Bylaws of the Virginia Beach Bar Association

As a cornerstone of our local legal community, the Virginia Beach Bar Association operates under a structured set of guidelines designed to promote justice, advance legal science, and support our members. To maintain transparency and ensure easy access for all regular, inactive, honorary, and student members, the full operational bylaws are published below.  

ARTICLE I: Name, Seal, and Offices

1. Name: The name of this Corporation is the Virginia Beach Bar Association.  

2. Seal: The seal of the Association shall be circular in form and shall bear on its outer edge the words "Virginia Beach Bar Association" and in the center the words and figures "Corporation Seal 1980 of Virginia". The Board of Directors may change the form of the seal or the inscription thereon at its pleasure.  

3. Offices: The principal office of the Association shall be at 2425 Nimmo Parkway, Room C0037, Municipal Center, Virginia Beach, Virginia. The Association may also have offices at such other places as the Board of Directors may from time to time appoint or the purposes of the Association may require.  

ARTICLE II: Purpose

The Association shall be operated exclusively for the following purposes:  

1. To aid in promotion of Justice and the advancement of Legal Science; to maintain and enhance the honor and uphold the ethical standards of the legal profession and to protect the public from abuse by those holding themselves to be versed in the knowledge of the law.  

2. To cultivate fellowship among the members; to enhance the continuing legal education of its members, and to cooperate with the City of Virginia Beach in assisting in maintaining and operating a law library for the benefit of its members, the judiciary, local governmental bodies and staff, and the public, under such rules and regulations as the City of Virginia Beach and the Association may from time to time prescribe; and  

3. To do all other things necessary and appropriate for the proper operation of a voluntary bar association, not required to be specifically stated in the Articles of Incorporation for this Corporation, for which non-stock corporations may be incorporated under Chapter Ten of Title 13.1, Code of Virginia.  

ARTICLE III: MEMBERSHIP, MEETINGS AND DUES

1. Definitions

The Association shall have members which shall be divided into four (4) classes designated respectively: "Regular," "Inactive," "Honorary" and "Student." Unless otherwise stated in these Bylaws, the term "Member(s)" or "member(s)" refers to all four classes defined herein.  

• Regular Member: Any person who is duly qualified to practice law in the Commonwealth of Virginia, who is a member in good standing of the Virginia State Bar, who is actively engaged in the practice of law in the Commonwealth of Virginia and who subscribes to the principles and objectives set forth in the Bylaws of this Association.  

• Inactive Members: Any person who has been a regular member of the Virginia Beach Bar Association but who has ceased the active practice of law and has changed his status with the Virginia State Bar to Associate status.  

• Honorary Members:

  • The Judges of the Courts of the Second Judicial Circuit, who serve full-time, and the Judges of any Federal Judicial District which includes the City of Virginia Beach.  

  • Any past president of the Association who has ceased the active practice of law.  

• Student Members: Any person who is presently enrolled in, and in good standing with any fully accredited law school in the Commonwealth of Virginia.  

  
  

2. Membership Eligibility and Application

• Any person meeting the definitions for Regular, Inactive, or Student Members are eligible for membership. Honorary members as defined in paragraph 1(c) of this article shall be members without further action.  

• Those persons eligible for and desiring membership are required to complete an Application for Membership, which shall be used to ascertain the person's eligibility for membership, and pay the annual dues required for the particular membership sought. The application shall be submitted to the Executive Director at the principal office of the Association or by on-line application. Membership is finalized upon verification by the Board of Directors of an applicant's eligibility.  

  
  

3. Rights of Members

• Regular Members shall have the right to attend all regular meetings, special meetings and all functions of the Association pursuant to this Article and to vote in all the affairs of the Association requiring action by the members.  

• Inactive, Honorary and Student Members shall have the right to attend all meetings and functions of the Association without the right to vote.  

• The rights of a member shall cease on the termination of their membership and is subject to the restrictions of Article XIV of these Bylaws. No Member shall be entitled to share in the distribution of the Association assets upon the dissolution of the Association.  

  
  

4. Resignation and Expulsion

• Resignation: Any Member may resign from the Association by delivering a written resignation to the President or Secretary of the Association. From the date of the receipt of said written resignation, the person giving notice shall cease to be a Member, but remains liable for all dues and debts due and unpaid to the date of resignation.  

• Expulsion: If the Board of Directors determines that a Member's conduct is inconsistent with the purposes of this organization, it may expel any such Member or subject them to reprimand or other discipline. The involved Member has the right to appeal to the general membership at its first meeting occurring more than ten (10) days after the action of the Board, and the action of the general membership shall be final.  

5. Meetings, Quorums, and Voting

• Regular Meetings: There shall be at least one (1) regular meeting each year which shall be the annual meeting in December. Additional meetings will be scheduled on dates selected by the Board.  

• Notice of Regular Meetings: The Secretary shall give reasonable notice of all regular meetings to each Member at their electronic address on file, unless a written request has been filed to receive notices at a separate physical address.  

• Special Meetings: Special meetings may be held at such time as designated by the Board of Directors. Notice stating the time, place, and purpose must be electronically delivered between five (5) and fifty (50) days before the meeting.  

• Quorum: Members present in good standing and entitled to vote shall constitute a quorum for all purposes except as otherwise provided by law. The act of a majority of the members present at a meeting with a quorum shall be the act of the full membership.  

• Voting Framework: Each member entitled to vote is allocated one vote, which must be cast in person at the annual or called meetings. There is no proxy or cumulative voting. For all other business, electronic voting is permitted as allowed under the Virginia Nonstock Corporation Act § 13.1-801 et seq.  

• Order of Business: Determined by the Board of Directors, the agenda may include: reading of preceding minutes, Report of the Treasurer, elections, standing/special committee reports, old business, and new business.  

6. Annual Dues and Delinquency

• Dues Deadline: Annual dues are set by the Board of Directors and must be paid on or before April 15 of the assessment year. New members joining within the last ninety (90) days of the calendar year receive credit for the subsequent year's dues.  

• Public Sector Adjustments: Attorneys in the Virginia Beach City Attorney and Commonwealth’s Attorney Offices operate on a fiscal year basis (July 1st to June 30th), with dues becoming delinquent if not paid by August 15th. Honorary Members are exempt from dues.  

• Delinquency Penalties: Failure to pay annual dues by June 15 results in a loss of voting privileges. Failure to pay by August 31 results in automatic termination of membership.  

• Compensation: Members shall not receive a salary or reimbursement for standard service, but the Board may contract for and pay members rendering unusual or special services to the Association.  

  
  

ARTICLE IV: Board of Directors

1. Number and Election of Directors

The affairs of the Association shall be conducted by a seven (7) member Board of Directors, consisting of the President, President-Elect, Secretary, Treasurer, immediate Past-President, and two additional members ("Second-year Director," hereinafter Director 1, and "First-year Director," hereinafter Director 2). They are elected at the annual meeting for one-year terms. Only Regular Members in good standing may serve.  

2. Resignation and Vacancies

Directors may resign at any time via written notice. Vacancies are filled at the next annual meeting, or via a special meeting with electronic voting if the Board determines the delay is too long.  

3. Meetings and Quorum

Board meetings are governed by an agenda determined by the President. The Board meets immediately following the annual membership meeting for organizational purposes. Special meetings may be called by the President or President-Elect, and must be called upon the written request of any two board members.  

4. Notice Requirements

Notice of special meetings must be given via email at least three (3) days prior, though it may be waived. Regular meetings may be held without notice. A majority of directors constitutes a quorum.  

5. Powers and Compensation

All corporate powers are vested in the Board. No member of the Board shall be compensated for their standard duties, though they may be reimbursed for personal expenses incurred on behalf of the Association.  

6. Immunity and Indemnification

The Association indemnifies each board member from liability incurred via their roles, provided they acted in good faith, in the best interests of the Association, and had no reasonable cause to believe their conduct was unlawful. In compliance with Virginia Code § 13.1-697, this does not extend to cases where the director received an improper personal benefit.  

ARTICLE V: Officers

1. Configuration: The officers shall be the President, President-Elect, Secretary, Treasurer, and any other positions created by the Board. Officers (except the President) are elected annually for one-year terms; the President-Elect automatically succeeds to the office of President.  

2. President and President-Elect: The President has general charge of the Association's affairs and presides over all meetings. In their absence or disability, the President-Elect exercises these powers. Vacancies in the presidency are filled by the President-Elect, with a successor President-Elect elected at a special meeting.  

3. Secretary: Responsible for corporate books, papers, and the corporate seal. Alongside the Executive Director, the Secretary records minutes for all Board and member meetings and maintains an alphabetical member roster.  

4. Treasurer: Holds custody of all funds, property, and securities. The Treasurer endorses checks, signs receipts, deposits funds into board-designated depositories, and executes checks alongside other board-authorized agents. Full financial records must be exhibited upon request, and a full financial report detailing receipts and disbursements must be submitted at the annual December meeting.  

5. Director 1 and Director 2 (MCLE Responsibilities): Tasked with ensuring that the Association offers the maximum number of mandatory continuing legal education (MCLE) opportunities possible.  

The MCLE Target: The explicit goal is to provide at least 12 MCLE Credits annually, which must include 2 Ethics MCLE Credits, and may include 2 Wellness Credits (as defined by the Virginia State Bar). Directors 1 and 2 coordinate with the Executive Director and Committee Liaisons to ensure diverse subject matter across appropriate venues.  

ARTICLE VI to X: Operational Framework

• ARTICLE VI: Executive Director: An Executive Director may be appointed and serve at the pleasure of the Board to perform duties determined by the directors.  

• ARTICLE VII: Contracts: No officer, agent, or employee can bind the Association or pledge its credit unless expressly authorized by a general or specific board resolution.  

• ARTICLE VIII: Committees: Standing and ad hoc committees responsible to the Board may be designated by these Bylaws or board resolution. The President and Board retain authority to appoint temporary committees.  

• ARTICLE IX: Rules of Professional Conduct: The Virginia Rules of Professional Conduct, as promulgated by the Supreme Court of Virginia, are fully incorporated into these Bylaws by reference.  

• ARTICLE X: Amendments: These Bylaws may be amended by an affirmative vote of a majority of members submitting a ballot. Proposed changes are appended to ballots mailed to Regular Members, with a return date set no sooner than fourteen (14) days from the mailing date.  

ARTICLE XI: Recommendation for Judicial Office

The judicial recommendation process provides for the receipt of nominations by the President and evaluation by a Judicial Recommendation Panel. General membership votes via ballot, the results of which are made public and forwarded to the Panel. The Panel’s internal deliberations remain confidential, and final recommendations are forwarded to the City's delegation to the General Assembly.  

1. The Judicial Recommendation Panel Structure

The Panel is comprised of seven (7) members serving staggered terms from December 1 to November 30. No member may serve more than two full consecutive terms (except political committee appointees):  

• The Immediate Past-President serves as the Chair for a one-year term.  

• Two members are elected by the membership from among regular members for two-year terms, following a 15-day notification period.  

• Two members are appointed by the Board from regular or retired judicial members residing in Virginia Beach, requiring at least twenty (20) years of practice and recognized skill.  

• One regular member selected by the Chair of the Republican City Committee for Virginia Beach (2-year term).  

• One regular member selected by the Chair of the Democratic City Committee for Virginia Beach (2-year term).  

2. Panel Quorum, Vacancies, and Voting

• Four (4) members constitute a quorum. Recommendation of any candidate requires an affirmative vote of at least four (4) members.  

• Panel members who are nominated for a judicial vacancy must resign immediately.  

• Vacancies occurring during a term are filled by the original selecting authority. If an elected position becomes vacant with less than six months remaining, or if time constraints prevent a full election, the President (subject to Board confirmation) may appoint a temporary regular member to serve through the active recommendation process.  

3. Notification and Nomination Process

Upon learning of a judicial vacancy, the Association will notify the membership and sitting eligible judges in the Second Judicial Circuit in writing.  

• Deadlines & Formatting: Written nominations must be made by a regular member, seconded by another regular member, and delivered to the President on or before the fourteenth (14th) day following membership notice. Sitting judges in the Second Judicial District are exempt from endorsement requirements.  

• Nominations must be signed by the nominator, seconder, and nominee, submitted on $8\frac{1}{2} \times 11$ inch paper, and must not exceed two pages.  

4. Required Nomination Letter Details

The submission letter must include:  

• Date and place of birth of the candidate.  

• Collegiate and law school degrees with dates.  

• Present residence and inclusive dates of Virginia State Bar membership.  

• Years, locations, and areas of active practice, alongside prior judicial experience.  

• Bar association memberships and activities.  

• A disciplinary status verification confirming the candidate has neither been publicly reprimanded nor had their license suspended or revoked by the Virginia State Bar Ethics Committee (or relative out-of-state agencies). Any exceptions require full disclosure of dates, rules violated, and actions taken.  

• The specific judicial position sought.  

• A separate page containing a single-spaced, one-paragraph biographical sketch for the ballot. It must use the referenced headings, omit bold/underlined words, utilize 1-inch margins, and be no longer than 12 lines.  

5. Recommendation Criteria & Evaluation

The Panel and membership assess candidates based on ability, character, training, and experience. Candidates must possess undisputed integrity, high knowledge of legal principles, and a judicial temperament incorporating common sense, compassion, decisiveness, firmness, humility, open-mindedness, patience, tact, and understanding.  

Candidates are assigned one of three designations:  

• Highly Recommended

• Recommended  

• Not Recommended

6. Timeline and Campaigning Restrictions

• Ballots are distributed to membership within three (3) days of nomination closure and must be returned within fourteen (14) days. The Panel must complete its entire recommendation process within twenty-one (21) days of receiving nominations from the President. The total process target is thirty-eight (38) days from initial membership notice.  

• Under exigent circumstances, the President may abbreviate these timelines or dispense with membership balloting, provided the nomination period is not less than seven (7) days and evaluation is not less than ten (10) days.  

• Campaigning Policy: It is the explicit policy of the Association to discourage active campaigning for judicial recommendations, except to secure a nominator and a seconder.  

ARTICLE XII to XVIII: Fiscal and Legal Compliance

ARTICLE XII: Fiscal Year

The fiscal year of the Association commences on January 1st and terminates on December 31st of each year.  

ARTICLE XIII: Removal of Members, Directors, or Officers

Any member, director, or officer may be removed by an affirmative two-thirds (2/3) vote of the Regular Members present at a meeting called for that purpose, for conduct detrimental to the interests of the Association. The individual in question is entitled to at least five (5) days' written notice by mail and has the right to appear and be heard.  

ARTICLE XIV: Cessation of Membership

Membership automatically ceases under the following conditions:  

1. When a member is suspended or disbarred from the practice of law in the State of Virginia.  

2. Non-payment of annual dues pursuant to Article III.  

ARTICLE XV: Prohibition Against Sharing in Association Earnings

In alignment with non-profit standards, no member, officer, director, or private individual may receive net earnings or pecuniary profits from the operations of the Association. Reasonable compensation may be fixed by the Board strictly for services rendered in effecting its core purposes.  

Upon dissolution or winding up of the Association, all remaining assets after satisfying debts shall be distributed exclusively to charitable, religious, scientific, literary, or educational organizations qualifying under Section 501(c)(3) of the Internal Revenue Code.  

ARTICLE XVI: Investments and Exempt Activities

• Investments: The Board of Directors may retain or invest corporate funds in securities or property according to their best judgment. No action may be taken that constitutes a prohibited transaction or results in the denial of tax-exempt status under Section 506 or 507 of the Internal Revenue Code.  

• Exempt Activities: Notwithstanding any other provision, no representative of the Association shall carry out any activity not permitted for an exempt organization under Section 501(c)(6) of the Internal Revenue Code.  

ARTICLE XVII: Expressions of Views, Opinions, and Beliefs

The President or their designee shall express the official policy of the Association as determined by the Board of Directors. No other Member or employee may represent the Association or a committee before any legislative body, court, or governmental agency unless specifically authorized by the Board.  

ARTICLE XVIII: Miscellaneous (Notices)

All notices required under these Bylaws may be given or delivered via electronic mail. Sent notices are deemed sufficient if directed to the electronic mail address on file with the Association. Under these Bylaws, the terms "mail" and "mailed" explicitly incorporate electronic mail transmissions.  

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