Virginia Beach, June 18, 2004

Richmond, April 2, 2004

Williamsburg, January 16, 2004

Charlottesville, September 12, 2003

The Fall Meeting of the Board of Governors of the Real Property Section of the Virginia State Bar was held on Friday, September 12, 2003, at the offices of Virginia CLE in Charlottesville, Virginia.

The following persons were in attendance: Paula S. Caplinger, Douglass W. Dewing, Cynthia A. Nahorney, Karen S. Davis, Jean D. Mumm, Ray W. King, Lucy Davis, Mark D. Williamson, C. Grice McMullan, Jr., J. Page Williams, Pamela H. Sellers, Courtland L. Traver, Randy C. Howard, Stephen B. Wood, James P. Magner, Stephen R. Romine, Steven W. Blaine, and Eric V. Zimmerman. Douglass W. Dewing, Secretary of the organization, kept the minutes.

Ms. Caplinger called the meeting to order at 10:03 a.m. (See official Agenda attached.) and the attendees introduced themselves.

Ms. Caplinger reported a number of members had requested a substantive law component to the meeting, in addition to conducting business matters. To debut the program, Courtland L. Traver presented a short summary of the law on letters of intent.

Mr. Traver noted that letters of intent receive one of three possible treatments: they mean nothing; they create an obligation of good faith; they create an enforceable agreement. He mentioned cases arising from Illinois, the District of Columbia, Texas, various states in the northeast, and a recent Federal District Court case from Northern Virginia. He warned that the DC case raised the specter of promissory estoppel to the other legal issues. The Virginia decision was based entirely on common law contract principles of offer and acceptance, but warned that the court had remanded for a finding on the "fair dealing" issue. After noting that a letter of intent is like having a frozen snake in your lap, which you should not allow to thaw out, he suggested the following considerations for drafting a letter of intent:

It should expressly state that it is non-binding
It should be in writing
It should contain an expiration date
It should state it could not be amended, except by a writing specifically incorporating the letter of intent.
It should state whether or not there is exclusivity.
It should state whether or not there is an obligation to deal in good faith
It should state whether it is to be interpreted by objective or subjective standards
It should state it is not subject to specific performance.
It should state whether or not there is a confidentiality requirement.
It should set out a termination process if the parties wish to terminate prior to expiration.

He closed the presentation by noting that attorneys had incurred liability by assisting the client in "torpedoing" the contract negotiations when the client decided they no longer wished to sell the property to the other party.

The minutes of the meeting for June 20, 2003, were presented. Upon the information that the term of Richard Mendelson has not expired, his re-election to a new term was deleted from the minutes. Mr. Mendelson's term will expire in June 2004. Upon motion duly made and seconded, those who attended the June 20 meeting unanimously approved the minutes, as amended. Those not in attendance at the June 20 meeting abstained.

The financial report showed the Section incurred $48 in printing expenses during the July reporting period, the most recent for which information was available. The section's budget allocated $12,000.00 to the printing of the Fee Simple newsletter, and over $5,000 to the distribution expenses (postage and mail handling).

Ms. Caplinger announced she had recruited two new Area Representatives. Jim Magner from Tidewater was present and was introduced. Mark Thackston from Southside was unable to attend. Upon the nomination of Ms. Caplinger, and the second of Ms. Lucy Davis, both were elected as Area Representatives.

Mr. McElwain and Mr. Schoenberger were not present, but had provided the chair with a summary of their progress on the Advanced Real Estate Seminar, scheduled for April 2 and 3, 2004, at Kingsmill in Williamsburg. Possible members of the faculty include Pat Randolph, Gus Baum and Tom Spahn. Attendance has been low in the past, and all members of the section were encouraged to attend.

Ms. Mumm presented the schedule for the Annual Real Estate Seminar: May 4 in Fairfax; May 5 in Norfolk; May 12 in Roanoke; and May 13 in Richmond. The program will include the recent cases and legislative developments components as in years past. Jack Marshall had agreed to present the Ethics portion in all four locations. Other topics are still being discussed. Based on comments received at the 2003 seminar, the afternoon program will contain three one-hour presentations, rather than two longer segments. Topics being considered include bankruptcy, foreclosures, the wet settlement act and CRESPA.

Mr. Dewing reported that he wanted to contact members of the construction law and contracts section to determine the feasibility of a "point-counterpoint" type program for the Annual Meeting discussing "hot button" issues included in the standard AIA architect, general conditions and construction contracts, but was open to other ideas.

Mr. Traver noted an objection to the State Bar's present policy of not awarding CLE credits to those who attend the section CLE presentations even though they do not register for the entire Annual Meeting program. Mr. Dewing recalled Annual Meetings several years ago in which a limited registration was available. Ms. Caplinger responded that this objection had been the topic of an earlier meeting, and as a result, a proposal to authorize a limited registration or permitting CLE credits regardless of registration was going to be presented at the Better Annual Meeting subcommittee meeting, currently scheduled for late September. General discussion on the topic followed which included the possibility of holding the section CLE and meeting at an alternative location, the power the State Bar held over the section through its funding, and the birth of the Trial Lawyers Association. The matter was tabled until the January meeting to learn the results of the Better Annual Meeting subcommittee meeting.

In other Old Business, Ms. Caplinger noted the Bar's restrictions/guidelines regarding a student writing competition to encourage articles for the Fee Simple. The Bar suggested a moderate sized prize, something in the $200 range. Mr. Traver reported the students in his class last year were bright, articulate, driven, and very, very busy. One question raised from the floor was whether the competition would be a single topic, with the winner receiving the prize, and publication, or if any real estate topic would be appropriate, with the best two or three authors being published. Whether or not the section had the resources to review and edit the submissions led to the comment that the sections focus might better be on energizing committee members to produce articles. The matter was tabled until the January meeting to review the questions raised.

Ms. Caplinger passed around the section's list of officers, board members and area representatives and requested those present review and verify their address and other contact information. The Board's calendar was also circulated. Meetings for the remainder of the year are scheduled for January 16, 2004, at a time and place in Williamsburg to be announced, April 2, 2004, at 10 a.m., at Kingsmill, in conjunction with the Advanced Real Estate Seminar in Williamsburg, and June 18, 2004, at a time and place in Virginia Beach to be announced.

Ms. Caplinger solicited volunteers on behalf of Mr. Zimmerman, who had not yet arrived, to join the ad hoc subcommittee to investigate the needs of all the section members, and draft a mission statement and goals for the section. Despite being one of the largest sections as far as membership, the small core of active participants suggests the section could be doing something else or something different. Ms. Sellers and Ms. Lucy Davis volunteered to serve as subcommittee members.

Under New Business, Ms. Caplinger presented a request from Mr. Waugaman requesting funds to purchase additional forms on disk from the Virginia Bar Association, for use as a recruiting tool at the First Day of Practice seminar. There was a general discussion about whether the forms were still current. Alternatives were suggested, including obtaining a limited license to the Virginia CLE forms contained in the Real Estate Transactions Book, or a discount for a real estate publication or seminar. Mr. Waugaman is to discuss the matter with Lee Hickok of Virginia CLEto learn if there was some better "handout" to use to introduce the section to newly licensed attorneys.

Ms. Caplinger stated she had been contacted by a representative of the National Title Examination Standards Resource Center in Oklahoma City. The center was updating its records, and inquired if Virginia had enacted title examination standards, or created a task force to investigate such standards. She inquired if there was any interest in such a process. Given the widespread use of title insurance companies and freelance title examiners to examine title in the urban record rooms, it was suggested the Virginia Land Title Association might better address the topic.

Ms. Mumm requested the section allocate funds to contract with National Legal Research Group again this year to provide the recent case law developments. She noted the expense in 2003 was slightly more than $2900, and that the presenters had needed a little more time to review the cases than they received due to a delay in obtaining the funding resolution last year. Ms. Mumm moved the section allocate no more than $4,000 to obtain the research services this year, the motion was seconded by Ms. Nahorney, and unanimously approved.

Mr. Howard presented the membership report. The section is third in overall membership with 1,845 members. He noted that 12.6% of the criminal law section's membership was made up of judges, compared with 1.3% of our membership. It was suggested that complimentary copies of the Fee Simple be delivered to each circuit court's law library in an effort to encourage more judges to become members of the section. Mr. Traver agreed to discuss the subject with Judge Roush, our judicial liaison. Mr. Howard agreed to investigate other methods to increase judicial membership.

Mr. Dewing presented the technology report. Although more land records are going on line, there is increased resistance to remote access. He distributed a recent article from Virginia Lawyers Weekly describing the efforts of privacy advocate Betty J. Ostergren, who claimed credit for knocking Scott County, King George County and Loudoun County remote access land records off the Internet, and prevented Hanover County from going on line. Pursuant to a legislative compromise enacted last year, all remote access land records will be by subscription only, which addresses the largest concern of many privacy advocates, preventing casual review of public, but potentially sensitive, data. He also passed on an unconfirmed report that the Virginia Information Technology Agency is supposed to report out a set of security regulations in mid September.

The fall submission deadline for the Fee Simple is October 22. Ms. Meier had proposed an article dealing with the catastrophic consequences of losing data on a small office PC to equipment failure or viruses. Mr. Page Williams offered to attempt an article on Gramm Leach Bliley and its impact on real estate attorneys for the Spring issue. Mr. Traver is going to ask Ms. Trigiani if she could prepare an article on association lien priority. Mr. Zimmerman agreed to author a comparison of the 1992 ALTA title policy and the 1998 Residential Owners Policy, and whether attorneys have a duty to explain the differences to their clients. Wetlands and the Elizabeth River Reclamation Fund were mentioned, but no article emerged. Mr. Romine indicated there were some "brownfield" developments that might provide material for an article and agreed to review that topic. Ms. Lucy Davis agreed to look at the topic of Judgments and Liens for the Spring issue. Mr. Dewing agreed to reprise the Yamada case, in light of Trent/Bullock and the recent change in 64.1-57. Mr. Romine recalled a recent 4th Circuit case involving wetlands and regulatory agency authority, and agreed to also review that case for a possible article.

The Commercial Real Estate subcommittee was to meet after the meeting, and had no report.

The Creditors Rights and Bankruptcy subcommittee is looking for members. Mr. Wood had prepared an article last year, but withdrew it because of pending appeals. Now that the cases are final, he will update and present that article.

The Ethics subcommittee will meet before the January meeting.

Mr. Blaine proudly reported the Land Use and Environmental subcommittee had recruited a new member, Mr. James Downey, who has a wealth of experience in wetlands, brownfields, zoning and other areas.

Mr. King reported that the State Bar was seeing more receiverships. Often these are solo practitioners who die at the desk, without a succession plan. Closing down the practices cost the Bar $178,000 last year.

There being no further business, upon motion duly made, seconded and unanimously passed the meeting was adjourned at 11:56 a.m.

Respectfully Submitted,

Douglass W. Dewing

Secretary

AGENDA
FALL MEETING OF THE BOARD OF GOVERNORS OF
THE REAL PROPERTY SECTION OF
THE VIRGINIA STATE BAR

10:00 a.m.-12:00
September 12, 2003
The Virginia CLE Building
Charlottesville, Virginia

1. Welcome/Introductions-Caplinger

2. Presentation (10:05 a.m. -10:20 a.m.): Letters of Intent-Traver

3. Approval of minutes from June 20, 2003 meeting-Caplinger
(Correction to minutes to reflect Board term of Richard Mendelson. Erroneously reelected and his term had not yet expired.)

4. Financial Report-Dewing

5. 2003-2004 Budget-Caplinger

6. New Area Representatives-Caplinger

A. Jim Magner (Tidewater)
B. Mark Thackston (Southside)

7. Annual CLE Seminars

A. 8th Annual Advanced Real Estate Seminar (April 2 and 3, 2004, Kingsmill, Williamsburg, VA)-Schonberger
B. 22nd Annual Real Estate Practice Seminar( May 4, 2004-Fairfax, May 5, 2004-Norfolk, May 12, 2004-Roanoke and May 13, 2004-Richmond) -Mumm
C. Annual Summer CLE (June 18, 2004)-Dewing

8. Old Business

A. Report on CLE credits for our seminar at VSB Annual meeting-Caplinger
B. Law Student articles for Fee Simple / remuneration-Caplinger
C. Updated and revised list of Officers and Board members-Caplinger
D. Volunteers for ad hoc subcommittee, chaired by Eric Zimmerman to draft Section mission statement, goals, investigate the needs of our members and how we can best respond to those needs and plan Section retreat-Caplinger

9. New Business

A. Request by Waugaman for Section to purchase additional forms discs
B. Interest in establishing an ad hoc subcommittee to work with VBA to develop title examination standards? Volunteers?

10. Subcommittee Reports

A. Membership*-Howard
B. Programs*-See Item 7 above
C. Technology*-Dewing
D. Fee Simple*-Butler and Traver -Deadlines for Fall submissions. -Ideas for articles.
E. Commercial**-McMullan and Williamson
F. Creditors' Rights and Bankruptcy**-Wood
G. Ethics**-Davis
H. Land Use and Environmental**-Blaine
I. Title Insurance**-Gregory and Waugaman
J. Residential*-Meier

(*= Responsible for a substantive article for the Fall Fee Simple)
(**= Responsible for a substantive article for the Spring Fee Simple)

11. Liaison Reports

A. Bar Counsel-King
B. Old Dominion Bar Association-Holmes

12. Adjourn

(If previously scheduled with subcommittee members, optional subcommittee meetings may follow Board meeting.)

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Williamsburg, Virginia
January 16, 2004

The Winter Meeting of the Board of Governors of the Real Property Section of the Virginia State Bar was held on Friday, January 16, 2004, at Room 127 of the Marshall Wythe School of Law in Williamsburg, Virginia.

The following persons were in attendance: Paula S. Caplinger, Douglass W. Dewing, Ray W. King, Jean Mumm, Deborah Merz, Jim Downey, Jane Marum Roush, Courtland L. Traver, Susan Pesner, Larry McElwain, Lisa Murphy, Eric Zimmerman, Grice McMullen, Steve Gregory, John David Epperly, Stephen R. Romine, Nancy Kern, Lee Hickok, David Helscher, Louis Rogers, Wayne Glass, James E. Plumhoff, Joe Cochran, Susan Siegfried, Karen Davis, Mark Williamson, Rick Richmond and Harry Purkey. Douglass W. Dewing, Secretary of the organization, kept the minutes.

Ms. Caplinger called the meeting to order at 1:02 p.m. (See official Agenda attached.) and the attendees introduced themselves. Ms. Caplinger also circulated the roster to permit correction of any errors in addresses (physical or electronic) and telephone numbers.

Ms. Caplinger introduced Pia Trigiani, who presented the second substantive law program for this year's meetings, on the topic of homeowner's associations.

Ms. Trigiani noted there were four types of community associations: planned communities, condominiums, cooperatives and time shares. There are three characteristics of associations: automatic membership, governing documents creating the relationship and mandatory assessments. The primary distinction between the types of associations hinges on who owns the common area. In a planned community, it is generally a non-stock corporation. In a condominium, each unit owner owns an undivided interest. In a cooperative, the corporation owns both the common elements and the units. Associations provide three functions: business, governance and community. Association type developments are proliferating as government shifts some of the burden of providing services to the private sector. Association developments also create or foster a sense of community involvement. Among the evidence for such involvement was a notation that association members have higher voting rates than the public at large. Association communities house an increasing percentage of Americans, with the latest statistics showing 1 of every 6 Americans lives in a community association development. Since 1970, 1 in 3 residential units built has been in an association governed community.

Association concepts are rooted in the common law. The earliest associations were cooperative apartments, dating to the mid- to late-1800s and early 1900s. The concept grew as suburban communities grew. Subdivisions and condominiums increased as FHA financing options increased. Among the statutes affecting associations in Virginia were the Horizontal Property Act (§55-79.1, et seq), which was superceded by (but not repealed by) the Condominium Act (§ 55-79.39, et seq) in 1974; the Property Owner's Association Act (§ 55-508, et seq) (which superceded the Subdivided Land Sales Act (§ 55-336)), enacted in 1989; the Real Estate Cooperative Act (§ 55-424, et seq), enacted in 1982; and the Real Estate Time Share Act (§ 55-360) (1981). Other statutes providing structure to associations include the Non-Stock Corporation Act (§ 13.1-801, et seq) and the Common Interest Community Management Information Fund (§ 55-528). Other legislation affecting associations include local ordinances relating to property uses, zoning and building code compliance; Fair Housing laws and, more recently, the Telecommunications Act of 1996.

She closed the presentation by noting that because of the variety of issues that arise while representing associations, it is the "last bastion of a general practice."

The minutes of the meeting for September 12, 2003, were presented. Upon motion duly made and seconded, those who attended the September 12 meeting unanimously approved the minutes. Those not in attendance at the September 12 meeting abstained.

The financial report showed the Section incurred $1016.97 in expenses during the first quarter reporting period. These expenses did not include expenses related to the most recent issue of the Fee Simple. The balance remaining in the Section's account at the State Bar is $28,358.03.

Ms. Caplinger introduced Nancy Kern of Virginia CLE. She joined CLE from a firm in Charlottesville and will coordinate real estate seminars for them.

The Advanced Real Estate Seminar remains scheduled for April 2 and 3, 2004, at Kingsmill in Williamsburg. The Board of Governors meeting will precede the seminar at 10 a.m. Attendance has been low in the past, and all members of the section were encouraged to attend. Ms. Caplinger stated at least 100 attendees are needed to reverse a trend in which Virginia CLE loses money. There was a general discussion of obstacles to the program's success: the length of time it takes; the convenience of electronic programs; the lack of applicability to the ordinary practitioner. Mr. Traver noted a survey appearing in the Fee Simple may provide direction for the Section on where it should go and help develop topics real estate practitioners need. Ms. Pesner recalled the Advanced Seminar was designed with several objectives, including a desire to expand the horizons of the practitioners and to provide a setting in which the practitioners could mingle socially, as well as professionally. Mr. McElwain reported the ethics section (Tom Spahn) was expanded to two hours in this year's program, so as to fulfill the entire requirement. Other topics include the 2003 ALTA endorsements (Bob Bozarth), the Loudoun County zoning litigation (John Foote), the Future of the Real Estate Practice (Court Traver) and a potpourri of topics of general interest (Gus Bauman).

Ms. Mumm presented the schedule for the Annual Real Estate Seminar: May 4 in Fairfax; May 5 in Norfolk; May 12 in Roanoke; and May 13 in Richmond. The program will include the recent cases and legislative developments components as in years past, and there will be an Ethics section. Jim McCauley will present materials on CRESPA. Bankruptcy and foreclosures round out the program. A request was made that the foreclosure materials include portions on the nonjudicial foreclosure of condominium and homeowners association liens.

Mr. Dewing reported the construction law section was cosponsoring the Summer CLE program. The tentative working title was "Contractors are from Mars, Architects are from Venus: What is an Owner to do? The 1997 AIA Contract Forms Revisited." The panelists for the program will be Webb Moore (Hirschler Fleischer) for the owner, Bill Thurston (Marchant Thurston Honey and Blanks) for the contractor, and Jim Lowe (Hayes, Seay, Mattern and Mattern) for the architect. The program will be held in the same room as last year: at the Holiday Inn Sunspree, beginning at 11 a.m.

Ms. Caplinger reported on discussions with the Better Annual Meeting committee of the State Bar. Their position remains no CLE credit if not a paid attendee of the Annual Meeting. Ms. Caplinger polled the membership during the interim period between board meetings. She reported 46 votes in favor of continuing the program and 2 votes against. In a special meeting of the board, 9 of the 12 board members agreed to continue the program. Mr. Richmond noted our section was the only to have commented on the practice, and that the Bar continued to encourage attendance at the Annual Meeting for more than just the educational programs.

In other Old Business, Ms. Caplinger noted the Bar had agreed to a student writing contest with a cash prize, and publication in the Fee Simple. Mr. Schonberger will report on additional details at the next meeting. Mr. Howard is looking for suggestions to increase the judicial membership of the Section. Mr. Waugaman is actively seeking volunteers to assist with the First Day in Practice, which recruited 60 new members for the section. Mr. Zimmerman presented a draft Mission Statement for review, comment and consideration. It was noted that any change in the mission statement would require the approval of the State Bar. Mr. Traver pointed out the membership survey appearing in the November issue of the Fee Simple. Noting the looming approval of "bundling of services" regulations from HUD, he suggested that the entire real estate practice picture could change in the very near future, as real estate brokers take over the role of coordinating real estate service providers for closings.

Under New Business, Ms. Caplinger announced that she attended the ABA unauthorized practice of law meeting. She was surprised at the number of states which had not dealt with the issue at all, or were just starting to address the issue, and proud that Virginia was so far out in front of the rest of the nation. She supplied names and contact information of the board with other attendees, and encourage them to contact us with any questions. Ms. Pesner stated the section was lucky to have Jim McCauley as a member, as he was nationally renowned in the areas of ethics and bar regulation. Mr. Traver seconded the thought by noting Mr. McCauley was the first ethics counsel to even attempt to familiarize themselves with the real estate field.

Ms. Caplinger passed on a question she received from a practitioner in the field. Seller and buyer entered a contract to sell real estate, and then buyer suggested seller transfer title to a trust, which buyer would set up so the buyer was the trustee and the seller was the beneficiary. The trust was to last until the closing and deed recorded, and then terminate. The practitioner noted this appeared to be a blatant attempt to avoid paying recording taxes. The general sense of the discussion was that this was a mild effort compared to those in other states, such as Maryland and New York.

Ms. Trigiani noted the General Assembly was going into a long session. Prefiling is complete and the sense of the VBA is that the legislators will attempt to deal with all the bills quickly in order to focus their attention on the budget bill. The VBA has a proposal (HB 449) to rewrite the condominium statute to avoid the result in the Wachovia/Colchester decision. The bill extends the time in which an association may enforce its lien from 24 to 36 months and adds a right of redemption for the consumer. There is also a bill which addresses concerns regarding valuation of leasehold estates, especially in office buildings.

On behalf of Mr. Howard, Ms. Caplinger reported the section membership stands at 1850 active members. This makes the section the second largest section in terms of active members. When all members are counted, the section falls to third position. Any ideas for increasing membership among "inactive" members (judges for example) would be appreciated.

Mr. Dewing reported on behalf of the technology committee that the General Assembly was on the internet. The entry to their site to track bills by number or sponsor is: http://leg1.state.va.us/lis.htm. The Information Technologies Agency revised the standards for restricting remote access to court controlled websites. The "business use" language was removed from the applications for access. The revised standard may be found at http://www.vita.virginia.gov/docs/psg.cfm.

The deadline for articles for the next issue of the Fee Simple will be April 21, 2004. Among the topic ideas discussed were "how to" comply with the Patriot Act, money laundering statutes and the terrorism executive order in an ordinary real estate practice; the settlement agent release act; land sales contracts, the Uniform Electronic Recording Act, the Uniform Environmental Covenants Act, brownfields, 1031 exchanges, concerns arising during multi state transactions, benefits of incorporation by churches, vested rights in light of the Suffolk BZA case.

Mr. McMullen noted the Commercial Real Estate subcommittee met after the September meeting. The subcommittee organized itself into two person teams and scheduled each team for a future article for the Fee Simple. They continue to meet via conference call.

The Creditors Rights and Bankruptcy subcommittee arranged to provide speakers on the topic of foreclosures for all four annual real estate seminar locations.

The Ethics subcommittee will meet after this meeting.

Ms. Merz and Ms. Meir are working on an article for the Fee Simple emphasizing the importance of backing up data on a small office PC, drawing examples from the hardships which befell a solo practitioner whose hard drive self-destructed.

Mr. King reported that the State Bar receives over 3000 complaints annually. Fortunately, a very small percentage of these arise in real estate matters. He also reported that when a complaint involves both an ethics complaint and a CRESPA violation, the Bar will try the two proceedings together at the District level (or before a 3 judge panel, depending on the preference of the respondent).

Mr. Richmond reported that a minor defect had been found in the conservation easement forms used by the Outdoor Foundation, affecting the possible deductability of the gift. This is to be addressed during this session of the General Assembly. The defect does not appear to be a factor in the Piedmont Environmental Council forms of easement.

There being no further business, upon motion duly made, seconded and unanimously passed the meeting was adjourned at 2:57 p.m.

Respectfully Submitted,

Douglass W. Dewing

Secretary

AGENDA
WINTER MEETING OF THE BOARD OF GOVERNORS
OF THE REAL PROPERTY SECTION OF THE VIRGINIA STATE BAR
1:00 p.m. - 3:00 p.m. January 16, 2004
Marshall Wyth School of Law, Room 127
Williamsburg, Virginia

1. Welcome/Introductions-Caplinger

2. Presentation (1:05 a.m. -1:20 a.m.): Homeowner's Associations - Trigiani

3. Approval of minutes from September 12, 2003 meeting-Caplinger

4. Financial Report-Dewing

5. Annual CLE Seminars

A. Introduction of Nancy Kern of Virginia CLE - Caplinger
B. 8th Annual Advanced Real Estate Seminar (April 2 and 3, 2004, Kingsmill, Williamsburg, VA)-McElwain/Hickok/Kern
C. 22nd Annual Real Estate Practice Seminar( May 4, 2004-Fairfax, May 5, 2004-Norfolk, May 12, 2004-Roanoke and May 13, 2004-Richmond) -Kern
D. Annual Summer CLE (June 18, 2004)-Dewing

6. Old Business

A. Report on Summer CLE Program interaction with VSB-Caplinger
B. Updated and revised list of Officers, Board Members and Area Representatives-Caplinger
C. Fee Simple newletter/article contest-Schonberger/Butler/Traver
D. Recommendations on how to increase judicial membership in Section-Howard
E. First Day in Practice-Need volunteers for meeting-Waugaman
F. New Bar Members (Discount card/VA CLE discount on forms?)-Waugaman
G. Ad Hoc Subcommittee Report (Mission statement, goals, increasing membership, meeting the needs of our members)-Zimmerman
H. Membership Survey-Traver

7. New Business

A. ABA UPL Subcommittee-Caplinger
B. Budget 2004-2005-Caplinger

8. Subcommittee Reports

A. Membership*-Howard
B. Programs*-See Item 5 above
C. Technology*-Dewing
D. Fee Simple*-Butler and Traver-Spring submissions deadline: April 21, 2004-Ideas for articles.
E. Commercial**-McMullan and Williamson
F. Creditors' Rights and Bankruptcy**-Wood
G. Ethics**-Davis
H. Land Use and Environmental**-Blaine
I. Title Insurance**-Gregory and Waugaman
J. Residential*-Meier

(*= Responsible for a substantive article for the Fall Fee Simple)
(**= Responsible for a substantive article for the Spring Fee Simple)

9. Liaison Reports

A. Bar Counsel-King
B. Old Dominion Bar Association-Holmes

10. Adjourn

(If previously scheduled with subcommittee members, optional subcommittee meetings may follow Board meeting.)

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The following persons were in attendance: Paula S. Caplinger, Lawrence M. Schonberger, Steve Wood, Steve Romine, Dianne E. Boyle, Nancy Kern, Harry Purkey, J. B. Lonergan, Michael Barney, Howard Gordon, Lee Hickok, Christina Meier, Larry McElwain, Douglass W. Dewing, David Helscher, Rick Richmond and Eric Zimmerman. Douglass W. Dewing, Secretary of the organization, arrived late, and took over keeping the minutes from Mr. Schonberger.

Ms. Caplinger called the meeting to order at 10:00 a.m. (See official Agenda attached.).

Ms. Caplinger introduced Steve Romine, who presented the third substantive law program for this year's meetings, on the topic of the Uniform Environmental Covenants Act.

The minutes of the meeting for January 16, 2004, were presented. Upon motion duly made and seconded, those who attended the January 16 meeting unanimously approved the minutes. Those not in attendance at the January 16 meeting abstained.

The financial report showed the Section incurred $6,836.13 in January and $3,590.33 in February. The bulk of these expenses related to the last issue of the Fee Simple: $5,606.23 in printing, $1,255.12 in mail permit and $1,467.77 to Marshall Wythe School of Law Foundation. The balance remaining in the Section's account at the State Bar is $17,931.57.

Ms. Caplinger introduced Nancy Kern of Virginia CLE. She announced pre-registration figures for the Advanced Real Estate Seminar indicated 63 attendees, better than last year, but not comparable to the advanced seminars presented by some of the other sections. Upon motion duly made and seconded, Ms. Kern was appointed to chair a committee investigating methods to improve the attendance at the Advanced Seminar. Michael Barney and Howard Gordon volunteered to serve on the committee.

Doug Dewing noted that the materials had been delivered to the State Bar for the Annual Meeting CLE presentation, "Contractors are from Mars, Architects are from Venus, What is an Owner to do?" The presentation is scheduled for Friday, June 18, beginning at 11 a.m., immediately before the Board's next meeting.

Ms. Caplinger circulated the Board membership list to verify address, telephone, fax and e-mail information, and noted that her office information had changed.

Mr. Schonberger presented a draft set of rules for the Legal Writing Contest and asked for comments regarding the parameters of the competition: items such as length (minimum or maximum); subject matter (real estate related, but open, or keyed to a particular topic); distribution to notices, size of prize, number of articles to be printed in the Fee Simple, and any other comments. Given the financial needs of law students, the size of the prizes and a source of funding were discussed. The topic of a dues increase was raised, but deferred to the June meeting.

Mr. Howard (on behalf of the Membership Committee) had reported to Ms. Caplinger that he was still looking for ideas to increase the judicial membership of the section. Any ideas or nominations would be appreciated.

Mr. Waugaman had reported to Ms. Caplinger that he could use assistance at the First Day of Practice seminar. This has been a valuable recruiting tool for new members of the section. Mr. Richmond noted that the Real Property Section is one of the few, if not the only, section which participates.

Mr. Zimmerman (on behalf of the Ad Hoc Subcommittee) reported that he was reviewing and had discussed with Bar Council the process for amending the mission statement. He noted that Mr. Traver had some surveys, but needed more to draw any significant conclusions. (Surveys can be found in the November 2003 Fee Simple and on the website.) There was discussion regarding whether direct mailing would assist in the process. One major benefit of serving as an Area Representative and Board Member (to the members present) is the ready access to other members and their knowledge. Expanding that access to all members of the section might be a draw for new members of the section and the Board. Various options, including a list-serve/discussion e-mail list, chat room/discussion site, bulletin board/guest forum/blog, and "flash alert" e-mail list were mentioned. Mr. Dewing, as webmaster, was asked to inquire if the State Bar had any policy in place.

Moving to New Business, Ms. Caplinger introduced Dianne Boyle, who serves with Chicago Title in Northern Virginia as a commercial transactions counsel. Upon motion duly made and seconded, Ms. Boyle was appointed as an Area Representative.

Nominations for the 18th Annual Tradition of Excellence were requested. The award recognizes attorneys who have devoted significant time; effort or funds in activities that benefit their community and help enhance the image and esteem of general practice attorneys in the Commonwealth. Deadline for nominations was April 23.

The Annual Meeting will be held in Virginia Beach June 17-20. The Board Meeting will be on Friday, June 18, at 12:30 p.m. The Annual Meeting Dinner will be at Steinhilbers, beginning at 6 p.m.

Membership and Program subcommittee reports were omitted. Mr. Dewing presented the Technology Committee report.

Articles for the Fee Simple are due April 21. A topic discussed involved the issues facing attorneys in the face of delays in the Clerk's Offices - some of which were identified by the members present as 1) adequacy of notice issues in land use; 2) negligent preferences in the creditors rights and bankruptcy fields; and 3) perfection issues under Article 9.

Mr. Wood noted new legislation requiring a substitution of trustee be recorded prior to the trustee's ability to act passed the General Assembly without being noticed until after it was approved. There was some hope the Governor would veto the bill, but given the budget concerns during the session, he didn't think it would happen. He asked that the VBA add the topic to its legislative agenda for next year.

Ms. Caplinger announced that Ms. Davis was expecting a child and would be resigning from the section and her position on the Ethics subcommittee. Ms. Pesner will remain as chair of the Ethics subcommittee.

There was no report from the Environmental subcommittee.

Mr. Barney noted that ALTA has a new loan policy form under consideration in its forms committee. Ms. Caplinger noted the new ALTA endorsements were a featured portion of the Advanced Seminar being held later today.

Ms. Meier (on behalf of the Residential Transactions subcommittee) asked if other practitioners had run into funding issues with lenders, including the use of "bank checks" instead of certified funds or wire transfers, onerous conditions to funding, and whether or not there were Wet Settlement Act liabilities to closing under these conditions.

Ms. Caplinger requested the nominating committee meet following the general meeting.

There being no further business, upon motion duly made, seconded and unanimously passed the meeting was adjourned at 11:34 a.m.

Respectfully Submitted,

Douglass W. Dewing

Secretary

AGENDA
SPRING MEETING OF
THE BOARD OF GOVERNORS OF
THE REAL PROPERTY SECTION OF
THE VIRGINIA STATE BAR

10:00 a.m. April 2, 2004

1. Welcome/Introductions-Caplinger

2. Presentation (10:05 a.m. -10:20 a.m.): Uniform Environmental Covenants Act- Steve Romine

3. Approval of Minutes from January 16, 2004 meeting-Caplinger

4. Financial Report-Dewing

5. Annual CLE Seminars

A. Report on 8th Annual Advanced Real Estate Seminar-Kern
B. 22nd Annual Real Estate Practice Seminar-Kern
C. Annual Summer CLE (June 18, 2004)-Dewing

6. Old Business

A. Updated and Revised list of Officers, Board Members and Area Representatives-Caplinger
B. Fee Simple newsletter/article contest-Schonberger
C. Recommendations on how to increase judicial membership in Section-Howard
D. New Bar Members (Discount card/VA CLE discount on forms?)-Waugaman
E. Ad Hoc Subcommittee Report (Mission Statement, goals, increasing membership, meeting the needs of our members)-Zimmerman
F. Membership Survey-Traver

7. New Business

A. New Area Representative-Dianne Boyle-Caplinger
B. 18th Annual Tradition of Excellence Award Nominations-Caplinger
C. Mark your calendars for next meeting and dinner Meeting June 18, 2004 (Holiday Inn-Sunspree, Virginia Beach, VA) Dinner June 18, 2004 (Steinhilbers, 6:00 PM Cocktails, 7:00 PM Dinner)

8. Subcommittee Reports

A. Membership*-Howard
B. Programs*-See Item 5 Above
C. Technology*- Dewing
D. Fee Simple*-Butler and Traver-Spring Submission Deadline: April 21, 2004 -Ideas for Articles
E. Commercial**-McMullan and Williamson
F. Creditors'Rights and Bankruptcy**-Wood
G. Ethics**-Davis
H. Land Use and Environmental**-Blaine
I. Title Insurance**-Gregory and Waugaman
J. Residential*-Meier
(*=Responsible for a substantive article for the Fall 2005 Fee Simple)
(**= Responsible for a substantive article for the Spring 2004 Fee Simple)

9. Liaison Reports

A. Bar Counsel-King
B. Old Dominion Bar Association-Holmes

10. Adjourn

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The Summer Meeting of the Board of Governors of the Real Property Section of the Virginia State Bar was held after the Annual Meeting Continuing Education Program on Friday, June 18, 2004, at the Holiday Inn-Sunspree in Virginia Beach, Virginia.

The following persons were in attendance: Paula S. Caplinger, Douglass W. Dewing, K. Wayne Glass, James M. McCauley, Dianne Boyle, Randy C. Howard, Jean D. Mumm, Stephen R. Romine, C. Grice McMullan, Lawrence A. Daughtrey, Gary Peterson, J. Page Williams, Joseph W. Richmond, Joseph M. Cochran, Harry R. Purkey, Christopher S. Dillon, Pamela H. Sellers, Robert C. Barclay IV and William L. Nusbaum. Mr. Dewing kept the minutes.

Ms. Caplinger called the meeting to order at 12:40 p.m. (See official Agenda attached.).

The minutes of the meeting for April 2, 2004, were presented. Upon motion duly made and seconded, those who attended the April 2 meeting unanimously approved the minutes. Those not in attendance at the January 16 meeting abstained.

The financial report showed the Section incurred $83.53 in March, $2,182.44 in April, and $60.74 in May. Not yet appearing on the report were expenses for June in the amount of $2,121.80 (to William & Mary) and $2,989.87 (to National Legal Research Group) and $10,062.41 (for printing the Fee Simple). The bulk of these expenses related to the last issue of the Fee Simple. The balance remaining in the Section's account at the State Bar is $430.73. Upon receipt of the postage/mailing expense for the Fee Simple, it is certain the section will run in the red for the year.

General discussion followed regarding the budget deficit. The concept of a dues increase was raised. This was deferred until the September Board Meeting, with the understanding that a dues increase would have to be presented to the Bar Council in October, ratified at the general meeting next June, and would not go into effect until the 2006 budget. As the bulk of the budget expense for the Section involves the printing and delivery of the Fee Simple, the concepts of on-line delivery or mailing a CD, rather than a paper copy, were raised.

There being no Old Business, Ms. Caplinger opened New Business by commenting on how honored she was to have been the Section Chairman for the past year. The Section was blessed to have the volunteers from its membership who helped in all the activities of the Section, particularly the continuing education seminars and the Fee Simple articles.

Ms. Caplinger announced the interest of Mr. Romine and Mr. Nusbaum to serve as Area Representatives for the Tidewater Region. Upon motion made and duly seconded, they were elected as Area Representatives.

Ms. Caplinger announced with regret the resignation of Mr. Mendelsohn and Ms. Karen Davis as board members.

Ms. Caplinger presented the report of the nominating committee, which was composed of Mr. Romine, the immediate past chairman, Mr. Zimmerman, and Ms. Caplinger. The slate of nominees were:

Mr. McElwain - Chair
Mr. Dewing - Vice Chair
Mr. McMullan - Secretary
Mr. Dillon - A second term on the Board, expiring in 2007
Ms. Mumm - To fill the balance of the term of Ms. Davis, expiring in 2006
Mr. McCauley - A first term on the Board, expiring in 2007
Mr. Daughtrey - A second term on the Board, expiring in 2007

Upon motion made, and duly seconded, the nominations were closed, and the slate of nominees was elected. Ms. Caplinger returned to the membership as Mr. McElwain assumed the chair.

Mr. McElwain expressed his thanks, on behalf of the Board and the membership, to Ms. Caplinger for her service as Chairman. Mr. McElwain announced the interest of Kenneth L. Dickinson to serve as an Area Representative for the Central Region. Upon motion made, and duly seconded, Mr. Dickinson was elected as an Area Representative.

Mr. McElwain reminded those in attendance of the Section Dinner to be held at Steinhilbers, beginning at 6:00 p.m.

There being no further business, upon motion duly made, seconded and unanimously passed the meeting was adjourned at 1:00 p.m.

Respectfully Submitted,

Douglass W. Dewing, Secretary

AGENDA
SUMMER MEETING OF THE BOARD OF GOVERNORS
OF THE REAL PROPERTY SECTION OF THE VIRGINIA STATE BAR
12:30 pm June 18, 2004
Holiday Inn Sunspree, Virginia Beach, Virginia

1. Welcome/Introductions-Caplinger

2. Approval of Minutes from April 2, 2004 meeting-Caplinger

3. Financial Report/Budget Deficit-Caplinger

4. Old Business

5. New Business

A. Thank you-Caplinger

B. New Area Representatives-Caplinger

1. William L. Nusbaum (Tidewater area)
2. Stephen R. Romine (Tidewater area)

C. Recognition of Departing Board Members-Caplinger

1. Karen S. Davis
2. Richard Mendelson

D. Report of Nominating Committee-Caplinger

6. Adjourn

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