Code Revision Commission

Arkansas Code revision commission is called order the chairman sees a quorum. I appreciate everybody being here today and dissipating either in person or by telephone. we will look to our agenda the first item of business is the approval of the minutes of the June sixteenth twenty twenty one meeting. And that is exhibit be to your packet. There any. Questions corrections comments. If if not without objection the minutes of the meeting I will be approved. And that brings us to item C. which is a proposed contract amendment that is exhibit C.. And I'll are recognized Mr Anderson to provide more detail. Henderson CO divisor. This amendment has been drafted in light of the US Supreme Court decision. Of the publishers dot org the Georgia of I explain it a little bit Mr Johnson with Lexus here. to also explain answer questions what it does is it takes the case known annotations in Arkansas Code ninety seven annotated. And since he turns it over to the publisher Lexus from for copyright purposes. We can use those in Arkansas code annotated but the they would on them. Exhibit C. two is the. Our ref in the contract that. Is being amended by this. All this case material prepared for the commission persons contracts belong exclusively to the commission. And the successful enters his Alexis Richey copper claim all materials individualization. on behalf of the name the commission is covered under. In this particular case with this the man would accept out the case on anti. Any questions. Our I guess I would have a question on this right now. I take it the annotations are part of what belongs to the state is that correct yes that's correct and so currently if we move to a different publisher those annotations can be used by that new publisher for future editions of the code is that correct that I don't know would be correct under this minute that's that would be the only question I have is is this something that if if we were to I know. Periodically we we had to let the code out for contract and we have depending on years we can have varying degrees of interest I just would like to understand better what we're giving up does that mean that that in the future that Other publishers would have to start from scratch and make that may already be the case I don't know so could we have. Comment from Lexus on that. Sure thank you Mr chairman I'm Anders counting with lexis nexis search a couple things as Mister Henderson correctly noted this is driven by the decision Georgia first public resource to clarify the treatment annotations following a court decision we've already had been negotiate a similar amendment with another state and and and really the. The purpose here is two fold in my mind and I will get your question just a second number one is to clarify to treat into the annotations in the production of the code today today. And there was some confusion about that in the spring court decision is also clarified that they have no legal way to mean the ESPN Court did kind of the ever into that of authority of nature of authentications to be clear case of attentions is a research tool yes I help people understand or put together sort of pointing towards cases that are relevant for funded research you would nest not necessary to ever quota case note in that in a court brief. That's the other one and the second one is when when when you look at the ownership as things stand today after Georgia versus public resource center essentially it means that nobody owns them today they it's not entirely accurate to say that the state owns them because the state can I cannot hold a corporate interest in the indentations anymore under the. Under the edict of the elected government principal Sir the challenge then becomes when you have a publishing arrangement like this where we ask the publisher of the Arkansas Code. Thank you we do not get compensated for the work that goes into creating the code to duty all the. All the mechanics to create the code itself and historically that always worked out well because we got the exclusive right to publish and sell the resulting materials now in effect and and very simply put. This state can no longer court granted exclusive that exclusivity because at a state come in in in effect not the forces copy right as it is today so what happens if there is a Changin publisher well a couple things me first of all and not a publisher I mean can and and and do you create these themselves we could also we would certainly also be open to license it to me we. Been a publisher for a long time with very committed to remaining to publisher but we also have no really interested in making life different difficult you to decide to go in a different direction. So this is kind of a situation where. But if we as it stands now. Anybody can publish and put anything out there they could basically take what we what we what LexisNexis produces by forty the code revision commission somebody copy that put it out right now the end of this decision. But in this case if we exclude the annotations in that is giving you that basically allowing you to to own that copy you'll have that copy right in the I guess the trade off is that that's what makes it worth your while to be the publisher I mean in other words if if if you don't have that exclusivity. Who we we may be in short it may be in need of of committed pride and it's private your interest to continue down that road or or certainly not at the level that you're at this point I mean is that would that be fair to say. Mr chairman that's exactly right to mean. The trouble is obviously that preempt as a as a as a medium is declining and more more use it online but Dixon expensive the duck definitely help to do that because we. Thank you what when you look at the outcomes after the date of the ruling off of the Supreme Court. It did definitely up and a business model that in my in my mind has worked Broadwell the other day I deal alternative is to you know you're under. Create all is working House. Which I think is only one state the dust either a comparable level Colorado and they have a staff of thirty people to just do that in house because it's not super efficient to do it because you're you're inspection every two years fundamentally we have to so it doesn't it doesn't make a lot of economic sense to have the staff on hand or you sort of do a different model so a fee for service as where you hire somebody to do all this work and you paid a fixed amount to do the work because at the end of the day there's a lot of workers in we have a team that does work Senate the same folks you're and you're out and at some point we got to pay the bills to. Our. Any other questions. Per person Gazaway you're recognized okay. So my understanding. Is that the end of the annotations that currently exist have been produced by the bureau of legislative research is that correct. They've been produced a as work made for hire by the publisher on behalf of the commission on behalf the state. Okay and who has that been historically to me who who has that been historically. The public the person who has put Public publisher publisher who's been the publisher Lexus Lexus okay Okay yeah I think I have a few more questions but I'll I'll pass for now. this. But I'm not sure how does this this only applies to case note annotations at what effect would have on official comment to the statute and I'm particularly thinking I know all the. One of the UCC has official comment it's associated with almost every statute in the UCC how does who who owns the copyright to that has this effect that. We have an agreement of some years ago with spect uniform commercial code we have a a two volume commentaries volume is not been updated in quite literally decades but we we had an agreement have agreement with use with the record lunch too and you for Law Commission so I think the jointly owned that the commentary on that we have updated those with respect to the some of the other comments commentaries you handle whole. Raft of your loss come through that we haven't put the commentaries in that yes this point they're also in that volume or the comments commentaries from the. Of Arkansas criminal code revision commission. And we also place those no there's no **** right on those that point. again those in a separate volume those are not incorporate this point into the volume save of title for for example okay so this doesn't affect what we're doing today does not affect the official comment is that that's correct this is just the case notations. Any other questions or comments. Sure you're. Sorry. I think it's Jenny understood of a disappointed Fisher commentaries to different I mean like Mr Henderson said that's owned by the uniformed doc Commission we have a separate license with them in fact we have to license the content to to reproduce it in print so that would all be affected at all we do not own that we we license that they are non governmental body so it is difficult to write a full. At the end of two Asians are probably the only things in the cold volumes today that are probably copyrightable. The other things are more like enumerations and and does a such don't meet the criteria for level of artistic expression. All right any other questions. What's the will of the Commission. I have a motion to approve the amendment. we require second right is there a second. Second by Senator Thompson is there any discussion. All in favor say aye. Any put any opposed. The ayes have it the amendment is adopted. Members removed two items D. E.. Which are corrections to various parts Arkansas Code resulting from enactment of act ten forty one of twenty twenty one. Mr Henderson you can explain those proposed corrections. During the early part of the regular session earlier this this spring at ten forty one was adopted it enacted the uniform of the liability company act. caught I think quite a few but not to see all the conflicts particularly in other titles of the code of the title for this should take And entitled for but outside of the uniformed law of action at silo liability company act of we were approached by the Bar Association on these. Of. There are several places in other parts of of the Arkansas Code where the term articles of organization or used. That term for the liability companies that term is not a term now used and you will see a. The term now's gently certificate organization. So what they have asked the commission to this is a to look at some of these that they found in see if the commission uses forty to make these corrections if you do that I think I can tell you we would course recommended they be put into correction bill for next recession in any event just ratify those the first one is actually different it's. Property operating agreement. If you're going for state exhibit D. four three seven one or two thirteen. The. Two were injured authorization to certificate of organization. I want to point out that that works with those provisions in title for. When we get into title fifteen. Natural resource and economic development and and substitute. Chapter four subject twelve. We begin running problems because in that law. The Bank Commissioner parents authorized to issue certificates. A or operation articles of organization. Two LLC's. And. All or certificate rescues me and trying to change the articles organization from bank commissioner. We've been able to conflict we have two different types of certificates organization one for a little C. one for the Bank Commissioner. I'm not sure how. Yes we can go about fixing that under under authority to correct name changes. Is that part of the change is part of the changes that are those those those ones that that would work point out to us so so are we change it by the proposal would we change. That those references in title twelve to certifiable. Hi I will I will I have to and I would not recommend at this time because I think that would probably take for legislation may be discussed with the with the Bank Commissioner on that we we have some people here from the bar association discusses further about what what we may want to do with that the last item of has to do with if you look. On the very last page the pennies title nineteen bond issues a couple of. I think lacks big steep river steel LLC. read the agreement the term. Articles of organization. Is also used in it. And I'm. I don't know what I can physical with the big steals is organized in Arkansas or president of the state and and. And just no is authorized to business Arkansas with a in Arkansas is I understand the new utility bills coming ACT. Would to put them under would be glad to put in that act and the changes in in language like that as well I'm not sure there's a new wave where it where is the very last page with us okay if you look at the. The the first paragraph of the word sponsor there I see at the very end yes for. Okay. We wouldn't ordinarily do anything with that from a standpoint of the coda convocation but in a village least no point that out that. Is there anybody here that wants to speak on this. Yes the very on that part the references big river still very last sentence three by would like to speak on this. I'm sure ya come forward and and if you've got comment we'll we'll hear that. If you're recognized. One click any the Bar Association ask me to come down here I'm attorney a club rooms so you're really just answer if you have any questions about this I'm also won the state uniform law commissioners as well so if you have any questions in that regard it I did hear the discussion about big river steel I honestly don't know the answer to that one that that just came up will commence ago so what is what's the bar association's position on whether we should. Whether they think we should change those references over in the I guess it's the title dealing with the bank Commission. Date the bank commission issue isn't something we specifically discussed the we did discuss need to fix the certificates of organization articles and all these other references to Hank that that's that term is now changing the new act with the bank commission I was I don't want anything to interfere with the bank commission but as I was reading it just now is receiving over there I it makes sense to me that would make that change there as well. And the and Mister Henderson the concern is the certificate of organization under that title has a different meaning. Well there's there's there's one issued apparently buyer is on behalf of Bank Commissioner and it's it looks like from a regulatory. Document for better putting it as opposed to reliability company organizational documents that's. But yes okay. There any questions. So I mean I guess it sounds like it. Most of this is just updating the reference the references that work call where articles became certificates of organization which that I think that's been consistent with what we've done in the past your own code revision just clarifying and name will not change anything substantively I guess the Tupper issue is what we do about. Over in this title dealing with the bank commission because if we make that change then there's going to be. Apparently there's two types of certificates that are that there could be confusion as to that. Is there specifically in that title the use of the term certificate of organization. Yes there is that does not mean an LLC certificate of. No. Is there a possibility of us if we made that changes of the possibility of us I think we've done this a few times where we might put a footnote to that that this was that the changes being made to that reference to. Referred back to the change to the LLC certainly Sir the known in that affect me negatively so it's not like our options are we change at all. Four we change at all and maybe put a footnote into that into those banks those that where there could be confusion or we just change the what is a title for which changed throughout the the. Business and commercial the volume or title and leave the bank Commission part alone. And then they'll just be left to have realized that articles now means certificate. That are those kind of the those County options available that's the options available to us point time we could come back next session and perhaps do some adjustment to that to where you would describe certificates organization issued by the bank. The legislation we would want to clean that up regardless next session. Any any questions or comments or discussion. I mean saying and was somebody has come into question is going to throw it out there since there's only a few of us here it it seems to me that kind of the. The safest and clearest would be we make the change but in the volumes that have maybe dole references that we have some type of footnote just to clarify that that reference to the certificate of organization has the same it it's the meaning that is given to it and title for as a. Bills I know we've done that a few times we don't usually like to do that but anyway I don't know I'm I'm open to. Obviously the will of the Commission. Represent Gazaway. I agree with you Mr Speaker I think that the appropriate way to handle it and so of course I would like to Europe there other opinions but At the appropriate time I would make a motion that that's how we address this. Mr Miller. You're recognized. The Speaker I was just want to clarify as part of the motion if the big river steel sections in the appendix of being. I guess the I guess the question would be. The articles of organization operates. And I am part of it is. Really not as familiar with the new LLC laws I should be. They might have a. If it from a quick review I mean I would be a little concerned that they may have existing articles does I mean I understand the definition changes but does the we're talking about a specific reference here does anybody know how that would affect them I guess I'm a little leery of of going to that to that part. On just as part of a motion just to the extent included in the handout. CERN figure still okay. All right we have a we have a motion To make the changes with the with a footnote with an appropriate footnote to clarify the what the reference is in those titles but I guess outside of title for or when there's conflict with the exception of not making that change to the two references in the appendix. What what we would do is put and ACRC note. Into into the code Commission notice planning that will we're correcting the reference to strip organization that of the other reference. With the original representative Richard reference respected bank commissions not to be the same. In my recollection I may be wrong about this my recollection is that usually like the first thing following the statutory language I mean it's it's it's before the annotations it may be after the the history but it's before the annotation. And we've done it and I mean usually what we've done it but then we'll come back and correct you know run legislation later so that we have we can remove that the future but just in those instances to try to provide. So we have a motion we have a sex. Second is there any discussion. All in favor say aye. Any opposed. Yeah seven. All right now we're moving to. item E. local and special temporary legislation to be index Mr Henderson can tell us about that. This is really just notification for you all that we found three acts to me this last session that will be placing him local special temporary index we don't do that very often I have heard very often it's a very very very in index in the back of the third volume of the a three volume index to the Arkansas Code. One point this out is that within twenty days of the German General Assembly I'll need to send a note out of leave to the council of notifying and explain this in the index. But did tell me so tell me more about what that would look okay I'm just notice and in these exhibits that much of this says. That. Well I guess all of it says not to be found thank but we're going to we're not it's gonna be printed but it's not going to is that it is the same being printer codified just be put in an index of local fifteen for the lord's if you would want to find that so I was really for historical purposes stating codified or noted All right any of any questions on that and I take it that's consistent with how we've handled similar matters in the past yes yes. Any any questions. What's the will of the Commission. For the motion represent Gazaway second by the office and any discussion. All in favor say aye. Any any oppose the ayes have it. Now we're moving to item F. which is the consideration of expense reimbursement. Mr Henderson I apologize we probably should have done this in June we don't have this very often but there's thirty four basically non legislative of non ex officio by and large members of the commission to have their expenses reimbursed for poor official board duties. And it's the expenses is the same as for state employees and state travel regulations if you do approve this it would need to be retroactive to the last commission meeting. And this is for non legislative members. Yes okay for those of lesser for those that non legislative and also the if if they're representing an institution like to the dean's too low score for each year that they would not physically get paid either a. their budgets because come out of your own simply aren't any discussion on this. Thank you for we have a motion and a second any discussion. All in favor say aye. Any any opposed. Motion passes. All right we'll move to G. all. Some years ago the. Commission approved the re codification of title nineteen click finance. we're fast approaching point. in network. To getting some input from the commission and from what I've what I've called a working group. if you will. It's like or what I call This is a pose in front of you there are basically three levels to re convocation. One two. on the first page really pretty much what we do on a regular basis of spec to the new legislation coming in and and the correcting problems issues with that legislation. Three one two three four little more than that that's definitely where if if there's some issue we're when we bring to the commission it's gonna be for a question legislation. Five six seven eight is is up more than that that's where it gets the more substantive. We are probably press three months away from finishing up the first draft. Of the total nineteen re convocation of minutes of a rough draft. And once we finish that up. we. Would like for the commission. To Let us start on the second phase. by creating a working group. To review the draft give us recommendations suggestions on. What the Wall should look like. And what what the we've looked after standpoint of the organization wanted to commissioners. Representational governors archers treasures office you given a claims commission ethics let's see what it. there could be others problems for example focus on the commission of the Bar Association. perhaps others that might be of some assistance. the way it would work is the working group I think would look over the draft give us their suggestions we would draft those up disposals. Put those together bring them before the. The working group it may take several go around to get to that point. To where finally getting drafted title nineteen that the working group can agree on except bring that to the commission for its review. And if approved they have a bill drafted to an active tunnel nineteen. This I will see this sort of a template for the first step in this process we did a record of cation total seventeen but really until they school's first two steps we did about nineteen ninety five. The. And then once you get through this one here we're looking at doing some other titles but this is the sort of the pilot two point. Mr Miller you're recognized. The Speaker I just want to say aye aye Mr Henderson said the authorization here came a long time ago it was in nineteen ninety nine I would understand if the commission might wanna re ratify or kind of reset on this a little bit if you want to take a vote just re authorizing going forward I know I certainly under stand that since been awhile since the initial motion but it's something we've been looking at over the course of several years we obviously review the code regularly anyway as part of the upkeep process so it's just something we've kind of had in mind as we've been working the titles over the past. Ten years or so possibly. So so today yeah I would be looking for basically re authorization of. Yes preceding. With this recall invocation and then what else what else are you looking for from the Commission today. We would. You're both in their. So you so you're thinking you know would go ahead and prepare this initial draft and then at the next meeting we could. Finalize what that working group would look like. Yes okay so. Any any questions comments thoughts. Ferguson Gazaway. So first I guess. Title nineteen needs to be. re codified because. And maybe it's not the. Put together as well as it could be is that just everyone's general opinion yes it's grown to the extent that we have for example subchapter miscellaneous funds it's one out of members so open up another subchapter for miscellaneous funds and this got seventy six. And thank you everyone for that continued subchapter runs out numbers we'd like to reorganize it break it up a little bit to give some more space to grow. Thank you. Any other questions or comments. Mr Miller correct just one more note and this is not this ultimately this would probably lead to a bill that the General Assembly would enact this wouldn't be something that the commission would just unilaterally adopt unless it was a very superficial ricotta Education just numbers and things like that and this process could very well last until the next year we would be talking twenty twenty three perhaps we could be talking twenty twenty five for having the actual bill together. All right. And I take it the. If we re authorize it today that I mean ultimately we still would have to put together working group we still at the end of the day as far as anything from the code revision commission there would ultimately be. A vote in the future this is to strictly to to basically give the the Our staff the confidence that they are within their authority to go ahead and start looking at that and and working through that process. Yes that's correct yes any any other questions. Comments Ferguson Gazaway. All right we have a motion to approve or to I guess to authorized the start of the recall invocation of title nineteen. We've second second is there any discussion. All in favor say aye. Any opposed. The motion passes and so we'll look forward to further information for our next meeting on that front. Is there any other business. Come before the commission. We have a report. Very very short of for the first time in. Probably over twenty five years we we got the supplements out. basically with the right attitude within of sample of our work of within the ninety days from the end of session. Which has been no as of last time B. twenty five years ago it. All right the report that's it is a like a. Any any other business Ferguson Gazaway everything thank you Mike was lit up that's right. Anything else. If not without objection return thank you.