BYLAWS OF THE BUSINESS LAW SECTION
OF THE VIRGINIA, STATE BAR

Section 1. Name. This Section shall be known as the Business Law Section of the Virginia State Bar.

Section 2. Purpose. The purposes of the Section shall be to further the objectives of the Virginia State Bar, to sponsor programs and projects for members of the Bar with a special interest in the practice of business law, and to promote greater unity and understanding between those engaged in private practice and those engaged in a corporate law department practice.

Section 1. Eligibility. Any member of the Virginia State Bar in good standing shall be eligible for membership in the Section.

Section 2. Application for Membership. Application for membership shall be by a written request to the Virginia State Bar and by payment of the Section's annual dues ($15, 7/90).

Section 3. Meeting. The annual meeting of the Section shall be held at the Annual Meeting of the Virginia State Bar. The Board of Governors shall arrange for the program and order of business at the annual meeting. With the approval of a majority of the Board of Governors, special meetings of the Section may be called by the Chairman at such times and places as the Board of Governors may determine.

Section 4. Quorum for Meeting of Membership. Those members present at meetings duly called as provided for in these bylaws shall constitute a quorum. All binding actions of the Section shal1 be by a majority vote of the members present.

Section 1. Composition. The section shall have a Board of Governors composed of eight (8) members,. made up of four classes of two each serving staggered terms, and the immediate Past-Chairman who shall be an ex officio member if his or her term has expired.

Section 2. Nomination and Election. Two new members shall be elected annually by the Section's membership for a term of four years, such election to be at a meeting held in conjunction with the Annual Meeting of the Virginia State Bar.

The Chairman of the Section shall, no less than 60 days preceding each annual meeting, appoint a nominating committee of three (3) members of the Section who will prepare a report for submission at the annual meeting. The report of the Nominating Committee shall contain nominations for members of the Board of Governors for a four-year term and for officers of the Section for the ensuing year. The chairman shall accept nominations from the floor. The nominees receiving a simple majority vote of those attending the Annual Meeting and voting will be elected.

Section 3. Powers. The Board of Governors shall be the governing body of the Section subject to the rules and policies of the Virginia State Bar.

Section 4. Regular Meeting. The Board of Governors shall hold an organizational meeting following the annual meeting and other meetings as called by the Chairman.

Section 5. Quorum. A majority of members of the Board of Governors shall constitute a quorum for the purpose of transacting business. All binding actions of the Board of Governors shall be by a majority vote of the members present.

Section 6. Notice of Meetings. All meetings of the Board of Governors shall be held on the call of the Chairman and shall be held upon not less than five (5) days notice by mail.

Section 7. Vacancies. The Board of Governors may fill vacancies in its membership occurring between annual meetings of the Section, and members so selected shall serve until the next annual meeting.

Section 1. Officers. The officers of the Section shall be a Chairman, a Vice-Chairman, and a Secretary. The officers shall be nominated and elected as hereinbefore provided and shall serve for the ensuing year or until their successors are elected.

Section 2. Chairman. The Chairman shall perform the duties and have, the responsibilities of the Chief Executive Officer of the Section. The Chairman shall preside at meetings of the Board of Governors and at meetings of the Section. The Chairman shall have such other and further duties as the Board of Governors or the Section may provide from time to time.

Section 3. Vice-Chairman. The Vice-Chairman shall assume the duties of the Chairman in the absence of the Chairman and shall have such other and further duties as the Chairman or the Board of Governors may provide from time to time.

Section 4. Secretary. The Secretary shall, in consultation with the Executive Director of the Bar, maintain the rolls and records of the Section and shall have the further responsibility of preparing and maintaining such other minutes, records and reports of the Section as may become necessary. The Secretary shall have such other duties as the Chairman or the Board of Governors may provide from time to time.

Section 5. Treasurer. The Board of Governors may appoint a Treasurer who shall, in consultation with the Executive Director of the Bar, maintain the financial records of the Section and who shall provide such reports and records of the Section as may become necessary. The Treasurer shall have such other duties as the Chairman or the Board of Governors may provide from time to time. If no Treasurer is appointed, the Executive Director shall maintain the financial records of the section and shall provide such reports and records of the Section as may become necessary.

Section 6. Term. Officers of the Section shall serve a one-year term which shall coincide with the terms of office of the officers of the Virginia State Bar. No Section officer shall serve more than two consecutive terms in the same office.

Section 7. Vacancies. The Board of Governors may fill any vacancy that may occur in any office of the Section.

Section 1. Standing Committees. The Board of Governors may designate such standing committees of the Section as it may deem appropriate.

Section 2. Special Committees. The Chairman or the Board of Governors may appoint special committees as either may deem appropriate.

Section 1. Fiscal Year. The fiscal year of the Section shall be the same as that of the Virginia State Bar.

Section 2. Compensation. No salary or compensation shall be paid to any officer or member of the Board of Governors.

Section 3. Publications. All publications for the Section shall be printed in accordance with the policies of the Virginia State Bar.

Section 4. Dues. The annual dues for members of the Section shall be set by the Board of Governors and approved by the Council of the Virginia State Bar,

Section 5. Amendment. These bylaws may be amended at any annual meeting of the Section by a vote of a majority of the members of the Section present and voting, provided such amendment shall first have been approved by a majority of the Board of Governors and provided, further, that no amendment so adopted shall become effective until approved by the Council of the Virginia State Bar.