Virginia State Bar

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Corporate Counsel

A Section of the Virginia State Bar.

Minutes DEC 02 BOG


VSB Corporate Counsel Section
Board of Governors

December 11, 2002


Present in Richmond Participating by Telephone Absent

Lorri Kleine, Chair

Eileen Johnson, Secretary

Kathy Kronau

Philip Hart, Vice Chair

Cathy Mayes, Immediate Past Chair

Julie McClellan

Doug Callaway

Darragh Davis


Dolly Shaffner, VSB Liaison

Edythe Katz



David Rosenfeld



Scott Snyder



Greg Summy



The Chair called the meeting of the Board of Governors (the “Board”) to order. The meeting was held in Richmond, Virginia at the Virginia State Bar offices.


Approval of Minutes. The Board approved the minutes from the September 13, 2002 meeting. 


Membership Report. Dolly reported that the Section has 961 members.


Financial/Budget Report. Dolly distributed a written budget report. The report showed that, as of October 31, 2002, the Section had $14,640.85. There was some concern over whether the spring luncheons are still in the sectionís budget. Dolly said that the Commonwealth’s budget reductions should be firm by the next meeting. The writing competition has already been advertised so it will not be cut. Phil suggested that the section ask for clarification on the budget situation from the Virginia State Bar.


Task Force Report. Admission on Waiver of Corporate Counsel — Tom Edmonds, VSB’s executive director, joined the meeting to provide a report on the task force’s recent activities. In November, the Virginia Supreme Court received the Task Force’s recommendation, adopted it and then vacated it approximately four days later. Richard Cullen of McGuire Woods, on behalf of several large corporate clients, had written to the Court and proposed an alternative two-tier system which would have eliminated the requirements for dues and CLE and did not accept the VSB’s regulatory authority over in-house counsel. The Task Force did not approve of the two-tier system. Due to time constraints, Bernard DiMuro, the VSB president, sent a letter to that effect to the Court without consulting with the members of the Task Force. Mr. Edmonds expects the Court to act on the rule or modify it later this week. He noted that ACCA, WMACCA and the state bar council all supported the Task Force’s proposal. David asked if there was anything the section could do at this time to help. Mr. Edmonds noted that the executive committee meets December 18 and January 7 and the section could present something to the executive committee at either of those meetings for inclusion in its further comments. David expressed concern that action was taken without advising the Task Force members or the Corporate Counsel Section board. Mr. Edmonds left the meeting at this point.

The board discussed whether it should take a position or any action on this matter and whether the section can even take any independent action. There was general agreement that it was too late for the section to submit any comments to the Virginia Supreme Court since they are likely to take action Friday morning. David moved that Lorri send a letter to Scott Street, Tom Edmonds and Ben DiMuro, confirming the Corporate Counsel Section’s continued interest in this issue and requesting timely notice of any action by the Supreme Court so we can continue to provide information to the section members and provide our perspective. The motion was seconded and discussed. Many members agreed that the letter should be from a Task Force member and not from the section chair since the section was never provided any direct updates before today. Greg’s motion to amend the motion on the floor to call for a telephone call instead of a letter was made and then withdrawn. On a roll call vote, the main motion was defeated 8 to 2. Greg renewed his motion that Lori call Tom Edmonds, thank him for giving a report at todayís meeting, ask him why the Task Force was not informed of developments and remind him of the section's continued interest in this issue. The motion was seconded and discussed. This motion passed on a voice vote. David abstained. Lori agreed to place the call.


Law School Writing Competition — David will be giving out the flyers on the writing competition with slices of pizza at George Mason University the second week of January. Lorri reported that flyers had been distributed to William and Mary, University of Virginia and Washington and Lee. She still needs to distribute flyers at the University of Richmond and Appalachian law schools. The announcement is or will soon be on the Web site. Kathy had suggested putting ads in the law school newspapers. Dolly confirmed that the section’s budget could handle that.


Virginia Lawyer Sponsor 2002-2003 — Lorri asked the board whether they wanted a central theme for the June issue. The general consensus was that a central theme would be too limiting. We need four articles for the issue. Lorri will be looking for articles in early January.


Section Newsletter — Greg reported that the fall issue of the newsletter is late due to articles being delayed. He needs to format it for the desktop publisher and then it will be ready.


Regional Luncheons — David reported that the Northern Virginia lunch will be at Clyde’s in Tysons Corner. He did not have any further information. Doug reported that the Richmond luncheon is tentatively set for May 22 in conjunction with the Richmond Barís annual meeting. Greg reported that the Tidewater luncheon is still being planned.


CLE Program — Darragh reported on the CLE program for the annual meeting. Judge Sargent, chair of the Education Committee, wanted to do a showcase program on the ramifications of the corporate “melt downs” of 2002. Several sections have been asked to cosponsor it. Darragh agreed on behalf of the Corporate Counsel Section. The program has emerged to be ethical implications for lawyers post the corporate melt down. Each sponsoring section has been asked to recommend a speaker and identify subjects for the speaker to address. They have a conference call scheduled for December 19 and Darragh solicited ideas before then. Cathy suggested Darragh contact Fred Krebs, executive director of ACCA, as a potential speaker or for recommendations for speakers. A discussion followed on potential topics.


Web Site — Phil provided an update on the Web site. Caryn Persinger has been updating parts of the site. He collected and submitted the minutes from the past five or six board meetings and the past two section meetings. He needs to add the newsletters. Dolly offered to request PDF files of past newsletters from the desktop publisher. Phil asked the board to review the listing of Governors and to notify him of any corrections. Writing competition winners from 2002 will be posted once they have been published in the newsletter. An announcement of the 2003 writing competition needs to be posted.


New Business — The Board decided to change the date of the next meeting from March 7 to March 6 at 1:00 p.m. to avoid vacation plans associated with spring break in some parts of Virginia.


There being no further business, the meeting was adjourned.


Respectfully submitted,

Eileen Johnson