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Amended and Restated Bylaws

ARTICLE I

Section 1. Applications. Prospective members may make application for membership by submitting an application form with the annual dues to the Membership Committee.

Section 2. Membership.
The membership shall consist of Regular, Associate, Retired, Judicial and Honorary members.

  1. Regular Membership. Any person shall be eligible for regular membership (a) who is a graduate of an accredited law school or who has, by reading and studying the law in an attorney's office, been entitled to take a bar exam in any state and who resides in the Commonwealth ofVirginia or (b) who has been admitted to membership in the Virginia State Bar and (c) who has paid dues for the fiscal year. Regular members shall be entitled to hold office and vote on all affairs of the association in person or by proxy executed in writing by the member or his duly authorized attorney-in-fact.
  2. Associate Membership. Any person shall be eligible for associate membership (a) who is an active law student or is attending an accredited law school, or (b) who is a current law reader in the Commonwealth of Virginia and (c) who has paid dues for the fiscal year. Associate members shall possess all rights and privileges of a regular member except that the associate member shall not hold office or have a vote in any affairs of the Association.
  3. Retired Membership. Any person shall be eligible for retired membership (a) who is a graduate of an accredited law school or who has, by reading and studying the law in an attorney's office, been entitled to take a bar exam in any state and who resides in the Commonwealth ofVirginia or (b) who has been admitted to membership in the Virginia State Bar, (c) who has paid dues for the fiscal year, and (d) who, upon attaining the age of 70 or more, is no longer engaged in the legal profession on a full-time basis. Retired members shall be entitled to hold office and vote on all affairs of the association in person or by proxy executed in writing by the member or his duly authorized attorney-in-fact.
  4. Judicial Members. Any person who is a full-time member of the judicial or quasi-judicial bodies in Virginia is eligible to become a non-voting individual member of this Association, who is not eligible to hold any office in this association, and, therefore, shall not by virtue of their membership be deemed parties to any views, opinions or recommendations made or expressed by this association.
  5. Honorary Members. Any person may be elected to an honorary member of this association by the unanimous vote of all members of the Board of Directors present at any meeting of the Board. Honorary members shall not be required to pay dues nor shall they be eligible to vote or to hold any office in this association and, therefore, shall not by virtue of their membership be deemed parties to any views, opinions or recommendations made or expressed by this association.

Section 3. Voting Rights. Only dues-paying regular and retired members shall have the right to vote on every issue to come before all meetings of the membership.

Section 4. Dues. The amount of dues shall be set by the Board of Directors annually after a review of the Association's financial position. Such dues shall be payable in advance by the first day of the fiscal year. Dues received on or after April 1 shall be credited to the next fiscal year.

Section 5. Termination of Membership. Membership may be terminated by written resignation, non payment of dues, or disbarment.

Section 6. Fiscal Year. The fiscal year shall be July 1 through June 30 of each year.

ARTICLE II

Meetings of the Membership

Section 1. Time and Place. The annual meeting of the Association shall be held in June of each year. Special meetings maybe held on call of the Board President.

Section 2. Notice of Meetings. Notice of all meetings shall be given by the Secretary, or by the President-Elect for the annual meeting, to each member by mail or by electronic mail to the most current electronic mail address submitted by the member to the VWAA as maintained by the VWAA Board of Directors no more than sixty (60) nor less than ten (10) days before the date of the meeting. For any meeting in which the members will consider amendments to the articles of incorporation or to the Bylaws, notice must be sent not less than twenty-five (25) days prior to the meeting.

Section 3. Quorum. At all meetings, a quorum shall be 10% of the Regular Membership. All written proxies granted to a regular VW AA member shall be counted to constitute a quorum. Once a quorum has been established, it obtains for the entire meeting.

Section 4. Proxy Voting. Proxy voting shall be permitted. All proxies shall be in writing and signed. No person shall submit more than one proxy for him or herself, although one person may vote as many proxies as authorized by persons submitting proxies. A proxy may be general or specific, according to the written instructions of the member giving the proxy. A proxy may be granted only to a regular VWAA member.

Section 5. Conduct of Business. The latest edition of Robert's Rules of Order shall govern all proceedings of the meetings of the Association unless in conflict with these Bylaws.

Section 6. Order of Business. At the annual meeting and at other meetings of the Association so far as the presiding officer or chairman may deem the same applicable, the order of business may be as follows:

  1. Education session;
  2. Business meeting;
    1. Reading of the minutes of the last meeting;
    2. Report of the President;
    3. Reports of the Secretary and Treasurer;
    4. Reports of standing committees;
    5. Reports of special committees;
    6. General Business; and
    7. Election of officers and board of directors.

ARTICLE III

Officers

Section 1. Offices and Election. The officers of the Association shall be a President, a President-Elect, a Secretary, a Treasurer, and an Immediate Past President. All officers shall be elected by the members for one-year terms at an annual meeting, except as provided in Sections 3 and 6 below. Mail in ballots may be counted in the election of officers. The term of each officer shall begin on July 1 after election and shall continue until June 30 or until each respective successor takes office, whichever is later. Officers shall serve without compensation. Annually, a discretionary fund shall be established for ordinary and necessary out-of-pocket expenses incurred by the officers in an amount approved and budgeted on an annual basis by the Board of Directors.

Section 2. President. The President shall preside at all meetings of the Association and the Board. She shall perform all duties ordinarily incident to the office of President and shall recommend such action as she deems proper. She shall generally supervise the management of the affairs of the Association. She or her designee shall appoint the members of, designate the chair of and fill vacancies in all committees, except as otherwise provided herein. She shall have the power to authorize expenditures not to exceed $100.00 in any month from the discretionary fund.

Section 3. President-Elect. The President-Elect shall act as President in the absence of the President. She shall also serve as parliamentarian and shall perform such other duties as may be assigned by the President of the Board. The President-Elect shall automatically accede to the office of President.

Section 4. Secretary. The Secretary shall keep minutes of all meetings, send out notices, maintain a list of current dues-paying members, and be custodian of correspondence files.

Section 5. Treasurer. The Treasurer shall be responsible for all receipts and disbursements of Association funds, and shall deposit, receive and disburse its money in a manner approved by the Board or the President. She shall submit at each annual meeting of the Association a suitably classified, written annual report of the Association's financial position including (a) all receipts and disbursements during such period and (b) all obligations outstanding at the end of the period with any comments as to current and prospective financial position that she may deem necessary or informative. The Treasurer is authorized to pay all budget items approved annually by the Board of Directors.

Section 6. Immediate Past President. Following elections at the annual meeting, the immediate past president shall preside at the annual meeting. The initial immediate past president shall be the chair of the steering committee that formed this Association. The President shall automatically accede to the office of Immediate Past President.

Section 7. Vacancies. In the event any officer shall resign or otherwise be unable to serve, a majority of the Board of Directors shall appoint a successor to serve the balance of the term of office.

Section 8. Removal of Officers. Any officer may be removed for cause at anytime if the Board of Directors, in its absolute discretion and by a two-thirds majority vote, shall consider that such removal is in the best interests of the Association. Cause shall include, without limitation, the failure to attend two Board meetings without justification during one term. Removal from the Board during one term shall disqualify that member from serving on the Board the following year.

ARTICLE IV

Board of Directors

Section 1. Number and Powers. The Board of Directors shall be the governing body of the Association. The term of each director shall begin on July 1 or after election, whichever is later, and shall end June 30 or until each respective successor is elected and qualified or designated, whichever is later. The Board shall have the power to give directions to all officers and committees, to act for the Association, to manage its affairs and to make appropriations of its funds. The Board shall consist of the five officers enumerated in Article III, the chapter and regional representatives enumerated in Section 2 below, and up to fifteen additional at-large members elected by the membership at the Annual Meeting. Mail-in ballots may be counted in the election of directors. Additionally, Past Presidents, other than the Immediate Past President who serves as an officer, may serve as ex-officio members of the Board. As ex-officio members of the Board, they do not have the right to vote and their presence at or absence from meetings shall not be considered in the determination of the quorum. To serve as an ex-officio member of the Board, the Past President must respond affirmatively within thirty (30) days after inquiry regarding here status. Nothing in this section shall prevent a past president from serving on the Board in another capacity.

Section 2. Chapter and Regional Representatives. The regular members of each chapter shall elect a chapter president annually, and such president shall serve on the Board of Directors as a voting representative of the chapter. Should the chapter president decline to serve on the Board of Directors, the regular members of the chapter shall elect a designee to serve on the Board of Directors in lieu of the chapter president. In regions in which there are no organized chapters, the Board of Directors may delineate regional boundaries to create regions entitled to regional representation. A representative residing or working in each of such regions shall be elected by the regular membership at the annual meeting to serve on the Board of Directors as a voting representative of the region.

Section 3. Terms and Election. Each director shall serve for one year or until her successor takes office.

Section 4. Vacancies. In the event any Director shall resign or otherwise be unable to serve, a majority of the Board of Directors shall appoint a successor to serve the balance of the term of office bearing in mind equitable geographic distribution.

Section 5. Meetings. The Board of Directors shall meet at least semi-annually at a time and place to be determined by the President. Provided such equipment is reasonably available, any director may be present and participate at such meeting by use of a telephone conference call. Upon reasonable notice, special meetings of the Board of Directors may be called by the President at her discretion or by the Secretary upon written request of three (3) directors. The meetings of the Board of Directors shall be open to any member of the Association who may wish to attend, except when the Board enters into executive session.

Section 6. Notice of Meetings. Notice of all regular meetings shall be given by the Secretary to each officer and director by mail no more than fifty (50) nor less than ten (10) days before the date of the meeting. Notice may be given by regular mail, electronic mail, facsimile, or by oral notice, including by telephone.

Section 7. Quorum. At all meetings of the Board ofDirectors, 40% of the directors shall constitute a quorum for the transaction of business. Any board member who participates in the meeting via telephone shall be counted toward the quorum.

Section 8. Compensation. Members of the Board of Directors shall serve without compensation but may be reimbursed for out-of-pocket expenses.

Section 9. Removal of Directors. Any director may be removed for cause at any time if the majority of the regular membership, in its absolute discretion, shall consider that such removal is in the best interests of the Association. Cause shall include, without limitation, the failure to attend two Board meetings without justification during one term. Removal from the Board during one term shall disqualify that member from serving on the Board the following year.

Section 10. Action Without Meeting. Each action to be taken at a Board of Directors meeting may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents stating the action taken, signed by each director either before or after the action taken, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this Section is effective when the last director signs the consent unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein, provided the consent states the date of execution by each director. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Any such consent may be executed by original signature or by signature transmitted via PDF format and may be executed in counterparts, all of which shall all be taken together as a single original consent.

ARTICLE V

Chapters

The VWAA shall permit the formation of chapters which will operate under Chapter Guidelines prescribed by the VWAA Board of Directors and the Guidelines may be amended by the Board of Directors.

ARTICLE VI

Committees

Section 1. Program Committee. There shall be a Program Committee of the Association which has as its purpose the education and training of women attorneys for the purpose of improving and developing their capabilities and for the instruction of the public on subjects relating to the role of women attorneys in their communities. The President shall appoint the chair and not less than three other members of the Association to serve on the Program Committee. The Program Committee shall plan the educational program for the annual meeting and may plan additional educational seminars for the membership or for the general public as approved by the Board of Directors. If the President appoints co-chairs, then the President may appoint two, rather than three, additional members.

Section 2. Judiciary Committee. The Judiciary Committee shall have as its purpose the gathering, organization and dissemination of information on the potential candidates for judgeships. Subject to approval by a majority of the Board of Directors, the President shall appoint a member of the Association to be the Chair of the Judiciary Committee. The President shall appoint to the judiciary committee not less than five (5) other members of the Association representing different geographical regions throughout the state. The Judiciary Committee shall provide contacts and information as to qualified possible candidates for any judicial vacancies when requested by the Board or any member of the Association. The Judiciary Committee may recommend to the Board of Directors for report on behalf of the Association, any qualified candidates for judgeships. This recommendation shall be based on a full investigation, including whenever possible a personal interview, and review of the candidate's credentials conducted by at least one (1) member of the Association. The Board may request the position of the local bar associations on the candidates and consider their positions. The Board may endorse a recommended candidate by a two-thirds vote of the directors present and voting at a regularly scheduled meeting of the Board of Directors; provided, however, that if delaying the vote on such endorsement until the next regularly scheduled meeting of the Board would adversely affect the timeliness or effectiveness of such endorsement, one of the following two methods of approval may be used: 1) The executive committee is authorized to act on behalf of the Board. At least two-thirds of the Executive Committee must vote in favor of a recommendation regarding a judicial candidate in order to make the recommendation official; or 2) The Board of Directors may act outside a regularly scheduled meeting, following notice to all members of the Board of Directors, by a two-thirds vote of all directors. The President shall then notify the proper authorities and any other person or organization deemed appropriate of the name of the candidate.

Section 3. The Publications Committee. There shall be a Publications Committee which has as its purpose the publication of a newsletter, the Lex Claudia and all other publications approved by the Board of Directors. Subject to approval by a majority of the Board ofDirectors, the President shall appoint a chair of the Publications Committee. The President shall appoint not less than three (3) other members of the Association as members of the committee. The Newsletter shall be issued at least semi-annually and all other publications shall be issued as determined by the Board of Directors. The Editors of each publication each year shall be responsible for preparing and submitting a budget to the Board for approval in advance, accounting for fiscal expenditures, and preparing an estimate of future costs and expenses for the coming year. If the President appoints co-chairs, then the President may appoint two, rather than three, additional members.

Section 4. Bylaws Committee. The Bylaws Committee shall have as its purpose the continuing revision of the Association's Bylaws. The President shall appoint a member of the Board of Directors to be the chair of the Bylaws Committee and not less than three (3) other members of the Association. The Bylaws Committee shall meet on the call of its chair as the need arises. If the President appoints co-chairs, then the President may appoint two, rather than three, additional members.

Section 5. Membership Committee. The Membership Committee shall have as its purpose encouraging, managing, and increasing the membership of the Association. It shall receive and review applications for membership, approve qualified applicants for membership, maintain the membership records and a current list of dues-paying members, forward approved applications to the Secretary and dues to the Treasurer and contact law schools and recent admittees to the Virginia Bar about the Association. Subject to approval by the Board of Directors, the President shall appoint a member of the Association to be the Chair of the Membership Committee. The President shall appoint not less than three (3) other members of the Association. The Membership Committee shall meet on the call of its chair as the need arises. If the President appoints co-chairs, then the President may appoint two, rather than three, additional members.

Section 6. Legislative Committee. The Legislative Committee shall have as its purpose the monitoring of legislation in the Virginia General Assembly, the reporting to the Board of matters which may be of interest to the Association, and support of the policies approved by the membership or as directed by the Board. Subject to approval by the Board of Directors, the President shall appoint a member of the Association to be the Chair of the Legislative Committee. The President shall appoint not less than three (3) other members of the Association. The Legislative Committee shall meet on the call of its chair as the need arises. The legislative committee shall not express the official view of the association without receiving prior approval of the Board of Directors or the Executive Committee. If the President appoints co-chairs, then the President may appoint two, rather than three, additional members.

Section 7. Nominating Committee. The Nominating Committee shall be a standing and on-going committee which shall have as its purpose the recommendation of members (1) for positions on the Board of Directors or as officers of the Association and (2) for appointments to outside organizations, as requested by the President. The 2nd Past President shall chair the Nominating Committee, the President shall appoint one member from each region and the President-elect to serve on the committee.

Section 8. Special Committees. The president may appoint special committees and define their duties. Special committees shall automatically cease to exist at the end of the term of office of the appointing president, unless continued by the new president.

Section 9. Executive Committee. The executive committee shall consist of the President, President-Elect, Immediate Past-President, Secretary and Treasurer.

ARTICLE VII

Indemnification

Section 1. Authorization. The Association may indemnify an individual who so qualifies per the provisions ofVirginia Code section 13.1-876 or successor section, and may indemnify officers, directors and other persons designated by the Board of Directors, in its sole discretion, as otherwise authorized by law.

ARTICLE VIII

Adoption and Amendments

Section 1. Adoption. These Bylaws shall take effect upon two-thirds of the members present and voting at the initial annual meeting of the membership.

Section 2. Amendments. These Bylaws may be amended by a two-thirds vote of the members present and voting at any annual meeting or at any special meeting called for the purpose, the notice of which has included an announcement of the substance of the proposed amendment.

Approved: June 1995
Revised: June 2002
Amended: June 2009
Amended: June 2013
Amended: June 2014