility

The following motion resulted from the board's work session on March 30. Gordon Davis, Ric Weaver and Dick Solomon will be involved in negotiations for a potential building site.

Action: Mr. Harnden moved, Mr. Williamson seconded, to authorize the BOG/PLF Facilities Study Group to explore options presented by Richard Didzun, President of Commercial Properties Northwest, regarding purchase of a building to house OSB and PLF staff. The motion was approved by the board (13-0-3; absent Baldwin, Rinehart, Sumner).

C. Public Affairs Committee

[Carried over to June board meeting.]

1. Status of legislative and judicial resource activities, the new Public Defender Services Commission, and an outline of current law

improvement proposals


D. Strategic Planning Committee

[Carried over to June board meeting.]

1. Status Report

E. Access to Justice Committee

[Carried over to June board meeting.]

1. Status of Legal Needs Assessment

F. Executive Director Review Special Committee

[Carried over to June board meeting.]

1. Proposed process/timeline for 2000 executive director performance review

G. PLF Policies & Procedures Task Force

[Carried over to June board meeting.]

1. Status report

4. Professional Liability Fund

[Carried over to June board meeting.]

A. PLF Bylaws 3.1 and 3.2 – PLF Director terms

B. PLF Policy 3.150 – Exemption for Independent Contractor

C. Long Range Planning Committee meeting – April 14

D. Year-End 1999 PLF Report


5. Appearances/Special Issues

A. Consider board work session issues regarding PLF

The board reviewed matters from the March 30 joint work session with the PLF Board. The work session focused on ways to improve communications between the Board of Governors and the PLF Board of Directors (BOD). Mr. Riemer's attached memorandum, dated March 21, 2000, proposed options, at the request of the BOG, for the reorganization of the governance structure of the PLF. The attached memorandum, dated March 28, 2000, from Tom Peachey, PLF BOD Chair, was prepared in response.

EXHIBIT, p. 1-47

It was learned that the PLF Board had distributed Mr. Riemer's memo to a large number of bar members in advance of the BOG/PLF joint meeting to encourage feedback to members of the Board of Governors. The BOG reviewed and approved by consensus the attached letter to bar members who provided input explaining the board’s directive to staff regarding the development of a discussion draft for the board on reorganizing the governance structure of the PLF.

EXHIBIT, p. 48-49

Mr. Davis indicated he wished to make a statement to the board that was perhaps an appropriate topic for an executive session. Mr. Riemer raised the issue whether the board could go into in executive session on a personnel matter in light of the board’s lack of authority over the PLF staff, and in light of the requirements of the applicable provision of the Public Meetings Law. The board proceeded to discuss the following issues in open session, excluding staff except Ms. Garst, Mr. Riemer and Ms. Hise.

Mr. Davis opened the discussion by stating that while the BOG and the PLF Board had accomplished many positive things in their joint meeting, he felt that the BOG had failed to raise and address the most significant issue: (1) The inexcusable conduct by PLF CEO Kirk Hall and (2) the lack of a governance linkage that would give the BOG the ability to directly address this issue. Mr. Davis stated that he felt the board’s silence on this matter left Mr. Hall assuming that his conduct was condoned by the BOG and that he could only guess how Ms. Garst and Mr. Riemer must feel about their treatment as a result of their memo which was prepared under direction of the board.

PLF personnel authority

The BOG discussed that it had ultimate responsibility for the proper operation of the PLF, but had no authority over PLF staff. The PLF BOD should have been encouraged before now to hold Mr. Hall accountable for his past actions that have reflected poorly on the bar and for his efforts to deflect responsibility to others. Mr. Orf proposed it was time for the BOG to resume this oversight responsibility.

Ms. Garst discussed the lack of fairness in not holding a PLF executive to the same performance standards expected of OSB staff. The board’s lack of support in dealing with these issues has been very disappointing. It has placed her and Mr. Riemer in an extremely difficult position to continue to manage the bar. She and Mr. Riemer have been portrayed by the PLF Board and staff as attempting a power grab and to have self-initiated an ill-conceived staff reorganization with the intent to damage the PLF’s programming. Mr. Riemer felt he was being unjustly vilified for carrying out the wishes of the board and that his reputation was now under attack. At yesterday's work session he had no time to explain the recommendations he and Ms. Garst had developed at the board’s direction or to respond to Tom Peachey's memorandum which he had received only twenty-four hours before.

BOG/PLF BOD working relationship

Ms. Naucler said that the BOG may have delegated responsibility to the PLF Board in many ways, but the BOG still had the power to expect and direct. She felt the BOG failed to do that in yesterday's work session. The opportunity was overlooked to direct Mr. Hall to improve his leadership and to effectively manage his staff. Immediate action is very important to manage this situation. The PLF’s letter to solicit calls to the BOG demonstrates a very serious problem, as did PLF staff calling BOG members to protest Mr. Riemer's and Ms. Garst's 'intention to take over the PLF.'



Resolutions and process

Mr. Tyner proposed a resolution to incorporate recommendations from the memorandums of Mr. Riemer and Mr. Peachey to address changes in PLF reporting structure, joint meetings of the BOG/PLF BOD, increased attendance at PLF Board meetings by BOG members, PLF participation at BOG meetings for PLF agenda items, and for the Policy & Governance Committee to study the PLF governance issue with input from the PLF BOD. He suggested postponing policy decisions until after receiving input at the HOD meeting in September.

Mr. Davis suggested the board consider the following: (1) Adopt a no confidence resolution regarding Mr. Hall to be presented to the PLF BOD. (2) Amend the bar’s bylaws to give the BOG authority over the PLF CEO. (3) Develop a plan to assume control of the dialogue on this matter by Monday morning, April 3.

Mr. Lopez proposed a resolution on two fronts: (1) Reiterate the board's confidence in Ms. Garst and Mr. Riemer and their competence. A resolution needs to be presented that shows the BOG is 100 percent behind them, appreciates their leadership, and that the board wants them to continue to work beside it. (2) The BOG needs to take action to express its displeasure with the PLF’s distributing BOG meeting materials to third parties in advance of its discussions with the PLF BOD and creating a serious division within the membership and the staff. Mr. Lopez felt that a no confidence vote regarding Mr. Hall's management and leadership should be considered due to troubling events that have escalated over the past year. Part of the proposed resolution should direct the PLF BOD to investigate these matters, and for the BOG to take appropriate action and exercise its leadership after conferring with the PLF BOD.

Action: Mr. Williamson moved, Mr. Hytowitz seconded, to approve a resolution to express the Board of Governors’ confidence in the competence of Karen Garst, Executive Director, and George Riemer, General Counsel, and to express that the board is 100 percent behind them, appreciates their leadership, and wants them to continue to work beside the BOG. The Board of Governors fully acknowledges that Ms. Garst and Mr. Riemer acted in accordance with, and only upon, the board's directions to propose changes to the governance structure of the PLF. The motion was approved by the board (14-0-2; absent Rinehart, Sumner).

Discussion continued about whether to take a vote of no confidence regarding PLF CEO Kirk Hall. There was consensus to postpone this action, to gather more information, and to meet with the PLF BOD to discuss the matter. Various reasons for the no confidence vote were reviewed, including the amount of time the BOG and OSB staff have spent over the past year managing crises resulting from Mr. Hall's actions.

The board agreed by consensus to form a committee to be composed of Mr. Baldwin, Mr. Davis, Mr. Harnden, and Mr. Lopez to prepare issues raised at this meeting for discussion with Mr. Peachey and the PLF Board.

Action: Mr. Williamson moved, Ms. Naucler seconded, to schedule a special executive session of the Board of Governors in two weeks with appropriate notice under the Public Meetings Law, to invite the PLF Board of Directors to that meeting at an appropriate point, to prepare a confidential memorandum outlining the board’s lack of confidence in Kirk Hall as the PLF’s Chief Executive Officer, to notify Mr. Hall that he may request the meeting to be a public meeting, and to notify all participants that the meeting materials are confidential and not to be distributed outside the BOG or PLF BOD. The motion was approved by the board (14-0-2; absent Rinehart, Sumner).

Staff relationships and communications

Ms. Garst expressed regret that the PLF staff are in turmoil over this matter and feel mistrust toward her and Mr. Riemer. She proposed to hold an all staff meeting on Monday morning with representatives from the BOG and PLF BOD in attendance to explain this situation. Mr. Baldwin, Ms. Burrows, Mr. Harnden, Mr. Hytowitz, and Mr. Tyner volunteered to attend this meeting.

Discussion revolved around the recognition that the OSB staff and PLF staff are all part of the bar and are not separate organizations and should not be considered as such. A memorandum (attached) from Mr. Rew will be distributed on Monday, April 3, at the all-staff meeting to explain how this situation developed and the steps being taken to resolve it. Ms. Garst asked that the issue of staff contacting board members in this instance be addressed as inappropriate behavior.

EXHIBIT, p. 50-51


B. Proposed Admissions Rule on Corporate Counsel

[Carried over to June board meeting.]

C. Consider proposal for BBX to study admission rule to allow out-of-state lawyers to practice law for legal aid and other non-profit programs

[Carried over to June board meeting.]

6. OSB Committees, Sections, Councils, Divisions and Task Forces

A. Client Security Fund

[Carried over to June board meeting.]

1. Request to reconsider board action on CSF Claim No. 99-39 – Simpson vs Gloyn

7. Consent Agenda

Action: Mr. Harnden moved, Mr. Lopez seconded, to approve the following consent items. The motion was approved by the board (14-0-2; absent Rinehart, Sumner).

A. Reading and approval of meeting minutes for January 28, 2000, and special meeting minutes for the February 9 and March 10, 2000

B. Appointments Committee

1. Appointment of additional member to MCLE Committee

2. Additional appointment to Legal Heritage Interest Group

3. Appointment to Gilliam/Hood River/Sherman/Wasco County LPRC

4. Appointment to Lane County LPRC

5. Appointment to Legal Services Program Committee

6. Appointment of Secretary and member to the Uniform Civil Jury Instructions Committee

EXHIBIT, p. 52

C. Policy & Governance Committee

1. Proposed BBX Rule to Oregon Supreme Court

D. MCLE Committee

1. Approval of MCLE regulations


E. Client Security Fund Committee

1. CSF Claim No. 99-60 – McKee v. Hilke

2. CSF Claim No. 99-52 – Dorsey v. Smith

8. Default Agenda

Mr. Rew asked the board if it wished to discuss any items on the following default information agenda. There was no discussion.

A. Report of the Executive Director

1. Operations Report

B. Budget & Finance Committee

1. 1999 OSB Financial Summary

C. Annual Meeting Study Group

1. Status report

D. Client Security Fund Committee

1. CSF Claims Report

E. Disciplinary Counsel’s 1999 Annual Report

F. HOD communications and information

9. Good of the Order

A. Mr. Rew asked board members about proceeding with appointments to the Gleaves Committee.

Action: Mr. Scott moved, Mr. Davis seconded, to authorize Mr. Rew to make appointments as needed to the Gleaves Committee. The motion was approved by the board (13-0-3; absent Baldwin, Rinehart, Sumner).

Mr. Rew indicated he would report on the appointments at the June board meeting.

B. Ms. Garst thanked the board on her behalf and Mr. Riemer’s for its support.

10. Adjournment

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