Virginia State Bar

An agency of the Supreme Court of Virginia

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Corporate Counsel

A Section of the Virginia State Bar.

Minutes March 03 BOG


VSB Corporate Counsel Section
Board of Governors


March 21, 2003


Present in Richmond Participating by Telephone Absent
Lorri Kleine, Chair Eileen Johnson, Secretary Edythe Katz
Philip Hart, Vice Chair Cathy Mayes, Immediate Past Chair Julie McClellan
Doug Callaway Darragh Davis Scott Snyder
Dolly Shaffner, VSB Liaison Kathy Kronau Greg Summy
  David Rosenfeld  


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 (“VSB”) offices.


Approval of Minutes. The Board approved the minutes from the December 11, 2002 meeting.


Membership Report. Dolly reported that the Section has 964 members, an increase of three from the last meeting.


Financial/Budget Report. Dolly distributed a written budget report showing a budget balance for the Section of $14,083.41. She commented that the budget looks good now given our planned expenditures for the year:


Writing competition prizes
Newsletter ($800/issue x 2 issues)
Luncheons ($500/location x 3)
Annual meeting speakers expenses
$ 500
Board dinner
$ 900


This leaves a balance of approximately $4,500 in reserves. David asked for a clarification of the new conference call system. Dolly explained that the cost of an 800 number teleconference is too high. Board members participating by conference call can elect to pay the cost of the call themselves or submit for reimbursement on a travel form.


Law School Writing Competition — Lorri reported that only four entries were received from three students. The Board discussed why we are not attracting more entries. Suggestions were made to be more explicit on the flyer and other means of announcing the contest that papers prepared for classes are acceptable, to consider changing the contest to the fall to give students time to write over the summer, to have the flyer professionally designed to make it more appealing and to personally contact professors of corporate law to encourage their students’ participation. David confirmed that the size of the prizes is in line with other local and regional writing competitions advertised at the law schools. Dolly offered to check with other sections that sponsor writing competitions to see if they are experiencing similar response rates. She will also check to see what the requirements are for their contests to see if we are being too restrictive in our requirements. Phil volunteered to work on a proposal for next year’s competition and report back to the Board in a few weeks with a goal of getting something out to the law schools this spring. For the current contest, Lorri and Cathy will be the judges and will make a decision in the near future. Eileen will serve as a judge in the event of a tie.


Virginia Lawyer — Lorri reported that she has received one article on employment law and has two or three people who have expressed interest in submitting an article. Darragh committed to providing an article on Sarbanes-Oxley’s application to privately held companies. Lorri will follow up with the other potential authors. The due date for the articles is late May or early June.


Section Newsletter — Lorri reported on Greg’s behalf that he will get the newsletter out shortly. Lorri needs to update her column due to the delay in publication.


Regional Luncheons — Dolly will mail the flyer out in the next few weeks. David reported that the Northern Virginia lunch will be at Clyde’s in Tysons Corner on May 22. Doug reported that the Richmond luncheon is also set for May 22 in conjunction with the Richmond Bar’s annual meeting. John Bates, the managing partner at McGuire Woods, will be speaking on the development of the Richmond waterfront. Greg is handling the Tidewater luncheon and the details are not known. The Board discussed increasing the member fee for the luncheon from $5 to $10 but decided to keep the fee at $5. Dolly will send David VSB nametags for the luncheon.


CLE Program — Darragh reported on the CLE program for the annual meeting which is scheduled at 8:45 a.m. on Friday, June 20, at the Cavalier Oceanfront Hotel. This showcase program is a joint presentation by the Education, Business, Tax, Criminal and Corporate Counsel sections. The title is “Corporate Meltdowns: Counsel in the Hot Seat” and it will focus on the ethical issues of corporate meltdowns. Full ethics credit will be given for the program. The speakers are lined up with Fred Krebs of ACCA speaking on behalf of corporate counsel.


Antitrust Forum — The Corporate Counsel Section will be co-hosting this on April 24. We provided mailing labels but they only mailed announcements to those members closest to Richmond. If the response rate does not improve, they may mail to those section members further away. We have not been asked to pay for postage yet for the mailing.


Task Force Report — Admission on Waiver of Corporate Counsel — Cathy reported that following the Board’s last meeting at which Tom Edmonds, VSB’s executive director, provided a report on the task force’s activities, a draft proposal for a two-tiered admissions system was circulated to the task force members. The proposal has been with Scott Street for two weeks now. The task force members are confused. They do not know if the task force has been disbanded or ignored. The Board discussed the process and how best the Section leadership could follow up. It was agreed that Cathy will call Scott Street as a member of the task force and Lorri will call Tom Edmonds as Section chair to see if either of them can find out where the proposal currently stands. Both will report back to the Board.


Trial Skills — Cathy reported that the film of this program would be made available to corporate counsel who want to do pro bono work but whose courtroom skills might be a little rusty. Copies will be made available to each Legal Aid Society and similar organizations that provide free or reduce priced legal services. Flyers will be sent to all bar associations and it will be advertised in our newsletter that copies of the video can be checked out from the VSB. Flyers will also be made for packets for the Virginia State Bar’s annual meeting. Dolly is to work with other VSB staff on the logistics. We may be able to show the video at the annual meeting.


Nominations — Lorri appointed a Nominating Committee of Cathy Mayes, David Rosenfeld and one other member not currently on the Board to be named later. Cathy is to serve as chair of the committee. They will contact all incumbents eligible for reelection to ascertain their willingness to serve again as well as any members who have not been attending meetings regularly. They will identify candidates for the one known vacancy (Cathy’s seat) as well as a slate of officer candidates. Anyone with recommendations for nominations should contact Cathy or David.


New Business — There were several items of new business.


1)      The Board agreed to reprise the continental breakfast for Section members at the annual meeting. Dolly will take care of this as well as insuring that there is appropriate signage in the hotel lobby directing Section members to the breakfast.


2)      David announced that the career forum at GMU was a great success and will be repeated next year. A report should appear in the newsletter.


3)      Lorri and Dolly will look for another location with a private room for the Board dinner since Le Chambord is not available.


There being no further business, the meeting was adjourned.


Respectfully submitted,

Eileen Johnson