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Vol. 44, No. 3

2019 Benchmarks Survey: In changing times, many bars make changes to their governance

By Marilyn Cavicchia

In the November-December 2019 issue of Bar Leader, we shared some highlights from the 2019 State and Local Bar Benchmarks Survey: Membership, Leadership and Governance, including the fact that many bars reported that they had recently made changes to their governance structure or were planning to do so.

We recently asked a few respondents for more details about these changes. The insights they shared offer a snapshot of what’s happening in governance at a time when bar organizations overall are experiencing rapid change.

Adding board seats for sections

Both the Austin (Texas) Bar Association and the Maine State Bar Association recently added board seats for particular sections: for the LGBT Law Section and the Women’s Law Section, respectively.

In the case of the Austin bar, adding a new seat was part of something larger: In February 2019, the bar’s board unanimously approved a request from the Austin LGBT Bar Association to be folded in as a section instead. In an article for Austin Lawyer, Nancy Gray, communications director for the Austin Bar Association, explains that in its eight years in operation, the LGBT bar ran many successful programs but struggled with “running a busy organization with only part-time, strictly volunteer staff.”

Previously, Gray explained to Bar Leader, the LGBT bar had a non-representative seat on the board, just as the Austin Black Lawyers Association and Hispanic Bar Association of Austin do. Becoming a section meant changing to a voting seat, as there is one designated for the chair of each of the bar’s sections.

Effective in January 2019, the Maine bar increased its board from 21 members to 22, adding a seat for its Women’s Law Section, to be filled not necessarily by the chair, but determined by section vote. The section approached Susan Driscoll, who was president when this idea arose. She then brought to the board the question of adding the seat, comparable to the one designated for the New Lawyers Section.

Around the same time that the section requested a board seat, recalls Executive Director Angela Armstrong, the national dialogue about women in the law and in other areas of life, including via the #MeToo movement, was gathering steam. After some discussion of the fact that women lawyers had other opportunities to join the board without a designated seat, the board ultimately approved the change.

The Women’s Law Section is a fairly large one, Armstrong notes, so the designated seat has been helpful in terms of creating a conduit for information. Because the bar doesn’t have dedicated section staff, previously, Armstrong or a board member who happened to be a section member would relay important details from board meetings.

“I think it’s helped us with our communication with the section,” she says. “This way is better, with information being directly taken back to the section.”

Board seats for other organizations

Some bars have reached outside of their own organizations, creating new board seats for representatives from other bars. For example, two years ago, the Colorado Bar Association and Denver Bar Association (which share staff but have separate boards) each added a board seat for a diversity bar representative. In the case of the CBA, the six diversity bars in the state get together and select one person for the seat. At the DBA, the president selects someone who has been president of one of the diversity bars within the last three years.

In either case, the person who is selected may or may not be a member of the bar whose board they’re joining. The board seat is a voting position, and this board member is eligible for officer positions. (In fact, says Patrick Flaherty, who recently stepped down as executive director for both bars, officers need not come from within the board.)

Adding seats for representatives from diversity bars is part of a much broader diversity and inclusion plan at both bars, Flaherty notes, adding that the reason for having the diversity bar representative in the room is not to remind the other board members that diversity and inclusivity matter, or to speak for every diverse lawyer in the city or state.

“It’s about strengthening a relationship with other bar associations,” he says, “not checking a box.”

The El Paso (Texas) Bar Association is reaching across the nearby border with Mexico, adding two ex officio seats to its board for bar organizations in the city of Juárez: la Barra Y Colegio de Abogados de Ciudad Juárez and  the local section of  la Asociación Nacional de Abogados de Empresa. The agreement is now being formalized but passed its board vote unanimously, according to President-elect Janet Monteros.

Monteros proposed adding the ex officio seats because she feels that Mexico is at a pivotal point when it comes to rule of law, having passed amendments to change its judicial system from an inquisitorial, administrative review of cases to a model of oral advocacy. Leaders of those two bars in El Paso’s sister city of Juárez, which is only a few minutes away, are eager to learn everything they can about the American system, Monteros says. The two bars have also been invited to write columns for the El Paso bar’s publication, she notes.

Perhaps because movement between the two nations is relatively common for people in El Paso and Juárez, Monteros says the bar was not concerned that adding the two ex officio seats would be seen as a political statement related to the border.

“For this generation and the one coming after it, we’re laying the groundwork,” she says, expressing the hope that collaboration and cooperation will take root and lead to a stronger judicial system in Mexico and a stronger relationship between the two countries. “Our hands were extended, and they extended their hands to us.”

Monteros also sees the three cities of El Paso; Las Cruces, New Mexico; and Juárez as a major metropolitan area together—and a burgeoning legal market. Law firm Baker McKenzie has an office in Juárez, she notes, and there’s movement toward opening a law school in El Paso.

“All these things are popping, and we’re excited to be part of it,” Monteros says. “It’s the future of our country.”

Adding a second year to the presidential term

Over the years, many bar leaders have noted the challenges of the single-year presidential term, which some bars have addressed by building a more intentional onboarding period for their president-elect. But what about adding another year to the presidential term itself?

One bar that took this unusual step, by amending its bylaws in 2016, is the San Bernardino County (Calif.) Bar Association. The two-year term applies to the entire executive committee, composed of president, immediate past president, president-elect, vice president, treasurer, and secretary, according to Michael Reiter, the bar’s immediate past president.

“The one-year term became standard in the 1930s,” Reiter explains. “However, because our bar year is November 1 to October 31, we found that presidents would be faced with a bar year where they didn’t really start hitting their stride until May. Then summer came, and before you knew it, it was on to a new bar year.”

Reiter says that he benefited from the additional year, which helped him maintain some of the progress that he thinks the bar made during the first year of his term, as well as allowing him to change course and correct anything that didn’t initially work well. He has observed that current President Eugene Kim is instead using the first year to lay groundwork that may help make the second year stronger.

The two-year term may not be comfortable for everyone, Reiter notes, because of the considerable time commitment, but he found that it was worth it. “I figure it was a once in a lifetime opportunity,” he says, “and it was made special by being two years.”

Looking at best practices in the nonprofit sector

The Cleveland (Ohio) Metropolitan Bar Association has made a number of changes in its governance recently, drawing from several sources for best practices among bars and among nonprofits in general. In addition to looking at what comparable bars in Ohio and elsewhere are doing, says chief executive officer Rebecca Ruppert McMahon, the CMBA has tapped into its area’s “rich nonprofit community,” including an organization called Business Volunteers Unlimited, whose mission is to help nonprofits build better boards.

Another impetus for recent changes, McMahon adds, is that some things related to the merger of the former Cleveland Bar Association and Cuyahoga County Bar Association still needed to be cleaned up or formalized.

Because the bar knew it had a lot of work to do, and also, McMahon says, because this is in line with “most strong, well-functioning nonprofits,” a governance committee was established in 2016. In spring 2018, revised regulations were approved by the membership.

One such change was to create a more formal way for business affiliates, which include paralegals and others who are not lawyers, to serve on the board. Previously, McMahon says, a president could appoint to the board one person who was not a lawyer, and that person would rotate out after three years. This experience has been positive, she says, and many nonlawyers who have a lot to contribute to the bar have been asking about ways to serve and lead. Under the new regulations, two of the six new board members approved each year can be nonlawyers. These business affiliate members can never make up the majority of the board, and currently, they are not eligible for any officer positions. However, McMahon adds, an upcoming bylaw change will allow them to serve as treasurer. 

Like many bars, the CMBA finds the lawyer population in its area shrinking. While its main focus remains its lawyer members, McMahon stresses, the bar is taking the opportunity to “really celebrate [its business affiliate members] and figure out how to integrate, in an appropriate way, their fabulous perspective and partnership with the legal industry.”

Another change was that, while the typical board member will still serve one three-year term, there’s now an option to allow an extraordinary board member to sign on for a second term. “While we continue to want to see lots of new faces and different perspectives coming into the boardroom,” McMahon explains, “we also did not want to close the door on a truly exceptional board member extending his or her service to the bar.”

Finally, similar to what has happened at many other bars, particularly as executive directors retire, McMahon’s title was formally changed from executive director to chief executive officer. It’s more than just semantics, she says; this change creates “more of a level playing field between the president and the chief executive, where the president is really driving the board and the strategy … and the chief executive is really left to drive the business of the organization, consistent with the strategic plan approved by the board.”

Also making the move from ED to CEO is the Ohio State Bar Association, whose general assembly adopted an amendment to the OSBA constitution in May 2019. The role of the executive director had been evolving over the past couple of years, says President Eleana Drakatos, and the revision to Mary Amos Augsburger’s title has helped to reflect that.

The change in title is part of an overall drive to be conscious of how the different roles and functions are delineated, Drakatos says, and of a wholesale effort to “be more efficient and effective as a governing body and to align our management practices to be more modern, nimble and responsive.”

Focusing the board’s attention on strategic direction and ambassadorship rather than day-to-day operations has helped bring the board back to what its purpose really should be, Drakatos believes.

“We are having fewer board meetings, but they are more meaningful,” she explains, adding that while the board still gets operational updates from Augsburger and dispenses of its business items, “our central focus is the kind of generative discussion that I believe will help ensure the long-term success of this organization.”

(Note: Responses from these and many other bars, on a variety of topics, can be found in the 2019 State and Local Bar Benchmarks Survey: Membership, Leadership and Governance, now available for purchase.)