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 Sept 02 BOG


VSB Corporate Counsel Section
Board of Governors


September 13 , 2002


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


(1) 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. Darragh, David and Greg participated by telephone.


2) Approval of Minutes. The Board approved the corrected minutes from the June 14, 2002 meeting.


3) Membership Report. Dolly reported that the Section has 924 members. Dolly asked the Board to consider offering free section membership to new members of the Virginia State Bar after their admission in October. This suggestion was approved.


4) Financial/Budget Report. Dolly distributed a written budget report. The report showed that, as of June 30, 2002, the Section had collected $17,975 and had a budget balance remaining of $1,852.29 which was turned back in to the VSB. The budget for 2002-2003 is $15,054.94. The Board reviewed the budget. The categories are “soft” in that funds can be moved between categories so long as the bottom line is not exceeded. (Since the budget was approved at the March 14, 2002 meeting, no further action was needed.) 


5) Task Force Report — Admission on Waiver of Corporate Counsel — Cathy and David reported that the Task Force has simplified the new rule after complaints by WMACCA and other corporate counsel. Admission on motion requirements will not change. However, if corporate counsel are certified and remain employed in Virginia for five years while certified, they will qualify for admission on motion. This exception will not be applied retroactively. An unresolved issue is the revocation of the corporate counsel certificate when a certified attorney loses employment. David offered to research this issue. Cathy noted that the rule as written would not help the people who wanted this rule in the first place. The Task Force will present the revised Proposed Rule to the Virginia State Bar Council in October. The expected implementation date is January 1, 2004. This will give the VSB one year to implement the new registry, publicize the requirement and get people registered. The Board discussed 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.


6) Law School Writing Competition — The Board discussed the goal of this program. The original goal was to develop material for publication in the newsletter. A secondary goal emerging in recent years is to develop relationships with the law schools. The Board also discussed innovative ways to publicize the competition. The submission deadline is March 14, 2003. Edythe and Lori will read and judge the submissions. Dolly will update the flyer. Eileen’s motion to allow Virginia residents attending law school out-of-state to compete was adopted. Proof of residence may be required for those students.


The Board agreed to take an unscheduled item of business, New Activities, out of order. Julie raised the question of how the Board can benefit both the section and law students. It was agreed to put this on the agenda for the December meeting. Board members are to circulate ideas for new activities by e-mail before then. The Board took the rest of the agenda out of order.


7) Virginia Lawyer Sponsorship — Lorri will be the contact for the June issue of the Virginia Lawyer. The Section will need to submit four articles for publication. The next newsletter will contain an invitation for entries to be submitted.


8) Newsletter — Greg reported that the Fall issue of the newsletter should be out by the end of the month. He reviewed the content for the upcoming issue and requested articles for future issues. The newsletter is published 2 to 3 times per year and is usually 8 or 12 pages. Articles of one to two pages are fine. Kathy and Julie left the meeting at this point.


9) Regional Luncheons — Greg, Kathy, David, Doug and Dolly were assigned to help with the May lunches. Kathy argued successfully in favor of dropping a Roanoke luncheon due to poor attendance last year. Greg will coordinate the Tidewater luncheon, David will coordinate the Northern Virginia luncheon, and Doug will coordinate the Richmond luncheon with the Richmond Bar Corporate Counsel Section. The date for all the luncheons will be confirmed at the December meeting, most likely to be May 15 or May 22.


10) CLE Program — Darragh suggested a tentative topic for the CLE program that the Section will sponsor at the VSB Annual Meeting in June 2003: the changing world of corporate governance. It was suggested that panelists for the June CLE program be invited to submit articles once they are identified. Phil will assist Darragh in looking for a co-sponsor and identifying speakers.


11) Web Site — Phil will serve as Web site manager this year. Any updates should be sent to Phil or to Caryn Persinger at The Web site should be updated by September 24. The Board agreed on future meeting dates to include on the calendar: Wednesday, December 11, 2002, at 1:00 p.m.and Friday, March 7, at 1:00 p.m.The VSB annual meeting will be June 18-21, 2003. The Board dinner will be on Thursday, June 19, and the CLE program will be the morning of Friday, June 20.


12) George Mason Law School Career Seminar — David reported on this program to be held on October 16 in conjunction with WMACCA. Corporate counsel speakers will represent the government, a large corporation, a small corporation, a nonprofit and an insurance company. The school is covering the cost of the program.


Lorri recapped the commitments from the meeting:

• Dolly is to reprint the writing competition flyer and have it posted on the Web site

• Doug is to contact a friend at the State Corporation Commission to investigate the possibility of a bill stuffer in corporate notices alerting corporate counsel to the certification program

• David is to check on the administrative suspension issues (if a certified attorney changes employment and their certification is suspended until such time as a new certificate is issued, will that suspension be published as a disciplinary action?)

• Phil and Darragh will work on the CLE proposal

• Phil will update the Web site.


There being no further business, the meeting was adjourned.



Respectfully submitted,

Eileen Johnson