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Amended, restated and approved by the Board of Governors on August 4, 2025. Copyright © 2025 by The Virginia Bar Association. |
1.1 Expectations of Membership. The Virginia Bar Association (the “VBA” or the “Association”) is the independent voice of the Virginia lawyer, advancing the highest ideals of the profession through advocacy and volunteer service. VBA members are expected to support this mission and exhibit professionalism within their respective practice areas. 1.2 Classes of Members. The VBA shall have the following classes of members: (a) Regular Membership. Regular membership shall be open to any active or associate member in good standing of the Virginia State Bar and any member in good standing of the bar of another state or the District of Columbia. (b) Life Membership. Life membership shall be open to any member of the VBA who has reached 70 years of age and been a member of the VBA for forty (40) years. Life members shall have the same voting rights and other privileges of regular members and no dues shall be required of them. (c) Judicial Membership. Judicial membership shall be open to the justices of the Supreme Court of Virginia, judges and magistrates serving in state or federal courts with jurisdiction in Virginia, and commissioners for agencies and commissions serving the Commonwealth of Virginia. Judicial membership is open to both active and retired members of the judiciary. No judicial member shall be an officer of the VBA, but judicial members shall have the same voting rights and other privileges as regular members. (d) Student Membership. Law school student membership shall be open to any student enrolled in an American Bar Association (ABA)-accredited school of law or program for reading the law in accordance with Virginia Board of Bar Examiners requirements. Student members shall not have voting rights and may have limited eligibility for certain membership benefits at the discretion of the Executive Director. 1.3 Admissions and Enrollment. All applications for membership shall be prepared in written form approved by the Board of Governors and shall be submitted to the VBA for verification of eligibility for membership in the Association. Upon such verification, the applicant shall be enrolled as a member of the VBA and shall be so notified. 1.4 Disciplinary Matters. No applicant whose license to practice has ever been suspended or revoked by the Virginia State Bar or whose membership has been suspended or terminated by the VBA shall be eligible for membership nor become a member, except upon the specific recommendation and approval of the Board of Governors. 1.5 Notification. The Executive Director or the appropriate VBA staff designee shall notify every applicant for membership of the action taken thereon. The names of those applicants who have been admitted to membership shall be periodically published in the format deemed most appropriate by the VBA. 1.6 Rejection and Appeal. Applications for membership that have been rejected shall not be considered further, except that an applicant may request in writing a hearing on an appeal to the Board of Governors upon notification by the Executive Director that such application has been rejected. Such notice would inform the applicant of the right to note an appeal to the Board of Governors within thirty (30) days of the receipt of the notice. 1.7 Hearing and Decision. If the applicant so rejected for membership consideration requests in writing a hearing on the appeal, the Board of Governors shall fix a time therefore not later than 90 days from the receipt of the request. The Board of Governors shall fix the procedure to be followed at the hearing and shall notify the applicant thereof. It shall announce its decision on the appeal within 30 days of the hearing, or within thirty (30) days of the appeal if no hearing is requested. A majority of the Board of Governors shall constitute a quorum for all purposes of the appeal. 1.8 Dues. The annual dues for members, including section dues, shall be established by the Board of Governors, which may set dues at varying levels for different classes of membership or subcategories within a membership class (e.g., Regular Membership – Government Attorney). No dues shall be required for those who qualify for life membership. 1.9 Collection of Dues. Dues shall be payable to the VBA on an annual basis. The Executive Director of the VBA shall have the discretion to establish an annual dues deadline and a reasonable grace period for renewing members who do not pay their dues on time.
ARTICLE TWO 2.1 Meetings. The meetings of the VBA shall be as follows: (a) Regular. There shall be an Annual Meeting and a Summer Meeting of the members of the VBA, each to convene at such time and place as may be determined by the Board of Governors and set forth in the notice or program of the meeting communicated to the members, unless the Board of Governors directs that the additional regular meeting in any year shall not be held. 2.2 Voting. Each member of the VBA shall have one vote on each question presented for vote of the members without regard to their class of membership. 2.3 Quorum. The presence of twenty-five (25) members of the VBA having voting rights shall constitute a quorum at any meeting. Except as otherwise specifically required by law, the vote of a majority of such members present at any meeting, provided that those present constitute a quorum, shall be necessary for the adoption of any matter voted upon.
ARTICLE THREE 3.1 Powers and Duties. The affairs of the VBA shall be managed by the Board of Governors, and it shall have all the powers and duties conferred upon it by these bylaws or conferred upon boards of directors under the Virginia Nonstock Corporation Act as in effect. All funds of the VBA shall be disbursed as provided in the budget to be adopted by the Board of Governors for each year or as specially authorized by the Board of Governors. The Board of Governors shall meet, not less frequently than four times each year, at such times and places as it may designate. 3.2 Number and Election. The Board of Governors shall be composed of the President, the President-Elect, the Immediate Past President, the Chair of the Law Practice Management Division, the Chair and Chair-Elect of the Young Lawyers Division, the Chair of the Board of Governors and other elected and appointed members as set forth herein. (a) Elected Board Members. Six members, other than ex-officio members, shall be elected as regional representatives to the Board of Governors, one such member being elected from each of the six geographic regions of the Commonwealth (each a “Regional Member”). Two Regional Members and two At-Large Members shall be elected for a three-year term at each Annual Meeting of the members of the VBA from among the nominees of the Governance Committee and any additional nominations in writing delivered to the Executive Director not less than forty-five (45) days before such Annual Meeting, each to serve from the time of such person’s election and until the adjournment of the third Annual Meeting following the Annual Meeting at which such person is elected and until such person’s successor is elected and takes office. For the purpose of the election of Regional Members of the Board of Governors, the Commonwealth of Virginia shall be divided into the following geographic regions: (1) Tidewater (first, second, third, fourth, fifth, seventh and eighth judicial circuits); (2) Southside (sixth, tenth, eleventh, twenty-first, twenty-second and twenty-fourth judicial circuits); (3) Capital (ninth, twelfth, thirteenth, fourteenth and fifteenth judicial circuits); (4) Potomac (seventeenth, eighteenth, nineteenth and thirty-first judicial circuits); (5) Blue Ridge (sixteenth, twentieth, twenty-fifth and twenty-sixth judicial circuits); and (6) Southwest (twenty-third, twenty-seventh, twenty-eighth, twenty-ninth and thirtieth judicial circuits). (b) Appointed Representative Board Members. The Board of Governors may from time to time appoint a Judicial Member, a Legislative Member, a Government Attorney Member, and/or a Law School Faculty Member from a school of law in the Commonwealth of Virginia, each to serve a term of one year, which may be extended at the discretion of the Board of Governors. (c) Ex Officio Members. The General Counsel shall participate as non-voting member of the Board of Governors as the Board of Governors may direct. 3.3 Chair of Board of Governors. (a) Election Process. At a meeting of the Board of Governors convened after the Summer Meeting, the Board of Governors shall elect a Chair-Elect to take office at the next Annual Meeting. To be eligible for election as Chair-Elect, an individual must be an elected member of the Board who has, at the time of such person’s election as Chair-Elect, served at least one full year of such person’s elected Board term. Unless the President establishes otherwise, candidates for Chair-Elect must identify themselves to the President within thirty (30) days after the Summer Meeting. If multiple candidates are interested, the President shall establish a fair and equitable process for carrying out an election, which shall include an opportunity for candidates to communicate their positions to the Board and for Board members to communicate with the candidates. (b) Service and Responsibilities. The Chair shall serve from the adjournment of the Annual Meeting immediately after the Chair’s election until the adjournment of the Annual Meeting the following year. The Chair shall preside at all meetings of the Board of Governors or, if the Chair is absent, the President-Elect shall preside, and in the absence of the Chair and the President-Elect, the President shall preside. The Chair also shall have the duties and perform the functions set forth in Subparagraph 5.1(c) of Article V below. Vacancies in the office of Chair shall be filled as provided for in Paragraph 5.2 of Article V below. 3.4 Voting. Each voting member of the Board of Governors as defined in Paragraph 3.2 of this Article shall have one vote on all matters before the Board of Governors. A majority of such members shall constitute a quorum at any meeting, and the vote of a majority of those present at any meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon. This provision shall not prevent matters being considered, voted upon and acted upon by telephone, mail or e-mail ballot where such method has been determined to be necessary or to be the most expedient method under the circumstances. In the event that the Chair of the Law Practice Management Division is unable to attend a meeting of the Board of Governors, the Chair-Elect of the Division may attend, vote, and fully participate at such meeting in lieu of the Chair of the Division. 3.5 Standing Committees of the Board of Governors. (a) Standing Committees. There shall be the following Standing Committees of the Board of Governors, which shall have ongoing responsibility to monitor for the Board of Governors the functional areas designated below and to develop and provide to the Board of Governors recommendations in those areas, subject to the overall guidance and direction of the Board of Governors. (i) Executive Committee. This Committee is composed of the President, Immediate Past President, President-Elect, the Chair of the Board of Governors, the Secretary (the “officers”), the Chair of the Young Lawyers Division, and the Chair-Elect of the Young Lawyers Division. Other staff as the President deems appropriate shall attend the meeting as nonvoting ex officio members. The President shall chair the Executive Committee. The Executive Committee shall have responsibility for addressing personnel issues brought before it by the Executive Director, engaging in planning and oversight of planning implementation. The Executive Committee shall have all the authority of the Board of Governors between meetings thereof subject to the limitations set forth in Section 13.1-869 of the Code of Virginia, as amended. (ii) Audit & Finance Committee. This Committee, chaired by the President-Elect, shall have responsibility for review of the budget, organizational audit and financial development issues, and oversight of the budgeting, keeping of books of record and account, collection, audit, tax returns and disbursements of the funds of the VBA. (iii) Legislative Committee. This Committee shall have responsibility, in concert with the President, the Executive Director and the VBA’s lobbying consultants, for legislative policy development, liaison with the VBA’s Sections, Committees, and other working groups on legislative policy issues, developing and maintaining relationships with the General Assembly and the Commonwealth’s Executive Branch, and lobbying on behalf of the VBA. (iv) Governance Committee. This committee is responsible for cultivating potential leadership for the VBA, providing recommendations to the President regarding leadership appointments, promoting inclusion, diversity and geographic dispersion among leadership candidates, and identifying members of the VBA to be nominated as proposed candidates for the Board of Governors. The Governance Committee is further charged with developing and recommending appropriate criteria and responsibilities for Board membership and arranging for the orientation and continuing education of Board members. There shall be 12 members of the Governance Committee:
The Immediate Past President shall serve as chair of the Governance Committee. A notice requesting suggestions as to nominees to the Board of Governors shall be sent to the membership of the VBA or published on the VBA website by June 1 of each year. The Governance Committee shall develop and present to the Board of Governors a slate of proposed nominees for open Board of Governors positions prior to the Fall Board of Governors meeting. The slate of nominees shall be developed in such a way as to ensure that the composition of the Board of Governors conforms to the requirements of Paragraph 3.2 of this Article. The Board of Governors shall consider and vote on approving the nominees for open Board of Governors positions at its Fall meeting. The slate of nominees approved by the Board of Governors shall be presented to the membership of the VBA and voted on at the Annual Meeting of the members of the VBA. (v) Committee on Diversity, Equity and Inclusion. The committee shall be appointed each year by the President for the purpose of promoting and cultivating a diverse and inclusive association. Its mission shall be to elevate the necessity of inclusion in the legal profession and the VBA, through support, education, and resources. It shall operate with a vision of making the VBA a bar reflective of Virginia’s entire legal community. (b) Appointment of Members. The President each year shall appoint the members of all Standing and Special Board committees and other committees as designated by the VBA Board, and the appointed members of the Governance Committee. (c) Committee Business. Decisions of all Committees of the Board of Governors shall be made by majority vote of those Committee members voting. A majority of the members of the Committee shall constitute a quorum for conducting Committee business. Committees of the Board of Governors may not take actions that bind either the Board of Governors or the VBA without the express direction of the Board of Governors.
4.1 Officer Terms and Election. The officers of the VBA shall be the President, the President-Elect, the Chair of the Board of Governors, Secretary, and the Immediate Past President, and such other officers as may be provided for in these Bylaws. The term of the President shall commence at the adjournment of the Annual Meeting of the members of the VBA next following the meeting at which such person was elected President-Elect and shall expire at the adjournment of the next succeeding Annual Meeting, when such person shall become Immediate Past President to serve as such for the term ending at the adjournment of the Annual Meeting next following the Annual Meeting at which such person’s term as President expired. A President-Elect shall be elected at the Annual Meeting in each year (subject to the provisions of Paragraph 5.2 of this Article below), from the slate of nominees approved by the Board of Governors and any additional nominations in writing delivered to the Secretary not less than forty-five days (45) before such Annual Meeting. The term of the President-Elect shall commence at the adjournment of the Annual Meeting at which such person was elected. At the adjournment of the next succeeding Annual Meeting, such person shall become President. The Chair of the Board of Governors shall be elected in the manner, and shall serve the term, provided for in Paragraph 3.3 of Article Three above. The Executive Director will serve in the role of Secretary and such person will be elected at the first Annual Meeting following such person’s hiring by the Board of Governors. (a) President. The President of the VBA shall perform all duties imposed upon the President by these Bylaws and generally imposed by law. The President shall preside at all meetings of the members of the VBA, except that the President may from time to time designate the President-Elect or another officer or some other person to preside temporarily in the President’s stead. Unless otherwise provided by resolution of the Board of Governors, the President shall be responsible for the program at each meeting of the members, but the President may delegate this function in whole or in part to committees appointed for that purpose. (b) President-Elect. The President-Elect shall, during the absence or disability of the President, have all the duties and perform all the functions of the President. The President-Elect also shall serve as the Chair of the Audit & Finance Committee. (i) to keep or supervise the keeping of the minutes of the meetings of the members and Board of Governors and of all other proceedings of which a record may be ordered by the members or Board of Governors, and to preserve or supervise the preservation of the minutes and other records of the VBA, and to authenticate such records as necessary; (ii) to report to the Board of Governors at each quarterly meeting upon such person’s activities as Chair of the Board of Governors; (iii) to supervise the keeping of the seal of the VBA; and (iv) to perform all customary duties incident to the positions of Chair of the Board of Governors and all acts required by the Board of Governors within the reasonable scope of the Chair of the Board of Governor’s office. (d) Secretary. The Secretary shall also be the Executive Director and shall keep or supervise the keeping of the minutes of the meetings of the members and Board of Governors and of all other proceedings of which a record may be ordered by the members or Board of Governors, and to preserve or supervise the preservation of the minutes and other records of the VBA, and to authenticate such records as necessary. If the person serving as the Executive Director is no longer employed by the VBA, the termination or resignation of employment of that person shall also end that person’s term as Secretary of the Board of Governors. The President shall appoint the new person serving as Executive Director as the Secretary of the Board of Governors until the next Annual Meeting. The Board of Governors may appoint, as a non-voting officer, an employee of the VBA to assist the Chair of the Board of Governors in carrying out these duties. 4.2 Vacancies in Office. In case of a vacancy in any office except that of President, President-Elect, Immediate Past President, or Chair of the Board of Governors, it may be filled by appointment by the President. A vacancy in the office of President may be filled by the President-Elect or, if the President-Elect is not available, by a member appointed by the Board of Governors. If, at any Annual Meeting, the President-Elect is not available to succeed the President, both the President and the President-Elect may be elected at such Annual Meeting. In case of a vacancy in the office of Chair of the Board of Governors, it may be filled by election of the Board of Governors. In case of a vacancy in the Board of Governors, it may be filled by appointment by the Board of Governors, provided that any person so appointed may hold office until the adjournment of the next succeeding Annual Meeting of the members of the VBA, at which meeting a person may be elected to fill the unexpired term. In case of a vacancy in any committee of the Board of Governors other than the Executive Committee, it may be filled by appointment of the President. 4.3 Executive Director. (a) Employment. The Board of Governors may employ an Executive Director who shall be the VBA’s chief executive officer and shall be charged with day-to-day supervision of the administrative activities of the VBA. The Executive Director will also serve as Secretary to the Board of Governors. Compensation for such Executive Director shall be established by the Board of Governors and may be changed from time to time by the Board of Governors. The Board of Governors may delegate this responsibility to the Executive Committee. (b) Duties. The Executive Director shall be charged with the following duties: (i) supervise all staff personnel of the VBA; (ii) conduct the correspondence of the VBA; (iii) keep a roll of the members, officers, and committees of the VBA, to receive and review all applications for membership; to take those steps necessary to verify eligibility for membership; and to notify new members of their admission to membership; (iv) under the direction of the President, send the members notices or programs of all meetings of the VBA and, in case of a special meeting, add a brief note of the object thereof; (v) under the direction of the Chair of the Audit & Finance Committee, collect the funds of the VBA and, under the direction of the Board of Governors, disburse, deposit or invest such funds; (vi) under the direction of the Chair of the Audit & Finance Committee, keep true books of record and account, which shall be open at all times to the inspection of any member of the Board of Governors; (vii) report to the Board of Governors, whenever required, upon the financial condition and results of the operations of the VBA; (viii) report to the Board of Governors (a) the audited receipts and disbursements of the preceding year, suitably classified (b) all outstanding obligations of the VBA, and (c) a budget estimate of the resources and probable expenses for the coming year and giving any suggestions the Executive Director may think proper to make; and (ix) perform such other and further duties as may be required by the Board of Governors. (c) Bonding. The Executive Director shall be bonded for the faithful performance of the Executive Director’s duties with such surety and in such penalty as may be approved by the Board of Governors. 4.4 General Counsel. The President, in consultation with the Executive Director, and subject to confirmation by the Board of Governors, may appoint a General Counsel to the Association who shall advise the officers, the Board of Directors, the Executive Committee, and the Executive Director on legal matters affecting the VBA and the VBA Foundation. The terms and limitations of the General Counsel’s engagement shall be set forth in a letter agreement executed by the President and the General Counsel. The General Counsel shall be a former member of the Board of Governors who has not served as President of the Association. The General Counsel’s term shall expire at the time of the third Annual Meeting following the General Counsel’s confirmation, but may be terminated at any time earlier by the resignation of the General Counsel or by the President’s appointment of a new General Counsel. The General Counsel shall not serve more than one term.
ARTICLE FIVE 5.1 Regular Committees and Councils. Regular committees and councils of the VBA shall be established by resolution of the Board of Governors, and an updated list of such committees and councils shall be maintained by the Executive Director. These committees and councils shall be reviewed annually by the Board of Governors to determine their continued usefulness, and any change in such committees and councils adopted by the Board of Governors shall be incorporated into the list maintained by the Executive Director. 5.2 Special Committees, Councils and Task Forces. There shall be such special committees, councils or task forces of the VBA as may be designated by resolution of the members or by the Board of Governors or by the President and an updated list shall be maintained by the Executive Director. This list shall be reviewed annually by the Board of Governors, to determine their continued usefulness, and any changes adopted by the Board of Governors shall be incorporated into the list maintained by the Executive Director. 5.3 Composition of Committees, Councils and Task Forces. The President of the VBA shall have the power to appoint or remove the members of committees, councils and task forces established by the Board of Governors or by the President, and to fix the terms of such members and to designate a chair of each, as determined by the President to be in the best interests of the VBA. The President may appoint, as a non-voting member of any such special committee, council or task force, persons as consultants or in any other capacity even though such persons are not members of the VBA. 5.4 Matters Relating to Committees, Councils and Task Forces. (a) Organization and Conduct of Business. Each committee, council and task force shall organize immediately upon its appointment or as soon thereafter as practicable. It may adopt regulations for its governance and proceedings, not inconsistent with these Bylaws, subject to the approval of and revision by the Board of Governors. It shall meet as often as may be required for the dispatch of its business. It shall be the duty of the Chair or the Secretary of to keep full and accurate minutes of each meeting, and under direction of the Chair to conduct its correspondence. Meetings may be conducted using any means of communication by which all members participating may simultaneously communicate with each other during the meeting. Any member participating in a meeting by this means is deemed to be present at the meeting. Each committee, council or task force may, by written or electronic correspondence consider and vote upon any matter that might properly come before it in a meeting. (b) Duties and Objectives. Each committee, council and task force shall seek to foster the interest of members of the VBA in matters within its purview, not otherwise assigned by the Board of Governors or the President to another committee, council or task force, and shall bring to the attention of the Board of Governors or President changes and developments in the area of its responsibility. From time to time, it shall make recommendations to the Board of Governors or President for such action as it may deem appropriate. (c) Assignment of Specific Responsibilities. The President or the Board of Governors may assign committees, councils or any task force specific subjects for study and recommendation, including legislative matters, studies, white papers and requests from third parties. 5.5 Divisions. (a) Young Lawyers Division. There shall be a Young Lawyers Division (“YLD”), which shall have the purposes of conference, discussion, and exchange of ideas to promote the interests of newer licensed members of the Bar throughout the Commonwealth in the activities of the VBA. Members of the VBA age 40 and younger, VBA members over age 40 admitted to their first Bar less than five years earlier, and law student members of the VBA will be automatically enrolled as members of the YLD. The YLD shall meet in conjunction with each meeting of the members of the VBA, but not during such hours as the VBA meeting may be in general session, and shall have such other meetings as may be prescribed in the Bylaws of the YLD or called pursuant to authority contained in its Bylaws. (b) Law Practice Management Division. There shall be a Law Practice Management Division (“LPMD”), which shall have the purposes of developing, evaluating, and communicating various tools of law practice management as well as identifying and developing various resources to educate the membership in the delivery of legal services in a competent, professional, and ethical manner in ways that are also cost-efficient for the client, profitable for the professional, and that enhance the professionalism and the quality of life for attorneys and others involved in the legal profession. All members of the VBA shall be enrolled as members of the LPMD. The LPMD shall meet in conjunction with each meeting of the members of the VBA, but not during such hours as the VBA meeting may be in general session, and shall have such other meetings as may be prescribed in the Bylaws of the Division or called pursuant to authority contained in its Bylaws. (c) Other Divisions. The Board of Governors may authorize by resolution the creation from time to time of other Divisions of the VBA, and an updated list of all VBA Divisions shall be maintained by the Executive Director. These Divisions shall be reviewed annually by the Board of Governors to determine their continued usefulness, and any change in such Divisions adopted by the Board of Governors shall be incorporated into the list maintained by the Executive Director. (d) Membership. Divisions of the VBA created by Board of Governors resolution pursuant to Subparagraph 6.7(c) of this Article shall have the membership stated in such resolution. (e) Bylaws. Each Division shall adopt Bylaws prescribing the procedure for electing officers, members of the governing council of the Division, and other matters pertaining to the operations of the Division, all in a form to be approved by the Board of Governors of the VBA. 5.6 Substantive Law Sections. (a) Creation. The Board of Governors may authorize by resolution the creation from time to time of Sections in various areas of substantive fields of law, and an updated list of such Sections shall be maintained by the Executive Director. These Sections shall be reviewed annually by the Board of Governors to determine their continued usefulness, and any change in such Sections adopted by the Board of Governors shall be incorporated into the list maintained by the Executive Director. (b) Membership. Sections of the VBA created by resolution of the Board of Governors pursuant to Subparagraph 6.6(a) of this Article shall be open to all members of the VBA. 5.7 Matters Relating to All Divisions and Substantive Law Sections. (a) Organization and Conduct of Business. Each Division/Section shall organize immediately upon its appointment or as soon thereafter as practicable. It may adopt regulations for its government and proceedings, not inconsistent with these Bylaws, subject to the approval of and revision by the Board of Governors. It shall meet as often as may be required for the dispatch of the Division/Section’s business. It shall be the duty of the Chair or Secretary of each Division/Section to keep full and accurate minutes of each meeting of the Division/Section and under direction of the Chair to conduct its correspondence. Each Division/Section may, by correspondence, consider and vote upon any matter that might properly come before it in meeting. Each Division/Section shall submit a written annual report to the VBA following each Annual Meeting of the members of the VBA. (b) Duties and Objectives. Each Division/Section shall seek to foster the interest of members of the VBA in matters within its purview, not otherwise assigned by the Board of Governors or the President to another Division/Section and bring to the attention of the VBA changes and developments in the area of such Division/Section’s responsibility. From time to time, it shall make recommendations to the VBA for such action as it may deem appropriate. Divisions/Sections having responsibility with respect to areas of substantive law shall scrutinize carefully proposed changes in State and Federal law that are of significant interest to the legal profession (in the area of concern of the Division/Section), encourage and promote such as appear to be beneficial, and recommend opposition, as far as practicable, of all such as appear to be hasty or ill-advised, and shall consider and recommend to the VBA such amendments of the law and of judicial procedure as will facilitate the administration of justice. (c) Assignment of Specific Responsibilities. The President or the Board of Governors may assign to such Division/Section or Divisions/Sections as may be deemed appropriate specific subjects for study and recommendation. Additionally, the Divisions/Sections shall be a source or review of proposed or pending legislation, rule changes, studies and hearings for the General Assembly, agencies or other branches of the government. Notwithstanding any of these duties, the Division/Section may not speak for the VBA without approval and consent of the VBA Board of Governors. 5.8 Limitation of Authority. Committees, Sections, Divisions, and other working groups of the Association may not take actions that bind either the Board of Governors or the VBA without the express direction of the Board of Governors.
ARTICLE SIX 6.1 Resignation. Any member in good standing may resign upon the payment of all dues and charges to the VBA, including annual dues for the current year in which resignation is tendered, provided that a resignation received prior to May 1 of any year be accepted without payment of the then current year’s dues and be effective on December 31, preceding, if all dues up to such December 31 have been or are paid. 6.2 Suspension by the Board of Governors. Misconduct by a member in the member’s relations with the VBA or the member’s profession, as determined by the affirmative vote of a majority of the members of the Board of Governors, shall result in suspension from membership in the VBA subject to the member’s right to petition for discretionary reconsideration by the Board of Governors. The Executive Director shall give prompt notice of any such suspension to the suspended member by certified mail with return receipt and to the Board of Governors. Such notice shall inform the suspended member of the member’s right to petition for discretionary reconsideration by the Board of Governors within 30 days of receipt of the notice and also that suspension will, after 30 days, become expulsion unless a petition for discretionary reconsideration is filed and membership is restored by the affirmative vote of a majority of the membership of the Board of Governors based on such reconsideration. 6.3 Suspension by Membership. Notwithstanding the foregoing, a member of the VBA may be suspended from membership by a majority vote of the membership of the VBA present at any meeting of the membership on motion of any member of the VBA for misconduct in the member’s relations with the VBA or the member’s profession, provided such member has been given 30 days’ written notice by certified mail, by the Executive Director, that such motion shall be made, and the Executive Director shall give such a 30 days’ notice upon timely receipt of notice from a member that such motion will be presented at a designated membership meeting.
7.1 Representative to the House of Delegates of the American Bar Association. A representative(s) of the VBA to the House of Delegates of the American Bar Association shall be elected at a meeting of the Board of Governors to serve a term of office as set forth by the ABA for delegates. Such representative shall from time to time report to the Board of Governors, bringing to the attention of the VBA, its officers and appropriate committees, the activities and matters that pertain to or appear to be of interest to them, and such representative shall generally undertake to effectuate and promote cooperation between the VBA and the American Bar Association. 7.2 Maintaining of Annual Reports, Addresses and Papers. All reports and all proceedings at each regular meeting contained in the minutes of the VBA, all annual reports of the committees, sections, and divisions, and all other matters deemed appropriate by the Executive Director with the concurrence of the Board of Governors shall be maintained in the records of the VBA as required by the VBA’s record retention policy. 7.3 Fiscal Year. The fiscal year of the VBA shall begin January 1 and end on December 31 of the same year, and each reference herein to a “year” of the VBA shall be deemed to refer to the fiscal year, unless the context otherwise requires. 7.4 Indemnification. (a) Defined Terms. In this section (i) “applicant” means the person seeking indemnification pursuant to this section; (b) Liability. In any proceeding brought by or in the right of the VBA or brought by or on behalf of members or employees of the VBA, no Director, Officer or Board of Governors member of the VBA or any Trustee of any employee benefit plan of the VBA (including, without limitation, “The Virginia Bar Association Simple 401K Plan,” sometimes referred to in these bylaws as the “VBA 401K Plan”) shall be liable to the VBA, its members or its employees for monetary damages with respect to any transaction, occurrence or course of conduct, whether before or after the effective date of this section, except for liability resulting from such person’s having engaged in willful misconduct or a knowing violation of the criminal law. (c) Indemnity. The VBA shall indemnify any person who was or is a party to any proceeding, including a proceeding brought by the member in the right of the VBA or brought by or on behalf of members or employees of the VBA, by reason of the fact that such person is or was a Director, Officer or Board of Governors member of the VBA, or any Director, Officer, Board of Governors member or member of the VBA who is or was serving at the request of the VBA as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan (including, without limitation, the VBA 401K Plan) or other enterprise, against any liability incurred by such person in connection with such proceeding unless such person engaged in willful misconduct or a knowing violation of the criminal law. A person is considered to be serving an employee benefit plan at the VBA’s request if such person’s duties to the VBA also impose duties on, or otherwise involve services by, such person to the plan or to participants in, or beneficiaries of, the plan. The Board of Governors of the VBA is hereby empowered, by a majority vote of a quorum of its members, to enter into a contract to indemnify any Director, Officer, Board of Governors member or other party in respect of any proceedings arising from any act or omission, whether occurring before or after the execution of such contract. (d) Applicability. The provisions of this section shall be applicable to all proceedings commenced after the adoption of this section by the Board of Governors of the VBA arising from any act or omission, whether occurring before or after such adoption. No amendment or repeal of this section shall have any effect on the rights provided under this section with respect to any act or omission occurring prior to such amendment or repeal. The VBA shall promptly take all such actions, and make all such determinations, as shall be necessary or appropriate to comply with its obligation to make any indemnity under this section and shall promptly pay or reimburse all reasonable expenses, including attorneys’ fees, incurred by any party in connection with such actions and determinations or proceedings of any kind arising therefrom. (e) Nolo Contendere. The termination of any proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the applicant did not meet the standard of conduct described in this section. (f) Determinations. Any indemnification under this section (unless ordered by a court) shall be made by the VBA only as authorized in the specific case upon a determination that indemnification of the applicant is proper in the circumstances because the applicant has met the applicable standard of conduct set forth above. The determination shall be made: (i) by the Board of Governors by a majority vote of a quorum consisting of its members at the time not parties to the proceeding; (1) selected by the Board of Governors or such committee in the manner prescribed above; or (g) Expenses. Any evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is appropriate. The VBA shall pay for or reimburse the reasonable expenses incurred by any applicant who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under this section above if the applicant furnishes the VBA with: (i) a written statement of the applicant’s good faith belief that the applicant has met the standard of conduct described in this section; and (ii) a written undertaking executed personally or on the applicant’s behalf, to repay the advance if it is ultimately determined that the applicant did not meet such standard of conduct. The undertaking required above shall be an unlimited general obligation of the applicant but need not be secured and may be accepted without reference to financial ability to make repayment. Authorization of payments under this section shall be made by the persons specified in Subparagraph 8.4(f) of this Article. (h) Special Legal Counsel. Notwithstanding the foregoing, in the event that there has been a change in the composition of a majority of the Board of Governors after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to this section shall be made by special legal counsel agreed upon by the Board of Governors and the applicant. If the Board of Governors and the applicant are unable to agree upon such special legal counsel, then the Board of Governors and the applicant each shall select a nominee, and the nominees shall select such special legal counsel. (i) Other Indemnities. The Board of Governors is hereby empowered, by majority vote of a quorum, that cause the VBA to indemnify or contract to indemnify any person not specified in this section above, who was, is or may become a party to any proceeding by reason of the fact that such person is or was an employee or agent of the VBA or is or was serving at the request of the VBA as Director, Officer, Trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan (including, without limitation, the VBA 401K Plan) or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in paragraph ‘c’ of this section. The provisions of Subparagraphs 8.4(d) through (l) of this Article shall be applicable to any indemnification provided pursuant to this Subparagraph 8.4(l) of this Article. (j) Insurance. The VBA shall purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this section and may also procure insurance, in such amounts as the Board of Governors may determine, on behalf of any person who is or was a Director, Officer, employee or agent of the VBA, or is or was serving at the request of the VBA as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan (including, without limitation, the VBA 401K Plan) or other enterprise, against any liability asserted against or incurred by such person in any such capacity or arising from such person’s status as such, whether or not the VBA would have power to indemnify such person against such liability under the provisions of this Paragraph 8.4 of this Article. (k) Interpretation; Non-Exclusivity. Every reference herein to directors, officers, employees or agents shall include former Directors, Officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred by this section on the VBA shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the VBA or others with respect to claims, issues or matters in relation to which the VBA would not have the power to indemnify such person under the provisions of this section. Such rights shall not prevent or restrict the power of the VBA to make or provide for any further indemnity, or provisions for determining entitlement to indemnity, pursuant to one or more indemnification agreements, bylaws, or other arrangements (including, without limitation, creation of trust funds or security interests funded by letters of credit or other means) approved by the Board of Governors (whether or not any Board of Governors members shall be a party to or beneficiary of any such agreements, bylaws or arrangements); provided, however, that any provision of such agreements, bylaws or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this section or applicable laws of the Commonwealth of Virginia. (l) Severability. Each provision of this section shall be severable, and an adverse determination as to any such provision shall in no way affect the validity of any other provision. The indemnification provided for in this section is in addition to, and not in limitation of, the provisions of Article VI of the VBA’s Articles of Amendment. 7.5 Conformity. Whenever appropriate in these Bylaws, the use of the singular herein shall be deemed to include the plural, and vice versa. 7.6 Amendment. These Bylaws may be amended by the Board of Governors at any duly called meeting of the Board of Governors.
Amended and Restated Bylaws approved by the VBA Board of Governors on August 4, 2025. Copyright © 2025 by The Virginia Bar Association. |
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