Who We are

Our Constitution

Constitution of the Virginia Mountain/Valley Lawyers’ Alliance adopted at the Organizational Meeting on October 23, 2021

The name of this organization shall be Virginia Mountain/Valley Lawyers’ Alliance.
The Alliance is established to aid in maintaining the honor and dignity of the legal profession, and to cultivate social harmony among its members and to promote diversity, equity, and inclusion in the practice of the law and in access to justice in the Mountain/Valley Region.
Any person who is a member in good standing (including retired, associate, emeritus, and corporate counsel members) of the Virginia State Bar with a principal office or residence in the 10th, 16th, 20th, 21st, 22nd, 23rd, 24th, 25th, 26th, 27th, 28th, 29th, or 30th Judicial Circuits of Virginia, herein to be known as the “Mountain/Valley Region,” as constituted on October 1, 2021, or who is an employee of a corporation, firm or government agency or entity with an office in the Mountain/Valley Region may become a Regular Member of the Alliance. Regular Members shall be entitled to obtain additional benefits by payment of voluntary dues as set out below. Any Regular Member may be granted Life Member status. exempting that member from future payment of dues.
Any person who is a member in good standing (including retired, associate, emeritus, and corporate counsel members) of the Virginia State Bar with a principal office or residence outside the Commonwealth of Virginia may become a member of Virginia Attorneys Abroad (“VAA Member”) with the privileges of regular membership in the Alliance by payment of voluntary dues as set out below. Any VAA Member may be granted Life Member status. exempting that member from future payment of dues.
Any person who is a member in good standing (including retired, associate, emeritus, and corporate counsel members) of the Virginia State Bar residing in the Commonwealth outside the Mountain/Valley Region may become an Associate Member of the Alliance by payment of voluntary dues as set out below. Any Associate Member may be granted Life Member status. exempting that member from future payment of dues.
The VMVLA may associate with other bar associations and professional organizations after three-quarters of the executive committee or a majority of the membership vote to associate with any such organization at any meeting where a quorum is present. The President shall direct Executive Director to initiate proceedings to formalize such an association.

The elected officers of the Alliance shall consist of a President, a President-Elect, a Vice-President, a Judge Advocate, the VAA Representative and a Secretary. Beginning in 2022, the Alliance shall elect a Virginia Associate Representative.
The President may, from time to time, nominate other such officers and committee members as may be necessary to assist in the administration of the Alliance and to serve at the pleasure of the President.
The President shall serve as head of the Alliance. The President shall preside at all meetings of the Alliance and shall be an ex-officio member of all committees, but not necessarily chair. The President shall perform the usual other duties of such office.
The President-Elect shall assist the President in performance of the duties of that office and assume the duties of the President when the President is absent or upon the vacation of the office permanently before the end of the President’s term. The President-Elect shall perform the usual other duties of such office.
The President and President-Elect shall be members of the “Virginia State Bar Conference of Local Bar Alliances”.
The Vice President shall assist the President in performance of the duties of that office. In the event that both the President and the President-Elect are unable to fulfill the duties of their offices on a permanent basis, the Vice President shall assume become Acting President pro tempore until the end of the President’s term. As acting President, the Vice President shall call a special meeting to elect a new President-Elect, and the Vice President may stand for election to the Office of President-Elect at that special meeting. The Vice President shall perform the usual other duties of such office.
The Judge Advocate shall serve as parliamentarian for all meetings of the Alliance and shall advise the President or chair as to the interpretation of the constitution and rules of order. On any controversial matter the Judge Advocate may be overruled by the President or the chair and the President or chair may in turn be overruled by a two-thirds vote of the assembly. Rules of procedure shall be based on the most current edition of Robert’s Rules of Order when not in conflict with this constitution.
The VAA Representative will serve as the liaison to the VMVLA for matters involving the VAA, and, beginning on 2022, the Virginia Associate Representative will serve as the liaison to the VMVLA for matters involving the Virginia Associates.
The Secretary shall keep a record of all meetings of the Alliance and of any other matters as directed by the Alliance and, with the concurrence of the President, shall conduct the correspondence of the Alliance. The Secretary shall issue the notice for all meetings. The Secretary will also maintain the membership rolls of the VMVLA. The Secretary shall perform the usual other duties of such office.
The President may, provided that a majority of the Executive Committee, a quorum being present, ratifies such action, appoint an Executive Director who will perform the day-to-day administration of the Alliance and serve as an ex officio member of all committees including the Executive Committee. The Executive Director will serve as Treasurer ex officio of the Alliance. The Executive Director may also be an officer or the Alliance. If no Executive Director is appointed, the Executive Committee shall perform the duties of the Executive Director.

The Executive Committee shall be composed of all current officers plus the immediate past President; the current President shall serve as chair. This committee shall be responsible for the active management of the Alliance in the interim between meetings and they shall meet at least once a year soon after the election. They shall have authority to make such regulations and take such actions, consistent with the constitution, as might be necessary for the orderly management of the Alliance. The Executive Committee shall serve as the Board of Directors of the 501(C)(6) Non-Stock Corporation under which the Alliance operates.
The following standing committees, composed of at least three members each, one of whom shall be an officer who will serve as chair, shall be appointed by the President annually and shall serve, at the pleasure of the President or until their successors are appointed: Continuing Education Committee (chaired by the Vice President), Law and Judiciary Committee (chaired by the Judge Advocate), Diversity, Equity, Inclusion, and Access to Justice Committee (chaired by the President Elect), Social Committee (Chaired by the Secretary), and any others desired by the President, who shall serve as chair. All committees shall elect a chair and a secretary (unless designated in this constitution or appointed by the President). Each committee shall file a written report on any unfinished business at the Annual Meeting, unless the committee has not conducted any business in the preceding year. If any committee happens to be actively engaged in any project at the time of the annual election, then they shall pursue such activity to completion or until relieved by action of the membership or of the Executive Committee. Committee chairships can be re-allocated upon a majority vote of the Executive Committee. New committees can be created on a temporary basis by a majority vote of the Executive Committee but must be ratified by a majority vote of the membership in order to continue operation after the next general meeting.
The Law and Judiciary Committee shall study and report on proposed changes in State and local laws, shall make proposals on their own initiative, shall encourage suggestions from all members and shall report their recommendations to the Alliance; further they shall constantly study our judicial system and recommend to the Alliance any weaknesses and proposals for improvement. They shall also investigate and report on candidates for appointments to the judiciary.
The Continuing Education Committee shall plan the CLE programs of the Alliance.
The Diversity, Equity, and Inclusion and Access to Justice Committee shall study and report on weaknesses within the judicial system, shall encourage suggestions from members, and make proposals for improvement in diversity, equity, and inclusion in the practice of law in access to justice in the Mountain/Valley region to the Alliance.
Social Committee shall be responsible for arrangements and detailed planning of Annual Meeting and Other Events. The committee will also be responsible for recruiting new VMVLA members.
A Standing Committee to be known as the Law and Science Committee shall be established to create a relationship between the Alliance and the European Scientific Institute through a Memorandum of Understanding to create mutually beneficial projects. Other organizations may also be brought into the relationship as may be beneficial to its efforts. This Committee shall exist for so long as the relationship continues.

The Annual Meeting for the election of officers shall be held during October and if the President should fail to call such meeting by the end of August, then the President-Elect shall issue such call. Written notice of the Annual Meeting should be in writing three days in advance, but this requirement may be waived by a majority of those attending the meeting. The notice may be sent by email.
Special Meetings may be called at any time upon the initiative of the President, Acting President or upon petition of ten members to the Executive Committee. If a Special Meeting is called by petition, the petition must state the purpose of the meeting and any action taken at such meeting shall be limited to that purpose. Special Meetings may be announced by email or other means as practical at least three (3) weekdays prior to such meeting, and the purpose of the meetings shall be stated in the announcement. The Officer calling the meeting shall provide for participation by any member in person or through commonly used electronic means such as Zoom.
The presence of forty Members, whether in person or electronically, shall constitute a quorum at a regular or special meeting, provided that if the President or Secretary certify that they caused notice to be sent to all members and a quorum is not present, the number for a quorum may be reduced to the number of members in attendance if at least twenty, and provided further that any action taken with a reduced quorum is subject to ratification at the next regular meeting.
Meetings may be conducted in whole or in part virtually or by other electronic means as circumstances may warrant. Members attending virtually shall be included in the count to determine a quorum.

The Alliance will not charge mandatory annual dues for Regular Members as defined herein. At each Annual Meeting, beginning in 2022, the Alliance shall conduct a vote of the membership on whether mandatory dues shall be assessed for the upcoming CLE Year for Regular Members. It shall be the goal of the Alliance to avoid the assessment of dues for Regular Members, or if such assessment cannot be avoided, to keep dues to the absolute minimum necessary. The Alliance may solicit grants and sponsorships to provide for operating and extraordinary expenses.
The Alliance may collect voluntary dues, the payment of which shall provide the following special privileges:
- Subscribing Membership in the VMVLA or VAA or as a Virginia Associate Member of the VMVLA as may be appropriate
- Waiver of CLE Registration Fees for Virtual CLEs (including on-demand CLE if such shall be offered)
- Waiver of CLE-only costs for any Live CLE including at the Annual Meeting or other Meeting of the Alliance
- CLE Compliance Monitoring Service (when available from the MCLE Board)
Rates for Voluntary Dues may be adjusted by the Executive Committee at any time fiscal prudence requires, provided notice is provided to the membership at least three months before such change is effective, but in no case shall be dues be raised for the next CLE reporting period within two months of the beginning of the reporting period. Membership by payment of voluntary dues will be suspended on August 15 each year or on the date upon which registration for the Annual Fall CLE Seminar and Annual Meeting begins, whichever is earlier.
The Fiscal Year of the Alliance shall be from November 1 of the current year to October 31 of the following year.
A reserve fund shall be maintained of not less than six-months regular operating expenses as reported by the Executive Director, or the President if there is no Executive Director, at the Annual Meeting starting in 2023. If the reserve falls below this amount, no expenditures for non-operating expenses shall be permitted until the reserve fund is restored to its minimum balance.

Officers shall be elected at the Annual Meeting each October and begin their terms of office on November 1 of that year. The first President shall be elected in 2021, and thereafter the President-Elect shall automatically succeed to the office of President on November 1, 2022 and each year following. The term of office shall be for one-year. The Vice President, Judge Advocate, VAA Representative (and after 2022 the Virginia Associate Representative), and Secretary may stand for reelection, but in no case shall any officer serve more than three consecutive terms in the same office, nor shall any person serve as President more than once in any three-year period (excluding when the Vice President serves in the office pro tempore).
Beginning in 2022, candidates shall be selected by a Nominating Committee appointed by the President and Chaired by the President-Elect. A list of the nominees shall be emailed or otherwise communicated to all members attending the Annual Meeting at least 3 days prior to date of the Annual Meeting. Other nominations may be made from the floor on the day of election.
Voting shall be by secret written ballot for any contested office and only the winner (not the count) shall be announced. If there is no contest for an office, election may be by acclamation on a voice vote.
The officers elected shall enter upon their duties on November 1 and shall hold office until their successors are elected or appointed and duly qualified.
A vacancy in any office between elections shall be filled by the Executive Committee, except in the event of the concurrent vacation of the offices of President and President-Elect, in which case the Vice President shall assume the duties of President pro tempore as provided under the descriptions of the duties of the Vice President.
Voting at any meeting on a controversial subject shall be by written ballot. The President or the Chair shall, after consultation with the Judge Advocate, determine whether a subject is controversial. If there are no objections from the floor this rule may be suspended by the Chair. A simple majority vote of members present shall carry the question unless otherwise provided herein. Any member by request may have their vote recorded as an “present, but not voting.” Failure to vote shall be considered as if the member was absent.
No voting by proxy shall be allowed for any matter, whether by the Executive Board, a Committee, or the Alliance. If voting must be conducted other than at an in-person meeting, voting may be conducted by any suitable means to ensure that only eligible members cast votes.
Any action taken by this Alliance at any meeting may normally be divulged to the public, but any member may make a motion requesting the sealing of the debate and action of any subject prior to the beginning of debate and, if seconded and passed by a two-third’s majority, then such subject shall be kept confidential.

This Alliance shall not participate or take any position in any contest or controversy of a purely partisan nature, but this shall not prevent the Alliance from making recommendations for the judiciary or upon proposed legislation as set forth herein in a non-partisan manner, considering the merits of the position and the Alliance’s perspective on its likely effectiveness. Nor shall it bar the Alliance from inviting candidates for political office from speaking at any meeting provided that all candidates then polling above 5% for the office are extended an invitation or if no polling has been conducted, then all candidates for the office.
The Alliance may, but is not required, to make endorsements and/or statements of qualification regarding any person wishing to be considered for a statewide or federal judicial office within the Commonwealth in a non-partisan manner, considering the character of the person or the merits of their platforms. The Alliance may, but is not required, to make endorsements and/or statements of qualification regarding any person wishing to be considered for local judicial office in the Mountain/Valley Region, in a non-partisan manner, considering the character of the person or the merit of their platform.
The Alliance may take a position on proposed legislation, either on the advice of the Law and Judiciary Committee or upon a proposal by any Regular or VAA Member at any regular or special meeting of the Alliance, provided that the position is supported by a super majority of two-thirds of the members in attendance or otherwise casting votes.
Any Alliance member, including but not limited to federal or state government workers, may abstain from joining an endorsement by the Alliance by filing their abstention with the Secretary of the Alliance. The publicized endorsement will specify that such endorsement does not reflect the view of any member so abstaining.

The Alliance is a 501(c)(6) not-for-profit professional association. Among its purposes is to fund charitable organizations that promote social justice and access to the judicial system as well as other worthy charitable purposes. At the end of any fiscal year beginning in 2023, any amount in the general fund in excess of the required reserve shall be distributed among those charities currently supported by the Alliance in equal amounts or as otherwise directed by the Executive Committee. The selection of charities to be supported by the Alliance shall be at the sole discretion of the Executive Committee and will be published on the Alliance website. Any member may, by notice giving in writing, request that no portion of the member’s dues be directed toward the selected charities (not a specific charity).

This Constitution may be adopted or amended by a two-thirds vote of members present at any regular or special meeting provided proper notice of intent has been served on all members as provided herein.
The Executive Committee may adopt by-laws as may be necessary for the operation of the Alliance, provided that no by-law shall continue in force after the next Annual Meeting following its adoption unless approved as an amendment to this Constitution, nor shall any by-law that has not been so approved by readopted by the Executive Committee thereafter.