[WSBAPT] Fw: Fwd: Update from WSBA Governor Paul Swegle

Mon Nov 5 13:56:36 PST 2018

See below update on the WSBA issues and it may effect the Sections.

Jackie Cyphers
Jeannette A. Cyphers, Attorney at Law
P. O. Box 908   
Edmonds, WA 98020-0908
425-776-5887
fax 425-640-0814
jacyphers at gmail.com

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-------Original Message-------

From: Paul S
Date: 11/5/2018 1:00:36 PM
To: undisclosed-recipients:,
Subject: Fwd: Update from WSBA Governor Paul Swegle

Hello fellow Members of the WSBA, 

This report represents my own personal views and not those of the WSBA. 

If you received this email indirectly and wish to be on my email list, 
Concerned Members of the WSBA," email me at pswegle at gmail.com to opt in.

Bifurcation - Structure Workgroup

At the very bottom of this email are web screen grabs from last Thursday's 
Structure Workgroup" meeting, regarding possibly splitting the WSBA into a
mandatory/regulatory entity and a voluntary/professional association. 

Right below is a high resolution picture of a matrix of WSBA programs. This
important document is intended to depict purely mandatory/regulatory
programs on the left, and purely voluntary/professional association programs
on the right, with harder-to-categorize programs in the middle. 

The Structure Workgroup meeting included an overview of the
legal/constitutional considerations around bifurcation. See the slides below
 The meeting was chaotic at times, and there was a "this isn't what I want"
attitude from some in charge that I do not find convincing. 

Several attendees later contacted me to say they thought the meeting was 
strange" and conducted in a "very unprofessional" manner. I'll just leave it
at that....  Similar complaints emerged from a recent section leaders
meeting that I was unable to attend. 

Although the Structure Workgroup got off to a somewhat secretive start, it
seems to be opening up and I intend to push for full transparency and high
Member engagement going forward. 

In the event our state Supreme Court ultimately mandates bifurcation, our
Members must make their voices heard regarding how bifurcation should be
accomplished. 

Here are a few of my thoughts on the subject:

Major Cost Cutting Must Be Part of the Process. I believe any bifurcation
must take certain significant costs out of the equation by shifting them to
the Court, where they belong in my view. I believe the bifurcated entities
would also need to vacate the current, expensive downtown Seattle offices. 

Without substantial budget reductions, total dues under the new split
structure will be too high and Members will be far less inclined to join the
voluntary professional association. Members are already telling me they do
not think many would join the voluntary entity if total dues are not reduced

This is the tragedy we should all focus on preventing - the loss of our
vibrant professional association, including the sections and all of the
great work they do to provide professional education, training, mentoring
and camaraderie. 

There are individuals involved in this process whom I have heard express
total lack of concern about the potential loss of a state-wide legal
professional association. Because they are not involved in the work of the
sections, they have little or no appreciation for what they do and what's at
stake. 

This is why Members who value the sections and the other professional
association functions of the WSBA must be involved in this process. 

Status of the BOG/WSBA

I have traveled the state over the last couple weeks giving law and ethics
talks in Spokane, Leavenworth and Seattle. Everywhere I go, Members ask 
what is going on at the WSBA?!!!"  My usual response is "I don't know, what
have you heard?!" 

The unfortunate truth is that the situation is deteriorating: 

Attacks on Reform Governors. Reform governors have been under severe attacks
for months. The worst of these politically motivated attacks are
conveniently highly confidential and cannot be discussed. Do not ask me,
other governors, or anybody else about them please. There is a long and ugly
tradition of political retaliation in this organization, which is one of the
more insidious attributes we have been hoping to eliminate through our
now-suspended reforms. 

WSBA Staff Morale Has Tanked.  As both a long-time section leader and as a
governor, I have strong relationships with staff throughout the WSBA. A
number of staffers have told me two things in recent days and weeks - (i)
they were incredibly disappointed by the Supreme Court's letter suspending
our reforms and (ii) "everybody is looking." 

Other governors have heard similar accounts of rapidly escalating staff
disaffection. 

Staffers have cited the Court's letter, the existence of the Structure
Workgroup and the highly confusing statements promoting bifurcation by a
certain WSBA leader as causing severe job uncertainty throughout the WSBA.
Many of the best and brightest apparently intend to bail out as quickly as
possible. If this happens, it will be disruptive. 

The Court's letter suspending the vital powers of the Board of Governors to
enact bylaw changes is obviously concerning to most governors. Governors and
members alike struggle to understand the stated connection between studying
bifurcation and suspending governance and leadership reforms. 

Many on the Board are also increasingly frustrated with President Pickett.
His persistent confusion around the scope and nature of his role and
authority is troubling. It is a frequent topic of conversation among
individual governors. 

Governors also noted recently that President Pickett awarded key committee
assignments to non-reform governors, while reform-oriented governors fared
less well in their committee assignments. This was the source of a major row
that I stayed out of. 

I believe the Court's letter has inadvertently emboldened authoritarian-type
behavior at the top of the WSBA. Instead of the more balanced and less
centralized governance we were striving for through our reforms, we have
taken big steps backward. 

What's Next?

The BOG's next meeting is on Nov 16, 2018 at the WSBA offices. Given the
Court's suspension of much of the BOG's authority, it is hard to imagine
that anything of importance will happen, aside from more "training" of the
governors, as indicated below. 

Here's the agenda so far, as posted on the WSBA website: 

Preliminary Schedule
Friday, Nov. 16
8 a.m.        BOG & Staff Training
9 a.m.        Executive Session
11 a.m.       Public Session
Noon          Lunch
1:15 p.m.    Public Session
5 p.m.         Adjourn

FYI, it may take me longer than usual to reply to any questions or comments
over the next couple days. I apologize in advance if that occurs. 

Sincerely, 

Paul Swegle
Governor, District 7N
Immediate Past Chair, Corporate Counsel Section
Member, Securities Law Committee
Washington State Bar Association
__________________________

Paul Swegle
General Counsel
(206) 300-7165

Startup GC Blog

Contract Drafting and Negotiation 
"...Swegle provides a clear methodology 

to understand and analyze business contracts 
in this exceptionally useful book...."  - Kirkus Reviews

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