Virginia State Bar

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Corporate Counsel

A Section of the Virginia State Bar.

Minutes Dec 01 BOG


VSB Corporate Counsel Section
Board of Governors

December 13, 2001


Board Members Present Board Members Absent
Cathy Mayes, Chair Lorri Kleine
Philip Hart, Secretary Julie McClellan
Darragh Davis  
Kathy Kronau  
Eileen Johnson  
Dan Maller  
Edythe Katz  
David Rosenfeld  
Scott Snyder  
Greg Summy  
Gail Waddell  
Dolly Shaffner, VSB Liaison  


The chair called the meeting of the Board of Governors (the "board") to order. The meeting was held in Richmond at the Virginia State Bar offices.


Approval of Minutes. The board approved the minutes from the June 15, 2001 and September 21, 2001 meetings.


Committee Reports.


(1) Membership — Dolly reported that the section has 931 members.


(2) Treasurer — Dolly distributed a written treasurer’s report, a copy of which is attached to these minutes. The report shows that, as of November 30, 2001, the section had collected $18,460.00 and had a budgeted balance remaining of $13,506.73. There were no expenditures in November, 2001.


Old Business.


(1) Task Force Report — Admission on Waiver of Corporate Counsel — Cathy and David reported that the Task Force has finalized its proposed Supreme Court Rule 1A:5, a copy of which is attached to these minutes. If the proposed rule is adopted by the Supreme Court, in-house counsel in Virginia who are licensed somewhere other than Virginia will be able to apply for and receive a corporate counsel certificate. After July 1, 2003, all in-house counsel in Virginia will have to be a regularly admitted active member of the Virginia State Bar or must have a corporate counsel certificate.


The Task Force will present the proposed rule to the Virginia State Bar Council in February 2002, and, if approved, the proposed rule will be presented to the Virginia Supreme Court in April 2002 for adoption.


The board discussed the details of the proposed rule. The sense of the board was that its adoption would be good for in-house counsel in Virginia. There was a discussion of how to publicize the rule (if adopted) to in-house counsel in Virginia who are not now members of the Virginia State Bar and therefore will be affected by the rule.


The board thanked Cathy and David for their hard work as members of the Task Force and commended the results of their efforts.



(2) George Mason Liaison — Cathy and David described their discussions with officials at George Mason Law School about ways to strengthen ties between the section and the law school. The board discussed a number of possible programs. David agreed to contact the law schools around the state and find out what mentoring programs are now available to law students interested in in-house practice. David will then write an article for the section newsletter about such mentoring programs so that section members will be aware of the programs.


New Business.


(1) Law School Writing Competition — Eileen reported that the flyers advertising the competition have been or soon will be delivered to all Virginia law schools. The submission deadline is March 15, 2002. Eileen, Cathy and Scott will read and judge the submissions, and Greg, Dan and Edythe agreed to help with judging, if necessary.


(2) CLE Program — Darragh reported on the results of her efforts with regard to the CLE program that the section will sponsor at the VSB Annual Meeting in June 2002. Darragh has had conversations with her CLE counterpart in the Litigation Section, but she does not think it will be possible for the two sections to find a mutually agreeable topic this year. Accordingly, Darragh recommended that the section sponsor its own CLE program focusing on (i) new UCC Article 9, (ii) e-sign legislation, and (iii) how to hire employees from declining companies and how to protect one’s own employees. Darragh will circulate a more detailed, written proposal to the board. She also will see if the Business Law Section would be interested sponsoring a CLE program with the section.


(3) Web Site Manager — Eileen will serve as Web site manager this year. Caryn Persinger at the VSB will maintain and revise the Web site as requested.


(4) May Luncheon Coordinator — Scott will coordinate the May section luncheons in NOVA, Richmond and Tidewater. Greg will help coordinate the Tidewater luncheon, and Philip will help coordinate the Richmond luncheon. Philip reported that last year’s Richmond luncheon was held with the Richmond Bar Corporate Counsel Section and that he would like to arrange that again this year.


(5) Newsletter — Greg reported that the fall issue of the newsletter should be out by the end of December and the deadline for article submission for the winter issue is February 1, 2002. Greg said we may have to look for a new desktop publisher for the newsletter.


(6) Virginia Lawyer Sponsorship — Cathy asked the board whether they would be interested in having the section sponsor an issue of the Virginia Lawyer in 2002-2003 or 2003-2004. The section would have to submit four articles for publication. The sense of the board was that this is something the section should do. The section last sponsored an issue of the Virginia Lawyer in 1999-2000.


(7) Budget — The board will be asked to approve a budget for 2002-2003 at its next meeting. Dolly will circulate a proposed budget before the meeting.


(8) Award — Cathy asked the board to consider whether the section should give an annual award to an outstanding Virginia in-house lawyer. Dolly will research and distribute the criteria that other VSB sections have employed in giving similar awards.


Next Meeting. The next meeting of the board will be held on March 14, 2002 at 1:00 p.m. in the VSB office in Richmond.


Respectfully submitted,

Philip Hart