[WSBAPT] Fw: Fwd: [section-leaders] Will the WSBA be split up?....

Wed Sep 26 19:51:29 PDT 2018

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

From: Paul S
Date: 9/26/2018 11:08:03 AM
To: undisclosed-recipients:,
Subject: Fwd: [section-leaders] Will the WSBA be split up?....

Hello fellow WSBA Members, 

I just sent this out via the Section Leaders listserv. 

Feel free to forward as you wish. 

Paul Swegle
Governor, Dist 7N
Washington State Bar Association

__________________________

Paul Swegle
General Counsel
(206) 300-7165

Startup GC Blog

Contract Drafting and Negotiation for Entrepreneurs and Business
Professionals

---------- Forwarded message ----------
From: Paul S <pswegle at gmail.com> <section-leaders at list.wsba.org>
Date: Wed, Sep 26, 2018 at 11:03 AM
Subject: [section-leaders] Will the WSBA be split up?....
To: WSBA Section Leaders <section-leaders at list.wsba.org>

Dear WSBA Section Leaders, 

As a member of the WSBA Board of Governors, Immediate Past Chair of the
Corporate Counsel Section, and a Member of the Business Law Section's
Securities Law Committee, I am very interested in the continued vitality and
independence of our 29 Sections. 

As some of you may know, following attempts by WSBA leaders to confiscate
the Sections' legally mandated/protected financial reserves, I ran for the
Board of Governors and have been working with others on the Board to reform
the WSBA in ways that would reduce the unhealthy concentration of power
within the WSBA and restore greater democracy and transparency for the
benefit of the Members and the Sections. 

Our reform efforts have been resisted aggressively and unpleasantly by
entrenched interests and they have now been suspended by a letter from the
Washington State Supreme Court last Friday, attached here for your reference

In my view, and with all due respect, this letter lays bare the extent to
which the Members of the WSBA, and hence the Sections, have lost their
rights to influence WSBA governance and leadership. It seems to me that the
authority of both the WSBA Bylaws and the Board of Governors are subject to
suspension and revision at any time and that the Bar Act, which provides for
Member representation within the WSBA, has become a fiction. 

In its letter, the Court orders Bylaw amendment processes suspended pending
the Court's "comprehensive review of the structure of the Bar."  

Some of you might also recall President Bill Pickett's surprise announcement
at the most recent Section Leaders Meeting where he discussed his desire to 
restructure" the WSBA and the Sections. 

While I and fellow reformers on the Board generally do not favor any WSBA
restructuring that separates the regulatory/licensing/discipline side of the
WSBA from the professional association side, it is important for the
Sections to realize that the concentration of power and current
disenfranchisement of the Members is real and that dominant forces could
seek to restructure the WSBA without your meaningful input.

In my view, if bifurcation must occur for legitimate legal reasons, meaning
that the professional association side of the WSBA must be separated from
the regulatory/mandatory side, that restructuring should probably involve a
complete break from the WSBA. 

I am concerned that an alternative structure will be engineered by those in
power where the professional association side of the WSBA continues to be
saddled by the WSBA's extremely high cost structure and oppressive
governance. 

That adverse outcome could be engineered with a system of long term,
inter-entity administrative services and "cost-sharing" agreements between
the WSBA and a newly created entity, under which Members continue to bear
the same high costs ($22 million per year) while still suffering from wholly
fictitious autonomy. I believe this is along the lines of what President
Bill Pickett was envisioning when he unilaterally announced a potential
restructuring of the Sections at the Section Leaders meeting. 

If the professional side of the WSBA is to be "restructured," I would almost
certainly favor a complete break, featuring some or all of these elements.
Mandatory dues are slashed to a fraction of their current levels. 
WSBA staffing is substantially reduced to focus solely on licensing,
discipline and other regulatory functions.
WSBA headquarters are relocated to smaller, less expensive in Olympia.

All "professional association" functions and benefits, including the
Sections, are re-established under a new, wholly democratic,
non-governmental umbrella organization outside of the current high-cost,
low-democracy power structure. 

Combined dues for the mandatory Bar (WSBA) and the new voluntary
professional association are equal to or less than current WSBA dues. 
The WSBA transfers to the newly separated Sections all of their accumulated
financial reserves.
The WSBA website includes a permanent and prominent link to the new
voluntary professional association. 
These are just some very preliminary thoughts and I'm sure many of you will
have excellent ideas that differ from mine. We can look at other voluntary
bars for guidance on what would work best for the Members. The key point is
that the structure and features of any newly separated professional
association must be driven and determined primarily, if not entirely, by the
needs and interests of the Members. 

As a fellow Section Leader, I ask that you pay close attention to
developments at the WSBA, including attending the Board of Governors
meetings this Thursday and Friday in person or by webcast. Chief Justice
Fairhurst has said she is attending and I hope she will respond to any
questions Members have about the Court's unprecedented actions. 

Lastly, please do not be deceived by misrepresentations currently
circulating about our reform efforts. The most prominent misrepresentation
circulating is that we are trying to do away with the minority
representation requirements of the At-Large Governor seats. We merely want
them to be elected by the Members and not be appointed by the Board - basic
democracy and transparency. 

Misrepresentations like those are intended to confuse the issues and protect
the current power structure by casting doubt on the proposed reforms. Our
proposed reforms are ALL positive for the Members and the public - greater
democracy, restoration of balanced governance and complete transparency.
Those are the only threats we pose. I personally still hope and believe that
the WSBA can be reformed and legally maintained as an integrated bar
association with roots tracing back to 1888.  

Members who wish to get on my email list to stay abreast of these
developments independently of centrally controlled WSBA messaging, please
email me at pswegle at gmail.com. 

And feel free to share this email with any fellow WSBA Members who may be
interested.

Sincerely, 

Paul Swegle
Governor, Dist 7N
Washington State Bar Association
__________________________

Paul Swegle
General Counsel
(206) 300-7165

Startup GC Blog

Contract Drafting and Negotiation for Entrepreneurs and Business
Professionals

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