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Bylaws

Bylaws of the
International Practice Section
of the Virginia State Bar

Approved by Council October 1978
Restated and Amended by Council October 1991
Amended by Council October 1992
ARTICLE I
Name and Purpose
Section 1. Name - The name of this Section shall be the International Practice Section of the Virginia State Bar.
Section 2. Purpose - The purpose of this Section shall be to promote pro publico bono objectives of the Virginia State Bar within the field of international law; to foster interest, activity, and research in international law and affairs; to sponsor and participate in internationally-related programs and activities with other Virginia State Bar sections, other state and national bar associations, and Virginia colleges and universities; to furnish the public with an understanding of its rights and obligations; to enhance friendship and understanding among lawyers of all countries; and to cooperate with other bar organizations in such areas of law.
ARTICLE II
Membership and Dues
Section 1. Categories - There shall be three categories of Section membership: Active, Associate, and Law Student. Only Active members may vote or hold office.
Section 2. Eligibility - Any member in good standing of the Virginia State Bar shall be eligible for Active membership in the Section; any lawyer eligible to practice before the highest court of any state of the United States or the District of Columbia and not a member of the Virginia State Bar shall be eligible for Associate membership in the Section; and any full-time law student not eligible for Active or Associate membership and enrolled in a law school in any state of the United States or the District of Columbia shall be eligible for Law Student membership in the Section. Upon request to the Secretary, members of each category shall be enrolled and shall continue as members so long as they retain their eligibility as aforesaid and pay the enrollment fee and the annual dues specified in Section 3 of this Article.
Section 3. Dues - To further the work of this Section, each Active and Associate member shall pay to the Treasurer of the Virginia State Bar annual dues of $20.00, as approved by the Board of Governors of the Section, the general Section membership, and the Council of the VSB, pursuant to Article VIII, Section 2 of these bylaws. Law students shall pay one-half the rate of Active and Associate members. Sections may raise their dues up to $35.00 without further Council approval, pursuant to Article VIII, Section 2 of these bylaws. New members enrolled during the last quarter of the fiscal year shall have dues waived until the next fiscal year. [Amended by Council, October 1991]
ARTICLE III
Board of Governors
Section 1. Number and Eligibility - There shall be a Board of Governors of this Section, which shall consist of twenty Active members. No person shall be eligible for election to the Board of Governors if he previously has been elected as a voting member to two consecutive four-year terms on the Board of Governors, but re-election is permitted when at least one year has elapsed since that person has served on said Board. [Amended, October 1991]
The Board of Governors (the "Board") shall be composed of the following individuals:
(a) The voting members of the Board who shall consist of the following:
* The three (3) Officers;
* The preceding four (4) retiring Chairs;
* Thirteen (13) members-at-large.
(b) The non-voting, ex-officio members of the Board who shall consist of the following:
* The Executive Director of the Virginia State Bar;
* Ten (10) members-at-large to be designated by the Chairman.
[Amended October 1992]
Section 2. Terms -
(a) The term of an Officer's Board membership is one (1) year computed from July 1 of the year in which such officer was elected.
(b) The term of the preceding four (4) retiring Chairs shall be four (4) years immediately following their retirement as Chair.
(c) The term of the thirteen (13) members-at-large shall be four (4) years and shall be staggered in four (4) groups, each as equal in number or vacancies to the other as possible. Group A members shall be up for re-election at the annual meeting scheduled for June 1992 (the "Bar Meeting"); Group B members shall be up for re-election at the second annual meeting after the Bar Meeting; Group C members shall be up for re-election at the third annual meeting following the Bar Meeting; and Group D members shall be up for re-election at the fourth annual meeting following the Bar Meeting. Thereafter, upon the expiration of each of these initial terms, members of the Board of Governors shall be eligible for nomination and election subject to the limitations set forth in Article III, Section 1, at each Annual Meeting of this Section, for a term of four years. Members so selected shall serve until their successor shall have been duly elected and qualified.
(d) The term of the ex-officio Board members is one (1) year.
"Year" as herein used shall mean a term beginning July 1 after the Annual Meeting of this Section and ending June 30 of the succeeding year.
[Amended October 1992]
Section 3. Nomination and Election - Not less than sixty days before the Annual Meeting, the Chairman shall appoint a nominating committee of at least five Active members, not less than three of whom shall be members of the Board of Governors. Not less than five days before the Annual Meeting, the nominating committee shall make and report to the Board nominations for any vacancies on the Board of Governors resulting from resignations or otherwise, and for those members of the Board of Governors whose terms expire on the 30th day of June following the Annual Meeting. Three members of the nominating committee shall constitute a quorum. If less than a quorum is present, the Chairman of this Section shall appoint additional members to the committee sufficient to constitute a quorum. Additional nominations may be made from the floor of the Annual Meeting of this Section by any Active member. All elections shall be by viva voce unless otherwise ordered by resolution duly adopted by this Section present at the Annual Meeting at which the election is held.
Section 4. Duties and Powers - The Board of Governors shall have general supervision and control of the affairs of this Section, subject to the provisions of the Rules for Integration of the Virginia State Bar and the bylaws of the latter. It shall not authorize commitments or contracts which shall entail the payment of more money during any fiscal year than the amount which shall have been previously appropriated to this Section for such fiscal year.
Section 5. Vacancies - The Board of Governors, during the interim between Annual Meetings of this Section, may fill vacancies in said Board or in an office on said Board. Members of the Board of Governors so selected shall serve until the next succeeding June 30 or until their successors have been duly elected and qualified.
Section 6. Committees - The Chairman of the Board of Governors shall appoint three standing committees from Section membership: Bylaws Committee; Outreach Committee; and Program Committee. [Amended, October 1991] The Chairman of the Board of Governors may also appoint additional committees to perform such duties and exercise such powers as the Board of Governors shall direct, subject to the limitations of these bylaws and the bylaws of the Virginia State Bar.
Section 7. Declaration of Vacancy - If any member of the Board of Governors shall fail to attend two successive meetings of the Board without a reason sufficient to a majority of the Board, or if any member of the Board of Governors should resign or be declared incapacitated by the President of the Virginia State Bar, the membership of said person on the Board of Governors and any office that may be held by such person shall be deemed vacant and said vacancy shall be filled as provided for in Section 5 hereinabove.
ARTICLE IV
Officers
Section 1. Officers - The officers of this Section shall be a Chairman, Chairman-elect, and Secretary, who shall be elected by the Board of Governors from among their number at or as soon as practical after each Annual Meeting of this Section to hold office for a term beginning July l of each year and ending on June 30 of the succeeding year, or until their successors have been elected and qualified.
Section 2. Chairman - The Chairman shall preside at all meetings of this Section and of the Board of Governors. He shall formulate and present at each Annual Meeting of the Virginia State Bar a report of the work of this Section for the immediate past year. He shall perform such other duties and acts as usually pertain to his office.
Section 3. Chairman-elect - The Chairman-elect shall become the Chairman at the close of the next succeeding Annual Meeting after the date of his election as Chairman-elect. Upon the death, resignation, or during the absence or disability of the Chairman, or upon his refusal to act, the Chairman-elect shall perform the duties of the Chairman for the remainder of the term except in the case of the Chairman's disability, in which event he shall perform the duties of the Chairman only so long as the disability continues. He shall further perform all duties assigned him by the Chairman of the Board of Governors.
Section 4. Secretary - The Secretary shall be the custodian of all books, papers, documents, and other property of this Section, except money. He shall give notice of all meetings of this Section and of the Board of Governors and keep a true record of the proceedings thereof. With the Chairman, he shall prepare a summary or digest of the proceedings of this Section at its Annual Meeting for publication in the Annual Report of the Virginia State Bar, after approval by the Executive Committee or the Council of the Virginia State Bar, or a committee designated by either. He shall keep an accurate record of all monies appropriated to and expended for the use of this Section and shall perform such duties assigned him by the Chairman of the Board of Governors. [Amended, October 1991]
Section 5. Presiding Member - In the absence of the Chairman or the Chairman-elect at any regular or special meeting of this Section, or the Board of Governors, any Board member chosen by a majority of the Board members present and voting shall preside at such meeting.
ARTICLE V
Meetings
Section 1. Annual Meeting of Section - The Annual Meeting of this Section shall be held at the Annual Meeting of the Virginia State Bar with such program and order of business as may be arranged by the Board of Governors.
Section 2. Special Meetings of Section - Special meetings of this Section may be called by the Chairman or at the request of a majority of the Board of Governors, at such time and place as the Chairman or a majority of the Board of Governors may determine. [Amended, October 1991]
Section 3. Quorum and Voting of Section - The members of this Section present at any meeting shall constitute a quorum for the transaction of business. All binding actions of this Section shall be by a majority vote of the members present.
Section 4. Regular Meetings of Board - Regular meetings of the Board of Governors of this Section shall be held on the call of the Chairman at least once in each quarter of the fiscal year of this Section, the exact time and place of the meeting to be designated by the Chairman. Any one or more members of the Board or Section may participate in a meeting of the Board or Section by means of conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. [Amended, October 1991]
Section 5. Special Meetings of the Board - Special meetings of the Board of Governors may be called by the Chairman, or at the request of a majority of the Board of Governors, at such time and place as the Chairman, or a majority of the Board of Governors, may determine. [Amended, October 1991]
Section 6. Quorum and Voting of Board - Five voting members of the Board of Governors present at a duly called meeting shall constitute a quorum and all binding action of the Board of Governors shall be by a majority vote of the Board members present. [Amended October 1992] All voting at meetings of this Section and the Board of Governors, except as otherwise set forth in these bylaws, shall be open, unless specifically changed by a motion passed by a majority vote of those present.
Section 7. Absentee Voting - Members of the Board of Governors, when personally present at a meeting of the Board, shall vote in person, but when absent may communicate their vote, either before or at the meeting, by written proxy, upon any proposition to the Secretary and have it counted, with the same effect as if cast personally at such meeting. [Amended, October 1991]
Section 8. Submitted Propositions - The Chairman of this Section may, and upon the request of any member of the Board of Governors shall, submit or cause to be submitted in writing to each of the members of the Board of Governors any proposition upon which the Board may be authorized to act, and the members of the Board may vote upon such proposition or propositions so submitted by communicating their vote thereon in writing or with their respective signatures to the Secretary who shall record upon his minutes each proposition so submitted, when, how, at whose request same is submitted, and the vote of each member of the Board thereon, and keep on file such written and signed votes. If the votes of a majority of the members of the Board so recorded shall be in favor of such proposition or if such majority shall be against such proposition, such majority vote shall constitute the binding action of the Board.
ARTICLE VI
Miscellaneous
Section 1. Fiscal Year - The fiscal year of this Section shall be the same as that of the Virginia State Bar.
Section 2. Bills - All bills incurred by this Section, before being forwarded to the Treasurer of the Virginia State Bar for payment, shall be approved by the Chairman or the Secretary or, if the Board of Governors shall so direct, by both of them.
Section 3. Compensation - No salary or compensation shall be paid to any member of this Section or to any officer or member of the Board of Governors for their services, but they may be compensated for their expenses in accordance with the procedures approved by the Virginia State Bar.
Section 4. Action of Section - Before any action of this Section becomes the action of the Virginia State Bar, it must be approved by the Council of the Virginia State Bar. Any resolution adopted or action taken by this Section may, on request of this Section, be reported by the Chairman of this Section to any meeting of the Council of the Virginia State Bar for the Bar's action thereon.
Section 5. Printing - All printing for this Section or for the Board of Governors or by committees of this Section shall be done under the supervision of the headquarters office of the Virginia State Bar.
Section 6. Gender - Whenever used herein, the masculine shall include the feminine.
Section 7. Transition Provision - In order to enable the Board to meet its staggered term requirement as prescribed in these Bylaws, the Nominating Committee shall be authorized to make one nomination for Board Member for the 1992-1993 year for a term of three (3) years. [Amended October 1992]
ARTICLE VII
Rules of Procedure
Except as otherwise provided in these bylaws, Robert's Rules of Order shall govern the procedure at meetings of this Section and its Board of Governors.
ARTICLE VIII
Effectiveness and Amendment of Bylaws
Section 1. Bylaws Effective - These bylaws shall become effective after approval by the Council upon recommendation of the Executive Committee of the Virginia State Bar and by the initial Board of Governors of this Section.
Section 2. Amendment - These bylaws may be amended at any Annual Meeting of this Section by a vote of a majority of the Active members of this 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 upon recommendation of the Executive Committee of the Virginia State Bar.
INTERNATIONAL PRACTICE SECTION

Proposed Amendment to the Bylaws

ARTICLE III
Board of Governors


Section 1. Number and Eligibility - There shall be a Board of Governors of this Section, which shall consist of twenty ten active members, as well as one Judge of a Circuit court and one Judge of a Court of International Jurisdiction, to be nominated and elected as hereinafter provided. No person shall be eligible for election to the Board of Governors if he previously has been elected to two consecutive a full four-year terms on the Board of Governors., but reelection is permitted when at least one year has elapsed since that person has served on said Board. The Executive Director of the Virginia State Bar; the retiring Chairman of this Section, if his term on the Board shall be ended., and Legal Advisor to the Department of State or his deputy or assistant shall each be a member of the Board ex officio. The Chairman shall also have the authority to appoint up to ten ex officio members for one-year term.

 

 




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