Resolution Ketter About Uniform - DOC by ara10623


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									                        MINUTES OF THE MEETING OF THE
                          BOARD OF DIRECTORS OF THE
                         BUSINESS LAW SECTION OF THE
                           STATE BAR OF WISCONSIN

                        May 4, 2006 from 11:30 a.m. to 2:00 p.m.
                        Monona Terrace - Dane Room, Madison

       The meeting of the Board of Directors of the Business Law Section of the State

Bar of Wisconsin was held May 4, 2006 at the Monona Terrace in Madison, Wisconsin

pursuant to written notice.

Attending the meeting in person were:

              Brian L. Anderson, Chairperson
              Walter J. Skipper, Vice Chairman
              Richard J. Latta, Director
              Leslie Van Buskirk, Director
              Salud Garcia, Staff Liaison
              Judd Wyant, Director
              Matt Rowe (by Telephone)
              Jason Lee, Director
              Kevin J. Howley, Secretary/Treasurer
              Thomas L. Frenn, Ex-Officio Chair (and Legislative Coordinating Chair)
              Rebecca Grassl Bradley, Director (and E-Commerce Law Study Committee
              Jason J. Westphal, Government Relations Coordinator, State Bar of

        Mr. Anderson called the meeting to order at approximately 11:45 a.m.
Mr. Anderson began the meeting with introductions and called on directors and officers
to introduce themselves to one another. Mr. Anderson introduced the newly-elected slate
of directors and officers to serve for the upcoming terms: Walter T. Skipper will serve as
President; Kevin J. Howley, Vice President; and Rebecca Grassl Bradley,
Secretary/Treasurer. New directors include Tom Frenn, who will be an at-large director
Lee Jones and Judd Wyant.

      Mr. Anderson next reviewed the Minutes of the prior Meeting. Upon motion
made and seconded, the Board unanimously approved the Minutes as written.

       Mr. Westphal provided the legislative report:

            Revisions to the adoption of UCC Article 5 has been passed and signed into
law. Mr. Skipper suggested that this would make a good article for the newsletter.

              The pending amendments to Chapter 180 passed both houses and was
awaiting the Governor's signature. Ms. Van Buskirk noticed that the Department of
Financial Institutions has asked the Governor to delay signing the Bill until they can get
the necessary electronic forms updated. Mr. Skipper agreed to do a summary article
regarding the changes for the newsletter.

       Mr. Westphal noted that the Business Law Section was one of the most successful
and active Sections in this legislative session having two bills successfully passed.
Mr. Westphal pointed out, however, that the Amendment to correct the Real Estate
Transfer fee "loophole" was dead for now. Mr. Skipper asked Mr. Latta to review the
issues regarding the Real Estate Transfer fee within the Limited Liability Company
Committee and to provide a report within six months so that the Business Law Section
can educate its Members and, as necessary, the legislature on the issues and the impact on
LLC's that are being selected to avoid transfer taxes.

       Mr. Westphal next discussed the Unincorporated Cooperative legislation that had
been once vetoed by the Governor but has been passed again. Mr. Skipper said he would
send an e-mail to Section Members to ask if any of those who work with Cooperatives
would be interested in monitoring these issues on behalf of the Section. Mr. Westphal
then pointed out that the Shareholder Liability Statute has passed and will likely be
signed as well.

       Mr. Westphal then reviewed items that may be taken up in the next legislative
session, including the Uniform Securities Act (Mr. Westphal was asked to coordinate
with Brooke Billick of the Securities Committee and to also work with the Banking Law
Section, to develop a strategy with regard to this legislation). Also on the docket will be
the revised Uniform Arbitration Act. Mr. Westphal said he would be working with the
Alternative Dispute Resolution Section to try to resolve issues relating to this bill. There
was a discussion as to how much involvement the Business Law Section should have
with regard to the revised Uniform Arbitration Act, given the demands of other potential
agenda items.

        Next, Mr. Anderson then requested that Mr. Howley give the Financial Report.
Mr. Howley stated that the Section's current cash-flow ran at a deficit for the year but the
cumulative surplus continues. Mr. Howley next gave the newsletter report which calls
for a transitioning of newsletter duties to Ms. Grassl Bradley. Mr. Skipper suggested that
Mr. Howley request by e-mail that Board Members and Committee Heads be asked to

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provide articles at least once a quarter. It was noted that the Appellate Law Section has
begun publishing their newsletters electronically and Ms. Grassl Bradley was requested
to follow up with Ms. Garcia to examine the feasibility for an electronic publication

        Mr. Frenn next gave the Board of Governor's report. He reported that the multi-
jurisdictional practice rules proposed did not get the requisite 60% majority required for
implementation. He discussed the passage of the $50 Supreme Court Assessment.
Mr. Frenn indicated that he would not be running for re-election to the Board of
Governors for the next term.

        Mr. Anderson next introduced a discussion of the 2007 State Bar Convention.
Mr. Skipper proposed the question of whether the Business Law Section should maintain
a full-day program on Wednesday. The Board agreed that it made sense to stay with the
full-day program. The Board discussed the State Bar's desire to establish a "spot light"
program to bring in a paid speaker. The program would take place on Thursday and
would result in an additional program for the Business Law Section. Mr. Anderson and
Mr. Latta agreed to follow up on potential speaker candidates.

       Ms. Garcia next provided an update on State Bar matters. She discussed a new
Judges Commission to be established to enable the assessment of fines and incarceration
for judges based on complaints from Lawyers. She discussed the Business Assistance
Program, noting that an application form has been created on the Department of
Commerce website for those looking for assistance. Ms. Garcia mentioned that she has a
new assistant to help her with this matter and that the Program requires more
participation from Section Members in certain areas.

       Mr. Skipper reported that he was planning to attend the ABA Business Bar
Leaders Conference in Chicago the following week and that he would report back on his
findings at a subsequent meeting. Mr. Anderson next reported on the Section Leaders
council held March 31, 2005, and the Section Leaders Administrative/Lobby Fees
Subcommittee, of which he is a Member. The Subcommittee is working on developing a
uniform proposal for the BOG to address allocation of the Administrative and Lobbying
fees fairly across the Section.

        Mr. Anderson next provided an update on the University of Wisconsin Business
Lawyering Project involving Professor Richard Haymann, and the use of law student
liaisons, Quinton Johnson and Jason Thompson. The Board approved a $5,000
contribution to the University of Wisconsin Business Law Section to support Professor
Haymann's effort, but the project is not yet shown any tangible developments. With
regard to the student liaison program, Mr. Anderson indicated that we are continuing to
try to find an effective way to make that program work to create a meaningful interaction
with the student representatives. Mr. Anderson then discussed the Business and Non-

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Profit Organization Assistance Program's efforts, noting that Bill Tehan had stepped
down from his leadership position on this project. Future opportunities and other
prospective leaders of this effort were discussed. Mr. Anderson noted the appointment of
Ryan Van Den Elzen to the Venture Capital Committee Chair.

       Mr. Skipper then gave the Antitrust Committee report on behalf of Brian Winters.

       Mr. Howley gave an update on the status of the Chapter 180 ABA Subcommittee.

     Mr. Skipper next noted that Andrew Ketter will co-chair the Chapter 180 State
Law Subcommittee with Charles Sprague.

        Rick Latta reported on Chapter 183, noting that "fixes" in several areas are going
to be pursued. Mr. Latta also requested approval to do an amicus curiae brief in
connection with a Chapter 183 records case, Kasten vs. Doral Dental. The Board asked
Mr. Latta to prepare a memorandum summarizing potential positions that we might take
prior to authorizing a formal participation in the case.

    Mr. Anderson noted that Ms. Grassl Bradley would continue to head the E-
Commerce Subcommittee.

       Mr. Skipper then summarized recent input from other committee chairs for the
balance of the Section Committees, noting particularly that Brooke Billick is looking for
a replacement to head the Securities Committee.

      The Board next unanimously and enthusiastically thanked Mr. Anderson for his
many contributions and diligent services as President of the Section.

       There being no other matters, the meeting was adjourned at approximately 2 p.m.

                                          Respectfully submitted:

                                          Kevin J. Howley, Secretary

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