Meeting Minutes - Transition Board
Transition Board of Directors - Legal Aid of North Carolina
June 28, 2002 Meeting (BOD Mtg #14) - FINAL MEETING
Adams Mark Hotel, Winston-Salem, NC
Persons in Attendance:
The following persons were present for this meeting:
Board members: Cal Adams, Leo Allison, Glenn Barfield, David Daggett,
Sarah Davis, Allen Johnson, Pender McElroy (Chair), Dorothy McHugh, Laura
Shofner and Willis Williams. Cal Adams held proxy for Elizabeth Cox.
Guests: Ted Fillette, Susan Gottsegen, George Hausen, Bernetta Johnsson,
Chris Marks, Celia Pistolis, Gina Reyman and Delsey Williams.
Call to Order
Pender McElroy, Chair of the Transition Board, called the meeting to order at
1:15 pm.
Adoption of Agenda (Pender McElroy)
McElroy presented the meeting agenda. Willis Williams moved that: "The
agenda be adopted."
Sarah Davis seconded the motion. The motion was approved unanimously.
Approval of minutes of May 31, 2002 meeting
Cal Adams moved that:
"The Minutes of the May 31, 2002 meeting be approved with the following
revision to the
Governance Committee section: the insertion of the name of ‘Mary Flowers
as the ex officio client member’ and the addition of ‘Ward’ to the name of
C.R. in the last paragraph of this section."
Willis Williams seconded the motion. The motion was approved unanimously.
Report from Nominating Committee (Allen Johnson)
Allen Johnson reported, in the absence of Committee Chair Rick Fay,
that the Committee held a conference call with the following
Committee members participating: Burton Craige, David Daggett, Rick
Fay, Allen Johnson and Rhonda Shepherd. The call involved discussion
of the officers listed in the bylaws and that the bylaws do not
actually have an Executive Director, but a president. Under the
current trend for non-profit organizations, the President is the CEO
and has the same duties as Executive Director. George Hausen is
actually the President of Legal Aid of North Carolina, Inc. The
Committee members also discussed the various terms of office for the
incoming board members and how to suggest board members for the
offices of Chair, Vice Chair, Secretary and Treasurer. The Committee
will meet again by conference call on July 8, 2002 and wanted
direction from the full board about selecting officers and proposing
term limits for various board members. The Transition Board directed
the Nominating Committee to present a slate of candidates who are
willing to serve in those positions to the full Board at its next
meeting.
George Hausen reported that the North Carolina Bar Association Board
of Governors at its annual meeting had named its remaining
appointees as Willie Dawson of New Bern and Farruk Ikbal of
Asheville.
There was a discussion about selecting officers and the initial
terms for those officers as well as other board members. Also, the
composition of the Executive Committee of the Board will need to be
considered as the current Bylaws of Legal Aid of North Carolina,
Inc. calls for the Board to designate two or more directors to
constitute the Executive Committee.
Glenn Barfield moved that:
"Article IV, Section 1 of the Bylaws of Legal Aid of North Carolina,
Inc. be amended to read as follows:
‘Article IV. Section 1. Executive Committee. The Executive
Committee of the Board of Directors shall be comprised of the officers
of the corporation, except the President, and two additional at-large
members of the Board of Directors appointed by the Board. The Executive
Committee shall have and may exercise the authority of the Board of
Directors in the management of the business and the affairs of the
corporation during intervals between meetings of the Board. Vacancies in
the at-large membership on the Executive Committee shall be filled by a
vote of the Board of Directors at a regular meeting or a special meeting
called for such purpose. The Executive Committee shall keep minutes of
its proceedings and shall report to the Board of Directors on action
taken. Minutes of the Meetings of the Executive Committee shall be
prepared and kept with the records of the corporation.’ "
Leo Allison seconded the motion and the motion was approved unanimously.
Willis Williams moved that:
"Article V. Sections 1 and 2 of the Bylaws of Legal Aid of North
Carolina, Inc. be amended to read as follows:
‘Article V. Section 1. Officers. The officers of the corporation
shall be the Chair of the Board, Vice-Chair of the Board, President,
Secretary and Treasurer. The officers of the corporation shall have the
authority and perform the duties as prescribed in these bylaws and as
from time to time may be prescribed by the Board of Directors. Article
V. Section 2. Election and Term. Officers of the corporation,
except for the President, shall be elected by the Board of Directors at
the annual meeting of the Board of Directors. Each officer of the
corporation, except the President, shall hold office until the next
annual meeting and until a successor is elected and qualifies. The
President of the corporation shall hold office at the pleasure of the
Board of Directors.’ "
Glenn Barfield seconded the motion and the motion was approved unanimously.
Local Advisory Councils (George Hausen)
George Hausen reported that Local Advisory Councils would need to be selected
and that he will create a proposal for selecting members to those councils. He
will present this proposal to the Nominating Committee for review and
discussion. The Nominating Committee will then present its proposal to the Board
for action. The Board discussed the composition of Local Advisory Councils in
the interim.
Dorothy McHugh moved that:
"The current members of the Board of Trustees for the various Legal
Services of North Carolina offices and current members of the Boards of
Directors for Legal Services of Southern Piedmont, North Central Legal
Assistance Program and Legal Aid Society of Northwest North Carolina be
designated as Local Advisory Councils."
Cal Adams seconded the motion and the motion was approved unanimously.
Publicity (George Hausen)
George Hausen reported that Dock Kornegay had distributed press packets about
Legal Aid of North Carolina to various media across the state. A logo had been
designed as a way to identify or brand the organization. Glenn Barfield had made
a wonderful presentation about the new organization as part of the Academy of
Trial Lawyers Annual Meeting. The North Carolina Bar Association was also
promoting Legal Aid and there was a great deal of information presented during
its Annual Meeting in Wilmington. The NCBA also has something special planned as
a kick off for July 1, 2002. Signs and business cards with the new name have
been created for each office. Also, promotional materials (coffee mugs, buttons,
pencils and mouse pads) were being distributed to employees and others,
including Board members. Hausen presented each Board member at the meeting with
a coffee mug, button and pencil with the Legal Aid name and new logo.
Ted Fillette explained that the two new offices in Charlotte (Legal Aid of
North Carolina and Legal Services of Southern Piedmont) were promoting their
different services in a "Partners for Justice" campaign. He distributed a
pamphlet that has been produced and is being provided to clients, social
agencies and others to explain the functions of those offices.
Recommendation on Committees (George Hausen)
George Hausen reported that he had no recommendations for committees to serve
the Board of Directors; however, a Personnel Committee was needed immediately to
work on new personnel policies related to salary structure, leave time, etc.
Cal Adams moved that:
"A Personnel Committee be appointed with the following Board members:
Cal Adams, Leo Allison, Glenn Barfield, Pender McElroy, Jim Maxwell and
Laura Shofner."
Willis Williams seconded the motion and the motion was approved unanimously.
Cal Adams was designated as the Chair and George Hausen will staff the
Committee.
Hausen indicated that until the Board adopted formal personnel policies,
existing policies in the four programs would operate as temporary policies. Most
of the policies in the four programs were similar, but Legal Services of
Southern Piedmont had some very distinct policies. There was discussion about
the need for "staff buy in" with any new policies created. Policies will be
circulated to all staff and an appropriate period for comments will be provided.
Adams moved that: "Cindy Patton be appointed as an ex officio member to
the Personnel Committee."
Glenn Barfield seconded the motion. The motion was approved unanimously.
Governance Committee (Cal Adams)
Cal Adams distributed copies of the Bylaws of Legal Aid of North Carolina for
the Board’s text being distributed.
Adams moved that:
"The Bylaws of Legal Aid of North Carolina, Inc. as amended earlier
today along with the following corrections: ‘24th
Judicial District C in Article II. Section 3.’ should read ‘26th
Judicial District C’ and the language ‘Amendments to Article II, Section
2 approved February 22, 2002’ found on page 8 of the Bylaws should be
deleted."
Willis Williams seconded the motion and the motion was approved unanimously.
Report from the Management Structure Committee (Allen Johnson)
Allen Johnson reported that the Management Structure Committee had completed
its work and had no further assignments to address.
Report from the Real Property Committee (George Hausen)
George Hausen reported that Legal Services Corporation had not made a decision
about the real property proposal and that no decision was expected by July 1,
2002.
Report from Property Conveyance Committee (Gina Reyman)
Gina Reyman reported Deann Richardson Spell had recommended that the Board
address formal conveyance of the property at its meeting on July 26, 2002. At
that time, assignments of the leases could also be approved.
Additional Issues for Discussion
Cal Adams moved that:
"The Board approve the direct deposit of Legal Services Corporation
funds into Legal Aid of North Carolina, Inc."
Glenn Barfield seconded the motion and the motion was approved unanimously.
Banking institutions require formal Board approval of printed resolutions for
imprest accounts and new IOLTA accounts for client funds. David Daggett moved
that:
"The Board adopt the resolutions authorizing the transactions in the
following accounts:
1) Mechanics and Farmers Bank, Raleigh, NC-close an existing account
and terminate the process for opening a new account;
2) Lumbee Guarantee Bank, Pembroke and Fayetteville, NC- open an imprest
deposit or savings account to endorse checks and make payments, but no
authority to borrow or lend funds;
3) Lexington State Bank, Lexington, NC- open an imprest deposit or
savings account to endorse checks and make payments, but no authority to
borrow or lend funds for both imprest and IOLTA account for client
funds;
4) Wachovia /First Union Bank Greensboro, NC- open an imprest deposit or
savings account to endorse checks and make payments, but no authority to
borrow or lend funds;
5) RBC-Centura Bank, Durham, NC- open an imprest deposit or savings
account to endorse checks and make payments, but no authority to borrow
or lend funds; and
6) First Citizens Bank- open an imprest deposit or savings account to
endorse checks and make payments, but no authority to borrow or lend
funds for both imprest and/or IOLTA accounts for client funds for the
following local offices: Asheville, Boone, Hillsborough, Raleigh,
Smithfield, Sylva and Wilmington."
Dorothy McHugh seconded the motion and the motion was approved unanimously.
Glenn Barfield moved that:
"The Board authorize Pender McElroy to sign any other bank
resolutions for the purpose of opening a deposit or savings account so
long as there was no authority to borrow or lend funds and so long as
McElroy was satisfied that the requisite paperwork was in order."
Willis Williams seconded the motion and the motion was approved unanimously.
Final Statements from Transition Board MembersThere were shouts of "Hallelujah" from Willis Williams, Dorothy McHugh and
others as the meeting concluded.
Glenn Barfield remarked on the transformation of the process that began with
tension, concern and scrutiny from an audience. Today, the tension was missing
and there was no audience in the room. He congratulated the Board for
designating Pender McElroy as the Chair and noted that Pender’s work on this
Board, among his other activities, resulted in his being recognized as the Pro
Bono Attorney of the Year by the North Carolina Bar Association. On behalf of
Legal Services of North Carolina, Glenn thanked Pender and other Transition
Board members for their work.
Gina Reyman expressed her deep appreciation to the private attorneys and
clients who had spent so much of their personal time during this process.
Willis Williams provided the client’s perspective by echoing that there was
less tension around the table and that clients had been empowered by this
process. The Transition Board had proactively encouraged client participation
and that he expected the Legal Aid Board to continue that encouragement.
David Daggett invited all present to attend the 40th Anniversary of
the creation of the Legal Aid Society of Northwest North Carolina, the oldest
legal aid organization in the state.
Pender McElroy stated that on behalf of the Board, he wanted to sincerely
thank the many staff persons who helped further the process – including Gina
Reyman, George Hausen, Ted Fillette, Susan Gottsegen, Michele Cofield and Celia
Pistolis. On a personal note, McElroy noted that tension and mistrust were
evident at the beginning of the process; however, everyone was intent on doing
the best thing for our clients and programs. People put aside selfish motives
and self-interests to create a statewide program that will be efficient and will
be able to work together for the clients. He remarked that Legal Aid of North
Carolina was ready to go forward in a way that the Transition Board could be
proud of. The sixteen people who came together as the Transition Board have a
done a marvelous job and he extended his personal thanks to each of them.
Dorothy McHugh moved that the meeting be adjourned sine die, and Sarah Davis
seconded the motion. The motion was approved unanimously.
Meeting summary prepared by Celia Pistolis.
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Mission Statement
Legal Aid of North Carolina is a statewide, nonprofit law firm that
provides free legal services in civil matters to low-income people in
order to ensure equal access to justice and to remove legal barriers
to economic opportunity.