THE DBA BOARD UNANIMOUSLY RECOMMENDS AMENDMENTS TO THE DBA CODE OF REGULATIONS

By The Honorable Mary L. Wiseman DBA President Montgomery County Common Pleas Ct

The DBA’s Code of Regulations (“COR”) were initially drafted and placed into effect on July 2, 1990. Revisions to the COR were made in 1995, 1998, 2003, 2007 and 2014. The DBA’s Board of Trustees unanimously recommends that the DBA’s Members approve, at our next annual meeting, new changes to the COR. These changes implement modern practices and procedures that better reflect the DBA’s governance and operations. The Board of Trustees extends its sincere appreciation to attorney Lisa Pierce of Dinsmore and Shohl for her expertise and assistance in drafting these proposed amendments.

In addition to non-substantive wording changes, such as making the COR’s language gender neutral, the following list highlights the recommended amendments:

• References to the Code of Professional Responsibility are changed to the Ohio Rules of Professional Conduct and the COR now mirrors the language of the Rules of Professional Conduct when such standards are addressed. See Art. 1, §5; Art. III, §8. • The number of Trustees on the Board shall be no less than 10, nor more than 12, with the two additional appointments by the President, as may be approved by the Board. Art. III, §1. • The nominating committee provision, Art. III, §2, now has greater specificity, including a duty of recusal on the part of nominating committee members being considered for leadership positions on the Board. • Notice to Members of actions requiring membership approval can be made using Bar Briefs; the DBA website; email; or other electronic format generally accessible to Regular Members. See Art. III, §2; Art. VI, §4, Art. IX. • The term of office for the Secretary and Treasurer is reduced to one year, although the persons in those positions may serve two consecutive terms. Art. III, §3. This provides for uniformity in the length of time all officers serve on the Board. • A majority of the Board will constitute a quorum and a majority vote of the quorum is required for the approval of business. See Art. III, §12. However, the Board may conduct business by emails or teleconference which requires unanimous consent, pursuant to Ohio law. See Art. III, §§12, 13. • The Executive Director’s position is re-titled to Chief Executive Officer to more accurately reflect the position and its duties. See Art. IV. Presidential duties have also been modified to reflect the modern operation of the DBA. • Required Standing committees or sections are those required by Rule or statute, with all other sections formed, continued, or discontinued in the discretion of the Board. See Art. V, §1. • The threshold for DBA Members to call a special meeting is increased from 25 Members to one-fourth of the active membership roll and the quorum for a special meeting is increased from 25 to 50 Members. See Art. VI, §§2, 3. • Prohibitions on conflicts of interest for the Board Trustees are now specifically included. Art. III, §15. Indemnification of Board members is expressly stated. See Art. VIII.

Just as attorneys urge clients to periodically review corporate governance documents, policies, and procedures to maintain compliance with evolving legal requirements and best standards, the DBA undertook the same diligent review of its COR. The recommended changes improve ease of governance and conducting essential business while maintaining transparency, accountability, and the highest ethical standards for Trustees. These recommended amendments can be viewed in their entirety on the “DBA News” section of the website: www.daybar.org. At the 2020 Annual Meeting, the DBA Board of Trustees respectfully requests that the Members approve these amendments.

DAILY COURT REPORTER www.DailyCourt.com Miami Valley's Choice For Effective, Afforable, Legal Publishing!