Virginia State Bar

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Corporate Counsel

A Section of the Virginia State Bar.

Minutes Sept 03


VSB Corporate Counsel Section
Board of Governors

September 11, 2003


Present in Richmond
Participating by Telephone
Philip Hart, Chair
Eileen Johnson
Kathy Kronau
Edward Beck
Darragh Davis
Douglas Callaway
Edythe Katz
Jennifer McClellan
Scott Snyder
Greg Summy
Lorri Kleine
Dolly Shaffner , VSB Liasion
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 offices. Jim McCauley, VSB Ethics Counsel, was present for part of the meeting.


Approval of Minutes. Mr. Summy's motion to approve the minutes of the March 21 and June 20 meetings was adopted.


Membership Report. Ms. Shaffner reported that the section currently has 896 members which is down slightly from last year. She noted that all sections have had slight declines in recent years.


Financial/Budget Report. Ms. Shaffner reported that after payment of the 2003 annual meeting expenses, the section has budget funds remaining of $14,089.90. Around $4,000 was returned to Virginia's General Fund last year as an unused appropriation.


Amendment to the Rules of Court. Mr. McCauley addressed the Board to report on the new rule on corporate admissions. He has an article in the current issue of The Virginia Lawyer Register and he is seeking publicity on the new rule. Mr. Rosenfeld provided a summary of the State Bar committee's work on this issue. Both certification and registration give the State Bar information on attorneys practicing in-house and the nature of their practice. Mr. McCauley recalled that they tried to develop a "one size fits all" rule but the Virginia Supreme Court rejected that approach and created a two-tier system. Ms. Shaffner reported that the forms to apply for registration or certification are now available on-line. Although the rule does not go into effect until July 1, 2004, attorneys should begin the process now. In response to a question, Mr. McCauley replied that he is assuming that the general counsel of a corporation is an officer for the purpose of signing the application as the employer. He asked for assistance in publicizing the new rule. The Board brainstormed for a few minutes and agreed that Ms. Shaffner would send copies of the VSB press release to publications that are likely to be read by in-house counsel or human resources staff so that they can help spread the word to their in-house attorneys.

The Board then turned to the question of whether these attorneys can join the section. An attorney qualifying under Part I can join but it is unclear if Part II attorneys can join sections of the VSB since membership in the State Bar may be required for section membership. Ms. Shaffner commented that Part I attorneys have to take the professionalism course their first year and that a few more classes may need to be added. These attorneys also need to be sworn in by the Virginia Supreme Court in Richmond. Mr. Rosenfeld offered to write an article for the section newsletter on "next steps" for these attorneys in the next issue of the newsletter. Mr. McCauley offered to share information on the types of questions the State Bar is receiving on the rule. The Chair noted that the section should add a CLE program for new corporate counsel members.


Law School Writing Competition. The Chair stated that one goal for the year is to finally decide whether the section keeps the writing competition as it is or makes changes. Ms. Shaffner reported that the prizes awarded in this competition are larger than others in terms of dollars. The Board discussed whether participation could be improved by suggesting topics or changing the timing to the fall to take advantage of summer writing time. It was agreed to stick with the spring schedule this year and to add some topic suggestions while allowing other topics to be submitted. The competition will be advertised in October and November with the due date to be February 15.


Virginia Lawyer. The Chair thanked Mr. Summy and Ms. Kleine for authoring articles for the corporate counsel focus issue of the Virgina Lawyer.


Section Newsletter.The Chair reported that the newsletter was out and he thanked Mr. Rosenfeld for writing many of the articles and publishing the newsletter. He asked all members of the Board to author at least one article for the newsletter this year. Mr. Rosenfeld that some sections have lengthy newsletters published once a year while others have shorter but more frequent newsletters. After a brief discussion, the Board agreed that a schedule of three to four newsletters a year would be good with a format of short articles. Articles for the next issue are due to Mr. Rosenfeld on October 15.


Regional Spring Luncheons. After brief discussion, it was agreed to try to have all of the regional luncheons on Thursday, May 20, to coincide with the Richmond Bar Association's corporate counsel section annual luncheon.


Annual Meeting CLE. The Chair thanked Ms. Davis for a very successful CLE program in Virginia Beach. Someone needs to chair this year's CLE program. The topic is due in January and the list of speakers is due in March. This will be discussed further at the December meeting.


Web Site. The Chair solicited suggestions for any improvements or modifications to the section's web site. He asked all Board members to verify that the information on the site is correct. He would like the site to move to a "second generation" site in terms of appearance and functionality this year. Newsletters for the past two to three years will be posted but the most recent issues will be withheld for six months before posting. The three winning student essays each year will be posted.


Next Meeting.The next meeting is scheduled to be in Northern Virginia on December 11 at 1:00 p.m. at the VSB office in Alexandria. The Board discussed other potential locations as well as the possibility of hosting a "brown bag" CLE for local attorneys before the meeting. The Chair will work with Ms. Shaffner, Mr. Snyder and Mr. Rosenfeld on this.


Assignments. The Chair reviewed the assignments for the year:
· Mr. Rosenfeld will edit the newsletter.
· Mr. Callaway will host the Richmond luncheon. Mr. Beck, Mr. Snyder and Ms. McClellan will host the Northern Virginia luncheon. Ms. Kronau will host the Southwest Virginia luncheon. Mr. Summy will host the Tidewater luncheon.
· Ms. Johnson and Ms. Katz will work on the website.
· Ms. McClellan will ask Ms. Davis to assist her with the CLE program at Virginia Beach.
· Ms. Kleine and Mr. Summy will co-chair the writing competition.
· The Chair, Mr. Rosenfeld, Ms. Katz and Mr. Snyder will work on the CLE program for Northern Virginia.


Goals for the Year.The Chair identified these goals for the year:
· Publicizing the new rule on admission of corporate counsel;
· Solving the writing competition problem;
· Adding a CLE program to the CLE offered at the beach;
· Publishing three to four issues of the newsletter;
· Hosting the spring luncheons; and
· Holding the writing competition.

There being no other business, the meeting was adjourned at 2:55 p.m.


Respectfully submitted,

Darragh J. Davis
Board of Governors