MSBA Governance Updates: An Ongoing Journey

MSBA GOVERNANCE UPDATES AN ONGOING JOURNEY

I EXECUTIVE SUMMARY

Since 2017, the MSBA has been focused on becoming a more relevant, representative, and resilient organization. As part of that effort and its broader strategic plan, the MSBA has been undergoing governance reform efforts. Below is a brief history of these governance changes:

FY 2018 - A committee appointed by then President, Sara Arthur and Chaired by Marshall Paul, Esq. reorganized MSBA Bylaws to comply with current best practices. Prior to this effort, minor Bylaw amendments had occurred, but a wholesale restructuring and restatement had not taken place for some time. The Bylaw Amendments were approved at the Annual Meeting of the MSBA in June 2018.

FY 2019 - During this period, then President, Hon. Keith Truffer, formed a Policy Review committee to make amendments to MSBA’s Policy Manual. This committee was chaired by Past-President, Hon. Harry Storm, and resulted in a complete rewriting of the MSBA Policy Manual. This Policy Manual was adopted by the MSBA Board of Governors at the June 2019 meeting Board of Governors meeting.

FY 2020 - The needed revisions to the Policy Manual also required revisions to the MSBA Bylaws. As such, the President, Dana Williams, launched a new Bylaws Committee co-chaired by Marshall Paul and Hon. Harry Storm to recommend amendments to the Bylaws. These amendments were primarily administrative and clarified the role of the Board of Governors and Executive Committee and adjusted committee functions and composition to align with Policy Manual Revisions. These amendments were approved at the June 2020 Annual Meeting - held virtually due to the COVID-19 pandemic.

The MSBA is poised to deliver its next set of Bylaws amendments at the June 2023 Legal Summit & Annual Meeting. These amendments will focus on the composition of the MSBA Board of Governors. Our data shows that the MSBA Board of Governors is heavily concentrated in solo and small firm attorneys, litigators, and attorneys from major metropolitan areas. Although all of these are important segments of the profession, the amendments will ensure the Board of Governors is more representative of the entire breadth of the profession and sets the bar with respect to diversity in the profession. These goals will be accomplished in several ways, including

Increasing the overall size of the Board of Governors

Engaging more Sections at the Board level

Creating new paths to leadership, and

Developing a pipeline of new leaders

There are several steps in this final step of the governance reform process, including an open comment period for members to provide feedback. Ultimately, the amendments will be presented for membership approval at the June 2023 Legal Summit & Annual Meeting in Ocean City, MD.

Although the MSBA’s journey to become a more relevant, inclusive, and resilient organization continues, its efforts to date have benefited the MSBA and its members. Indeed, the MSBA has grown its CLE, and Publication department to include more quality programs, publications, and content in a wider variety of practice areas. Further, MSBA has expanded the value of membership by including unlimited access to digital CLE of 90 mins or less and a practice section of choice. The MSBA has evolved its advocacy work to become more influential in Annapolis. Finally, MSBA has outperformed other voluntary state bars in overall retention efforts.

Thank you for your continued support and membership in the MSBA… the home of the legal profession.

II MSBA’S JOURNEY TO DATE

The MSBA’s Strategic Plan has Fostered Success

Voluntary Bars have faced contracting membership rates over the past five years. On average, voluntary state bars have lost 8% of their membership each year during that same span. The MSBA outperformed the majority of voluntary state bars in 4 of the past 5 years, contracting on average just 3% a year.

Voluntary State Bar Average Contraction

MSBA’s focus on implementing its strategic plan has driven its success. Under the strategic plan, the MSBA improved the value of membership, changed its communication strategy, engaged more members of the profession, and modernized all that it does. This journey began in 2017 with a Board of Governors vote on foundational recommendations, and accelerated in 2018 with the adoption of the MSBA’s strategic priorities and objectives.

The MSBA Journey

Over the past five years, the MSBA has been on a journey to ensure the organization remains viable and relevant to ALL members of the profession. In 2018, the MSBA kicked off this journey with the development of a strategic vision committee tasked with recommending strategic priorities and objectives that would guide the MSBA into the future. The MSBA Board of Govenors (the “Board” or “Board of Governors”) adopted the committee’s recommendations and has been focused on achieving six core priorities and objectives: Serving

as the voice of the legal profession in Maryland

Serving as the home of all legal professionals in Maryland

Focused on Priorities and Objectives

Since the adoption of these priorities, the MSBA leadership and staff have been working towards implementation. Below are just a few examples of the MSBA’s work to date:

Positive Impacts on the Profession and the Organization

MSBA’s focus on these objectives and priorities have benefited members, the profession, and the organization. By focusing on these priorities, MSBA responded quickly to the COVID-19 pandemic introducing new webinars and content on surviving and thriving during quarantine and beyond. It successfully fought to protect the profession against taxation of legal services, and assisted attorneys on the front lines in receiving priority for COVID vaccinations, and much more.

The MSBA has accomplished many items outlined in its strategic plan:

Improved its technology, allowing for the MSBA to continue serving its members during COVID.

Improved its branding and communications.

Updating the committee selection process:

• Ensuring committees represent the full breadth of the profession while honoring the legacy of the MSBA and making room for more members to contribute, serve and lead.

Establishing a vital resource for Maryland’s largest firms with the Managing Partner Group.

• Hold regular meetings to discuss approaches and solutions to issues facing the profession.

Gaining Greater influence in Annapolis with successful campaigns on behalf of the legal profession.

Curating and creating more content, CLE, and resources for members - all Free with membership.

Engaging members on their terms, whether in-person, virtual, live or OnDemand.

Revising MSBA’s governance structure to ensure the Board reflects the full breadth and depth of the legal profession.

The Results are In: MSBA has Improved Membership Value

The MSBA’s implementation of its strategic plan has greatly improved the value of membership. Indeed, in 2015 only 17% of the profession found value in the MSBA. A 2022 survey shows a dramatic increase, with 93% of the profession finding value in the MSBA and its place in the legal profession.

MSBA Members note 76 point improvement in membership value.

93% 17%

The MSBA Continues to Work Towards Priorities and Objectives

Despite its success, the MSBA continues to work towards achieving all of the priorities and objectives outlined in the strategic plan. In that vein, a Strategic Implementation Committee was formed in Fall 2019. Although its work was interrupted by COVID, the Strategic Implementation Committee delivered a report to the Board of Governors in May 2021 outlining several recommendations, including recommendations related to Board Composition changes.

During the 2021-22 Bar Year, the Board reviewed, discussed, updated, and ultimately approved several recommendations related to changes in MSBA Board composition.

III FAQS RELATED TO BOARD COMPOSITION

Why engage in discussion around Board Composition changes?

Two of the MSBA’s priorities & objectives are at work here. First, the MSBA must ensure that it serves as the home of the legal profession, and second it must be accessible to all members of the organization. In reviewing the MSBA Bylaws, the committee noted that the current board composition model provides limited paths to leadership, and is therefore less accessible to certain segments of the profession. As a result, the committee learned that the Board leadership is not reflective of the full breadth of diversity of the profession. Both results run counter to the priorities and objectives identified by the Strategic Vision Committee.

Under the current Board composition model, the MSBA Board is heavily concentrated in litigation based practice areas. Additionally, despite attempting to deliver geographic diversity, the current model results in significant representation from the BALTIMORE METRO, which is not aligned with current attorney distribution. Other diversity markers, are also less than optimal.

Why is it so important to improve the diversity of the Board?

Generally, the MSBA Board of Governors should be a microcosm of the legal profession. Potential members should see themselves reflected in the leadership of the association to encourage their continued engagement and satisfaction with the MSBA. Diversity can be achieved by expanding the available pathways to leadership.

How does the current model work?

The MSBA model, like many bar associations, was created many years ago when the legal profession was more concentrated and insulated into localities. As such, the current model distributes 32 “seats” based on member populations in the 12 Judicial Districts. Typically, members heavily involved in their local bars are then selected for participation at the MSBA.

What are some drawbacks of the current model?

Unfortunately, the current model doesn’t account for recent changes in the legal profession and the growing number of members with multi-jurisdictional practices, federally based practices, transactional based practices, public interest attorneys, or in-house/corporate counsel.

The model also has limited pathways to leadership. If an attorney is not active at the local level, they have limited ability to access MSBA leadership at the Board level. This includes attorneys that choose to spend their time dedicated to Specialty Bars, firm/organization level committees, corporate or non-profit Boards, or other leadership opportunities that are equally capable at preparing future MSBA leaders.

Additionally, the current model lacks meaningful representation from MSBA Sections, often referred to as the lifeblood of the MSBA. Under the current model, Sections share three available seats that rotate alphabetically. Section representatives also only serve one-year terms, limiting a representative’s ability to participate fully on the Board.

How do the Board Composition recommendations hope to improve upon the existing model?

The recommendations help attain a more optimal Board composition structure in multiple ways.

1 Understanding that tradition and geographic diversity is important, the recommendations maintain 28 geographic seats distributed by member population to the 12 Judicial Districts.

2 They increase representation from the Sections, by expanding the number of Section seats from 3 to 8, and allowing Section representatives to serve two-year terms.

3 The recommendations create at-large seats that will help broadly address Board composition needs and provide additional pathways to leadership.

4 They allow for new voices by maintaining term limitations and introducing tenure limitations.

5 The recommendations introduce a nominating committee tasked with identifying critical Board composition and diversity needs and identifying a pipeline of potential candidates.

6 Finally, the recommendations ensure Board members can serve the MSBA without conflict with other organizations.

How were the recommendations reviewed and vetted?

The recommendations were first introduced to the Board of Governors at the May 2021 retreat. During this meeting the Strategic Implementation Committee Chair, former MSBA President, Mike Baxter, introduced the recommendations, and his report was accepted by the Board.

During the 2021-22 Bar year, the Board had multiple discussions related to the recommendations. They engaged in breakout discussions in Board meetings and completed a survey to provide feedback.

The Board’s feedback was incorporated into revised recommendations, which were introduced to the Board at the March 2022 Board Meeting. The revised recommendations were further discussed and voted upon in the May 2022 Board retreat, where the recommendations were approved.

What are the recommendations adopted by the Board?

The recommendations as adopted by the Board, are as follows:

1 Update Conflict of Interest Policy

The new policy will require Board of Governor members to disclose both financial conflicts as well as any conflict that will prohibit them from acting on behalf of the MSBA to encourage and promote membership.

2 Retain Connection to ABA

The ABA State Delegate acts as a liaison between the Maryland legal profession and the ABA.

3 Increase Alignment and Input from Sections

The recommendations seek to increase Section Representatives from three (3) seats to (8) eight seats. With five seats reserved for the five largest sections and the remaining three seats for all other substantive sections (rotated alphabetically).

4 Create Room for New Voices

The recommendations will maintain the Board of Governor term and limitations (e.g. 2-year terms with a 2-year intervening term for repeat Board members). In an effort to allow for more voices to participate, it will also add a new tenure limitation that will cap members at three two-year terms on the Board of Governors, unless serving in an officer role.

5 Add New Pathways to Leadership

The recommendations seek to add 12 at-large seats to be appointed by a nominating committee described below.

6 Maintain Traditional Geographic Distribution

Under the recommendations, the MSBA will retain 28 Geogrphic seats that will be distributed to the 12 Judicial Districts based ona substantially similar formula to the one outlined in the current MSBA Bylaws.

7 Ensure the Young Lawyers’ Voice is Heard

Under the recommendations, the Young Lawyers’ Section will retain four (4) allocated seats, which are selected and appointed by the section.

8 Recruit, Develop, and Nominate Future Leaders of the Profession

The recommendations seek to create a nominating committee that will identify underrepresented sectors of the profession, engage in targeted recruitment, nominate/appoint members to at-large roles, and develop a pipeline of future leaders.

9 Executive Committee Expansion

The adopted recommendations recommend an expansion of MSBA Executive Committee in light of a larger Board of Governors.

IV MEMBER FEEDBACK OPPORTUNITIES

The Board of Governors is committed to an open and transparent adoption of these recommendations. The MSBA Bylaws Committee led by two experience corporate law attorneys, William E. Carlson and Marshall Paul, received the recommendations in Summer 2022. Over several meetings the Bylaws Committee discussed and crafted language to execute the recommendations into amended bylaws. The newly amended bylaws were presented to the Board on January 31, 2023 for discussion, and are now available for member comment.

What happens next?

Step 1 Open Comment Period

After incorporating feedback from the Board, the Bylaws Committee will submit the amended Bylaws for member comment. A portal where members can easily review and submit feedback will be available.

Step 2 Feedback Review and Consideration

Feedback received during the open comment period will be reviewed and considered by the Bylaws Committee to assess whether further amendments are needed. A final version of the amended Bylaws will be drafted by the Committee.

Step 3 Amended Bylaws Submitted for Board vote

In Spring 2023, the amended Bylaws will be submitted to the Board for final approval. If approved, the amended Bylaws will be an agenda item at the 2023 Annual Business Meeting.

Step 4 Membership Notice & Voting

In accordance with the MSBA Bylaws, members will be notified of the amended Bylaws and voting will take place at the 2023 Annual Business Meeting on June 9, 2023.

Questions?

If you have any questions or comments about the Board Composition changes or process, please email us at feedback@msba.org

William E. Carlson Co-Chair

Marshall B. Paul Co-Chair

Hon. Charles M. Blomquist Member

Terri A. Lowery Member

Jacqueline A. Brooks Member

Michael A. Leber Member

Edward J. Gilliss Member

Randolph Sergent Member

Scott R. Wilson Member

Nicholas B. Hawkins Member

Carl Silverman Member

Jason A. DeLoach Member

Danielle M. Cruttenden Member

Christian Noble Member

John “Jack” Orrick Member

Dana O. Williams Member

Natasha M. Dartigue Member