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.