A few weeks ago, having triumphed in her bid to engineer a Republican takeover of the Missouri House of Representatives, Catherine Hanaway finally got a chance to finish a book she had reluctantly put down during the heat of the campaign. The book was "Master of the Senate," Robert Caro's dissection of Lyndon Johnson's years as Senate majority leader. Hanaway, who had led her state party to its first House majority since 1954, was on her way to becoming the first female House speaker in Missouri's history. Suddenly, she was in a position to appreciate some insight into LBJ's methods.

There's a limit, of course, to how much you'd want to read into Hanaway's choice of Johnson for her studies, even if she does stand six feet tall and have a presence that compels attention. "I'm certainly not trying to emulate him," she says. "I don't think anyone could." But if she has little interest in reproducing his high- pressure blend of cajolery and bullying as she prepares to take over the House on January 8, she hasn't ignored his dexterity as a leader, either.

"One thing I have gleaned," Hanaway says, "is how important it is to know your members. Irrespective of getting their vote for speaker, every time you pass a bill in our chamber, you have to have 82 votes. I haven't even had to do that once yet." Understanding where members of both parties stand on the ideological spectrum, knowing what their districts need, striving for some insight into their experiences and how they affect legislative concerns--these, not the bullying, were Johnson's real secrets of legislative success. Hanaway would like to know how to use them.

She'll need every advantage she can find. She has a cushion of 90 members in her caucus, against 73 Democrats, but this is far from an easy time to be taking over as speaker. Like most states, Missouri faces a severe budget shortfall--about $500 million, according to current estimates--and a host of demands for state spending, especially on education and transportation. Moreover, with Republicans now controlling both houses of the legislature--although the governor, Bob Holden, is a Democrat--traditional GOP constituencies from the state association of manufacturers to religious conservatives are insisting that it's time to address their wish lists.

Meanwhile, Hanaway's House Republican caucus, which hasn't held power since Dwight Eisenhower's first term as president, is determined to revamp the chamber's rules and procedures. And, perhaps most challenging of all, the combination of term limits, redistricting and last November's GOP tide in Missouri produced 90 new House members, out of 163 total. Fully 55 percent of the Missouri House, in other words, arrives without legislative experience. The Republican caucus is even more lopsided, with 56 of its 90 members--62 percent--coming in as freshmen. It promises to be an exceedingly busy year.

But then, that's not true just in Missouri. In all, the National Conference of State Legislatures expects at least 125 new leaders-- that is, presiding officers or majority or minority leaders--in the 99 state legislative chambers around the country (Nebraska's being unicameral). "It looks to me as if there will be nearly as much change as after the 1994 elections, and that was a huge change, the biggest we've seen in recent times," says NCSL's Nancy Rhyme.

Moreover, with Georgia's Tom Murphy, the dean of the dominating, seemingly immortal House speakers, having lost his seat at the polls, the number of powerful veterans running legislative chambers has dwindled to a relative handful, such as Senate presidents Joseph Bruno in New York and Thomas V. Mike Miller in Maryland, and speakers Michael Madigan in Illinois, Tim Ford in Mississippi and Terry Spence in Delaware. These few are as powerful as ever; more powerful, in Madigan's case, since Democrats now hold both legislative chambers and the governorship for the first time in a decade, and Madigan is the only one of the new leadership with extensive experience.

Despite such exceptions, however, the truth is that turnover at the top is pretty much the norm now for state legislatures. "When we did a five-year and 10-year leadership turnover study," says Rhyme, "84 percent of senate presidents turned over in five years, and 94 percent in 10 years. For speakers, 80 percent left in five years and 92 percent in 10 years. And that was before term limits actually had set in, in a number of states. If we wait another four or five years and do it again, we'll see that turnover rate even higher."

Changes in leadership and changes in membership are occurring together. The legislatures are seeing an unprecedented number of seats turn over this year--something approaching 27 percent of all legislators are new to their chambers, says Tim Storey of NCSL, compared with an average of 19 percent in recent times. A lot of these new legislators are Republicans: The GOP now controls 21 legislatures, compared with the 17 they held before the elections; the Democrats sit atop 16 legislatures, down from 18. Twelve legislatures are split. Perhaps more significant, Republicans now hold a slight advantage in sheer numbers of seats nationwide--something that has not been true since the 1950s.

All this change in the legislatures has significance that goes beyond partisan calculations. Given the 80 percent membership turnover that has taken place over the span of the past decade, the legislatures are confronting a desperate budget situation with very few members who recall the last time they had to grapple with such severe constraints.

"Let's say you have a state with a speaker who's had maybe two terms in the legislature, and a money committee chair with two or four years in office, and you're staring at enormous deficits," says Nancy Rhyme. "You have no institutional memory to guide you through what happened last time there was a recession and how the legislature dealt with it. The states that could take advantage of tobacco settlement money have done so. So what are they going to do now? Without that institutional memory and guidance, it makes their job very difficult."

Yet in all of this, Catherine Hanaway sees not just risks but opportunity. She and her leadership group want to change the way the Missouri House runs, from the way it deals with budgets to the way it votes. As far as she is concerned, this may actually be the best time to do it. "We have fewer returning incumbents with expectations of how things ought to be run," she says. "We don't have people who've been here for 20 years with pent-up ideas. The longest continuous tenure is six years. We are assuming that it's a new general assembly."


Hanaway has had her colleagues' attention ever since she arrived in the House after the 1998 elections. Part of this was due simply to her personality. "It's not that she's an irreverent person, but she wisecracks a lot," says Jennifer Joyce, a Democrat who is the St. Louis circuit attorney--the city's district attorney--and a longtime friend. "She smokes a cigar; she can be a character. She's also capable, confident and projects that she knows what she's talking about, because she does. We may disagree philosophically, but I never have any question that she's done her homework."

Hanaway, who is 39, trained as a lawyer and practiced at one of St. Louis' blue-chip firms for a few years before leaving to run U.S. Senator Christopher "Kit" Bond's St. Louis office. In 2000, while completing her first legislative term, she spearheaded three successful GOP efforts in the state, including George W. Bush's presidential campaign. When the GOP leader in the Missouri House announced he was stepping down after the 2000 elections, the caucus appeared ready to reelect one of its former leaders until Hanaway announced she was interested in the slot. "It was as though she'd flipped a switch," says one former Republican House member. "We were hungry."

If Republicans were ever to take the majority in the House, they figured, it would be behind someone like Hanaway, a fresh face who knew how to connect with other players--the business community, lobbyists, national Republican figures. "She didn't make her ascent on the buddy-buddy, frat-brother mystique of the past," says the former House member. "She's not a huckster when it comes to campaigning: She's all performance, all fundraising, all policy, all the time."

This turned out to be crucial in last year's elections. Although one could argue that the Democrats in Missouri--as was true elsewhere-- lost the election just as much as Republicans won it, there's no question that Hanaway led a strenuous takeover effort. "Catherine and the party worked very hard during our redistricting year to get favorable lines for Republicans," says Datra Herzog, a business lobbyist. "Then they worked hard on candidate recruitment--Catherine and her team went out and recruited a lot of physicians, retired school board members, people who had ties to their communities and could represent their constituencies well. And then, there was this phenomenon of rural-area turnout--she captured a lot of seats in rural areas that had been Democratic. I think she was on the road nonstop for a year. Anywhere we would ask her to be if a client wanted to meet with her, she would be there."

Long before the elections, Hanaway also began trolling for money, showing up at potential donors' offices with a small tabletop tripod and displays on which she'd outlined each district's demographics and political behavior, explaining in detail why she was convinced her party could win a majority.

Hanaway herself represents an upscale district in the St. Louis suburbs, but she grew up, as she puts it, "on the cold plains of Nebraska, in a very middle-class family," and she traces her politics to that upbringing. "My grandparents were people who lived hard lives," she says. "They were Republicans because they wanted the government to leave them alone--they could take care of themselves just fine. It's interesting to me, because I believe that the Republican Party now, even more than it was then, is a party of populists. Our majority isn't made up of corporate CEOs. The people who've given us majorities are working men and women who want to do for themselves and their families, and have conservative social values."

This assessment of her party's workaday base is one of the ideas that has weighed most heavily on Hanaway as she prepares to ascend to the House rostrum. "There are two things that keep me up at night," she says. "One, and first in my mind, is whether my career is detrimental to my family." Hanaway, who is married, has a four-year-old daughter and is in the midst of adopting a second child. "The second thing is, how not to do harm, particularly as we look at budget issues. There are people who are disabled or elderly or are children with parents who aren't able to take care of them who rely on state government for the essential services of life. I want to make sure we do nothing to harm them; if anything, I want to enhance our ability to help them."


The problem, of course, is that this is going to be very difficult. To begin with, quite a few people consider the $500 million budget shortfall figure to be optimistic. "In all likelihood," says Mary Still, the governor's communications director, "it's going to be quite a bit more."

The state's fiscal difficulties are not due solely to hard economic times. Like many states, Missouri cut taxes substantially in the late 1990s. "The tax structure now is not at a level to provide sufficiently for expenditures," says Phil Brooks, director of the state government reporting program at the University of Missouri. "If indeed that's the case, then this legislature is looking at fairly serious permanent cuts in spending, or they're looking at a significant tax increase."

That last step is unlikely. In August, voters in the state rejected a tax increase for transportation improvements--which Missouri highways desperately need--by a 70-to-30 percent margin. In November, they more narrowly rejected a cigarette tax increase. "That said something," Hanaway points out. "Tobacco taxes are usually the easiest to pass, and there was a significant amount of money behind the campaign for that tax. So Missourians have told us we'll have to balance this budget without a significant tax increase of any kind. I think much of the session will be about cutting the budget."

The question, of course, is how. "It's not difficult to agree on our priorities," says Carl Bearden, the second-term House member Hanaway has chosen to head the budget committee. "Our constitution requires that we pay the public debt; second is education, and 25 percent of our revenues are supposed to be for that; then there's care for the elderly and those who can't take care of themselves. Those general priorities I think everyone agrees on. It's the details after that where it will get difficult." In particular, Bearden expects the legislature to narrow eligibility requirements for Medicaid and other social services.

You'd expect a Republican majority to have no trouble coming up with the votes to cut spending along those lines, but the other major budget component, education, will almost certainly prove more tricky. During the campaign, Republican candidates called repeatedly for creating an "education trust fund" made up of gambling revenues, which would be distributed to schools on top of their basic state allotment. At the moment, gambling tax proceeds are used to replace general fund revenues in filling the basic formula for education. Removing the gambling proceeds from the regular education budget could cost the state as much as $200 million and make the fiscal trap much more difficult to climb out of.

On top of whatever difficulties the budget creates within her own caucus, Hanaway will have to deal with Governor Holden. Last year, when the two confronted each other on budget matters, Hanaway won. Holden wanted to use the state's rainy day fund to plug holes in the budget, a move that required a super-majority in each chamber of the legislature. Although the GOP-led Senate went along, Hanaway led her House Republican caucus in opposing the move, arguing that because the constitution requires the rainy day fund be repaid with interest, Holden would simply be deferring budgetary pain until later. Enough House Republicans voted with Hanaway to kill the plan; Holden quickly responded with a reduction in higher education spending, for which he blamed Hanaway.

Now, Holden is insisting that the legislature must not only cut the budget but find new sources of revenue. In particular, he wants to look at closing corporate tax loopholes--a direct challenge to the GOP majority's pro-business ideology and to its corporate allies. "We can no longer support the loopholes that have developed through the years that don't help grow our economy," Holden said after the election. "Some no longer serve the intended purpose of economic development, and quite frankly, some never did....When working families and most Missouri businesses see the breaks, perks, and tax shelters that have been carved out for a few, their confidence in the fairness of our government is eroded." Holden aide Mary Still expresses the hope that Hanaway, now in a leadership position, "will be more responsible."


As if the budget and education issues weren't enough, Hanaway has been spearheading a detailed review of the way the Missouri House operates. "Since the Republicans have not been in control in 48 years, there are lots of unanswered questions as to why things are currently done a certain way," she says. "We may conclude it's the best way, but why?"

They're looking, for instance, at whether the House should continue to use a central communications office, as it does now, or whether each party should have its own press operation instead. They're considering changing the way amendments can be offered on the floor. At the moment, these can be voted on as soon as they are submitted; Hanaway thinks it may make more sense to require that they circulate in writing at least a day ahead of time. "Moving to amendments in writing would open up the process some," she says. "The part that helps the minority party is that they'll know what the majority party will offer; what helps the majority party is that they'll know what the minority party will offer and can plan procedural moves to foreclose it."

Perhaps the biggest overall change Hanaway plans, although possibly the least controversial, is to reduce the number of committees. The House has close to 50, and they can make legislating cumbersome. For the most part, they're a legacy from the days of Bob Griffin, the powerful Democratic speaker who used new committee chairmanships to reward followers and hence keep himself in power. Hanaway is reluctant to put freshmen in as chairmen, but since there are only 34 returning members of her caucus, she'll have no choice if the number of committees remains the same. Still, keeping a slimmed-down committee structure over time will be a challenge. "She'll probably have more committees next year than she did this year," says David Webber, a political scientist at the University of Missouri. "She has 90 people who want to be committee chairmen."

An even greater challenge lies in reforming the budget process, which Hanaway and Bearden would like to do over the next few years. They envision moving toward a federal budget model, in which the leadership works out overall spending priorities before giving the various appropriations committees their spending limits. They also are eager to try performance budgeting. "We need a regular process we use to review the departments," says budget chairman Bearden. "It would be good government and good management."

In order to make performance budgeting work, though, the legislature will need to develop its own ability to analyze departmental performance, which presents real difficulties for a term-limited citizen legislature that hasn't been enthusiastic about developing its own staff resources.

"It's a double-edged sword," says Steven Carroll, a former House Democrat who is now a lobbyist. "You have to be able to ask the pointed questions necessary to fully evaluate the budget and where cuts can be made. They're going to have to depend on the departments' bureaucrats to provide them with that information. But when you have an agency that wants to protect its budget, how forthcoming are they going to be, a bureaucrat that's been there 30 years up against a third-year legislator? I don't know of many CEOs that have run an $18 billion company that would turn over their company to a second- or third-year employee to handle their budget. So I think it's going to become more than a part-time legislature for many of them. I think this is going to become a full-time job for many of these legislators."

Full-time work isn't the assignment most of the newcomers signed up for, and so the workload could prove a headache for the leadership as the session moves along. But then, Hanaway has developed a nuanced appreciation for how many such headaches she will face. These range from the picayune--"It matters profoundly to members where their office is," she says; "it makes no difference to the quality of governance or the quality of service to constituents, and yet it is enormously time consuming"--to the larger and potentially disruptive issues surrounding the way the chamber conducts business. Not only does she expect to have to work to keep strains from developing between the GOP's fiscal and social conservatives, but she worries that the GOP-led House and Senate may march in different directions as well, despite a close working relationship among leaders before the session began.

"I think there is widespread sentiment in the House that the basic way we fund schools, the foundation formula, has to be reformed," Hanaway says. "There are lots of ideas floating out there. The House will be ready to go, and the Senate will say, 'We don't have to do it this year; it's an important topic, we need to debate it thoroughly and perhaps come back two or three sessions in a row.' That will be frustrating for us."

No one on either side of the aisle doubts Hanaway's strengths. But as the legislature prepares to go into session, even those who admire the new speaker's skills aren't sounding very confident about how things will turn out. "If anyone can do it, Catherine can," says Steven Carroll. "She has the talent to make public policy work. She has a proven track record. But it's one thing to be the loyal opposition and point the finger as to how it should be done; it's another to be the engineer of the train and make sure it moves along the tracks. Believe me, this will be a challenge like she's never had before."