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American Intellectual Property Law Association
BY-LAWS, 2009-2010

as amended March 10, 2010

I: Professional Conduct of Members:

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.

II: Categories and Election of Members and Affiliates

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.

(a) The 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. Regular members shall have the right to vote and hold office.

(b) The 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 By-Law II.1.a of these By-Laws, 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.

(c) The 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.

(d) The 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.

(e) The 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 for which they are otherwise qualified.

(f) The 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.

(g) The 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.

(h) The Fellows of the American Intellectual Property Law Association shall be a special category for regular or similarly qualified academic or government 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 ethical conduct. The number of regular or similarly qualified academic or government 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 an regular member or similarly qualified academic or government member of the Association. After the election of the “Founding Fellows,” the Fellows will nominate regular members or similarly qualified academic or government 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 Two Hundred Dollars each year during the five-year period following acceptance of election as Fellows. Academic or government members may request a contribution level in proportion to their membership dues level. The Fellows Fund will be used exclusively by the Association to provide such awards and honoraria for scholarly contributions to the intellectual property profession as the Board of Directors may from time to time authorize. Acceptance of election as a Fellow shall be in writing and contain an acknowledgment of (1) the elected Fellow’s willingness to discharge the responsibilities that the Board might from time to time authorize, and (2) the expectation that the elected Fellow will make monetary contributions to the Fellows Fund. 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, 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 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. 2. There shall be the following categories of non-voting affiliates of the corporation: law student/graduate affiliate, patent agent affiliate, foreign affiliate, and United States Patent & Trademark Office professional affiliate.

(a) The 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.

(b) The patent agent affiliate membership shall consist of persons who are registered to practice before the United States Patent and Trademark Office and who are not otherwise qualified for regular or junior membership, who are and remain a member of good standing on the registry of patent agents maintained by the United States Patent and Trademark Office. If the US patent agent becomes a member of the Bar qualified for regular membership at a later date, he/she may request transfer to junior membership. Patent agent affiliates shall not be entitled to vote or to hold office.

(c) The foreign affiliate 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. Foreign affiliates shall not be entitled to vote or to hold office.

(d) United States Patent & Trademark Office professional affiliate membership shall consist of persons who are not otherwise qualified for voting or non-voting membership but are and remain patent examiners employed by the United States Patent & Trademark Office. United States Patent & Trademark Office affiliates shall not be entitled to vote or hold office.

Sec. 3. 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. 4. 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.

III: 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 by a notice in the Bulletin or otherwise at least three months prior to the effective date of the change. The dues payable by law student/graduate affiliate 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 & 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 and shall not share in the distribution of the assets of the corporation upon dissolution.

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.

IV: Disciplining Members

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.

V: 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 By-laws 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 membersqualified 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 By-laws, 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 By-laws 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 records.

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 proxy.

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.

VI: Committees of the Board of Directors

Sec. 1. Designation of Committees: The President may recommend to the Board of Directors for its approval one or more 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. Each Board Committee shall consist of three or more Directors.

Sec. 2. Limitation on Committee Powers:

(a) No Committee shall have the authority of the Board of Directors to amend, alter, or repeal these By-laws; 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.

(b) No 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.

(c) Any Committee taking an action delegated to it by the Board shall report that action promptly to the Board.

Sec. 3. 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.

Sec. 4. Executive Committee: There shall be an Executive Committee of the Board of Directors, which shall consist of the President, the President-Elect, the First Vice President, the Second Vice President and the Immediate Past-President.

(a) During 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. Notwithstanding the provisions of Section 2 of Article VI, in rare cases in which the Executive Committee believes that action is then necessary, but in its judgment believes that it could not then reasonably convene a meeting of the Board of Directors, the Executive Committee may act contrary to a Board resolution, so long as the vote of the Executive Committee is unanimous of those voting, the action is consistent with corporation policy and the Executive Committee notifies the Board as soon as reasonably practical.

(b) All 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.

Sec. 5. Audit and Finance Committee: There shall be an Audit and Finance Committee of the Board of Directors, which shall consist of the Treasurer and at least two other members of the Board of Directors appointed by the President-Elect, but excluding any member of the current Executive Committee, the Executive Director, and any person authorized to sign the corporation’s checks or otherwise direct expenditures of Corporate funds. The Audit and Finance Committee shall serve in an advisory and oversight capacity concerning the financial and investment policies of the corporation. Among its duties, this Committee shall retain an independent auditor on an annual basis to audit the financial records of the corporation, report directly to this Committee and the Board of Directors, and such other functions as may be designated by the Board. It is preferred, although not mandatory, that at least one member of this Committee have some financial or accounting experience.

VII: 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 By-laws, shall be custodian of the corporate records and seal, shall furnish certifications of Board actions, By-laws, 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.

VIII: 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 with the succeeding annual meeting, or (2) until their successors shall have been appointed. Additional members may be added to an investigative standing committee at any time during said term with the approval of the President and the Chair of such standing committee and may be added to an administrative or general interest standing committee at any time during said term. Any member of the Board may be an information only member of any standing committee and a member of the Board shall be specially designated as Board Liaison Officer to each standing committee. No member of the corporation shall be a member of more than one standing committee, except under such guidelines as the Board of Directors may from time to time establish.

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.

IX: Standing Committees

Sec. 1. The Standing Committees of the corporation shall be as follows:

A. Investigative Committees:
Amicus
IP Law Associations
Professionalism and Ethics
Public Appointments

B. Administrative Committees:
Education
Membership
Online Programs
Professional Programs

C. General Interest Committees:
Alternative Dispute Resolution
Anti-Counterfeiting and Anti-Piracy
Antitrust Law
Biotechnology
Chemical Practice
Copyright Law
Corporate Practice
Diversity in IP Law
Electronic and Computer Law
Emerging Technologies
Industrial Designs
International and Foreign Law
International Education
International Trade Commission
Inventor Issues
IP Practice in Europe
IP Practice in Japan
IP Practice in Latin America
IP Practice in the Far East
Law Practice Management
Law Students
Licensing and Management of IP Assets
Mentoring
Patent Agents
Patent Cooperation Treaty Issues
Patent Law
Patent Litigation
Patent-Relations with the US Patent and Trademark Office
Public Education
Trade Secret Law
Trademark Internet
Trademark Law
Trademark Litigation
Trademark Treaties and International Law
Trademark-Relations with the US Patent and Trademark Office
USPTO Inter Partes Patent Proceedings (formerly, Interference)
Women in IP Law
Young Lawyers

Sec. 2. This By-Law may be amended 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.

X: Meetings

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.

XI: Referendum

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 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 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.

XII: Amendments

Sec. 1. These By-Laws 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 By-Law 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.

XIII:    USE OF ELECTRONIC COMMUNICATION

Sec. 1.  Unless prohibited by law or otherwise specified in these By-Laws, any action to be taken or notice to be delivered either in writing or by mail under these By-Laws 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 By-Laws, any By-Law 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.

XIV: Dissolution

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.

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