Printer-friendly Version

Bylaws of The Virginia Bar Association

(Revised as of January 21, 2010. Copyright 2010 The Virginia Bar Association)

ARTICLE ONE
Membership

1.1 Classes of Members. The Association shall have the following classes of members: 

(a) Active Members. Any active or associate member in good standing of the Virginia State Bar, any member in good standing of the Bar of another state or the District of Columbia, and any regular teacher or student of law in a school of law in an institution in the Commonwealth of Virginia authorized to confer the degree of Bachelor of Laws, Juris Doctor, or the equivalent may be admitted to membership as an active member of this Association provided such person is of good character and shall (i) make application in the form and manner required by the Association, (ii) subscribe to its objectives, and (iii) exhibit a substantial interest in its affairs.

(b) Life Members. Any member of this Association not less than 70 years of age who shall have been an active member for an uninterrupted period of not less than forty years shall become, and shall remain so long as he or she is not a judicial member, a life member of this Association. Life members shall constitute a special class of active members and shall have the same voting rights and other privileges of active members, and no dues or other assessments shall be required of them.

(c) Judicial Members. The justices of the Supreme Court of Virginia, the judges of other courts of record and full-time district court judges of the State of Virginia, the Executive Secretary to the Supreme Court of Virginia (provided he or she has the qualifications required of a judge of a court of record), the commissioners of the State Corporation Commission and the Workers Compensation Commission of Virginia (provided in each case the commissioner otherwise meets the qualifications to practice law in Virginia), the judges of the United States Court of Appeals for the Fourth Circuit and a United States District Court for any District of Virginia, United States Bankruptcy Judges and United States Magistrates for any District of Virginia, whether any judge or commissioner, be active or retired, shall be judicial members of this Association, except that any retired judge or commissioner who shall be engaged in the active practice of law or as a regular teacher of law in an institution described in Subparagraph 1.1(a) of this Article shall cease to be a judicial member. No judicial member shall be an officer of this Association, but judicial members shall have the same voting rights and other privileges as active members.

(d) Honorary Members. Any person recommended by the Board of Governors may be elected as an honorary member of this Association. Honorary members shall have the same privileges as judicial members, except voting rights, and no dues or other assessments shall be required of them.

(e) Legislative Members. Any member of the Virginia General Assembly who is or is qualified to become an active member of the Association shall, upon his or her election become, and shall remain so long as he or she continues to be so qualified and during his or her term of office in the General Assembly, a legislative member of the Association. Legislative members shall have the same voting rights and other privileges or active members, and no dues shall be required of them.

1.2 Admissions and Enrollment. All applications for active membership shall be prepared in written form approved by the Board of Governors and shall be submitted to the Association for verification of eligibility for membership in the Association. Upon such verification, the applicant shall be enrolled as an active member of the Association and shall be so notified.

1.3 Disciplinary Matters. No applicant whose license to practice has ever been suspended or revoked or who has been expelled from the Association shall be eligible for membership nor become a member, except upon the specific recommendation of the Finance Committee to, and approval of, the Board of Governors of the Association.

1.4 Notification. The Executive Director shall promptly notify every applicant for membership of the action taken thereon. The names of those applicants who have been admitted to membership shall be periodically published in the VBA News Journal.

1.5 Rejection and Appeal. Applications for membership which have been rejected shall not be considered further, except that an applicant may request in writing a hearing on an appeal to the Board of Governors upon notification by the Executive Director that such application has been rejected by the Finance Committee. Such notice would inform the applicant of the right to note an appeal to the Board of Governors within 30 days of the receipt of the notice.

1.6 Hearing and Decision. If the applicant so rejected for membership consideration requests in writing a hearing on the appeal, the Board of Governors shall fix a time therefore not later than 90 days from the receipt of the request. The Board of Governors shall fix the procedure to be followed at the hearing and shall notify the applicant thereof. It shall announce its decision on the appeal within 30 days of the hearing, or within 30 days of the appeal if no hearing is requested. A majority of the Board of Governors shall constitute a quorum for all purposes of the appeal.

1.7 Fees. The admission fee and the annual dues for members shall be fixed by the Board of Governors, provided that (i) no increased annual dues fixed by the Board of Governors for any Association year shall be effective unless the President-Elect (Chair of the Finance Committee) or another officer designated by the Board of Governors shall advise the members of the increase at least thirty days before the beginning of the Association year for which the increased dues are to be applicable, and (ii) the admission fee shall be in lieu of the annual dues for the Association year in which it is paid. The Board of Governors may, but shall not be required to, classify the active members (other than life members) according to age or upon any other reasonable basis approved by it, and to prescribe varying amounts as the annual dues for members of the respective classes. Except as otherwise expressly provided herein, no member shall be qualified to exercise any privilege of membership while his fees or dues remain unpaid.

1.8 Collection and Non-Payment of Fees and Dues. The admission fee shall be payable to the Association and shall accompany the application form. The admissions fee shall be treated as an application processing fee and shall be nonrefundable in any event. The annual dues shall be payable to the Association on or before January 1 of each year. If any member shall fail to pay said dues when payable, the Executive Director may immediately forward to such delinquent member an extract from this Bylaw, with notice that if the default shall continue for thirty days, such member’s name will be reported to the Board of Governors. The Board of Governors may, if the dues are not paid on or before May 2 following such notice, order the name of such member to be stricken from the rolls, and he or she shall thereupon cease to be a member of the Association. But upon such member’s written application, satisfactorily explaining such default, and the payment of all dues to date thereof, the Board of Governors may reinstate him or her upon the rolls by virtue of this Bylaw.


ARTICLE TWO
Meetings/Voting/Quorum

2.1 The meetings of the Association shall be as follows:

(a) Regular. There shall be an Annual Meeting and another meeting of the members of this Association, each to convene at such time and place as may be determined by the Board of Governors and set forth in the notice or program of the meeting mailed to the members, provided that the Board of Governors may direct that the additional regular meeting in any year shall not be held.

(b) Special. Special meetings of the members of this Association may be called by the President or Board of Governors.

2.2 Voting. Each active member, life member and judicial member shall have one vote on each question presented for vote of the members without regard to the classes of members.

2.3 Quorum. The presence of twenty-five members of this Association having voting rights shall constitute a quorum at any meeting. Except as otherwise specifically required by law, the vote of a majority of such members present at any meeting, provided that those present constitute a quorum, shall be necessary for the adoption of any matter voted upon.


ARTICLE THREE
Board of Governors

3.1 Powers and Duties. The affairs of this Association shall be managed by the Board of Governors, and it shall have all the powers and duties conferred upon it by these Bylaws or conferred upon boards of directors under the Virginia Non-stock Corporation Act as in effect from time to time.

All funds of the Association shall be disbursed as provided in the budget to be adopted by the Board of Governors for each year or as specially authorized by the Board of Governors. The Board of Governors shall meet, not less frequently than four times each year, at such times and places as it may designate.

3.2 Number and Election. The Board of Governors shall be comprised of the President, the President-Elect, the Immediate Past President, the Chair of the Law Practice Management Division, the Chair and Chair-Elect of the Young Lawyers Division, the Chair of the Board of Governors and other elected and appointed members as set forth below. Six members, other than ex-officio members, shall be elected as regional representatives to the Board of Governors, one such member being elected from each of the Grand Divisions of the state as determined from time to time by the Board of Governors. Two regional members and two At Large members shall be elected at each Annual Meeting of the members of the Association from among the nominees of the Board of Governors and any additional nominations in writing delivered to the Executive Director not less than forty-five days before such Annual Meeting for a three-year term, each to serve from the time of his or her election and until the adjournment of the third Annual Meeting next following the Annual Meeting at which he or she is elected and until his or her successor is elected and takes office. The Board of Governors may from time to time appoint a Judicial Member, a Legislative Member and/or Law School Faculty Representative from a school of law in the Commonwealth of Virginia, each to serve for a term of one year. In the event that the Chair of the Law Practice Management Division is unable to attend a meeting of the Board of Governors, the Chair-Elect of the Division may attend, vote, and fully participate at such meeting in lieu of the Chair of the Division.

The Executive Director, if employed, and the Assistant Executive Director or another staff member as may be assigned by the Executive Director may participate as non-voting members of the Board of Governors as the Board of Governors may direct.

For the purpose of the election of regional members of the Board of Governors, the Commonwealth of Virginia shall be divided into the following Grand Divisions: Tidewater (first, second, third, fourth, fifth, seventh and eighth judicial circuits); Southside (sixth, tenth, eleventh, twenty-first, twenty-second and twenty-fourth judicial circuits); Capitol (ninth, twelfth, thirteenth, fourteenth and fifteenth judicial circuits); Potomac (seventeenth, eighteenth, nineteenth and thirty-first judicial circuits); Blue Ridge (sixteenth, twentieth, twenty-fifth and twenty-sixth judicial circuits); and Southwest (twenty-third, twenty-seventh, twenty-eighth, twenty-ninth and thirtieth judicial circuits).

3.3 Chair. As soon as practicable after the election of the members of the Board of Governors at the Annual Meeting of the members of the Association in each year, the Board of Governors shall convene to elect a Chair from among those individuals who were members of the Board of Governors (but not Officers) immediately prior to such Annual Meeting. To be eligible for election as Chair, an individual must (a) be an elected (rather than appointed) member of the Board (determined as of the day preceding the Annual Meeting) who has, at the time of his or her election, served two full years of his or her elected term or (b) have just completed his or her term of service as Chair of the Law Practice Management Division. Prior to the adjournment of the final meeting of the Board of Governors during the Annual Meeting of the members of the Association in each year, the Board of Governors shall elect a Chair to serve as such from the adjournment of such meeting of the Board of Governors until the adjournment of the final meeting of the Board of Governors at the Annual Meeting of the members of the Association in the succeeding year. The Chair shall preside at all meetings of the Board of Governors or, if he or she is absent, the President shall preside, and in the absence of the Chair and the President, the Board of Governors shall choose a chair for the meeting.
The Chair also shall have the duties and perform the functions set forth in Subparagraph 5.1(c) of Article Five below. Vacancies in the office of Chair shall be filled as provided for in Paragraph 5.2 of Article Five below.

3.4 Voting. Each member of the Board of Governors as defined in Paragraph 3.2 of this Article shall have one vote on all matters coming before the Board of Governors. A majority of such members shall constitute a quorum at any meeting, and the vote of a majority of those present at any meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon. This provision shall not prevent matters being considered, voted upon and acted upon by telephone or mail ballot where such method has been determined to be necessary or to be the most expedient method under the circumstances.

3.5 Committees.

(a) There shall be such Special Committees of the Board of Governors as may be designated by resolution of the Board of Governors or by the President of the Association.

(b) There shall be the following Standing Committees of the Board of Governors, shall have ongoing responsibility to monitor for the Board of Governors the functional designated below and to develop and provide to the Board of Governors recommendations in those areas, subject to the overall guidance and direction of the Board of Governors.

(i) Finance Committee. This Committee shall have responsibility for budget, financial, and financial development issues, including membership development oversight, and supervising the Executive Director in the performance of the duties of the Executive Director relating to the budgeting, keeping of books of record and. account, collection, and disbursements of the funds of the Association.

(ii) Operations Committee. This Committee shall have responsibility for overseeing, assisting, and aiding in the nurturing of the Association’s Sections, Committees, Divisions, and other working groups; and overseeing the development and implementation of the Association’s programs and events.

(iii) Outreach Committee. This Committee shall have responsibility for oversight of external relations, including public relations, promotion of the Association’s goals externally, and liaison with other groups and entities, including the Judiciary, local and statewide bar associations, other professional associations, and other industry and government entities.

(iv) Legislative Committee. This Committee shall have responsibility, in concert with the Association’s Executive Director and the Association’s paid lobbying consultants, for Association legislative policy development, liaison with Association Sections, Committees, and other working groups on legislative policy issues, developing and maintaining Association relationships with the General Assembly and the Commonwealth’s Executive Branch, and lobbying on behalf of the Association.

(v) Governance Committee. This committee shall be appointed each year by the President of the Association for the purpose of cultivating potential leadership for the Association, providing recommendations to the Association President regarding leadership appointments, promoting diversity and geographic dispersion among leadership candidates and identifying members of the Association to be nominated as proposed candidates for the Board of Governors. The Governance Committee shall further be charged with developing and recommending appropriate criteria and responsibilities for Board membership and arranging for the orientation and continuing education of Board members. The Governance Committee shall also periodically review the structure and responsibilities of Board committees and make recommendations to the Board concerning appropriate revisions to such structure, as necessary. The Immediate Past President, President-Elect and Chair of the Board of Governors shall serve on the Governance Committee and such committee shall be chaired by the Immediate Past President. At least two members of the Association, not on the Board of Governors, shall be recommended to the Board by the President at the Annual Meeting of the Association for approval by the Board of Governors. At least one of the non-Board members shall be a Past President of the Association. A notice listing the members of the Governance Committee and requesting suggestions as to nominees to the Board of Governors shall be sent to the membership of the Association or published in an Association Journal in time for responses to be considered by the Governance Committee. The Governance Committee shall develop and present to the Board of Governors a slate of proposed nominees for open Board of Governors positions prior to the Fall Board of Governors meeting. The slate of nominees shall be developed in such a way as to ensure that the composition of the Board of Governors conforms to the requirements of Paragraph 3.2 of this Article. The Board of Governors shall consider and vote on approving the Governance Committee’s nominees for open Board of Governors positions at its fall meeting. The slate of nominees approved by the Board of Governors shall be presented to the membership of the Association and voted on at the Annual Meeting of the members of the Association.

(c) The Association President each year shall appoint the Chairs of all Standing Committees other than the Finance Committee from members of the Board of Governors. The President-Elect shall serve as the Chair of the Finance Committee. The Association President each year shall appoint the members of all Special Committees and Standing Committees, and the appointed members of the Governance Committee. All Standing Committees shall have as members at least three Board of Governors members (including the Chair). In addition, the Association President may, in the President’s discretion, appoint as members on each of the Standing Committees not more than three non-Board Association members.

(d) Decisions of all Committees of the Board of Governors shall be made by majority vote of those Committee members voting, either in person or by proxy. A majority of the members of the Committee shall constitute a quorum for conducting Committee business.

(e) Committees of the Board of Governors may obtain the assistance of the Association staff to assist the Committees with their work, consistent with any pertinent guidance and direction from the Board of Governors on the use of staff resources by Committees of the Board of Governors.

(f) Committees of the Board of Governors may not take actions which bind either the Board of Governors or the Association without the express direction of the Board of Governors.

ARTICLE FOUR
Executive Committee

The Association shall have an Executive Committee comprised of the Association’s President, Immediate Past President, President-Elect, the Chair of the Board of Governors and the Chair of the Young Lawyers Division. The Association’s Executive Director and Assistant Executive Director shall be nonvoting ex officio members. The Association President shall chair the Executive Committee. The Executive Committee shall have responsibility for providing staff oversight, addressing personnel issues, engaging in Association planning and oversight of planning implementation, and organizing and conducting an orientation for new Board members each year. The Executive Committee shall have all of the authority of the Board of Governors between meetings thereof subject to the limitations set forth in Section 13.1-869 of the Code of Virginia as amended.


ARTICLE FIVE
Officers

5.1 Election. The officers of this Association shall be the President, the President-Elect, the Immediate Past President, and the Chair of the Board of Governors, and such other officers as may be provided for in these Bylaws. The term of the President shall commence at the adjournment of the Annual Meeting of the members of the Association next following the meeting at which he or she was elected President-Elect and shall expire at the adjournment of the next succeeding Annual Meeting, when he or she shall become Past President to serve as such for the term ending at the adjournment of the Annual Meeting next following the Annual Meeting at which his or her term as President expired. A President-Elect shall be elected at the Annual Meeting in each year (subject to the provisions of Paragraph 5.2 of this Article below), from among the nominees of the Board of Governors and any additional nominations in writing delivered to the Executive Director not less than forty-five days before such Annual Meeting. The term of the President-Elect shall commence at the adjournment of the Annual Meeting at which he or she was elected. At the adjournment of the next succeeding Annual Meeting, he or she shall become President. The Chair of the Board of Governors shall be elected in the manner, and shall serve the term, provided for in Paragraph 3.3 of Article Three above.

(a) President. The President shall be the chief executive officer of the Association, and he or she shall perform all duties imposed upon the President by these Bylaws and generally imposed upon a chief executive officer of non-profit corporations. The President shall preside at all meetings of the members of the Association, except that he or she may from time to time designate the President-Elect or another officer of the Association or some other person to preside temporarily in his or her stead. Unless otherwise provided by resolution of the Board of Governors, the President shall be responsible for the program at each meeting of the members, but he or she may delegate this function in whole or in part to committees appointed for that purpose.

(b) President-Elect. The President-Elect shall, during the absence or disability of the President, have all the duties and perform all the functions of the President. The President-Elect also shall serve as the Chair of the Finance Committee.

(c) Chair of the Board of Governors. In addition to the duties set forth in Paragraph 3.3 of Article Three above, the Chair of the Board of Governors shall be charged with the following duties:

(i) to keep or supervise the keeping of the minutes of the meetings of the members and Board of Governors and of all other proceedings of which a record may be ordered by the members or Board of Governors, and to preserve or supervise the preservation of the minutes and other records of the Association, and to authenticate such records as necessary;

(ii) to report to the Board of Governors at each quarterly meeting upon his or her activities as Chair of the Board of Governors;

(iii) to supervise the keeping of the seal of the Association; and

(iv) to perform all of the customary duties incident to the positions of Chair of the Board of Governors and Secretary of a Virginia nonstock corporation and all acts required by the Board of Governors within the reasonable scope of his or her office.

The Board of Governors may appoint, as a non-voting officer, an employee of the Association to assist the Chair of the Board of Governors in carrying out these duties.

5.2 Vacancies in Office. In case of a vacancy in any office except that of President, President-Elect, Immediate Past President, or Chair of the Board of Governors, it shall be filled by appointment by the President. A vacancy in the office of President shall be filled by the President-Elect or, if the President-Elect is not available, by a member appointed by the Board of Governors. If, at any Annual Meeting, the President-Elect is not available to succeed the President, both the President and the President-Elect shall be elected at such Annual Meeting. In case of a vacancy in the office of Chair of the Board of Governors, it shall be filled by election of the Board of Governors. In case of a vacancy in the Board of Governors, it shall be filled by appointment by the Board of Governors, provided that any person so appointed shall hold office until the adjournment of the next succeeding Annual Meeting of the members of the Association, at which meeting a person shall be elected to fill the unexpired term. In case of a vacancy in any committee of the Board of Governors other than the Executive Committee, it shall be filled by appointment of the President.

5.3 Executive Director.

(a) Employment. The Board of Governors may employ an Executive Director who shall be the Association’s chief operating officer and shall be charged with day-to-day supervision of the administrative activities of the Association. Compensation for such Executive Director shall be established by the Board of Governors and may be changed from time to time by the Board of Governors. The Board of Governors may delegate this responsibility to the Executive Committee.

(b) Duties. The Executive Director shall be charged with the following duties:

(i) to directly supervise all staff personnel of the Association;

(ii) to conduct the correspondence of the Association;

(iii) to keep a roll of the members, officers, and committees of the Association, with their addresses; to receive and review all applications for membership; to take those steps necessary to verify eligibility for membership; to notify the Chairman of the Finance Committee of the ineligibility of any applicant, and to notify new members of their admission to membership;

(iv) under the direction of the President, to cause to be reproduced and mailed to the members notices or programs of all meetings of the Association and, in case of a special meeting, add a brief note of the object thereof;

(v) under the direction of the Chair of the Finance Committee, to collect the funds of the Association and, under the direction of the Board of Governors, to disburse, deposit or invest such funds;

(vi) under the direction of the Chair of the Finance Committee, to keep true books of record and account, which shall be open at all times to the inspection of any member of the Board of Governors;

(vii) to report to the Board of Governors, whenever required, upon the financial condition and results of the operations of the Association;

(viii) to report to the Board of Governors, at its first meeting each year, showing: (a) the audited receipts and disbursements of the preceding year, suitably classified; (b) all outstanding obligations of the Association, and (c) a budget estimate of the resources and probable expenses for the coming year and giving any suggestions he or she may think proper to make; and

(ix) to perform such other and further duties as may be required by the Board of Governors.

(c) Bonding. The Executive Director shall be bonded for the faithful performance of his or her duties with such surety and in such penalty as may be approved by the Board of Governors.

 ARTICLE SIX
Other Committees, Sections, and Divisions

6.1 Regular Committees. Regular committees of the Association shall be established by resolution of the Board of Governors, and an updated list of such committees shall be maintained by the Executive Director. These committees shall be reviewed annually by the Board of Governors to determine their continued usefulness, and any change in such committees adopted by the Board of Governors shall be incorporated into the list maintained by the Executive Director.

6.2 Special Committees. There shall be such special committees of the Association as may be designated by resolution of the members or by the Board of Governors or by the President of the Association, and an updated list of such committees shall be maintained by the Executive Director. These committees shall be reviewed annually by the Board of Governors, to determine their continued usefulness, and any change in such committees adopted by the Board of Governors shall be incorporated into the list maintained by the Executive Director.

6.3 Composition of Committees and Terms of Office.

(a) The President of the Association shall have the power to appoint the members of the regular and special committees of the Association established by the Board of Governors or by the President, to fix the terms of such members and to designate a chair of each committee. The President shall have the power to remove a member from a committee and to remove a committee’s chair.

(b) The President may appoint, as a non-voting member of any such committee, persons as consultants or in any other capacity even though such persons are not members of the Association.

6.4 Matters Relating to all Committees.

(a) Organization and Conduct of Business. Each Committee shall organize immediately upon its appointment or as soon thereafter as practicable. It may adopt regulations for its government and proceedings, not inconsistent with these Bylaws, subject to the approval of and revision by the Board of Governors. It shall meet as often as may be required for the dispatch of the Committee’s business. It shall be the duty of the Chair or Secretary of each Committee to keep full and accurate minutes of each meeting of the Committee, and under direction of the Chair to conduct its correspondence. Committee meetings may be conducted through the use of any means of communication by which all Committee members participating may simultaneously hear each other during the meeting. Any Committee member participating in a meeting by this means is deemed to be present at the meeting. Each Committee may, by written or electronic correspondence (including e-mail), consider and vote upon any matter that might properly come before it in a meeting. Each Committee shall submit a written annual report to the Association following each Annual Meeting of the members of the Association.

(b) Duties and Objectives. Each Committee shall seek to foster the interest of members of the Bar in matters within its purview, not otherwise assigned by the Board of Governors or the President to another committee, and shall bring to the attention of the Bar changes and developments in the area of such Committee’s responsibility. From time to time it shall make recommendations to the Association for such action as it may deem appropriate. Committees having responsibility with respect to areas of substantive law shall scrutinize carefully proposed changes in State and Federal law which are of significant interest to the legal profession (in the area of concern of the committee), encourage and promote such as appear to be beneficial, and recommend opposition, as far as practicable, of all such as appear to be hasty or ill advised; and shall consider and recommend to the Association such amendments of the law and of judicial procedure as will facilitate the administration of justice.

(c) Assignment of Specific Responsibilities. The President or the Board of Governors may assign to such Committee or Committees as may be deemed appropriate specific subjects for study and recommendation.

6.5 Recommendations Concerning Proposed or Pending Legislation, Rule Changes, Studies, Hearings, and Other Matters.

(a) Written Recommendations. As soon as practicable after a Committee has adopted a recommendation concerning proposed or pending legislation, rule changes, studies, hearings or other matters, the Chair of the Committee shall submit a written report to the President, with copies to the President-Elect and Chair of the Board of Governors, setting forth the recommendations and reasons therefore.

(b) Action on Recommendations. Upon receipt of the report, the President, the President-Elect and Chair of the Board of Governors shall review the same as soon as practicable. If the President and the President-Elect (or in the absence of the President-Elect, the President and Chair of the Board of Governors; or in the absence of the President, the President-Elect and Chair of the Board of Governors) approve the report and feel in their discretion that the report need not, or because of time problems cannot, be reviewed by the Board of Governors or the full membership, the President or the President-Elect shall so notify the committee chair who shall thereafter be authorized to present his or her report as the position of the Association. If the President feels that the matter should be submitted to the Board of Governors or the membership for final action, or if the President-Elect promptly notifies the President that he or she is of such opinion, then the President shall notify the committee chair that th report is to be submitted to the Board of Governors for further consideration. The President shall promptly make such referral to the Board of Governors, which in turn shall either act finally upon the report or, in its discretion, submit the report to the full membership of the Association for its consideration.

(c) Action without Committee Review. The President and the President-Elect (or in the absence of the President-Elect, the President and Chair of the Board of Governors; or in the absence of the President, the President-Elect and Chair of the Board of Governors) or the Board of Governors may initiate and act upon a recommendation concerning proposed or pending legislation, rule changes, studies, hearings, or other matters without the submission of the same to a Committee, provided that any such action shall be based upon a determination that the subject of such recommendation did not come within the purview of any Committee or that it was not feasible or practicable to submit the matter to a Committee for action because of the time and circumstances involved.

6.6 Substantive Law Sections.

(a) Creation. The Board of Governors may authorize by resolution the creation from time to time of Sections in various areas of substantive fields of law, and an updated list of such Sections shall be maintained by the Executive Director. These Sections shall be reviewed annually by the Board of Governors to determine their continued usefulness, and any change in such Sections adopted by the Board of Governors shall be incorporated into the list maintained by the Executive Director.

(b) Membership. Sections of the Association created by resolution of the Board of Governors pursuant to Subparagraph 6.6(a) of this Article shall be open to all members of the Association.

(c) Bylaws. Each substantive law Section shall adopt Bylaws prescribing the procedures for electing officers, members of the governing council of the Section, and other matters relating to the operations of the Section, all in a form to be approved by the Board of Governors of the Association.

(d) Section Officers. The President shall appoint the initial officers of a new section, except as provided in the bylaws of the section, there is no maximum number of terms of a section’s chair. An officer’s term shall and at the adjournment of an Annual Meeting of the Association, and the successor slate of officers shall take office at that time. Each section chair shall submit to the incoming President for his or her approval a slate of candidates to replace the incumbent section officers for the coming term. The process for the section’s selection of such proposed candidates shall be as provided in the section’s bylaws. Before any candidate for office of a section may be formally nominated for election at the section’s annual meeting, the approval of the incoming President must be obtained. In the event the incoming President declines to approve any candidate proposed by the section, the incoming President shall consult with the incumbent section chair and such other section leaders as the President deems appropriate, until both the section leadership and the President agree on the slate of officers.

6.7 Divisions.

(a) Young Lawyers Division (“YLD”). There shall be a Young Lawyers Division, which shall have the purposes of conference, discussion, and interchange of ideas to promote the interests of younger members of the Bar throughout the State in the activities of the Association. Members of the Association under thirty-seven years of age, those members who have been admitted to their first Bar less than three years and law student members of the Association will be enrolled as members of the Division. The Young Lawyers Division shall meet in conjunction with each meeting of the members of the Association, but not during such hours as the Association meeting may be in general session, and shall have such other meetings as may be prescribed in the Bylaws of the Division or called pursuant to authority contained in its Bylaws.

(b) Law Practice Management Division (“LPMD”). There shall be a Law Practice Management Division, which shall have the purposes of developing, evaluating, and communicating various tools of law practice management as well as identifying and developing various resources to educate the membership in the delivery of legal services in a competent, professional, and ethical manner in ways that are also cost-efficient for the client, profitable for the professional, and that enhance the professionalism and the quality of life for attorneys and others involved in the legal profession. All members of the Association will be enrolled as members of the Law Practice Management Division. The Law Practice Management Division shall meet in conjunction with each meeting of the members of the Association, but not during such hours as the Association meeting may be in general session, and shall have such other meetings as may be prescribed in the Bylaws of the Division or called pursuant to authority contained in its Bylaws.

(c) Other Divisions. The Board of Governors may authorize by resolution the creation from time to time of other Divisions of the Association, and an updated list of all Association Divisions shall be maintained by the Executive Director. These Divisions shall be reviewed annually by the Board of Governors to determine their continued usefulness, and any change in such Divisions adopted by the Board of Governors shall be incorporated into the list maintained by the Executive Director.

(d) Membership. Divisions of the Association created by Board of Governors resolution pursuant to Subparagraph 6.7(c) of this Article shall have the membership stated in such resolution.

(e) Each Division shall adopt Bylaws prescribing the procedure for electing officers, members of the governing council of the Division, and other matters pertaining to the operations of the Division, all in a form to be approved by the Board of Governors of the Association.

6.8 Matters Relating to All Divisions and Substantive Law Sections.

(a) Organization and Conduct of Business. Each Division/Section shall organize immediately upon its appointment or as soon thereafter as practicable. It may adopt regulations for its government and proceedings, not inconsistent with these Bylaws, subject to the approval of and revision by the Board of Governors. It shall meet as often as may be required for the dispatch of the Division/Section’s business. It shall be the duty of the Chair or Secretary of each Division/Section to keep full and accurate minutes of each meeting of the Division/Section and under direction of the Chair to conduct its correspondence. Each Division/Section may, by correspondence, consider and vote upon any matter that might properly come before it in meeting. Each Division/Section shall submit a written annual report to the Association following each Annual Meeting of the members of the Association.

(b) Duties and Objectives. Each Division/Section shall seek to foster the interest of members of the Bar in matters within its purview, not otherwise assigned by the Board of Governors or the President to another Division/Section, and bring to the attention of the Bar changes and developments in the area of such Division/Section’s responsibility. From time to time it shall make recommendations to the Association for such action as it may deem appropriate. Divisions/Sections having responsibility with respect to areas of substantive law shall scrutinize carefully proposed changes in State and Federal law which are of significant interest to the legal profession (in the area of concern of the Division/Section), encourage and promote such as appear to be beneficial, and recommend opposition, as far as practicable, of all such as appear to be hasty or ill-advised, and shall consider and recommend to the Association such amendments of the law and of judicial procedure as will facilitate the administration of justice.

(c) Assignment of Specific Responsibilities. The President or the Board of Governors may assign to such Division/Section or Divisions/Sections as may be deemed appropriate specific subjects for study and recommendation.

6.9 Recommendations Concerning Proposed or Pending Legislation, Rule Changes, Studies, Hearings, and Other Matters.

(a) Written Recommendations. As soon as practicable after a Division/Section or its Council has adopted a recommendation concerning proposed or pending legislation, rule changes, studies, hearings or other matters, the Chair of the Division/Section shall submit a written report to the President, with copies to the President-Elect and Chair of the Board of Governors, setting forth the recommendation, and reasons therefore.

(b) Action on Recommendations. Upon receipt of the report, the President, the President-Elect and Chair of the Board of Governors shall review the same as soon as practicable. If the President and the President-Elect (or in the absence of the President-Elect, the President and Chair of the Board of Governors; or in the absence of the President, the President-Elect and Chair of the Board of Governors) approve the report and feel in their discretion that the report need not, or because of time problems cannot, be reviewed by the Board of Governors or the full membership, the President or the President-Elect shall so notify the Division/Section chairman who shall thereafter be authorized to represent his or her report as the position of the Association. If the President feels that the matter should be submitted to the Board of Governors or the membership for final action, or the President-Elect promptly notifies the President that he or she is of such opinion, then the President shall notify the Division/Section chair that the report is to be submitted to the Board of Governors for further consideration. The President shall promptly make such referral to the Board of Governors, which in turn shall either act finally upon the report or, in its discretion, submit the report to the full membership of the Association for its consideration.

(c) Action Without Division/Section Review. The President and the President-Elect (or in the absence of the President-Elect, the President and Chair of the Board of Governors; or in the absence of the President, the President-Elect and Chair of the Board of Governors) or the Board of Governors may initiate and act upon a recommendation concerning proposed or pending legislation, rule changes, studies, hearings or other matters without the submission of the same to a Division/Section, provided that any such action shall be based upon a determination that the subject of such recommendation did not come within the purview of any Division/Section or that it was not feasible or practicable to submit the matter to a Division/Section for action because of the time and circumstances involved.

6.10 Other Sections. There shall be such other Sections as may be designated by the Board of Governors.

6.11 Limitation of Authority. Committees, Sections, Divisions, and other working groups of the Association may not take actions which bind either the Board of Governors or the Association without the express direction of the Board of Governors.
 

ARTICLE SEVEN
Resignation, Expulsion and Suspension

7.1 Resignation. Any member in good standing may resign upon the payment of all dues and charges to the Association, including annual dues for the current year in which resignation is tendered, provided that a resignation received prior to May 1 of any year be accepted without payment of the then current year’s dues and be effective on December 31, preceding, if all dues up to such December 31 have been or are paid.

7.2 Automatic Expulsion. Suspension or revocation of a member’s license to practice law in the State of Virginia, or surrender of such license after a complaint has been made as to professional conduct, shall result in automatic expulsion from membership in the Association, and the Executive Director shall give prompt notice by certified or registered mail of any such expulsion to the member so expelled and to the Board of Governors.

7.3 Suspension by the Board of Governors. Misconduct by a member in his or her relations with the Association or his or her profession, as determined by the affirmative vote of a majority of the members of the Board of Governors, shall result in suspension from membership in the Association subject to the member’s right to petition for discretionary reconsideration by the Board of Governors.

The Executive Director shall give prompt notice of any such suspension to the member so suspended by certified mail with return receipt and to the Board of Governors. Such notice shall inform the suspended member of his or her right to petition for discretionary reconsideration by the Board of Governors within 30 days of receipt of the notice and also that suspension will, after 30 days, become expulsion unless a petition for discretionary reconsideration is filed and membership is restored by the affirmative vote of a majority of the membership of the Board of Governors based on such reconsideration.

7.4 Expulsion or Suspension by Membership. Notwithstanding the foregoing, a member of the Association may be expelled or suspended from membership in the Association by a majority vote of the membership of the Association present at any meeting of the membership on motion of any member of the Association for misconduct in his or her relations with the Association or his or her profession, provided, such member has been given 30 days’ written notice by certified mail, by the Executive Director, that such motion shall be made, and the Executive Director shall give such a 30 days’ notice upon timely receipt of notice from a member that such motion will be presented at a designated membership meeting of the Association.

7.5 Readmission. Any person who has been expelled from the Association may be considered for membership in the Association only upon reapplication and upon the specific recommendation of the Finance Committee to, and approval of, the Board of Governors.


ARTICLE EIGHT
Miscellaneous

 

8.1 Representative to the House of Delegates of the American Bar Association. A representative of the Association to the House of Delegates of the American Bar Association shall be elected at a meeting of the members of the Association to serve for a two-year term. He or she shall from time to time report to the Board of Governors, bringing to the attention of this Association, their officers and appropriate committees, the activities and matters that pertain to or appear to be of interest to them, and he or she shall generally undertake to effectuate and promote cooperation between this Association and the American Bar Association.

 

8.2 Maintaining of Annual Reports, Addresses and Papers. All addresses delivered at each regular meeting of the members, all reports and all proceedings at each regular meeting, all annual reports of the committees, sections, and divisions, and all other matters deemed appropriate by the Executive Director with the concurrence of the Board of Governors shall be maintained in the permanent records of the Association.

8.3 Fiscal Year. The fiscal year of this Association shall begin January 1 and end on December 31 of the same year, and each reference herein to a “year” of the Association shall be deemed to refer to the fiscal year, unless the context otherwise requires.

8.4 Limitation of Debate. No member shall be permitted to speak at any meeting more than twice on any subject, and in debate no speech shall exceed five minutes in length.

8.5 Patrons of the Association. The Board of Governors may provide that all members who pay, in addition to the membership dues required of members generally, an additional dues payment in an amount specified by the Board of Governors, shall be designated Patrons of the Association. Patrons shall be given appropriate recognition, as determined by the Board of Governors, for their greater contributions to the Association.

8.6 Indemnification. 

(a) In this section

(i) “applicant” means the person seeking indemnification pursuant to this section;
(ii) “expenses” include fees and charges of legal counsel;
(iii) “liability” means the obligation to pay a judgment settlement, penalty, fine (including any excise tax assessed with respect to an employee benefit plan), and/or expenses incurred with respect to a proceeding;
(iv) “party” includes an individual who was, is, or is threatened to be, made a named defendant or respondent in a proceeding;
(v) “proceeding” means any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal; and
(vi) “Association” means The Virginia Bar Association.

(b) In any proceeding brought by or in the right of the Association or brought by or on behalf of members or employees of the Association, no Director, Officer or Board of Governors member of the Association or any Trustee of any employee benefit plan of the Association (including, without limitation, “The Virginia Bar Association simple 401K Plan,” sometimes referred to in these bylaws as the “VBA 401K Plan”) shall be liable to the Association, its members or its employees for monetary damages with respect to any transaction, occurrence or course of conduct, whether before or after the effective date of this section, except for liability resulting from such person’s having engaged in willful misconduct or a knowing violation of the criminal law.

(c) The Association shall indemnify any person who was or is a party to any proceeding, including a proceeding brought by the member in the right of the Association or brought by or on behalf of members or employees of the Association, by reason of the fact that he is or was a Director, Officer or Board of Governors member of the Association, or any Director, Officer, Board of Governors member or member of the Association who is or was serving at the request of the Association as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan (including, without limitation, the VBA 401K Plan) or other enterprise, against any liability incurred by him or her in connection with such proceeding unless he or she engaged in willful misconduct or a knowing violation of the criminal law. A person is considered to be serving an employee benefit plan at the Association’s request if his or her duties to the Association also impose duties on, or otherwise involve services by, him or her to the plan or to participants in, or beneficiaries of, the plan. The Board of Governors of the Association is hereby empowered, by a majority vote of a quorum of its members, to enter into a contract to indemnify any Director, Officer, Board of Governors member or other party in respect of any proceedings arising from any act or omission, whether occurring before or after the execution of such contract.

(d) The provisions of this section shall be applicable to all proceedings commenced after the adoption of this section by the Board of Governors of the Association arising from any act or omission, whether occurring before or after such adoption. No amendment or repeal of this section shall have any effect on the rights provided under this section with respect to any act or omission occurring prior to such amendment or repeal. The Association shall promptly take all such actions, and make all such determinations, as shall be necessary or appropriate to comply with its obligation to make any indemnity under this section and shall promptly pay or reimburse all reasonable expenses, including attorneys’ fees, incurred by any party in connection with such actions and determinations or proceedings of any kind arising therefrom.

(e) The termination of any proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the applicant did not meet the standard of conduct described in this section.

(f) Any indemnification under this section (unless ordered by a court) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the applicant is proper in the circumstances because he or she has met the applicable standard of conduct set forth above. The determination shall be made:

(i) by the Board of Governors by a majority vote of a quorum consisting of its members at the time not parties to the proceeding;
(ii) if such a quorum cannot be obtained, by the majority vote of a committee duly designated by the Board of Governors, consisting solely of two or more members of the Association not at the time parties to the proceeding; or
(iii) by special legal counsel:

(1) selected by the Board of Governors or such committee in the manner prescribed above; or
(2) if a quorum of the Board of Governors cannot be obtained under this section and such committee cannot be designated under this section, selected by a majority vote of the full Board of Governors, in which selection Board of Governors members who are parties may participate.

(g) Any evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is appropriate.

(h) Notwithstanding the foregoing, in the event that there has been a change in the composition of a majority of the Board of Governors after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to this section shall be made by special legal counsel agreed upon by the Board of Governors and the applicant. If the Board of Governors and the applicant are unable to agree upon such special legal counsel, then the Board of Governors and the applicant each shall select a nominee, and the nominees shall select such special legal counsel.

(i) The Association shall pay for or reimburse the reasonable expenses incurred by any applicant who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under this section above if the applicant furnishes the Association with:

(i) a written statement of his good faith belief that he or she has met the standard of conduct described in this section; and
(ii) a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet such standard of conduct.

(j) The undertaking required above shall be an unlimited general obligation of the applicant but need not be secured and may be accepted without reference to financial ability to make repayment.

(k) Authorization of payments under this section shall be made by the persons specified in Subparagraph 8.6(f) of this Article.

(l) The Board of Governors is hereby empowered, by majority vote of a quorum, that cause the Association to indemnify or contract to indemnify any person not specified in this section above, who was, is or may become a party to any proceeding by reason of the fact that he or she is or was an employee or agent of the Association or is or was serving at the request of the Association as director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan (including, without limitation, the VBA 401K Plan) or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in paragraph ‘c’ of this section. The provisions of Subparagraphs 8.6(d) through (i) of this Article shall be applicable to any indemnification provided pursuant to this Subparagraph 8.6(l) of this Article.

(m) The Association may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this section and may also procure insurance, in such amounts as the Board of Governors may determine, on behalf of any person who is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan (including, without limitation, the VBA 401K Plan) or other enterprise, against any liability asserted against or incurred by him or her in any such capacity or arising from his or her status as such, whether or not the Association would have power to indemnify him or her against such liability under the