WISCONSIN TRUST ACCOUNT FOUNDATION, INC. Board of Directors Meeting State Bar of Wisconsin, Madison March 12, 2013 APPROVED MINUTES

Transcription

1 WISCONSIN TRUST ACCOUNT FOUNDATION, INC. Board of Directors Meeting State Bar of Wisconsin, Madison March 12, 2013 APPROVED MINUTES Attending in Person: Joel Bailey, President; Mary Lynne Donohue, Vice President; Robert Zellers, Treasurer; Kristin Bergstrom, Secretary; Grant Birtch; Hon. Thomas Eagon; Lynnette McNeely; Kevin Palmersheim. Also attending were De Ette Tomlinson, Executive Director; Rebecca Murray, Program Manager Attending via Teleconference: Lee Atterbury; Sally Bruch; Denes Tobie; Nick Zales Excused: Kenneth Knudson; Hon. Gary Sherman Guests: Jennifer Binkley, Community Justice, Inc.; Anne Daugherty-Leiter, AIDS Network; Barb Graham, Catholic Charities of the Archdiocese of Milwaukee; Bobby Peterson, ABC for Health Meeting Materials: March 12, 2013 Board Materials Cover Memo (this document) March 12, 2013 Board agenda October 17, 2012 Unapproved Board Minutes December 31, 2012 Balance Sheet December 31, 2012 Monthly IOLTA income report December 31, 2012 Budget vs. Actual March 12, 2013 Executive Director Report 2013 Excess PILSF funds recommendation I. Call to Order and Welcome The meeting was called to order by President Bailey at 1:38 p.m. Introductions of Board members and guest attendees followed. II. Public Comments None. III. Approval of October 17, 2012 Board meeting minutes Upon a motion by Zellers/Birtch, the October 17, 2012 WisTAF Board meeting minutes were unanimously approved as presented. 1

2 IV. Officer/Committee Reports A. President s Report. President Bailey welcomed Judge Eagon to the WisTAF Board and referenced the circulation of two thank you cards for Board Members to sign wishing the best for Judge Hammer and Judge Erwin as their terms expire. B. Treasurer s Report. Treasurer Zellers reported that the 2012 Balance Sheet shows a very good performance report for WisTAF s 2012 investment account (up 13%), with the actual portfolio having increased 9.5%. Zellers confirmed that all current allocations are within the guidelines of the policy adapted in May Cy pres grant awards were distributed at the beginning of the year. Two more distributions are scheduled for 2014 and Zellers reported that the Finance Committee will be finalizing its discussion of reserve fund usage and will make recommendations at the next Board meeting. Zellers also reported that the Foundation s net income totaled approximately $176,800 for 2012 even though there was an expected loss for 2012 of roughly $238,000. (WisTAF experienced an actual loss of approximately $122,000 in 2011.) The unexpected gain in net income was the result of investment income of approximately $159,000 and the $258,000 cy pres award. IOLTA revenue came in at approximately $396,000 for 2012 slightly under budgeted IOLTA revenue of $400,000. While IOLTA interest rates were down, principal balances were steady, if not slightly higher. IOLTA revenue is budgeted at $360,000 for WisTAF experienced a large and surprising increase in health care costs during 2012 which resulted in a substantial variance in budget vs. actual. However, there was a less than 1% variance in the entire 2012 budget. And, through February 2013, expenses are tracking as expected. Zellers indicated that the Finance Committee will meet next month to discuss the budget and policy regarding the usage of reserves. C. Grants/Evaluation Committee. Deferred discussion to New Business Residual PILSF Funds item. D. Personnel Committee. McNeely reported that the Personnel Committee is responsible for overseeing personnel policy and completing the Executive Director (ED) annual review. McNeely distributed and gave an overview of a survey to gather Board of Director feedback on content to be included in WisTAF s ED review process/form. Board members were asked to offer insights and provide comments regarding the ED review survey by the end of the week. McNeely will revise the review format as needed and send to Tomlinson for distribution to the Board. The completed review should be returned to McNeely by March 22. E. Executive Director s Report. (See attached document: Executive Director Report March 12, 2013 ) Tomlinson reported on one additional item not contained in her written report: Wells Fargo sent a letter recently to IOLTA programs nationwide containing information on a new fee structure it plans to implement. The letter generated discussion within the national IOLTA community as several programs serve to lose IOLTA revenue based on the new structure. However, Wisconsin should benefit from the changes. Currently, Wells Fargo 2

3 charges $10 per IOLTA account in Wisconsin. The new fee structure drops fees to $5 per account, with fees waived for accounts having average daily balances of $5,000 or more. Tomlinson also reported that the 2013 compliance certification process is nearing completion. She will be making a phone call to the Vice President of one bank in particular that has not responded to numerous requests for compliance certification information. The bank currently has 517 IOLTA accounts that would be impacted by failure of the bank to cooperate with the certification process. Additionally, five banks need to respond with clarifications on product offerings, rates and fees. As part of her bank certification report, Tomlinson reported that one bank has formally left the Prime Partner program. While it still pays preferred rates, the bank does not want to be included in the list of Prime Partner financial institutions. Approximately 60% of IOLTAparticipating banks waive all fees. Tomlinson also observed a spike in fees charged by BMO Harris. Upon follow-up, she learned that BMO had imposed a legacy charge on the M&I accounts it had acquired in its 2012 acquisition. (The legacy charge was a fee in lieu of minimum balance for those accounts). Going forward, BMO will waive all monthly fees, and will charge a fee in lieu of minimum balance for only one account. Birtch suggested that WisTAF s list of Prime Partner banks be promoted more widely to Bar members. Tomlinson reported that since the 2008 economic crisis, four banks withdrew, merged, or were declared ineligible to participate in the IOLTA program in In 2010, this total rose to nine banks. Seven banks merged or withdrew from the program in both 2011 and WisTAF is continuing to see bank consolidations, with two so far in V. Old Business. None. VI. New Business A Residual PILSF Funds Grants/Evaluation Committee Chair Donohue referenced the summary report included in the meeting materials and gave background on the distribution of residual PILSF funds. The budgeted PILSF revenue for 2013 of $890,000 was exceeded by approximately $30,000. In the past, WisTAF has distributed any excess PILSF funds to the two LSC agency grantees in Wisconsin (Legal Action of Wisconsin and Wisconsin Judicare, Inc.). The excess amounts have been relatively small and the timing of distributions has created efficiencies. Based on past practices, Tomlinson developed a proposal for distribution of the excess funds, however, the Board may choose to revise this practice. Donohue suggested the matter be discussed at the next G/E Committee meeting. Birtch offered a comment on behalf of the G/E Committee that the general consensus is that it is best practice to distribute the money statewide right now, rather than hold onto it until a future decision is made. Palmersheim stated that he would like to see the item added to the G/E Committee s meeting agenda and expressed a concern that this practice could have the effect of undoing the decisions that were made at the G/E Committee level during deliberation of 2013 grant awards. He also pointed out that the amounts, while relatively small for some agencies, could be very significant for other smaller grantees. 3

4 Tomlinson stated that the development of more accurate revenue estimates during the budgeting process may also provide resolution to the issue. Upon a motion by Donohue/Palmersheim, the 2013 PILSF grant amounts for Legal Action of Wisconsin and Wisconsin Judicare should be revised to the following: Legal Action of Wisconsin increased by $23,000 to a total 2013 PILSF grant of $426,400 and Wisconsin Judicare increased by $6,650 to a total 2013 PILSF grant of $113,850. Motion passed unanimously. After motion, Zellers suggested the G/E Committee consider including a line in its recommended grant amounts directing how excess PILSF funds should be distributed. Palmersheim concurred. B Financial Institution Certification Report. See Executive Director s report. C. Wisconsin Equal Justice Conference Report. Tomlinson gave an overview of her panel presentation and referenced the WisTAF Grants 2000 through 2013 chart. The chart is a good reflection on the current state of the banking industry in terms of the low interest rates being paid. The Access to Justice Commission made an effort to secure funding in the Governor s Executive Budget for civil legal services. However, this appeal was denied. The Commission, with help from the Chief Justice, will make an appeal to the Joint Finance Committee for inclusion of civil legal services funding in the Legislative Budget. Birtch questioned the potential future of cy pres income and what WisTAF could expect. Tomlinson responded that there is a need for educating the judiciary and plaintiff/defense bar. Wisconsin typically has fewer class action suits filed than other states (for example, Illinois). Tomlinson does not view it as a stable source of future income for that reason. Last year s cy pres revenue was the result of a national settlement secured by Washington State. Washington s IOLTA program negotiated the distribution deal for IOLTA programs nationwide, based on the population of class members within each state. Donohue highlighted a piece of the WisTAF Grants 2000 through 2013 chart indicating reserve fund usage for grants, and suggested that it will be a lively future topic for the G/E Committee and the Board of Directors as a whole. Tomlinson reported that Federal sequestration will impact Wisconsin s LSC grantee agencies (Legal Action of Wisconsin and Wisconsin Judicare). The beginning of a series of cuts will begin next month, with a total potential cumulative cut in 2013 LSC agency funding of 7.4%. McNeely questioned whether cy pres awards resulted from last year s Countrywide settlement (mortgage foreclosure settlement). Tomlinson responded that $30 million was awarded to the state of Wisconsin. The Access to Justice Commission unsuccessfully appealed to the Attorney General s office to secure funds for civil legal service provision with the exception of a $250,000 distribution for a law school program. D Site Visit Process Reminder Murray informed Board members that the site visit scheduling process for 2012 grantees has begun. Any Board member wishing to visit a particular agency should contact Murray within 4

5 the next week. Site visits will take place between April and June. Summary reports will be made available as part of the 2014 grant application review process. VII. Adjournment President Bailey adjourned the meeting at 3:05 p.m. Next meeting: Tomlinson informed the Board that the next meeting will take place in mid-june and may be accompanied by a social activity. Approved on: June 18, 2013 Signed by: Date signed: Kristin Bergstrom, Secretary 5