Amended August 19, 2016)
Professional Conduct of Members and
members and affiliates shall conform to the Code of Professional Responsibility
duly adopted by the corporation and to any and all duly adopted amendments
thereto. Violation thereof, particularly, if deliberate or repeated, or any
discreditable or unprofessional practice, whether or not specifically covered
by the Code of Professional Responsibility, shall be sufficient ground for
expulsion of the offending member or affiliate.
Categories and Election of Members and
Sec. 1. There shall be the following categories
of membership, which for the purposes of voting shall be considered a single
class: regular, junior, associate,
academic, government, honorary, and life.
regular membership shall consist of persons who are interested in the branches
of the law relating to patents, trademarks, copyrights, unfair competition and
other intellectual property, whose practice in the opinion of the Board of
Directors of the corporation conforms to the Code of Professional Responsibility
of the corporation, and who shall be, and have been for a period of five years
or more, members in good standing of the Bar of a court of record of the United
States or any State or Territory thereof or of the District of Columbia or of
the United States Patent and Trademark Office. Regular members shall have the
right to vote and hold office.
junior membership shall consist of persons qualified for regular membership
except that they shall be, and have been, members in good standing of the Bar, as
referred to in Bylaw II.1.(a) of these Bylaws, for a period of less than five
years from the date of their first admission. Junior members shall not be
eligible to hold office, but shall be entitled otherwise to the full benefits
of regular membership. When junior members shall have completed five years
membership of the Bar, in good standing, they shall be transferred
automatically to regular membership.
associate membership shall consist of persons who shall have been regular
members for a period of five years or more, who are no longer regularly engaged
in practice of law relating to patents, trademarks, copyrights, unfair
competition and other intellectual property and who, on their request, shall
have been transferred from regular membership to membership of this class.
Associate members shall be entitled to vote but not to hold office.
academic membership shall consist of persons qualified for regular or junior
membership but who devote substantially full time to teaching in a law school
approved by the Association of American Law Schools. Academic members are
entitled to the privileges of the membership for which they are qualified. In
addition, the Board of Directors may, on a case-by-case basis, elect to confer
academic membership on a full-time law professor possessing exemplary academic
qualifications and exceptional experience with a demonstrated ability to make
significant contributions to the Association.
government membership shall consist of persons qualified for regular or junior
membership who are full-time employees of a government. Government members are
entitled to the privileges of the membership category for which they are
honorary membership shall consist of persons elected thereto by the Board of
Directors. Honorary members shall be entitled to vote but not to hold office.
life membership shall consist of members elected thereto by the Board of
Directors who are no longer regularly engaged in the practice of law and who
have (i) been members for at least thirty-five years or (ii) been
regular members for at least twenty-five years and have attained the age of
seventy years. Life members shall be entitled to vote but not to hold office.
The practice of pro bono publico law shall not disqualify a member from
eligibility for life membership.
Sec. 2. There shall be
the following categories of non-voting affiliates of the corporation: law student/graduate affiliate, international affiliate,
United States Patent and Trademark Office professional affiliate, IP professional affiliate, IP
paralegal/technical advisor affiliate, and government affiliate. Eligibility
for such affiliate categories is for persons who meet the following criteria,
and who have never been disbarred or suspended from the practice of law
in any jurisdiction.
law student/graduate affiliate membership shall consist of persons who may not
be qualified for regular or junior membership but who are regularly enrolled as
candidates for a professional law degree from a law school approved by the
Association of American Law Schools, or who have graduated and received a
professional law degree within the past year from a law school approved by the
Association of American Law Schools, and who would be otherwise qualified for
junior or regular membership if a member of the Bar. A person remains eligible
for a law student/graduate affiliate membership for up to one year from his/her
date of graduation from law school. If the law student/graduate affiliate
becomes a member of the Bar within that one-year period, he/she may request
transfer to junior membership. Law student/graduate affiliates shall not be
entitled to vote or to hold office.
internationalaffiliate membership shall consist of persons who are otherwise
not qualified for regular or junior membership, but who (i) are admitted
as attorneys at law in another country, or (ii) are and remain a member in
good standing on the registry of patent or trademark attorneys or agents
maintained by the Patent and/or Trademark Office in the country of their
citizenship. International affiliates shall not be entitled to vote or to hold
United States Patent and Trademark Office professional affiliate membership
shall consist of persons who are not otherwise qualified for voting or
non-voting membership but are and remain as patent examiners or otherwise hold
and remain in positions as United States Patent and Trademark Office
Professionals employed by the United States Patent and Trademark Office. United
States Patent and Trademark Office professional affiliates shall not be
entitled to vote or to hold office.
(d) The IP professional affiliate membership shall consist of persons who
are otherwise not qualified for regular or junior membership or international or
USPTO professional affiliate membership, but who are engaged in the field of
intellectual property as professionals who negotiate and manage licensing,
transactions, and technology transfer of IP assets; perform IP surveying, map
or analyze IP portfolios, or have responsibilities with respect to intellectual
property for a business entity. IP professional affiliates shall not be
entitled to vote or to hold office.
The IP paralegal/technical advisor affiliate
membership shall consist of persons who are otherwise not qualified for regular
or junior membership or international or USPTO professional affiliate
membership, but who are engaged in the field of intellectual property
substantively supporting the efforts of a person or persons qualified for
membership in AIPLA specifically including technical advisors who assist with
drafting patent applications and IP paralegals who assist with preparation of
formal filing documents and IP litigation paralegals who assist with
preparation of litigation documents. IP paralegal/technical advisor affiliates
shall not be entitled to vote or to hold office.
(f) The government
affiliate membership shall consist of (1) persons qualified for international
affiliate membership who are full-time employees of a government, or (2) persons who are not otherwise qualified for membership but are
full-time professional employees of a government and whose role or department
within the government has responsibilities with respect to intellectual
property. Government affiliate members shall not be entitled to vote or to hold
3. The Fellows of the American Intellectual
Property Law Association shall be a special category for regular, life,
honorary, similarly qualified academic or government members, international affiliate,
United States Patent and Trademark Office professional affiliate, IP
professional affiliate, IP paralegal/technical advisor affiliate, and
government affiliate members of the Association. Qualifications for election as
a Fellow include (1) outstanding service to the Association, (2) prominence
within the intellectual property profession, (3) learned contributions to the profession
through teaching and writing, and (4) observance of the highest standards of
The number of regular, life, honorary,
similarly qualified academic or government members, international affiliate,
United States Patent and Trademark Office professional affiliate, IP
professional affiliate, IP paralegal/technical advisor affiliate, and
government affiliate members elected and accepting designation as Fellows shall
not in any year result in more than one percent of the then regular members of
the Association having the status of Fellows, other than Senior Fellows;
provided, however, that the Board of Directors may initially approve up to 20
of the regular members of the Association as “Founding Fellows” who may be
excluded from the calculation of the foregoing numerical limitation on the
number of Fellows.
The election as a Fellow shall be for a
term of ten years, following which a Fellow shall have the status of a Senior
Fellow for the duration of the Fellow’s tenure as a member of the Association.
After the election of the “Founding Fellows,” the Fellows will nominate
regular, life, honorary, similarly qualified academic or government members, international
affiliate, United States Patent and Trademark Office professional affiliate, IP
professional affiliate, IP paralegal/technical advisor affiliate, and
government affiliate members, who then must be individually approved by the
Board for admission as Fellows of the Association.
Fellows may from time to time be
requested by the Board of Directors to undertake projects, including those of a
scholarly, educational, research or informational nature. Such projects shall
be designed to provide the Board of Directors with a balanced and learned
perspective on matters relating to public policy, jurisprudence, administrative
procedure, international harmonization, comparative law or other matters of
importance to the intellectual property profession and the Association.
Members who accept election as Fellows
will be expected to make contributions to a Fellows Fund in the amount of
$1000, payable at a rate of $200 each year during the five-year period
following acceptance of election as Fellows, or in such greater amount or
shorter time frame as they may desire. Academic or government members may
request a contribution level in proportion to their membership dues level. The
Fellows Fund will be used by the Association for projects selected by the
Fellows and approved by the Board of Directors to provide such awards, and
honoraria and services for meaningful contributions to the intellectual
property law profession, the mentoring and professional development of newer
members of the profession and law school students with an interest in
intellectual property law, educating the public about intellectual property,
and supporting community service programs in which AIPLA members
participate. In addition, the Fellows
Fund may be used for other projects or purposes selected by the Fellows, and
approved by the Board of Directors.
Acceptance of election as a Fellow shall be in writing and contain an
acknowledgment of (1) the elected Fellow’s willingness for continued
involvement and promotion of Association and Fellows activities, and (2) the
expectation that the elected Fellow will make monetary contributions to the
With the approval of the Board of
Directors and under the leadership of a chair appointed by the President-Elect,
Fellows may undertake to organize themselves, elect leaders, and establish
committees, recommend disposition of proceeds from the Fellows Fund. The
Fellows of the Association will support and respect the Association objectives,
principles and committee missions and activities, submit any additional
proposed initiatives to be undertaken by the Fellows to the Board for approval,
and submit any resulting studies, papers and proposals to the Board for its
consideration and disposition.
Sec. 4. There shall be a category of membership
called judicial membership, consisting of persons who are employed full-time as
a judge in any court, agency, or office of the United States or any State or
Territory thereof or of the District of Columbia and who have an interest in
intellectual property law. Judicial members shall not be entitled to vote or to
Sec. 5. Application for membership as a member
or affiliate shall be made in writing to the Executive Director and shall
include the applicant’s statement that he/she qualifies for the class of
membership applied for and his/her undertaking to abide by the Code of Professional
Responsibility of the Corporation. The application shall be signed by the
applicant. Membership shall be effective upon receipt of the completed
membership application and dues by the Executive Director. The names of all new
members shall be published to all members. Dues are to be sent with the
application. Applicants during a fiscal year may be charged dues in prorated
amounts which the Board or the Executive Committee will determine.
Sec. 6. Application for reinstatement to
membership by a former member shall be made in writing and shall be subject to
all the requirements for new applications stated in Section 1. However, prior
to reinstatement, the applicant shall be required to pay any arrears in dues
existing at the date of the applicant’s prior separation from membership,
unless waived by the Executive Director.
Fees and Dues
Sec. 1. The dues payable for each year by
members and by affiliates shall be fixed from time to time by the Board of
Directors at such amount as it deems desirable for the best interests of the
corporation. In the event of any change in the dues payable by any class of
membership, the members shall be notified thereof at least 45 days prior to the
effective date of the change. The dues payable by law student/graduate
affiliates shall be not more than one-half the dues payable by regular members,
provided, however, that the Board may set a lower rate for newly elected
members’ dues for a limited period. The annual membership dues for United
States Patent and Trademark Office affiliates shall be the same as for
government members. Life members shall not pay dues; however, anyone who
becomes a life member after October 1, 1998, and wishes to receive publications
of AIPLA will be assessed a charge equal to the marginal costs of preparing and
mailing such materials to that member. Honorary members shall not pay dues.
Sec. 2. The dues payable for each year shall be
payable in advance on the first day of July. Any member sixty days in default
in the payment of dues shall be notified in writing of such default, and if
still in default sixty days after such notice, may be dropped from membership
by the Executive Director and shall thereupon cease to be a member.
Sec. 3. In lieu of dropping any member for
non-payment of dues, the Executive Director may, upon request of the member in
arrears in the payment of dues, suspend the member until the end of the current
fiscal year, in which event the suspended member shall be denied all privileges
of the corporation. Any member under suspension shall be excused from payment
of dues during the remainder of the current fiscal year. Any waiver of dues
which may have accrued must be by an express action of the Executive Director
and shall not be implied by dropping or suspension of the member.
charges against members or affiliates shall be presented to the Board of
Directors which shall authorize or make such investigation into the charge as
it deems appropriate. A three-fourths vote of the entire Board shall be
required to sustain and act on any charge as well founded. The action taken by
the Board of Directors may include expulsion, suspension or other disciplinary
action, giving the accused written notice thereof by registered mail. Such an
action shall be final. The voting on any disciplinary action shall be by
ballot. All such charges and proceedings shall be kept strictly confidential by
the Board members and any publication thereof shall rest solely in the
discretion of the Board.
Board of Directors
Sec. 1. General Powers. The business and affairs of the corporation
shall be conducted under the direction of, and the control and disposal of the
corporation’s properties and funds shall be vested in, the Board of Directors.
The Board of Directors shall have authority to act for the corporation on all
matters except those expressly required by these Bylaws or the Articles of
Incorporation to be submitted to the corporation. For example, the Board shall
have the power to determine the duties and compensation of the employees of the
corporation and, upon recommendation of the President and President-Elect,
shall have the power to employ and discharge an Executive Director.
Sec. 2. Number and Qualification of Directors. The Board of Directors shall consist of 19 individuals.
All directors shall be regular, academic or government members qualified for
regular membership of the corporation.
Sec. 3. Meetings.
The Board of Directors shall meet at places and times, and in the
manner, as ordered by it. Regular meetings of the Board shall be held after
each meeting of the corporation and at such other times during the year as the
Board may determine. Including the meetings specified in these Bylaws, the
Board shall hold at least seven regular meetings a year. Other meetings of the
Board may be held upon the call of the President or of any three Directors.
Sec. 4. Notice of Meetings. Except as provided elsewhere in these Bylaws
or in applicable law, no notice of the annual meeting or any regular meeting of
the Board shall be required. Notice of each special meeting shall be mailed to
each Director’s residence or usual place of business at least three days before
the date of the meeting or given by facsimile, telephone or electronic mail at
least one day before the meeting. Neither the business to be transacted at, nor
the purpose of, any meeting of the Board need be specified in the notice or any
waiver of notice of the meeting, except that notice of a meeting at which
removal of a Director is to be proposed shall state that the purpose, or one of
the purposes, of the meeting is removal of the Director.
Sec. 5. Waiver of Notice. A Director may waive any required notice
before or after the date and time stated in the notice, and such a waiver shall
be equivalent to the giving of the notice. A Director’s attendance at or
participation in a meeting waives any required notice of the meeting to that
Director unless the Director, at the beginning of the meeting or promptly upon
arrival, objects to holding the meeting or transacting business there and does
not thereafter vote for or assent to action taken at the meeting. The waiver of
a Director who does not attend or participate in the meeting must be in
writing, signed by the Director and filed with the minutes or corporate
Sec. 6. Quorum.
At least ten of the Directors shall be necessary to constitute a quorum
for the transaction of business, and the act of a majority of the Directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors. If a quorum shall not be present at any meeting of the
Board, the Directors present may adjourn the meeting from time to time without
notice until a quorum shall be present. The existence of a quorum at the
beginning of a Board meeting shall be considered to constitute a quorum
throughout that meeting unless the number of Directors drops below seven.
Sec. 7. Participation in Meetings. The Board of Directors may conduct a meeting
through the use of any means of communication by which all Directors may
simultaneously hear each other during the meeting. Directors may not vote by
Sec. 8. Proceedings Confidential. The deliberations of the Board of Directors
on all matters coming before it shall be treated as confidential by the
Directors and only the conclusions, decisions, and actions taken by the Board,
as a result of its deliberations, may be disclosed or published; provided,
however, that the Board, Executive Committee or President shall have the right,
in the exercise of sound discretion, to disclose or publish to the membership
the deliberations of the Board on any such matters.
Sec. 9. Actions without Meeting. Any action that may be taken at a meeting of
the Board of Directors may be taken by the Board without a meeting if a consent
in writing, setting forth the actions so to be taken, shall be signed by all of
the Directors before or after the action is to become effective. The Directors’
consent shall have the same force and effect as a unanimous vote.
the Board of Directors
Sec. 1. Designation
following shall be Committees of the Board of Directors:
1. Executive Committee
2. Audit Committee
3. Finance and Budget Committee
4. Investment and Financial Development
Board Committee shall consist of three or more Directors.
of the Committees shall be appointed for a one-year term commencing on the
close of the Annual Meeting and shall be appointed by the President whose term
commences on that date.
President may also recommend to the Board of Directors for its approval one or
more additional Board Committees to direct particular business of the
corporation. Each such Board Committee may exercise the authority granted to it
by the Board’s enabling resolution.
Sec. 2. Executive Committee. The Executive Committee shall consist of
the President, the President-Elect, the First Vice President, the Second Vice
President, and the Immediate Past President.
the intervals between meetings of the Board of Directors, the Executive
Committee shall, subject to Section 2 of this Article VI, possess and may
exercise all the powers and functions of the Board of Directors in the
management and direction of the affairs of the corporation in all cases in
which specific direction shall not have been given by the Board of Directors.
material actions of the Executive Committee shall be reported to the Board of
Directors at its next meeting succeeding such action. A record of the Executive
Committee’s decisions shall be kept.
Executive Committee shall evaluate the appropriateness of compensation for the
Executive Director and key employees of the association and assure that
compensation decisions are tied to the executives’ performance in meeting
predetermined goals and objectives.
Sec. 3. Audit Committee. The Audit Committee shall consist of at
least three members of the Board who are free from any relationship that would
interfere with the exercise of their independent judgment on behalf of the
Committee. They shall be appointed by the President and exclude any member of
the current Executive Committee, the Executive Director, other Officers, and
any person authorized to sign the corporation’s checks or otherwise direct
expenditures of Corporate funds. The Committee shall retain an independent
auditor on an annual basis to audit the financial records of the Association
and this Committee shall act as a liaison with the outside accounting firm that
reviews and audits the Association’s financial books and records and compliance
with federal and state audit requirements. This Committee shall select any
other services needed for the financial management, reviewing reports and
determining adequate procedures and controls, and reviewing financial
performance. It is preferred, although not mandatory, that at least one member
of this Committee have some financial or accounting experience.
Sec. 4. Finance
and Budget Committee. The Finance and Budget Committee shall be the
committee principally charged to develop the proposed budget each year and will
provide oversight to the Board throughout the year. The Finance and Budget
Committee shall consist of the Treasurer, who shall serve as Chairperson of the
Committee, the President-Elect, and at least three other members of the Board
of Directors, who are appointed to the Committee by the President. The Finance
and Budget Committee shall be responsible for the yearly budget of the
Association, and it shall consult with the Executive Director on the financial
and administrative needs of the Association. It also shall oversee the budget
and make recommendations for any adjustments to the budget during the course of
Sec. 5. Investment and Financial Development
Committee. The Investment and Financial Development
Committee shall consist of at least four members of the Board of Directors, who
are appointed to the Committee by the President. This Committee shall review
existing income to the Association and investigate additional revenue streams.
The Committee shall develop a financial development program for income to
support the Association and its goals and objectives. This Committee shall
report at each Board Meeting on the progress of the goals of the financial
development program. This Committee shall also develop and monitor a written
investment policy to meet the Association’s financial needs and risk tolerance
that shall be reviewed and approved by this Committee and the full Board at
least annually. The Committee shall consult with professional investment counsel
as appropriate to comply with the investment policy objectives.
Sec. 6. Limitation on Committee Powers.
Committee shall have the authority of the Board of Directors to amend, alter,
or repeal these Bylaws; to elect, appoint, or remove any member of any such
Committee or any Officer or Director of the corporation; to amend the Articles
of Incorporation of the corporation; to restate the corporation’s Articles of
Incorporation; to adopt a plan of merger or adopt a plan of consolidation with
another entity; to authorize the sale, lease, exchange or mortgage of all or
substantially all of the property and assets of the corporation; to authorize
the voluntary dissolution of the corporation or to revoke proceedings
therefore; to adopt a plan for the distribution of the assets of the
corporation; to amend, alter, or repeal any resolution of the Board of
Directors; to fill Board vacancies; or as otherwise may be prohibited by law.
Committee shall have the authority of the Board of Directors without its
delegation to authorize the filing of amicus briefs on behalf of the
corporation or to approve an audit of the corporation’s financial records.
Committee taking an action delegated to it by the Board shall report that
action promptly to the Board.
Sec. 7. Committee Meetings. Meetings of Committees of the Board of
Directors may be called by the respective Chairs thereof or by any two members
of the Committee. At all meetings of any Committee, a majority of the members
of the Committee shall constitute a quorum for the transaction of business, and
the act of a majority of the members of the Committee present at any meetings
thereof at which there is a quorum shall be the act of the Committee.
Officers and Executive Director
Sec. 1. Designation. The officers of the corporation shall be a President, a
President-Elect, a First Vice President, a Second Vice President, an Immediate
Past-President, a Secretary and a Treasurer, all of whom shall be Directors of
the corporation. These officers shall each serve for a term of one year,
commencing at the close of the annual meeting of the corporation at which the
election of the new Board of Directors and Officers is reported, but shall hold
their respective offices until their successors shall have been elected and
installed. In case of a vacancy in any one of these offices, the Board may, at
its discretion, fill such vacancy for the balance of the unexpired term.
Sec. 2. The President. The President shall be the chief executive officer of
the corporation and shall serve as chair of the Board of Directors. The
President shall preside at meetings of the corporation, the Board of Directors
and the Executive Committee, supervise the Executive Director and other
officers of the corporation, perform such other duties as may be prescribed
from time to time by the Board of Directors and have all other powers and
duties that pertain to the position of chief executive officer and chair of the
Board of Directors. In the President’s absence from any meeting, one of the
officers of the corporation, in the order in which they are designated in
Section 1 above shall preside.
Sec. 3. The President-Elect. The President-Elect shall assist the President in
carrying out the programs of the corporation and shall become the President at
the close of the next succeeding annual meeting after the date of installation
Sec. 4. The Vice President(s). The Vice President(s) shall assist the President in
carrying out the programs of the corporation.
Sec. 5. The Immediate Past President. The Immediate Past President shall serve in an
advisory capacity to the President and shall perform such other functions as
may be designated for him or her by the Board of Directors.
Sec. 6. The Secretary. The Secretary or the Secretary’s designee shall keep
a record of the proceedings of all meetings of the Board of Directors and of
the corporation, of all referendum votes, and of such other matters as may be
deemed worthy of record. The Secretary or the Secretary’s designee shall
provide for the notification of the members and Directors of the corporation of
their respective meetings in accordance with these Bylaws, shall be custodian
of the corporate records and seal, shall furnish certifications of Board
actions, Bylaws, organizational documents, and shall perform such other duties
as may be assigned by the Board of Directors or the President.
Sec. 7. The Treasurer. The Treasurer or the Treasurer’s designee shall
collect and, under the direction of the Board of Directors, arrange for the
care and distribution of all funds of the corporation and the keeping of full
and regular accounts, which shall at all times be open to the inspection of any
officer or Director. The Treasurer or the Treasurer’s designee shall submit for
approval of the Board of Directors a proposed budget for the ensuing fiscal
year, and the Treasurer from time to time shall report to the Board of
Directors the state of expenditures with reference to the budget. The Treasurer
shall present to the corporation at its annual meeting a financial report for
the past fiscal year. The fiscal year shall be from July 1 to June 30.
Sec. 8. The Executive Director. The Executive Director, under the supervision of the
President, shall be primarily responsible for implementing the policies and
procedures established by the Board of Directors and shall be responsible for
conducting the business of the corporation. The Executive Director functions as
the senior policy advisor to the corporation’s Board of Directors, Executive Committee
and President, as well as the chief operating official of the corporation. The
Executive Director is responsible for initiating, developing and implementing
policy initiatives and programs to meet the ever-changing challenges in the
fields of intellectual property law. The Executive Director promotes the
strategic goals of the corporation by building and strengthening relationships
with governmental and non-governmental organizations both in the United States
and abroad. The Executive Director works with the corporation’s committees to
communicate the views of the corporation on important issues involving patent,
trademark, copyright, trade secret law, and related areas of law and serves as
the corporation’s principal spokesman before Congress, governmental agencies
and the media. The Executive Director, or his or her delegates, shall approve
the expenditure of the monies approved by the Board and shall make periodic
reports to the Board concerning the programs of the corporation. The Executive
Director shall recommend to the Board of Directors for their approval the
duties and compensation of the employees of the corporation, and all employees
of the corporation shall report and be responsible to the Executive Director.
The Executive Director, under the supervision of the President, shall have the
power to employ and to discharge the other employees of the corporation.
Sec. 9. Agents.
The Board of Directors may appoint such agents as it deems necessary or
appropriate to further the corporation’s business.
Sec. 10. Removal of Officers and Agents. Any officer, Board member or agent may be removed
with or without cause whenever the Board of Directors in its sole discretion
shall consider that the officer, Board member or agent’s removal will serve the
best interests of the corporation. Any agent appointed otherwise than by the
Board of Directors may be removed with or without cause at any time by any
officer having authority to appoint the agent whenever that officer in the
exercise of his or her sole discretion shall consider that the agent’s removal
will serve the best interests of the corporation. Election or appointment of an
officer, Board member or agent shall not of itself create contract rights.
Committees and Committee Chairs
Sec. 1. The standing
committees of the corporation shall be appointed by the President-Elect with
the approval of the Board of Directors no later than the meeting of the Board
immediately preceding the Annual Meeting of the corporation. The chairs of the
standing committees shall be appointed by the President-Elect and shall serve
(1) typically for two years beginning at the close of the succeeding
annual meeting, or (2) until their successors shall have been appointed.
Members and affiliates in good standing of the corporation may be members of
standing committees of the corporation, in accordance with guidelines the Board
of Directors may from time to time establish. Any member of the Board may be a
non-voting member of any standing committee, and at least one member of the
Board shall be specially designated as Board Liaison Officer to each standing
Sec. 2. Special committees of the corporation
and their chairs may be appointed by the President at any time to render
specific services in connection with a particular matter. The term of service
on a special committee may exceed one year and may be for the duration of the
matter referred to it or for such lesser term as shall be specified by the
Board of Directors and the appointment of each special committee, its
assignment, and term shall be announced in the issue of the Bulletin going to
press next after its creation.
Sec. 3. All committees shall report from time to
time to the Board of Directors, or to the corporation whenever requested to do
so by the Board or by the corporation. The Board shall have the duty of taking
such steps as may be appropriate to make effective the final action of the
corporation on the subject matter of the committee reports. No committee shall
take any action on behalf of the corporation or publicly release any
recommendation without first obtaining favorable Board action thereon. Final
action, for and on behalf of the corporation, may be taken by the Board on any
Sec. 4. A report by a committee to the Board of
Directors shall begin with a succinct statement of the Board action, if any,
recommended by the committee. It shall include a statement of the manner in
which the matter reported on was considered by the committee, the final vote of
the committee, a brief exposition of the arguments advanced in support of and
in opposition to the report, and a specific reference to any past action known
to have been taken by the committee itself, by any other committee, by the
Board of Directors, or by the corporation relating to the same matter.
Sec. 5. The Board of Directors shall discharge
the function of a Committee on Committees for the corporation and shall
determine finally all questions of committee jurisdiction that may arise.
Committees of the Association may be changed by the Board of Directors upon
recommendation of the President, to add, delete, or modify the standing
committees and the duties thereof at any time a new committee is deemed
necessary to render specific services beneficial to the corporation or at any
time the constitution or duty of a standing committee no longer serves the
Sec. 1. Except as hereinafter provided, the
business meetings of the corporation shall be held at places and times as
ordered by the Board of Directors.
Sec. 2. The annual meeting of the corporation
shall be held in September, October or November each year.
Sec. 3. Stated meetings shall be held in
mid-winter and in the spring of each year or at such other times as the Board
of Directors may designate.
Sec. 4. Any member, at the annual meeting or at
a stated meeting, may place before the corporation any matter relating to the
business, objects or activities of the corporation, provided that written
notice thereof setting forth the nature of the matter to be presented and the
proponent’s proposal is given to the President and the Executive Director at
least ten days before the date of the meeting.
Sec. 5. Special meetings may be called at any
time by the Board of Directors, or, upon the written request of one hundred
members of the corporation shall be called by the President.
Sec. 6. At special meetings, no business shall
be transacted which is not embraced within the scope of those matters included
in the notice thereof.
Sec. 7. Written notice to all members of all
meetings shall be given in advance by the corporation.
Sec. 1. When a referendum vote shall be directed
by the corporation or deemed necessary or desirable by the Board of Directors,
the Secretary or the Secretary’s designee shall mail to each qualified and
voting member of the corporation, a statement of the question to be voted upon,
and fix a reasonable time limit, not less than fifteen days from the day of the
mailing, within which ballots shall be received.
Sec. 2. The ballots received shall be counted as
directed by the Board of Directors, and the majority vote of the ballots
received (provided properly marked ballots are received from at least
one-fourth of the total number of qualified and voting members) shall be the
action of the corporation on the question submitted. When the ballot is related
to a matter within the jurisdiction of a committee of the corporation, the
result of the votes shall be reported by the Secretary to the chair of that
Sec. 3. No ballot shall be counted unless signed
by a member, and the ballot shall bear a notice to this effect.
Sec. 4. The Secretary shall make exact minutes
of the question as submitted to the corporation and of the number of ballots
received thereon, which minutes shall be published in the Bulletin and become a
part of the permanent records of the corporation.
Sec. 1. These Bylaws may be amended by the Board
of Directors or by a referendum vote by mail (a) when authorized by the Board
of Directors or (b) when authorized by the membership in the manner stated
hereinafter. A referendum vote to be authorized by the membership shall be
taken upon a written motion setting forth the proposed amendment, hand signed
by at least fifteen members of the corporation no more than five of whom have
offices in the same state, or in the District of Columbia, and presented by one
of them in the manner prescribed in Bylaw X.4. and approved by a majority
of those present at any regular or special meeting of the corporation.
Sec. 2. The Secretary or the Secretary’s
designee after authorization by the Board of Directors or by the membership in
the manner stated in Section 1, shall mail to every member a copy of the
proposed amendment or amendments, together with an appropriate ballot, and
shall specify on the ballot a day certain, not less than thirty days after such
mailing, on which the polls shall close.
Sec. 3. No ballot shall be counted unless signed
by the member and the ballot shall bear a notice to this effect.
Sec. 4. Only affirmative or negative votes on
the proposed amendments, received at the corporation rooms on or before the day
of closing the polls, shall be counted. The ballots shall be counted as
directed by the Board of Directors and results reported to the Board.
Sec. 5. Provided that ballots properly marked so
as to be counted are received from one-fourth of the members of the corporation,
and provided at least two-thirds of such ballots are favorable, the proposed
amendment shall be carried and shall take effect forthwith.
Use of Electronic Communication
Sec. 1. Unless prohibited by law or otherwise
specified in these Bylaws, any action to be taken or notice to be delivered
either in writing or by mail under these Bylaws may be taken or transmitted by
electronic means including by electronic mail to an address on file with the
Sec. 2. Unless prohibited by law or otherwise
specified in these Bylaws, any Bylaw requirement that a document be signed may
be signed either by hand or by such electronic means as the Board of Directors
of the corporation shall authorize.
corporation may be dissolved by an affirmative referendum vote of three-fourths
of all its members; upon such dissolution all property then owned by the
corporation, after paying all indebtedness, shall be distributed in such manner
as the corporation may direct to one or more entities organized and operated
exclusively for charitable, religious, scientific, literary, educational, or
business league purpose and described in Section 501(c)(3) or 501(c)(6) of the
Internal Revenue Code of 1986 (or the corresponding provision of any future
federal tax law) when distributions are made to them.