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Board of Governors approves governance committee charter to institute triennial reviews

2756967 · March 25, 2025
AI-Generated Content: All content on this page was generated by AI to highlight key points from the meeting. For complete details and context, we recommend watching the full video. so we can fix them.

Summary

The Bar Association Board of Governors voted unanimously, with one member absent, to create a governance committee charged with triennial reviews of bylaws, policies and board committees/entities; the charter sets minimum membership, ex officio status for the president, and assigns staff support.

The Board of Governors of the Bar Association voted unanimously, with one member absent, to approve a governance committee charter on second reading that directs regular, systematic reviews of the board's bylaws, policies and the committees and entities the board oversees.

The committee, as approved, will undertake a triennial review cycle — with latitude to begin consecutive or concurrent reviews sooner — and must include at least five board members. The president will serve as an ex officio member and may appoint additional members. The board also assigned staff support to the committee: Assistant General Counsel Keith Shurer and paralegal Darlene Newman were named to assist with the review work.

Supporters described the charter as a corrective step to address decades of piecemeal amendments and inconsistent language across governing documents. "This really is kind of a nerd, a wonky type of thing," said Past Governor Brent Williams Ruth, who described the charter's genesis as an effort to align definitions and clean up the bylaws rather than to restructure the Bar Association.

Not all board members were satisfied with the language in the charter. Board member Nancy Hawkins said she and her section worry that a triennial review could lead to decisions about sections without sufficient participation from volunteers. "We don't wanna be surprised three years from now that we have failed somehow in meeting the mission of the Bar Association," Hawkins said, adding that sections want to help set evaluation criteria and participate in the review process.

Governor Emily Arneson suggested rewording one responsibility to focus the review on whether the board is adequately supporting sections rather than evaluating sections by undefined criteria. "So it's not so much an evaluation of the work of the section based on terms that are not outlined, but more so a review of the relationship," Arneson said.

Governor Kevin Fay addressed that concern directly, saying sections are not entities of the board and that the charter is intended to examine internal board committees and operations rather than to restructure the Bar Association or evaluate sections. "Sections are not an entity of the board. That's not what we're talking about at all," Fay said.

The motion to approve the charter was made and seconded; the board then took a roll-call vote. Those recorded voting in the affirmative included Tom Ahern, Parvin Price, Governor Kevin Fay, Todd Bloom, Mary Rathbone, Allison Whitney, Christina Larry, Christopher Bang, Matthew Dresden, Jordan Couch, Governor Emily Arneson, Carrie Petrasek and Nam Nguyen. Allen Villeneuve was not present. The clerk announced the motion "passes unanimously with 1 not present." The formal action approves the governance committee charter as presented on second reading.

The board also confirmed that the governance committee will receive staff support to carry out the review work and may begin reviews before the full three-year cycle if members choose to do so. After the vote the board adjourned for the day and scheduled remaining business for the next meeting.