Utah Bar Journal

As an initial matter, we appreciate Mr. Vetter for his candor and his desire to raise issues regarding the Bar he feels are of importance. It is through this type of dialogue that the interests of the Bar will be served and such member interest can ultimately lead to the Bar’s improvement.

As mentioned by Mr. Vetter in his article, at the request of the Court the firm of Grant Thornton recently completed a review of the Bar and its governance. This review was delayed for a period due to the difficulty of finding a firm that would perform such a review and do so at a cost that was not prohibitive. Because of concerns raised by Grant Thornton about proprietary issues in respect to making the report public, it was initially summarized on the Bar’s website rather than presented in its entirety. However, the Bar Commission felt that the report was of sufficient importance that it should be available to all Bar members, notwithstanding the reviewing corporation’s proprietary concerns. Consequently, and after a period of discussion with the reviewers, the entire report has been available on the Bar website for several weeks. Beginning August 1, members have had the opportunity to obtain a full copy of the report from the Bar office. We invite our members to become familiar with this report.

Mr. Vetter’s suggested changes and the Grant Thornton report’s recommendations mirror each other in many respects. For example, both suggest that the Bar develop and implement a long-term strategic plan, and both discuss the need for a further operational review of the Bar. However, the two differ in some regards. For example, the Grant Thornton report concludes that the current level of communication between the Bar and its members is sufficient, while Mr. Vetter asserts that it is lacking. Grant Thornton meticulously analyzed the composition and membership of the Bar Commission and found it to be adequate, while Mr. Vetter asserts that the makeup of the Commission should be altered.

One of the issues raised by Mr. Vetter was the expenditure of funds by the Commission for various meetings and events. A significant portion of the expenditures highlighted relate to the ongoing participation of the Commissioners in governance meetings, including attendance at annual and spring conventions where the business of the Bar is conducted. For example, the Bar Commission meeting in Sun Valley included reports and discussion related to the long-term strategy plan. Additionally, the training and education Bar Commissioners gained in attending various leadership conferences the ABA and the National Council of Bar Presidents offered have resulted in forward-thinking leadership and governance of the Bar. We believe prudent management of the Bar requires an ongoing investment in the education, training, and development of our 24-member Board. The amount of these expenditures for that purpose, as compared to another organization of like size, is moderate by any measure. While some of the events Mr. Vetter referred to that took place during this past year were at seemingly desirable locations, that is not the usual case in most years. Furthermore, the 75th Anniversary Dinner was, by its very nature, a one-time event.

Every year Bar members are invited to provide comments on the proposed budget for the upcoming year, including proposed expenditures for meetings and activities of this type. We would strongly advocate that every Bar member take advantage of this opportunity to review the Bar budget and let the Bar Commission know of any concerns. Commissioners are sensitive to the trust we carry for Bar members, and to the need to account properly and publicly for all expenditures. Our goal is the betterment of the Bar, and we would hope that the membership will bring to our attention any matter of concern. Additionally, any discussion of a Bar dues increase at this juncture is probably premature. It has not yet been studied to any extent by the Commission. Ultimately, it is a matter for the Court to decide after careful consideration and input from membership.

Mr. Vetter has raised ten suggested changes in his article, some of which have been touched on above. In an effort to clarify the Bar’s position on these points, we will briefly summarize our response to each of his suggestions.

Recommendation 1 – Recognize that the Bar is a Quasi-Governmental Entity and Operate with Greater Transparency with Open Meetings
It is asserted that the Bar operates essentially in the public sector, funded primarily by mandatory membership dues, and therefore has the appearance of a quasi-governmental entity. While we do not wish to delve too deeply into the nuances regarding what qualifies as a quasi-governmental entity, there are at least conceptually some parallels. Commissioners view their role as public servants to members of the Bar when deciding the use of all Bar funds, whether those funds originate as membership dues or otherwise, and diligently strive to make wise use of every dollar received. As for open meetings, the Bar Commission meetings, with the exception of executive sessions wherein personnel issues are discussed, are open to all desiring to attend. Moreover, the agendas and minutes for these meetings are available to all members on the Bar’s website. We encourage all Bar members to involve themselves in these meetings and to review the records relating to all business conducted by the Commission.

We strongly disagree with the assertion that the Bar Commission is lacking in experience and training. The Commission is made up of an array of individuals who represent wide and varied backgrounds, experience and training, not only in the legal profession, but also from government, higher education, business, corporate, nonprofit, financial, and other professional sectors. Many serve or have previously served on other public and private boards requiring similar leadership skills. Each Commissioner brings valuable insights and guidance to the group. We can assure members that Commissioners – being lawyers – are not passively engaged in their role. All decisions of the Commission requiring a vote are subject to debate and it is not unusual for controversial issues to be debated in more than one meeting before a vote is taken. The public members of the Commission represent active and strong decision makers in this process and their opinions are afforded equal consideration.

Recommendation 2 – Develop and Implement a Strategic Plan
The Grant Thornton report also adopted this recommendation. Accordingly, and on an annual basis, the Bar Commission meets and identifies key strategies to be implemented within the next 12-18 month period. To complement these annual meetings, the Commission is working on an extended long-range strategic plan. As part of the Bar Commission’s June retreat, the initial phase of this long-term strategy plan was undertaken and the plan should be finalized by year end.

Recommendation 3 – Improve Communication with Bar Members
As noted above, the Grant Thornton report did not find any inadequacy in the communication between the Bar and its members. Nevertheless, the Commission strives to find ways to increase the awareness and involvement of Bar members. For example, this year we made an effort to reach out to lawyers practicing in areas removed from the Wasatch Front by holding leadership meetings in St. George, Vernal, and Price. These meetings were combined with an informal lunch with local lawyers and judges. Our gatherings provided members the opportunity to ask questions and communicate directly with the Bar President, Commissioners, and Bar staff.

With the advent of the internet, the opportunity for rapid communication lies at our fingertips. Accordingly, and in addition to the Bar Journal, we issue a number of e-bulletins via email on current events. We endeavor to provide adequate electronic and other written communication that will convey important information without overburdening our membership. Communication with Bar membership is an ongoing challenge, but one we continually review and work to improve, and we would appreciate any feedback from our members with respect to the amount or content of information provided both on the website and in the Bar Journal. We would also remind members that one of the primary roles of each Bar Commissioner, whether elected, ex officio or appointed, is to act as an information resource to his/her constituency. We encourage our members to communicate with a Commissioner when they have questions or concerns. Contact information for each Commissioner is readily available on the Bar’s web page as well as in the Bar Journal. Bar staff is also available to answer member questions.

Recommendation 4 – Change the Make-up of the Bar Commission
It is suggested that the composition of the Commission be changed so that it is less dependent on geography and more on specialized groupings within the bar, such as new lawyers, minorities, women lawyers, corporate counsel, and public sector lawyers. It is also suggested that two non-elected Commissioners be appointed by the Court to supplement the two non-lawyers currently appointed by the Court to the Commission.

The structure of the Commission including its size and the issue of apportionment of its voting members resides exclusively with the Supreme Court. In 1999, the Court formed a task force to undertake a study and make recommendations regarding Bar governance including the size of the Commission and whether there was fair representation of lawyer membership by the Commission. While the work of the task the force did not consider the specific proposal of creating Commission representation along special interest lines, it is clear from the directive of the Court issued thereafter and in response to the recommendations contained in the report that the Court believed that geographic representation on the Commission was important and should be maintained. An apportionment of Commission representatives based on classes or groups rather than geography could be problematic, given the overlap between the various groups, and the challenge of creating a fair make-up that would accurately and completely reflect the membership of the bar. Under the current structure, two non-lawyer voting members of the Commission are appointed by the Court as public members. They serve a vital function in maintaining the public trust and oversight by the Court. One of the public members traditionally appointed is a Certified Public Accountant who also sits on the Budget and Finance Committee. Both public Commissioners take an active role on all issues before the Commission, and their observations and comments are insightful and valuable. The Commission believes that the current structure which provides for public and Court oversight by two non-lawyer voting members appointed by the Court is sufficient. Finally, the Grant Thornton report examined the make-up of the Commission and found it to be adequate.

Recommendation 5 – Curtail Commission Expenditures
The issue of Commissioner expenditures has been discussed at some length previously. The Commission is sensitive to the financial responsibility it bears, and continually strives to meet financial needs and issues in a fair, impartial, and frugal manner. We will consider any constructive criticism offered by our members that is intended to lead to a more cost-effective way of conducting the business of the Bar. One portion of the operational review will include an analysis of expenditures related to Bar operations and governance, including Bar funds allocated for leadership training and related travel. It is inconsistent to argue that Commissioners are unqualified to sit on the Board and at the same time complain of the expenditure of funds for the training and education of these leaders.

It should be noted that service on the Commission requires a significant personal contribution by each member in order to fulfill their duties. Commissioners contribute untold hours of personal time out of a desire to improve the Bar, serve members, assist the Court, and provide public service. These are hours that could potentially have been billed by lawyer Commissioners in private practice and, in other cases, these hours represent uncompensated monetary time. Being a Bar Commissioner is not a series of pleasure trips and perks. Rather, it is hard work, dedication and commitment. The Commission meets almost every month, usually in Salt Lake City, which requires repeated travel by several members of the Commission living outside of the Salt Lake metro area. Bar Commissioners also serve on sub-committees, have assignments, oversight tasks, and participate in numerous activities between Commission meetings. Commissioners take their responsibilities seriously, and are very much aware that their actions and decisions will be available for scrutiny by the Bar membership and oversight committees (such as the Court-directed Budget & Finance Committee), as well as the Court directly. Our experience has been that Commissioners conscientiously strive to fulfill their duties with integrity and frugality.

Recommendation 6 – Separate Commission Expenses from CLE Programs and Reduce the Cost of CLE Programs
It is asserted that the spring and annual conventions are priced higher than they otherwise would be, due to expenses of Commissioners attending. Contrary to this position, the Bar financial statements reflect that travel and training expenses of the Commission are separate from the CLE budget. The overall cost for each CLE event varies depending on the cost of the presentation room rentals, food, travel costs and fees for outside speakers, and publication of materials, but does not include any expense related to Commissioners’ attendance. The CLE department budget is designed to essentially break even, which translates to an average cost of $25 per CLE hour and is substantially less than amounts charged by commercial providers.

Recommendation 7 – Adopt a Code of Ethics for the Commission and Bar Staff
The Commission currently has in place an ethics disclosure policy that is adhered to by both Bar Commissioners as well as Bar staff. The purpose of the disclosure is to provide information on any outside activity or involvement that may pose a conflict of interest in the decisions made by the Commission or the work done by staff. As members of the Bar, Commissioners are subject to the Rules of Professional Conduct and are accountable to the Court and have also taken a Court-administered oath. It is our position that the ethics disclosure policy and the Rules of Professional Conduct are more than adequate and that an additional ethics code would be redundant and unnecessary.

Recommendation 8 – Conduct a Preliminary Audit of Bar Operations
This was also a recommendation of the Grant Thornton report, and one in which the Commission concurs. The Commission is currently reviewing which auditing method will best serve the bar among the four alternatives provided in the Grant Thornton report, as well as the alternative offered by Mr. Vetter.

Recommendation 9 – Revive Programs that Benefit Bar Members and the Public
As noted above, the Bar commission is in the process of revising its strategic plan. In this process it has considered and is still considering the various services it can and should provide for its members and the public, and the best way to provide them. Over time, not all programs or services are found to be successful or cost effective. For example, membership in the lawyer referral service, which required a full time Bar staff member, had dwindled to just 163 lawyers before it was outsourced. Readership surveys of the Bar Journal indicated that the overall objectives of the publication could still be maintained by refocusing on scholarly content, reducing the number of issues published per year while realizing a cost savings. Additionally, the Bar’s utilization of e-bulletins has proven to be a far more effective and less expensive alternative to the Bar Journal in delivering time sensitive information to our members. As for pro bono efforts, a Bar committee is currently studying pro bono work statewide, to determine the best ways to improve pro bono efforts. The Bar Commission is anxious to hear the results of this study, and to implement whatever programs will best promote the Bar’s pro bono efforts based on the committee’s recommendations.

The Bar is constantly striving to find new and effective ways to serve its membership and the public, and, in recent years, there have been a number of new programs that the Bar has offered. These include the new Casemaker legal research application, the Lawyers Helping Lawyers program, confidential professional counseling for members and their family members through Blomquist Hale (www.blomquisthale.com or 1-800-926-9619), and the new diversion rule program for certain disciplinary matters. The Commission continues to re-evaluate each program to ensure that it is cost-effective and fulfills its purpose. The Commission is open to and welcomes suggestions regarding what the Bar can do to best serve its members and the public.

Recommendation 10 – Bar Members Should Get Involved
The Bar Commission heartily agrees that Bar members should get involved in Bar matters and in how the Commission directs its efforts and conduct its business. We encourage comments and suggestions from members of the Bar, and we can assure you that we consider all of them.

We agree with the proposition that the Bar could be improved, and that Bar members should express their concerns and ideas for improvement to the Commission. We encourage an ongoing dialogue with you to that end, and we remain open and responsive to your questions or concerns.