3Fundraiser at Convention in Tucson 2014—
President Cunningham reported:
3 Thursday of Convention would be a silent
auction with the funds raised going to the
Southern Arizona Children’s Advocacy.
3Last year this organization served 1,400
children with an increase expected this year.
3SACA will collect the items that are being
donated and will be responsible for having
volunteers man the auction tables.
3President Cunningham reminded the board
that there is a policy that the board must
approve the charity that will benefit from
the fundraiser each year.
3MOTION: Dee-Dee Samet moved, Melissa
Ho seconded, and the motion carried unanimously to approve the Southern Arizona
Children Advocacy group as the Convention
fundraiser with the funds collected going
directly to that organization.
3 Legislation—CCO Rick DeBruhl reported.
Arizona Entity Restructuring Act (AERA)—
Terry Thompson (Gallagher & Kennedy) and
Raj Gangadean (Perkins Coie), representing
the Business Law Section, presented:
3 This piece of legislation regards mergers,
domestications and conversions.
3AERA would codify Title 29 in one Section.
3After the presentation, the board voted to
approve the Business Law Section recommendation.
3Lobbyist Janna Day was directed to start moving this through the process and to work on
finding a sponsor.
3Corporate Directors’ Duty of Care and
Protection of Directors—CCO Rick DeBruhl
and Scott De Wald presented:
3Mr. DeBruhl informed the board that this piece
of proposed legislation also from the Business
Law Section was not vetted in the same
manner as the AERA due to time constraints.
Presenting it for a board vote in December
would not allow time to identify a sponsor. It
encompasses protection from frivolous claims.
3 Two major changes in the standards: a.
Standard of Conduct of Director—not
standard of negligence. The Model Business
Corporation Act has been misinterpreted.
Change of wording to read “Standard of
Person in Like Position”; b. Directors must
consider what is in the best interest of the
3Directors would be allowed to consider social
impact in deciding what is in the best interest
of the corporation.
3Lobbyist Janna Day had no comment on this
3MOTION: Melissa Ho moved, Virginia
Herrera Gonzales seconded, and the motion
passed over one nay to support the Corporate
Directors’ Duty of Care and Protection of
3 Legislative Update—Lobbyist Janna Day
3Ms. Day encouraged the board to follow
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