All 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.
All 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.
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 be elected for a term of one year, commencing at the close of the annual meeting of the corporation at which their election 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 be primarily responsible for implementing the policies and procedures established by the Board of Directors. The President shall preside at meetings of the corporation, the Board of Directors and the Executive Committee, supervise and direct 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. 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 as President-Elect.
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 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 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, with the annual report, 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 direction of the President and with Board approval, 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, with the approval 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 committee.
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 committee report.
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.
The 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 corporation.
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 committee.
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 corporation.
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.
The 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.