LACBA Board Actions and Events Related to Its Decision to Re-Convene the 2017 Nominating Committee
First Nominating Committee Meeting – Signing a Confidentiality Agreement
The Nominating Committee met on February 15 and 27, 2017. As a condition of serving on the committee, each Nominating Committee member signed a written confidentiality agreement which was discussed with General Counsel Clark Brown at the start of the first meeting. (See February 15, 2017 Nominating Committee Agenda; Confidentiality Agreement.) The members were also bound by the Code of Civility Policy, the Procedures and Criteria for Nominating Committee, and relevant portions of Bylaws sections II, IV, and VII. The nominees were publicly announced on February 28, 2017.
Breach of Nominating Committee Announced at Board Meeting March 22, 2017
At the March 22, 2017, Board Meeting, LACBA President Margaret P. Stevens informed the Board of Trustees that there had been a breach of confidentiality on the Nominating Committee, which had been reported in the Metropolitan News, and that she had received a number of calls from Nominating Committee members, Trustees, members, and other stakeholders questioning the integrity of the process. Members of the Nominating Committee and one other Trustee voluntarily recused themselves at the March 22 meeting.
Outside Counsel Retained, Recusals, and Board Creates a Task Force to Investigate Breach of Confidentiality
As a result of the breach of confidentiality, based on information known at that time, President Stevens retained outside pro bono counsel Matthew Umhofer, a former federal prosecutor and counsel at Skadden Arps and now with Spertus Landes & Umhofer. President Stevens had invited Mr. Umhofer to the March 22, 2017, meeting and, after introducing him, stated that he was retained as counsel to LACBA to advise the Board as needed on this breach. President Stevens and the Trustees who were members of the Nominating Committee recused themselves. After a discussion in executive session with Mr. Umhofer, the Board voted to appoint a three-person task force to work with Mr. Umhofer on an inquiry about the events. (See March 22, 2017 Minutes.)
Investigating the Breach
After the March 22 meeting, Mr. Umhofer was joined by a team of lawyers from O’Melveny & Meyers who assisted with the inquiry on a pro bono basis, spending more than 100 hours looking at documents and interviewing members to determine whether, and to what extent, confidentiality was breached in the leadership selection process.
Presenting the Report of Breach to Board, and Vote to Recuse
At the April 26, 2017, Board Meeting, Mr. Umhofer and the lawyers from O’Melveny & Meyers discussed the issue of recusal. Other questions were raised and discussed with counsel regarding the process of outside counsel’s presentation of its investigation and findings and what portion would be privileged under the attorney-client privilege, among other issues. A motion was then made, discussed, and duly passed to recuse the Trustees who served on the Nominating Committee, including: President Margaret P. Stevens, President-Elect Michael Meyer, and Trustees Lavonne Lawson, Marc Sallus, Edward Summers, and Roxanne Wilson. All but one individual voluntarily recused themselves at the April 26 meeting. The remaining Trustees met in executive session to hear the results of the inquiry and recommendations from counsel. The discussions between the non-recused Trustees and outside counsel were privileged attorney-client communications.
Board Consideration of the Breach Report, Finding of Breach, Vote to Re-run the Nominating Committee Process
Shortly after President Stevens and the others left the room, Trustees Jo-Anne Grace and Edward Summers were recused, and sometime after that, Trustee William Winslow was recused as well. Sometime after 9:00 p.m., Senior Vice President Phil Lam, Vice President Tamila Jensen, and Trustee Faye Nia were recused. At approximately 10:30 p.m., the remaining, non-recused Board of 11 Trustees voted to re-convene the Nominating Committee, finding that the prior process had been seriously compromised and that reconvening the process was the best way to maintain the integrity of LACBA’s selection of leadership and members of the governing Board. The Board took this action in accordance with its powers under the Bylaws, Art. IV, Sec. IV. Senior Vice President Phil Lam, Vice President Tamila Jensen, and Trustee Faye Nia rejoined the Board in executive session to learn of the Board’s action. The Board directed Treasurer and Trustee Duncan Crabtree-Ireland to be the Board’s spokesperson on this issue on behalf of the Board and to issue a public statement the following day. The Board meeting ended shortly after 10:30 p.m. All decisions regarding recusals of Trustees were made with advice of counsel.
Additional Breach by One or More Board Members
The next morning, April 27, before Mr. Crabtree-Ireland could issue the public statement, reporters from the Metropolitan News attempted to reach most of the 29 officers and members of the Board for comment, indicating that at least one Trustee had violated the decision by the non-recused Board for Mr. Crabtree-Ireland to issue a public statement. A Trustee or Trustees either contacted the Metropolitan News directly or contacted a third party that did.
At the conclusion of the executive session of the April 26, 2017 Board meeting, shortly after 10:30 p.m., the non-recused Board decided affirmatively to take no other steps and release no information other than that authorized by the Board so as not to influence the Nominating Committee process. Some Trustees, who were either recused or absent for the April 26, 2017 Board meeting, have requested full disclosure of outside counsel’s findings and report. The non-recused Board members are aware of this request.
Re-Convened Nominating Committee Meets May 15
The Nominating Committee II will be meeting this week, and the non-recused Board decided to maintain confidentiality of its members. The timeline for the nomination and election process can be found here. The confidentiality with respect to the nominees to and deliberations by the Nominating Committee has not changed in approximately 75 years. This past nomination process was no different. In many prior years, the Nominating Committee members’ names were also kept confidential, but breaking with that tradition, President Stevens publicly disclosed the identity of the committee’s members.
LACBA Revaluating its Nominating and Governance Processes
A few months ago in February, President Stevens presented a proposal to the Executive Committee, and then the Board of Trustees, to work with a consultant on re-evaluating and recommending changes to LACBA’s governance structure, including its bylaws, policies and procedures to support effective governance. The proposal was approved. This Governance Project is underway, and a significant amount of time will be devoted to discussing this project and some initial recommendations at the June 14, 2017, Board meeting. At the May 10, 2017 meeting, the Executive Committee unanimously requested the Governance Project Task Force to recommend changes to LACBA’s nominating and election process in light of recent events.