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12622RESOLUTION NO. 12,622 A RESOLUTION MAKING AN APPOINTMENT AND REAPPOINTMENT TO THE CENTRAL ARKANSAS LIBRARY BOARD OF TRUSTEES; AND FOR OTHER PURPOSES. BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS: SECTION 1. The following named persons are hereby appointed or reappointed as members of the Central Arkansas Library Board of Trustees: T.T. Tyler Thompson, reappointed to serve a second term three -year term, said term expiring on December 31, 2010. Elgin Clemons, Jr, appointed to serve his first term three -year term, replacing Joyce Elliott, said term expiring on December 31, 2010. ADOPTED: December 18, 2007 ATTEST: Na cy Woo , City Clerk APPROVED: Mark Stodola, Mayor °1TI°HE PuBuc LIBRARY LITTLE ROCK • JACKSONVILLE • PULASKI AND PERRY COUNTIES • MAUMELLE • SHERWOOD December 7, 2007 The Honorable Mark Stodola Members of the City of Little Rock Board of Directors City Hall 500 West Markham Little Rock, AR 72201 RE: Dr. T. T. Tyler Thompson CALS Board of Trustees Appointment Dear Mayor Stodola and Board of Directors: The City of Little Rock Board of Directors appoints seven of the thirteen Central Arkansas Library System (CALS) Board of Trustees members. COLR appointee, T. T. Tyler Thompson's term will expire. on December 3 1, 2007_ He is eligible for appointment to a second three -year term, and would like to be considered for reappointment. The CALS Board of Trustees_ NominatinR Committee recommends Dr._ Thson's reappointment and on behalf of the committee and the entire CALS board, I am forwarding. this request -fnr your _cons_ consideration. Sincerely, &15 Lobby oberts Director CENTRAL ARKANSAS LIBRARY SYSTEM MAIN LIBRARY • 100 ROCK STREET • LITTLE ROCK, ARKANSAS 72201 • 501 - 918 -3000 • FAX 501 -375 -7451 WWW.CALS.ORG pt( owjr�.I' practtce' fvtj edilot Pub-tshi�f cil T,� o't� Ouartw!� Cu--Zlc! Lpnq Pararv.tw Gjid4', Education; Arkansas rayonoviCe, BA rr Cht'vrvsovy & Cit'rer4w k.iturn University, Grad,,atc worx .n i try. Urllv4r-irzv of RS and 0c,,7tnr Qf Or-cmtory Professional: Ark.arisias r C1 �vr Arrem7ar Opt7,retnc As-socianon, r9emcer A(')A Cor%,-wl t_ tYl; Fr 'azian fo, %Ae i ttrxj for Eaucai or, & Rasca�Ct' m, ViSo�Jrl' Row(, i=xar-Irier 4or National ard c-f Exarni-eTs of Tvl�r:s Uuariertj C:�,qtau Civic Activities-, N'411.1rial zxj-cd, naticara spl�-�-akp ' r 'V�-°LIV7 vro,prams, Optorti*tr#c Ass x;wt(,'m, tu, AI' VA nbi,!r iW!nal 4H adviso-�' brwifd ,r,,Pr L,,te Fiock Uhamber of Commerce, mo,-:rzer i:"kjlaskl 11"ghls Ut'F1,44fit Nlotfrxll�';I clwr'- JbIP Skld,�j 1QaV',jLAr choir fit"ari,cce- '& Staff-pansh Art tnitt , Russiaii Inilt-ative cam -b" vH, a e Fioc, `ourci (,;!, Min strict s eaf 1-o Urtoo. 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Co4eqt- c�'l m 1 Arkarsa:!., Hea-earn' `or tf,,a Cinton Pro, Memaer ol Ce�°trw ANar',SaS L'brafy Syslorri Bow d of Ww�"J�bav* 13; - � "; K 14 tmd A'�,-jrri - r , ty Work Experience: A*a"Sds P-jb4c Scriool teaerter in Pm Blutt Dotarway anc Ni: Lfte Poick Syslem,,5 tn malt,,, scierce an unarm 1971 - 76 Nal�oral 4-H Co,�nr ptograrr ass,,,,vant and res�dent sett wssisTmint ir, Washoynn, rj(,' rlortf"r Of Opt-'m"'otpi in po'parlwo +1 Ottlo, Rock Ar*an"� s, srrco 1-1,492 Ed �tof Putfisht-tr o� Tyl s Qua rjc-,0,j C!�,w+jt�j 1-144 r�.s pa ir� , -,--r , qr*, ,- Gosde, :t-egan n ' 983", 160811 1we� I LITTLE ROCK • JACKSONVILLE • PULASKI AND PERRY COUNTIES • MAUMELLE * SHERWOOD December 4, 2007 The Honorable Mark Stodola Members of the City of Little. Rock Board of Directors City Hall 500 West Markham Little Rock, AR 72201 RE: CALS Board of Trustees Appointment Elgin Clemons, Jr. Dear Mayor Stodola and Board of Directors: The City of Little Rock Board__ of Directors__annoints_ seven of the--thirteen- Central Arkansas Library System (CALS) Board of Trustees members. COLR appointee,_ Joyce. E int has_completed`a_ three -year terms anct-does -nod seek reappointment. To fill this vacancy, the Nominations Committee of the CALS Board of Trustees respectfully recommends_and r— requests. awnintment of Elgin_ Clemons, Jr. His initial appointment term will run for three years (1/1/08 to 12/31/10). On behalf of the. CALS_bn.ardr I_am.- forwarding _%ryouur- consideration Mr Clemons' resume. He has been out of state for an extended period, and his personal request for appointment will follow next-week. Sincerely Bobby Roberts Director- CENTRAL ARKANSAS LIBRARY SYSTEM MAIN LIBRARY • 100 ROCK STREET • LITTLE ROCK, ARKANSAS 72201 • 501 - 918 -3000 • FAX 501 - 375 -7451 WWW.CALS.ORG Wright, Lindsey & Jennings, LLP Wight, UP J W-1-141101's- -1-1 Attorne_____________........ _____________ _____ __________........ _____ Elgin R. Clemons, Jr. Of Counsel Wright, Lindsey & Jennings LLP 200 West Capitol Avenue Suite 2300 Little Rock, AR 72201 SioWaphical Information ----- - - - - -- -------- - - - - -- ------------------- - - - - -- - - - - - -- ------- - - - - -- Contact Information Admitted to Practice: New York, Series 7 General Securities License 1996. Eigin R. Ciemons, Jr. Professional Affiliations: American Bar Association; Arkansas Bar Association; Phone: 501 -371 -0808 County Bar Association. Fax: 501-376-9442 Email: edemons(abwli.com Born: Philadelphia, Pennsylvania Education: Princeton University (B.A., with honors, 1989); New York University Law (J.D., with honors, 1994). Prior Professional Experience: Magna Securities Corporation, (Head of Invest Banking, General Counsel 2005 - 2006); Eltekon, LLC (Head of Investment Banking Counsel 2002 - 2005); Morgan Stanley Dean Witter (Senior Associate, Investment! Division, Corporate Finance Execution Group 2000- 2001); Shearman & Sterling (! Associate, Project Finance Group 1999 - 2000); Enterprise Corporation of the Deltz (Executive Vice President, General Counsel 1997- 1999); ECD (President 1997 -19, Shearman & Sterling (Associate, Corporate Finance and International Trade Groul 1997). © 1999 -07 Wright, Lindsey Tax GLOBAL E-r—OL NErwastX. EDW(190 `.97 )IG]IT WRIGHT, LINDSEY & JENNINGS LLP ROBERT S. LINDSEY (1913-1991) ALSTON ON JENNINI NGS ATTORNEYS AT LAW (1917 -2004) JOHN , LILE GORDON S. RATHER, JR. ROGER A. GLASGOW ALSTON JENNINGS, JR. 200 WEST CAPITOL AVENUE, SUITE 2300 JOHN R, TISDALE LITTLE ROCK, ARKANSAS 72201.3699 JOHN WILLIAM SPIVEY 111 (501) 371 -0808 FAX (601) 376.9442 LEE 1, ROW N.M. NORTON 903 NORTH 47TH STREET, SUITE 101 CHARLES C. PRICE (!) ROGERS, ARKANSAS 72756 CHARLES T. COLEMAN (479) 986.0888 FAX (479) 986 -8932 JAMES L GLOVER EDWIN L. LOWTHER, JR. www.wlj.com GREGORY T. JONES (2) BETTINA E. BROWNSTEIN (3) WALTER McSPADDEN OF COUNSEL JOHN D. DAVIS RONALD A. MAY JUDY SIMMONS HENRY ISAAC A, SCOTT, JR. KIMBERLY WOOD TUCKER BRUCE R. LINDSEY (2) RAY F. COX, JR.17) JUDY ROBINSON WILBER TROY A. PRICE JAMES R. VAN DOVER KATHRYN A. PRYOR ELGIN R. CLEMONS, JR -(4J J. MARK DAVIS (3) CHARLES S. BOHANNON (3) Writer's Direct Dial No. 501. 212 -1394 eclemonsewlj.com Reply to Little Rock Office December 10, 2007 Mayor Mark Stodola City of Little Rock Board of Directors 500 West Markham, Room 203 Little Rock, AR 72201 Ladies and Gentlemen: JERRY J. SALLINGS WILLIAM STUART JACKSON MICHAEL D. BARNES STEPHEN R. LANCASTER KYLE R. WILSON C. TAD BOHANNON (3) J. CHARLES DOUGHERTY (8J M. SEAN HATCH J. ANDREW VINES MICHELLE M. KAEMMERLING (5) SCOTT ANDREW 1RBY PATRICK D. WILSON DAVID P. GLOVER REGINA A. YOUNG PAUL D. MORRIS DAVID E. JOHNSON JOHNArHAN D. HORTON (7) EDWARD RIAL ARMSTRONG CALEY B. VO GARY D. MARTS, IR. ERIC BERGER P. DELANNA PADILLA MARK N. OHRENBERGER KATHRYN M. IRBY JEFFREY D. WOOD BRIAN J. MCNAMARA (6) JANE A. KIM ADRIENNE L. JUNG Also lice.sed to P—rice i. J Michigan 2 District of Ca .rbi. 3 term 4 New York S North Caratrna 6 Vrrdtnia 7 Oklahoma 8 Licensed to Practice before the V—,d States Pat— and Tradr.tork Office Via E -mail: mavorcalittlerock.ora This letter is written to request appointment to serve on the Board of Trustees ( "Board ") of the Central Arkansas Library System ( "CALS "). I have personally been committed to the CALS vision and mission since the moment my mother took me to receive my first membership card from the Little Rock Public Library. Throughout my childhood, my experiences at the Little Rock Public Library, both as a patron and as an employee, taught me the lesson that the public library is a hospital for the mind. Now, my two sons, Jabari and Malachi are living that lesson as members of CALS. As such, I am honored for the opportunity to submit this letter for consideration, no matter the outcome. As you are aware, my law firm, Wright, Lindsey & Jennings LLP (the "Firm ") serves as counsel to CALS and on several matters involving the City of Little Rock. Accordingly, the Model Rules of Professional Conduct (which the Arkansas Supreme Court adopted in 1985 and amended periodically thereafter) governing lawyers, ethics opinions interpreting those rules and the policy of my law firm, Wright, Lindsey & Jennings LLP, require that while I can accept an invitation for appointment to the Board of CALS, I must inform you, the City and the Board of CALS of some of the risks and complications of having the Firm serve as counsel 733235 -v1 WRIGHT, LINDSEY & JENNINGS LLP December 10, 2007 Page 2 to CALs and the City of Little Rock, as the case may be, while I serve simultaneously as a Trustee of CALS Board. The Firm's policy also requires that I obtain an acknowledgment that you, the City, the Board and management of CALS have been informed of those risks and complications. Please also understand that if the Board is called upon to determine whether or not my Firm is to be retained to perform legal services for CALs, I must recuse and not take part in any discussion or vote on that subject. The responsibilities of counsel for CALS and the responsibilities of a Trustee of CALS, while in many respects consistent, also differ in important ways which you, the City, the Board and management of CALS should understand. As counsel to CALS, the Firm does not represent management, any individual member of management, the Board, any Trustee, or any employee, or other constituent of CALS. Also, in its role as counsel for CALS, the Firm would normally refrain from advising the Board, or expressing views, on the non -legal aspects of business, financial, personnel, and other issues considered by the Board. By contrast, in my role as a Trustee, I may have an obligation to participate in consideration of, and to vote on, many non -legal questions. The Trustees and management of CALS should understand that in my Trustee role, I will not be rendering legal advice to the Board. Rather, I will be exercising my best judgment as a Trustee. It is also important that you, the City the Board and management of CALS understand that I will be serving in my personal and individual capacity only. I will not be acting as an agent, partner or employee of the Firm, and the Firm will not be responsible for my conduct in my role as a director. In fact, my Firm's malpractice insurance coverage specifically excludes coverage for acts or omissions in my role as Trustee. Further, there is a risk that opponents of CALS in litigation may claim that some communications between the Firm and CALS officials are not covered by the attorney - client privilege, and thus not entitled to confidential treatment, because one of the Firm's lawyers is a Trustee of CALS. There are legal precedents holding that in some circumstances communications between a client and a lawyer - director or the lawyer- director's firm are not privileged. Notably, if CALs has obtained director's and officer's (D & )) liability insurance, under some D & O liability insurance policies, it is possible that some or all of the costs to CALS of indemnifying me for litigation costs arising out of my service as a Trustee might not be recoverable. This could occur if the D & O insurance carrier takes the position that I engaged in the conduct at issue as a Iawyer rather than as a director. 733235 -v1 WRIGHT, LINDSEY & JENNINGS LLP December 10, 2007 Page 3 Please let me know if you, the City or Board members of CALS have any questions about these matters. If, after considering the above, you, the City and the Board continues to want me to serve as a Trustee, please sign and return to me the enclosed copy of this letter acknowledging that you, the City and the Board have been informed of the risks described above and still wish to have me serve as a Trustee of GALS. In whatever capacity you, the City and the Board decide to ask me to serve GALS, I look forward to continuing to work with you, the City and CALS in the future. Cordially yours, WRIGHT, LINDSEY & JENNINGS LLP Elgin -W Clemons, Jr. ERC /ss RECEIPT ACKNOWLEDGED: Date. 733235 -vl Elgin R. Clemons, Jr. Experience: WRIGHT, LINDSEY & JENNINGS LLP Of Counsel (August 2006 - present, Little Rock, AR) Corporate /Project Finance Division MAGNA SECURITIES CORP. Head of Investment Banking, General Counsel (June 1, 2005 - present, New York, NY) Magna is a 15 year -old minority -owned full service brokerage firm. The Investment Banking Division of Magna provides private placement and investment advisory services for its clients using various forms of private capital including private equity, venture capital, LBO financing, mezzanine, senior secured and unsecured debt financing. ELTEKON,LLC Head of Investment Banking, General Counsel (January 2002 -2005) Eltekon, LLC is a brokerage and financial services firm established to primarily provide public finance, and financial advisory and insurance services to professional athletes and high net worth individuals. • Co- manager for two New Jersey State bond offerings o $1.5 Billion New Jersey Turnpike Authority Bond o $50 Million New Jersey Economic Development Bond MORGAN STANLEY DEAN WITTER Senior Associate, Investment Banking Division, Corporate Finance Execution Group (Feb. 2000- Dec. 2001, New York, NY. • Transaction experience included: o KPMG Consulting, $2.3 Billion Initial Public Offering o Sun Life Financial Services of Canada, $400 Million Secondary Offering o Telecom Americas, $400 Million Rule 144A Offering o GHR Systems, Inc. $25 Million Private Placement o Lucent/Avaya Inc., Form 10 Spin -off and $400 Million Private Placement SHEARMAN & STERLING Senior Associate, Project Finance Group (January 1999 — February 2000, New York, NY) • Transaction experience included drafting and negotiating project agreements regarding: • Restructuring Credit Facilities for Canadian Telecom Company • Brazilian Oil Concession Rights and Futures Pricing Contracts • Creation of Offshore Special Purpose Entity for U.S. Insurance Company ENTERPRISE CORPORATION OF THE DELTA Executive Vice President, General Counsel (January 1997— 1999, Jackson MS) ECD is a nationally renowned rural Community Development Financial Institution that provides commercial loans to small and medium -sized businesses located primarily in the poorest 48 counties in eastern Arkansas, Mississippi, and northern Louisiana (the "Mississippi Delta "). 733284 -v1 ECD INVESTMENTS, LLC President, (January 1997 -1999, Jackson, MS) ECDI, is a for -profit venture capital subsidiary of the Enterprise Corporation of the Delta that provides private equity and subordinated debt financing to established businesses located in the "Mississippi Delta" region of the United States. SHEARMAN & STERLING Associate. Corporate Finance and International Trade Groups (September 1994 -- January 1997, New York, NY) • Drafted SEC No- Action Letters and Registration Statements for firm's institutional clients • Drafted briefs and memoranda in support and pleadings on behalf of firm's institutional clients in Anti - Dumping and Antitrust trials or administrative proceedings. • Designed the legal framework for the creation of ECD Investments, LLC, a for - profit subsidiary of one of the county's largest rural Community Development Financial Institutions. • Featured on the front page of the Wall Street Journal as a model attorney case study for diversity at major international law firms. • Member of the Shearman & Sterliag Diversity Committee. Education: JURIS DOCTORATE New York University School of Law, 1994 Honors: • Root - Tilden Public Interest Law Scholar • Shearman & Sterling/NAACP Legal Defense Fund Scholar • NYU Public International Law Scholar • NYU Green Memorial Award Winner (Highest Honor for Trial Advocacy) • Staff Editor NYU International Law Journal BACHELOR OF ARTS Princeton University, Economics /Public Policy (Woodrow Wilson School), 1989 Honors: • Elected to University Board of Trustees (1989 1993) • Rhodes Scholar State Finalist • Bayard Rustin Civil Rights Fellowship • Fitzpatrick O'Keefe MVP Medal (Track and Field -Men's 40Gm dash) ADMISSIONS Member of the New York State Bar, Series 7 General Securities License 733284 -v1