Meeting Minutes - Transition Board
Transition Board of Directors - Legal Aid of North Carolina
April 22, 2001 Meeting (BOD Mtg #2)
The Legal Services (LS) Transition Board met for the second time on April 27,
2001, at Camp New Hope, Chapel Hill, NC.
Present at the meeting were Transition Board members: Pender McElroy (Chair),
Willis Williams (Vice-Chair), Leo Allison, Jack Holtzman, Linda Rollock, Richard
Fay, Glenn Barfield, Allen Johnson and Elizabeth Cox. Also present were: Kay
House, Ted Fillette, Ken Schorr, Michael Hamden, Michelle Cofield, Gina Reyman,
Melissa Pershing, Evelyn Pursley, Kellie Fleshman and Janet Ledbetter.
Transition Board members David Daggett, Frank Queen, Dorothy McHugh, Nellie
Kearney, Cal Adams, Tracy Barley, and Valerie Kight were unable to attend.
The meeting convened at 10:30 a.m. with Chair Pender McElroy presenting a
proposed agenda for consideration. Jack Holtzman requested that funding from the
NC Legislature be added to the Agenda.
The Board approved the April 2, 2001, minutes correcting an error regarding
the date of the next Transition Board meeting. The Chair proposed that the
procedure for placing matters on future meeting agendas would be that interested
persons should let the Chair or the staff liaison know of the agenda item ahead
of time. The name of the person who wanted the item on the agenda would then
lead the discussion on it.
A discussion was held regarding the name of the LS Transition Board. It was
ultimately decided to retain the name as the most descriptive of the activities
taking place and because the name had already been publicized to the larger
legal services community.
Pender McElroy turned to Agenda Item 4 concerning the LS Transition Board
Statement to Field Programs. After some minor modifications were made for
clarification purposes, Kay House agreed to send out the Statement as an e-mail
announce to LSC-funded program employees. Melissa Pershing said that she would
insure its posting on the LSC Transition Board website. Other ways of
disseminating the Statement and other Transition Board communications (for those
people who don't have e-mail) included incorporation into pre-existing
communications, such as the PLAN newsletter (the LS Planning Council newsletter)
as well as the newsletters published by the NC Justice Center and LSNC. Janet
Ledbetter will coordinate the dissemination of all statements made by the LS
Transition Board and will work with Client Council Coordinator Kellie Fleshman
on getting the message out to clients.
Glenn Barfield stated that it was important to let the field programs know
that we would not change the geographical location of staff attorneys in the
next year, as those attorneys would need to be handling currently open case
files.
Allen Johnson questioned whether the funds from all different funding sources
currently received by the four separate programs, would be retained by them.
Pender McElroy posited that this issue would be decided by the governing board
of the new entity. Glenn Barfield remarked that the Transition Board should lay
as much foundation as possible for the new board to follow by including in the
by-laws and charter of the new entity what the goals of the new entity are and
what the new board must do to accomplish those goals.
Willis Williams noted that the governing board would be autonomous, and that
whatever the Transition Board decided, the governing board could look at and
change. Allen Johnson said that he thought that the allocation of funding from
the NC Legislature and unrestricted work was a big issue.
Jack Holtzman pointed out that funding from the Legislature would be discussed
under Agenda Item 5a, and wondered where, other than through a recent flurry of
e-mails, there was any other place where the funding allocations for restricted
and unrestricted work was being discussed. Melissa Pershing offered an apology
concerning the original e-mail that started the "flurry". Gina Reyman offered
that this issue would be discussed in Planning Council meetings with members
representing unrestricted programs and special client populations.
Pender McElroy expressed a concern that we were now going to have three groups
discussing the restricted/unrestricted issues and funding allocations: the
Planning Council, the LS Transition Board and the TB/PC Joint Committee for
Unrestricted Services. He then added that it was very important that we all come
out of this of one accord and with one mind, with something that is acceptable
and workable. Ted Fillette said that the Joint Committee for Unrestricted
Services at it's May 1, 2001 meeting would discuss the relationship between the
new LSC-funded statewide entity and everyone else.
Willis Williams stated that we have to watch out for the "elephant vs. ant"
perception of those who have power and resources. Rural areas would get left out
because urban areas have more resources, and Williams expressed the need to be
open, honest and come up with a workable plan with the idea of shared power.
McElroy reiterated the need for consensus, and Glenn Barfield said that this
Board was one forum for basic discussion on these issues. Another forum is the
Planning Council that has staff representatives from the four LSC- funded
programs. Barfield questioned what might happen differently when the four
programs represented by staff are at the Planning Council, compared to when they
are represented by board members at the Transition Board. He concluded that this
Board was the forum to commit to how the four programs will relate. This is
where the decision should be made as to what happens with the resources and the
people of the four programs.
Gina Reyman pointed out that Tracy Barley, the Management Structure Committee
Chair, had requested the four programs provide information regarding the types
of funding each program has, where such funding comes from, what percentage of
the total budget each type of funds represents, the conditions or restrictions
on the funding, and the status of the funding (ongoing versus time-limited). The
Resource Committee of the Planning Council is also looking at these issues.
A discussion ensued regarding which group (the Joint Committee, the Transition
Board, the Planning Council) has authority to make the decisions regarding who
is going to get the state money, foundation grants and raise private money?
Pender McElroy pointed out that we need to keep in mind why we are here,
concluding that under the resolutions, everything decided here goes back to the
four Boards. Unless the four programs go into this process willing to address
all the issues on how will legal services will be delivered in North Carolina,
we will be wasting our time. We will resolve all major issues here on how the
LSC-funded entity will be configured, how legal services are to be delivered,
what it will look like, and how the programs will be funded, whether LSC, state
or private. We can't bind governing boards, but we are here to resolve all
issues.
Pender McElroy asked Kay House if she was talking about two approaches with
her board making decisions and this board going in a different direction? Kay
House responded that her Board (LASNNC) had made a commitment to join the
LSC-funded entity, and agreement on other funding was being sought. She remarked
that her Board was not sure that the solution was one organization, but they
were open to it, however they are still not sure, since they are still doing
research. The Winston-Salem Board is seeking to get agreement but their
resolution was different from the other three programs. Our Board wants to go to
Pisgah and take a look at increasing resources.
McElroy pointed out again that members from all four governing boards serve on
the Transition Board.
Ted Fillette noted that the LS Transition Board does not represent the whole
legal services community. The Planning Council represents the broader legal
services community. The Planning Council forum takes in all organizations, so
non-federal funding is an issue to coordinate discretionary funds.
The Chair recognized that the Planning Council is important and the LS
Transition Board needs to coordinate decisions with them so they don't diverge,
but reiterated that the LS Transition Board is the important forum to address
all issues.
Glenn Barfield said we need to determine how the four programs are going to
set their positions. The four programs should not advocate something at this
Board and their executive directors something else at the Planning Council. The
four programs represented here on the LS Transition Board should be the forum
for seeing how the independent programs fit in with the funding and the delivery
of legal services. We can be most powerful with one organizational position. The
obligation is to be unified as four programs.
Ken Schorr provided information that while LSSP has representation here on the
LS Transition Board, LSSP staff have already begun meeting and discussing what
work should be part of the LSC-funded entity and what should be separate and how
to relate unrestricted work it might want to do to the NC Justice Center, and
asked the members to keep in mind that different pieces of work have to be done
statewide. The Joint Committee will serve as the idea forum for the LS
Transition Board and the Planning Council.
Pender McElroy stated that he had a problem conceptually with this discussion
because some are wearing two hats. The Planning Council brings to the table
non-federal programs. What LSSP wants to do with funding unrestricted funding
and delivery has to happen here. Rick Fay commented that, in his opinion, it
ultimately has to come back here, but it doesn't have to start here. But we
don't want the Planning Council to go off in a different direction. We need to
be using the same song sheet. We need to agree that this is what LSNC,
Winston-Salem and Charlotte has to do and where the funding is coming from.
Willis Williams stated his concern that by retaining funding for unrestricted
programs in urban areas, you are taking resources away from rural areas. You
want to carve out restricted and unrestricted work and just trickle down to
rural areas. When all resources are taken away by the urban areas, then the east
and the west stay where they are now.
Ted Fillette said, we can't decide unilaterally. We want to have this
discussion with the other players. We want to talk about all the work, like work
on welfare, housing, and legislative, that gets done statewide, not just in
Mecklenburg County. Who will do it is the question. We must have a comprehensive
way to look at work that needs to be done. What pieces of work can we do with
what resources available? We need to know how the whole thing fits like a big
quilt. We have to have a whole discussion painted out in watercolors. That first
plan of quilt will come here. I don't know how it will turn out. We must avoid
competition for state money for unrestricted work.
Kay House said that, it’s my turn to make an apology, if I have given the
impression I think we can do it better in Winston-Salem. We know it isn't so.
Glen Barfield said we know it's good work and we want it done in rural areas.
Ken Schorr added that, LSSP has an incredible track record for the whole state
doing major litigation and advocating legislation even when we had only local
funding. Our track record of sharing resources across the state is
extraordinary. We are committed to building a statewide LSC program. We have an
opportunity to do repair work on client perceptions and feelings held over from
the 1996 blow of restrictions. We have to figure out what different pieces of
work need to be done where. We can't come here and deliver United Way funding
from Charlotte's local campaign. We would take a $100,000 drop in funding. The
question is how do we preserve our local funding with the expectations of the
local funders? The only thing that LSSP agreed to do is support the LSC funded
program but nothing else. I'm not against sharing resources. Glen Barfield
responded that some resources are simply not portable. It will not be a
perfectly balanced funding arrangement, but don't destroy funding which is not
portable.
Allen Johnson said this should be the forum to discuss all of this, like what
can't be done from one locale while understanding that some money can't be
moved. Pender McElroy said, let's get it all out here. But I hear Ted Fillette
saying let's go somewhere else first. The Joint Committee is the sub-committee
which will discuss these issues at the May 1 meeting. They will come back here
with a report at the May 24 meeting. Glen Barfield added that we should not try
to bind Leo Allison, Jack Holtzman, Rick Fay, and Cal Adams who are the LS
Transition Board members on the Joint Committee.
Gina Reyman stated that it doesn't matter who recommends what to whom,
provided the analogy that, in the Planning Council, the LSC program is described
as the "whale" with everyone else being minnows in the sea. We have to find a
way to say we are all in the sea together.
Pender McElroy asked what do LSSP and Winston-Salem intend to do? Ken Schorr
responded that the staff has been meeting to determine what pieces of work can
be done with unrestricted funds, what money should go to support that work, were
they would live, what geographic location, and we need to discuss this with the
NC Justice Center. It could be something like an unrestricted program for the
whole western side of the state. We could do unrestricted work in housing and
Hispanic issues. We need to talk to the NC Justice Center and the Farmworkers
Unit. We want to try to put all the pieces up on a board to see where they best
fit.
Glenn Barfield said that having programs left behind in Charlotte and
Winston-Salem to do some unrestricted work is an exciting prospect. But if we
are trying to equalize delivery of service in the east, what happens to the
unrestricted work in that area? Kay House responded, what about a hub in
Greenville. We need housing code in rural areas. What about class actions for
nursing homes? There is an explosion of funding when bar leaders and community
leaders come together to work on a project. We should replicate the urban
fundraising approach. We should nurture urban areas and the place to start is
where you've got something already going. Charlotte is way ahead of
Winston-Salem in fundraising, but we tripled our United Way funding this year.
If we can do it, it would be our obligation with our housing expertise and the
Elder Law Clinic at Wake Forest Law School.
Pender McElroy said I am concerned that there is a division of personnel
resources with one entity doing restricted work and the other doing unrestricted
work. I am also concerned that two programs will be competing for the same state
dollars from the Access to Justice Act. If you keep LSSP alive, you will hurt
the statewide entity. Ken Schorr said I am concerned about the same thing. My
staff has meetings about what will be the future. Some staff will be working for
LSC and others for the unrestricted entity. When creating a new program in
spirit, LSC should not view itself as competing for funds for unrestricted
services.
Glenn Barfield commented it's about perceptions. The whole point is this new
program will be the only LSC-funded program. But the LSC program can't exist
just on federal funds. The existing programs have value in the community and
resources for the unrestricted work. The money gets divided as to what we can
and what we can't do. Ken Schorr stated that LSSP had state money from 1989 to
1996 and did unrestricted work like class actions.
Barfield pointed out that the legislative reality has changed at the state
level, in the same ways and at the same time as it did in Congress. I'm
pessimistic about whether the current state legislature would fund unrestricted
work. I don't think they will do that.
Kellie Fleshman advised the Board that the Client Council wanted to make sure
there was a discussion at some point about the need to educate local attorneys
and the project directors about the plight of our clients. Some legal services
attorneys show apathy toward clients. We need to talk about funding community
education to everyone about the plight of our clients.
After the lunch break, it was agreed that the Transition Board would have a
joint meeting with the Planning Council on June 15 at Wake Forest Law School in
Winston-Salem, NC.
Glenn Barfield reminded the Board that the LSC grant application is due on
July 2.
Willis Williams reminded the Board that the Client Council needs to be
involved when you bring the Planning Council and the Transition Board together
because they are not a client majority. With 1.4 million clients, I try to
express what they say.
Gina Reyman offered that the Planning Council budget included funds for Bob
Echols to write the grant application. Gina Reyman was asked to take the lead in
coordinating the four programs in working with Bob Echols to write the grant
proposal.
Pender McElroy asked, is there any more discussion on restricted and
unrestricted issues? It is important to air different views and positions.
Melissa Pershing mentioned, regarding local funding, that LSNC had
institutionalized in its bylaws that locally-raised money stayed local and that
each local program had a sub-account of its own where locally-raised money was
deposited and stayed for use only by the local program. We use "doing business
as" designations to retain locally identifiable names. Almost all of LSNC’s
local offices have some United Way grant or grants. United Way funds are local
funds and stay local in LSNC. Money contributed to the Access to Justice
campaign stays local. Legal Services of Lower Cape Fear, the LSNC program in
Wilmington, tripled its Access to Justice funding this year. LSNC dealt with
this issue directly during the LSC consolidation where we maintained local
501(c)3 corporations for fundraising only.
Kay House reported on behalf of Transition Board member Cal Adams that Ran
Bell, from Womble Carlyle & Rice in Winston-Salem had agreed to provide pro bono
legal assistance to the Transition Board in creating the new LSC funded entity.
For Agenda Item 7, Glenn Barfield reported on the Governance Committee
telephone conference on Tuesday, April 24. The committee had a lively discussion
about the size of the board in terms of manageability and effectiveness. They
recommended that the new LSC board have 21 - 27 members and their current goal
is to accomplish deciding what criteria to use in designing the selection of the
new board. Cal Adams provided the LSC regulations. Client board members should
have leadership positions to develop client leadership. Local boards will be
involved in client selection and are the places for local client members to
become leaders. Barfield noted that local communities around the state had
invested in their local LSNC program offices because of their geographic
locations in the community, which could demonstrate the potential vitality of a
statewide program. We need the synergy and connectedness of local communities
with a statewide focus. The pro bono commitment is part of local investment. He
added, we must have diversity of race and gender. We need representation from
the affinity bars, such as the North Carolina Association of Women Attorneys and
the North Carolina Association of Black Lawyers. This will offer cover and
credibility. We want a program that is valued in the state. Funders should also
be represented on the boards. We need to organize and develop client-run and
client-based statewide community organizations, which are equivalent to the
affinity bars. We also talked about recruiting high profile leaders with
statewide recognition and people with a great deal of board experience on local
boards. We need juniors and seniors of service on local boards.
Willis Williams said that we must recognize the need to look for clients and
identify how client members come on board. We need to look at what organizations
to draw from and encourage formation of client members. Glenn Barfield mentioned
his "overlay theory." We can draw from legal services districts which constitute
local board of trustees, have locally based committees for clients and attorneys
that come from local bars. The local seat would be part of a larger district
selection. And added that he and Cal Adams would work on a governing board model
while Ted Fillette and George Hausen would also be working on one. The next
conference call meeting of the Governance Committee was scheduled for May 15.
Allen Johnson reported from Management Structure Committee regarding their
conference call meeting. A discussion was had about the importance of language
and the terms "merger" versus "consolidation". Assignments were given out, such
as: looking at whether any other states have created or plan to create a brand
new entity, looking at organizational charts of existing organizations and
developing an unrestricted activities wish list. The next telephone conference
call for the Management Structure Committee will be on May 11 at 11:00 a.m.
The Transition Board also discussed the issue of having an interim director of
the new entity, but tabled that discussion because it was felt the Transition
Board should be limited to designing the structure and management of the new
entity, and that the permanent board should hire the new executive director.
Allen Johnson pointed out that creating a management structure has to involve
all key people responsible for working with the organization. It is important to
make this plan feel like everybody's plan.
Melissa Pershing suggested the use of an outside consultant like Gerry
Singsen, III. The Board, by consensus, gave Pender McElroy permission to call on
Mr. Singsen.
Michelle Cofield announced that the NC Bar Oversight & Implementation (O&I)
Committee would be replaced by a new Standing Committee on Legal Services that
Jim Maxwell is setting up. Ran Bell was a member of the O&I Committee and,
because of the minimum 120 days it takes to get the IRS exemption for a new
501(c)(3), she should be involved in the Governance Committee May 15 telephone
conference call. It was suggested she also be invited to come to the May 24
meeting.
Turning to Agenda Item 13 on Timetables in the 1999 Planning Council Report,
it was suggested that the work of some of the Planning Council committees might
be useful if shared with the Transition Board. As an example, Melissa Pershing
said that the Technology Committee had prepared a report identifying what each
LSC funded office had in terms of technology and what basic technology standards
needed to be meet in every office throughout the state.
Michelle Cofield said that she can provide community education information.
Gina Reyman was asked to prepare a summary on the timetables and the committee
reports.
Pender McElroy said that we needed to determine which would be better, to
create a new entity or use an existing 501(c)(3) corporation. He asked the
Governance Committee to look at this issue. There is a time issue for forming a
new 501(c)(3) corporation since it takes six months for IRS recognition.
Pender McElroy said that we need a name for the new entity. We need to think
about corporate names. It was noted that recent national studies using focus
groups had published findings that "Legal Aid" has more recognition than "legal
services."
Gina Reyman suggested that we have a naming contest. The name is going to be
important. Michelle Cofield suggested that we design a T-shirt with the new
corporate seal from a new logo design to get the staff excited about working for
this new entity. Glen Barfield suggested that we ask each person on this Board
to come with their top three names by the May 24 meeting. Soon as we pick a
name, the more we will invest in it.
Melissa Pershing pointed out that doing a background check on a chosen name is
very important, saying at one point Legal Services of North California was vying
with LSNC for a web address of www.lsnc.org.
The meeting concluded around 3:00 p.m.
Minutes prepared by Janet Ledbetter.
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