TIPLA Bylaws

Below, the Triangle Intellectual Property Law Association (TIPLA) is referred to as the "Association."

 

ARTICLE I - OFFICES

The principal office and place of business of the Association, a North Carolina nonprofit corporation, shall be in the State of North Carolina, or at such place within or without the State of North Carolina as the Board of Directors hereafter shall designate. The Association may also have offices at such other place(s) as the Board of Directors may from time to time designate.

 

ARTICLE II - MEMBERSHIP 

SECTION 2.1 - MEMBERS
The membership of this Association shall consist of the following classes of members: Active, Student, Associate and Honorary.

SECTION 2.2 - ACTIVE MEMBERS
The class of Active Members shall consist of the following: (1) 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, and having an interest in intellectual property law; and (2) persons registered to practice before the United States Patent and Trademark Office as patent attorneys or agents.

SECTION 2.3 - STUDENT MEMBERS
The class of Student Members shall consist of persons with an interest in intellectual property law who are in the course of qualifying for admission to the bar or registration to practice before the United States Patent and Trademark Office as an attorney or agent. Student Members shall not be entitled to vote or hold office but shall be entitled otherwise to all the benefits of Active Membership.

SECTION 2.4 - ASSOCIATE MEMBERS
The class of Associate Members shall consist of persons having an interest in intellectual property law who do not qualify as an Active or Student Member. Associate members shall not be entitled to vote or hold office, but shall be entitled otherwise to all benefits of Active Membership.

SECTION 2.5 - HONORARY MEMBERS
The class of Honorary Members shall consist of persons elected thereto by two-thirds of the Board of Directors. Honorary Members shall not be entitled to vote or to hold office, but shall be otherwise entitled to all benefits of Active Membership. Honorary Memberships shall be free of dues or assessments.

SECTION 2.6 - TRANSFER OF MEMBERSHIP
Membership in this Association is not transferable or assignable, nor shall any membership pass to any personal representative, heir or devisee.

 

ARTICLE III - ELECTION OF MEMBERS

SECTION 3.1 - APPLICATION FOR MEMBERSHIP
Application for other than Honorary Membership shall be made in writing to the Board of Directors through the Corresponding Secretary, accompanied by payment of dues in accordance with Article IV hereof, and shall include the applicant’s statement that applicant qualifies for the class of membership applied for therein. The application shall be signed by the applicant. As well as access to the playground online casino in Nederland.

SECTION 3.2 - ACCEPTANCE OF NEW MEMBERS
If the Board, by two-thirds vote, determines that a new member is not qualified for membership or not qualified for the class of membership for which the member applied, his or her membership shall be terminated. If membership is terminated due to failure to qualify for the class of membership for which the member applied, such new member shall be given the opportunity to reapply for a different class of membership.

 

ARTICLE IV - DUES

SECTION 4.1 - ANNUAL DUES
The annual dues shall be determined by the Board on a basis no more frequently than annually. Annual dues for Associate and Student Members shall be no more than one-half of the dues of Active Members. The annual year of the Association shall run from January 1 to December 31.

SECTION 4.2 - FULL AND HALF YEARS
Applications for membership submitted between January 1 and June 30 of any year shall be accompanied by the full annual dues. Applications submitted between July 1 and December 31 shall be accompanied by one-half of the annual dues.

SECTION 4.3 - WHEN DUE
Dues shall be payable by the later of January 1 or 30 days after the Board provides notice to members of the amount of the annual dues.

SECTION 4.4 - DEFAULT
Any member thirty (30) days in arrears in the payment of dues shall be notified in writing that the member is in default, and thirty (30) days after such notice, the Treasurer shall report all such defaults to the Board of Directors. Upon such report, the Board may direct that any such member in default be dropped from the rolls, and upon such direction the member's membership shall terminate.

SECTION 4.5 - WAIVER OF DUES AND REINSTATEMENT
For good cause, including but not limited to retirement without maintaining an office, or service in the armed forces of the United States, the Board of Directors may waive payment of dues by any member for any year or years or, upon written application, may reinstate any member dropped from the rolls under the provisions of this Article upon terms satisfactory to the Board.

 

ARTICLE V - MEETINGS

SECTION 5.1 - ANNUAL MEETINGS
The annual meeting of this Association shall be held not later than May in each year at a place to be determined by the Board of Directors.

SECTION 5.2 - SPECIAL MEETINGS
Special meetings of this Association may be called at any time by the President, or by two-thirds of the members of the Board of Directors or by twenty-five percent of the Active Members entitled to vote. The call of any special meeting shall set forth the business to be transacted at such meeting, and no other business may be transacted.

SECTION 5.3 - NOTICES
Written notice to all members of all meetings shall be sent by the Corresponding Secretary, by first class mail or email, at least ten (10) days in advance of such meetings.

SECTION 5.4 - QUORUM
The presence of at least thirty percent (30%) of the Active Members shall be necessary to constitute a quorum at any meeting of the Association.

SECTION 5.5 - VOTING RIGHTS
Only persons whose names appear as Active Members on the membership book of the Association on the membership book of the day of any membership meeting shall be entitled to vote at such meeting.

 

ARTICLE VI - DIRECTORS - MANAGEMENT

SECTION 6.1 - BOARD OF DIRECTORS

6.1.1 There shall be a Board of eleven voting directors, all of whom shall be Active Members, to manage the affairs and direct the conduct of the business of this Association, subject to these By Laws. The voting members of the Board shall consist of the President, President Elect, Vice President, Secretary, Treasurer, Webmaster, and five other Active Members of the Association who shall be elected for a term of one year. The immediate past president shall be a voting member of the Board.

6.1.2 As a special transitional rule to accommodate transition to an Association year of June 1 to May 31, the terms of all Board members elected during 2001 to serve for the calendar year 2002 shall be extended until May 31, 2003. This provision shall govern over any contrary provisions herein.

6.1.3 The Board of Directors shall meet at places and times set by call of the President or by any three members of the Board. At the President’s discretion, any Board of Directors meeting may be held by conference telephone call. At least 50% of the Board of Directors members shall constitute a quorum for the transaction of business.

6.1.4 In case of a vacancy in the Board of Directors, the Board may, at its discretion, fill such vacancy for the balance of the unexpired term.

SECTION 6.2 - WAIVER OF NOTICE
The transactions of any meeting of the Board of Directors, however called and noticed, and wherever held, shall be as valid as though such transactions had occurred at a meeting duly held after regular call and notice, if a quorum is present and if either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the Recording Secretary of the association for insertion in the Minute Book of the Association.

SECTION 6.3 - NOTICE OF ADJOURNMENT
Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place is fixed at the meeting adjourned. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who are not present at the time of the adjournment.

SECTION 6.4 - ACTION BY UNANIMOUS WRITTEN CONSENT
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consent shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

 

ARTICLE VII - OFFICERS AND COMMITTEES

SECTION 7.1 - OFFICERS
The officers of this Association shall be a President, President-Elect, Vice-President, Secretary, Treasurer, and Webmaster. These officers shall each be elected for a term of one year, but shall hold their respective offices until their successors have been elected and installed. The President-Elect shall become the President at the time of the installation of the successor to the office of President-Elect, and shall serve until the successor as President has been installed. In case of a vacancy in any one or more of these offices other than the Presidency, the Board may, at its discretion, fill such vacancy for the balance of the unexpired term.

SECTION 7.1.1 - PRESIDENT
The President shall be vested with the executive authority and shall preside at the meetings of the Association and of the Board of Directors. In the President's absence from any meeting, one of the officers, in the order in which they are named in Section 7.1 of this Article, shall preside.

SECTION 7.1.2 - PRESIDENT-ELECT
The President-Elect shall perform the duties of the President in the absence of the President and such other duties as disclosed herein or assigned by the President or the Board of Directors.

SECTION 7.1.3 - VICE-PRESIDENT
The Vice-President shall perform the duties of the President-Elect in the absence of the President-Elect and such other duties as disclosed herein or assigned by the President or the Board of Directors.

SECTION 7.1.4 – SECRETARY
The Secretary shall keep a record of the proceedings of the meetings of the members and of the Board of Directors and of all other matters of which a record shall be ordered by the Board. The Secretary shall also maintain all of the official records of the corporation, including the Association By-Laws and other records of permanent interest. The Secretary shall also be the keeper of the Seal of the Corporation.

The Secretary shall also conduct the correspondence of the Association under the direction of the President and shall notify all applicants of their election to membership and all officers, directors and members of the committees of their election and appointment. The Secretary shall also issue notices of meetings as provided for in these By-Laws.

SECTION 7.1.5 - TREASURER
The Treasurer shall discharge the customary duties that pertain to this office, including invoicing and collecting dues, collecting charges at dinner meetings and maintaining an Association bank account. Either the President or the Treasurer shall have authority to withdraw from said account. The Treasurer shall disburse funds of the Association and keep full and accurate records of all monies received and paid out on account of the Association, said records being open to the inspection of any Active Member of the Association upon petition to the Board.

SECTION 7.1.6 - WEBMASTER
The Webmaster shall be responsible for maintenance of the TIPLA website (including communication with vendors hired to support the site), be responsible for posting pertinent items from other officers and for managing database information from the website functions as needed.

SECTION 7.2 - COMMITTEES
The Committees of this Association may include, but need not include and are not limited to, those standing committees described in this Article and any special committees that might be formed from time to time in accordance with the terms of this Article.

SECTION 7.3 - STANDING COMMITTEES
The Standing Committees of this Association shall be established by the Board of Directors and Chairpersons may be appointed by majority vote of the Board of Directors upon recommendation of the President at any time. A member of the Board of Directors may be a member of any committee and a member of the Board of Directors shall be specially designated as a Board Liaison Officer to each Committee. Chairpersons shall be Active Members and shall make recommendations to the Board regarding appointment of committee members. The Board of Directors, by majority vote, shall approve the appointment of committee members.

All committees shall report from time to time to the Board of Directors, or to the Association whenever requested to do so by the Board of Directors or by the Association.

Except with respect to ministerial matters, no committee shall take any action on behalf of the Association, nor publicly release any recommendation without first obtaining approval in writing of the Board of Directors.

SECTION 7.4.1 - PROGRAMS COMMITTEE

The President shall chair the committee. It shall be the duty of this committee:

  1. To arrange for the speakers at the Association’s meetings;
  2. To arrange for meeting facilities and menu;
  3. To advise the Corresponding Secretary of advance information concerning meetings so that notices can be timely prepared and mailed to the membership;
  4. To consider activities, events and programs which will promote professional growth and fellowship of the members, and to implement such activities when approved by the Board of Directors; and
  5. To make recommendations to the Board of Directors in regard to the above duties.

SECTION 7.4.2 - MEMBERSHIP COMMITTEE

The Corresponding Secretary shall chair the committee. It shall be the duty of this committee:

  1. To carefully evaluate candidates for membership;
  2. To make membership recommendations to the Board based on said evaluations;
  3. To circulate the names of all newly-elected members to all members for comment;
  4. Following the period allowed for comment by members, to notify the newly-elected members of their membership status; and
  5. To endeavor to increase the total membership of the Association by making, with the consent and advice of the Board of Directors, appropriate efforts to encourage applications for membership by eligible nonmembers.

SECTION 7.4.3 - NOMINATING COMMITTEE

A non-officer, voting member of the Board shall chair the committee. In addition, the committee shall consist of at least two (2) Active Members appointed by the Board. It shall be the duty of this committee:

  1. To report nominations for the Board of Directors including all officers, except the President, to the Corresponding Secretary at least thirty (30) days before the annual meeting, and in the event that the office of President-Elect is occupied by an appointee of the Board rather than a duly elected officer, the nominations shall include a candidate for President;
  2. To collect and report additional nominations for any Board position to be filled by election at the annual meeting if said nominations meet the following requirements: (1) the nominations must reach a member of the nominating committee not less than fifteen (15) days prior to the annual meeting and must be signed by at least five (5) Active Members, and (2) the nominations shall designate the name of the candidate and the position for which the candidate is nominated; and
  3. In the event of a vacancy among the nominees, to fill the same regardless of the amount of time remaining until the annual meeting.

SECTION 7.4.4 - LEGISLATIVE COMMITTEE

It shall be the duties of this committee:

  1. To consider the constitutional provisions of Art. I, Sec. 8, “The Congress shall have Power … to promote the Progress of Useful Arts, by securing for limited Times to … Inventors the exclusive Right to their Discoveries,” and to evaluate the success with which the apparent constitutional purpose is being achieved and what changes might be required in statute, rules, regulations or practice to better achieve that purpose;
  2. To consider all other constitutional provisions, statutes, rules, regulations and practices insofar as they relate to patents, trademarks, trade secrets, unfair competition, copyrights and related antitrust matters or the protection of intellectual property generally, and evaluate the success with which the apparent purpose of these provisions is being achieved and what changes might be required better to achieve that purpose;
  3. To consider these matters from the perspective of all interested parties, including inventors, authors, employers, and the public, such matters including (1) securing early and complete disclosure of the discoveries of inventors in exchange for meaningful protection of the claimed invention; (2) being free from confusion as to source of goods or services, but maintaining free competition; (3) securing to employers their rights in trade secrets, but allowing employees legitimate freedom to change jobs; (4) advancing the growth of culture, science and knowledge by securing to authors their rights to copyright protection; and
  4. To make recommendations to the Board of Directors in regard to the above duties.

SECTION 7.4.5 - JUDICIAL COMMITTEE

It shall be the duties of this committee:

  1. To consider federal and state court opinions insofar as they relate to patents, trademarks, trade secrets, unfair competition, copyrights and related antitrust matters or the protection of intellectual property generally, and evaluate the success with which the apparent purpose of these court opinions is being achieved and what changes might be required better to achieve that purpose;
  2. To consider the advisability of filing amicus curiae briefs in an appellate case relating to patents, trademarks, trade secrets, unfair competition, copyrights and related antitrust matters or the protection of intellectual property generally; and
  3. To make recommendations to the Board of Directors in regard to the above duties.

SECTION 7.4.6 - ADMINISTRATIVE RULES COMMITTEE

It shall be the duties of this committee:

  1. To consider all aspects of the practice of patent and trademark law before the United States Patent and Trademark Office as well as practice of copyright law before the Copyright Office of the Library of Congress;
  2. To aid in the institution of improvements in the administration of the patent and trademark laws by the United States Patent and Trademark Office and administration of the copyright laws by the Copyright Office of the Library of Congress;
  3. To monitor proposed changes in the Patent and Trademark Office Rules of Practice relating to patent and trademark law and the rules of practice before the Copyright Office, and with the advice and consent of the Board of Directors, to inform the Patent Office or Copyright Office as to the position of the Association regarding such proposed changes;
  4. To receive views of members in connection with any existing problems or suggestions for improvements in the Patent and Trademark Office or Copyright Office administration and, with the advice and consent of the Board of Directors, to forward these views to the Patent and Trademark or Copyright office. These views may involve proposals for changes in the Rules of Practice, as well as administrative changes;
  5. To coordinate with the Legislative Committee of the Association in connection with proposed legislation affecting patent and trademark practice before the Patent and Trademark Office or copyright practice before the Copyright Office; and
  6. To make recommendations to the Board of Directors in regard to the above duties.

 

ARTICLE VIII - ELECTIONS

SECTION 8.1 - NOMINATING COMMITTEE

The Nominating Committee shall be formed at least sixty days before each annual meeting of the Association.

SECTION 8.2 - CONSENTS OF NOMINEES

The Nominating Committee shall obtain the consent of its nominees to undertake the duties of their respective offices, if elected, and shall report its nominations to the Corresponding Secretary at least thirty days before the annual meeting.

SECTION 8.3 - NOTICE OF NOMINATIONS

The Corresponding Secretary shall include a notice of nominations in the notice of the annual meeting.

SECTION 8.4 - BALLOT, WHEN REQUIRED

If more than one person has been nominated for any office or for a non-officer position on the Board, the election of such office or position of the Board shall be by ballot; the ballots shall be counted, and the election declared within 30 days of the annual meeting. In all other cases the election shall be viva voce.

SECTION 8.5 - INSTALLATION

The President and the officers and members of the Board elected at the annual meeting shall be installed in office at the following installation meeting, which shall occur at the first meeting following the election.

 

ARTICLE IX - PROFESSIONAL CONDUCT AND DISCIPLINE

SECTION 9.1 - STANDARDS

All members shall conform to the State of North Carolina standards of ethical and professional conduct.

SECTION 9.2 - COMPLAINTS

All complaints against members shall be presented to the Board of Directors and a written record thereof shall be made. Such complaints may be referred to the Ethics Committee, if one exists, for investigation or may be considered by the Board without such reference.

SECTION 9.3 - BOARD DISCRETION TO DISMISS
If the Board determines, on its own or by recommendation of the Ethics Committee, that the complaint is of such nature or so ill-founded that no action other than dismissal of the complaint is required, such action may be taken by the Board; and it shall rest within the discretion, of the Board as to whether the complaint and the Action taken by the Board shall be brought to the attention of the subject of the complaint.

SECTION 9.4 - NOTICE TO SUBJECT OF COMPLAINT AND HEARING
If, on the other hand, the Board concludes that the complaint is of such nature or is sufficiently well founded to require other action, it shall notify the subject of the complaint in writing, by registered mail, of the charges and shall fix a date, no less than thirty days from the date of the notice, for a hearing. Such hearing shall be held before at least five members of the Board appointed as a Hearing Board by the President, at which the subject of the complaint shall be given a reasonable opportunity to present his or her defense in person or by attorney.

SECTION 9.5 - VOTE REQUIRED
The Board of Directors shall, by a vote of at least five members of the Board, act on the findings of the Hearing Board to dismiss the complaint or to sustain any charge made in the complaint as well founded, and upon sustaining the same may expel, suspend or take other disciplinary action against the subject of the complaint, giving him or her written notice thereof by registered mail. The voting on such action shall be by ballot.

SECTION 9.6 - CONFIDENTIALITY
All such complaints and proceedings shall be kept strictly confidential by the members of the Board and Ethics Committee, and any disclosure thereof to other disciplinary authorities shall rest solely in the discretion of the Board acting as a body in the public interest.

 

ARTICLE X - NATIONAL COUNCIL OF PATENT ASSOCIATIONS

SECTION 10.1 - DELEGATE AND ALTERNATE
The Board of Directors may, from time to time, appoint from the membership of said Board and/or the past Presidents of this Association, a Delegate and an Alternate Delegate of this Association to the National Council of Patent Law Associations, each to serve as such until his successor is similarly appointed.

SECTION 10.2 - AUTHORITY OF DELEGATE
Such Delegate, or in his absence from a meeting of the National Council, such Alternate Delegate, shall have the authority to represent this Association at meetings of the National Council and to cast the vote of this Association at such meetings.

ARTICLE XI - REFERENDUM BY MAIL

SECTION 11.1 - WHEN USED
Association action on any matter which could be taken at a meeting of the Association may likewise be taken by mail ballot when so directed by the Association at a regular or special meeting, or by action of the Board of Directors, which direction must, in either case, include a written resolution stating in full the action proposed to be taken.

SECTION 11.2 - MAILING BALLOT, TIME LIMIT
When a mail ballot has been so directed, the Corresponding Secretary shall mail to each Active Member a copy of the authorizing resolution and a ballot on the matter to be voted on; and shall fix and state a reasonable time limit, not less than fifteen days later, within which ballots shall be returned.

SECTION 11.3 - COUNTING OF BALLOTS
All ballots received within the time limit so fixed shall be counted by the Secretary, unless another person or committee is directed by the Board of Directors to do so. Except in the case of proposed amendments to the By-Laws, the majority vote of the ballots received (provided valid ballots are so received from at least one-third of the Active Members) shall determine the action of the Association on the matter submitted. Such action shall be reported to the Association’s membership at the next meeting thereof.

SECTION 11.4 - BALLOTS, WHEN VALID
No ballot hereunder shall be valid unless enclosed in a plain envelope which is, in turn, enclosed in an envelope signed by the member voting, which shall be separated from the ballot envelope before the latter is opened.

ARTICLE XII - GENERAL PROVISIONS

SECTION 12.1 - PROPERTY
All interest in the property of the Association of persons resigning or otherwise ceasing to be members shall vest in the Association.

SECTION 12.2 - ROBERT’S RULES OF ORDER
The rules contained in “Robert’s Rules of Order,” as such may be revised from time to time, shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these By-Laws or special rules of orders of this Association.

 

ARTICLE XIII - AMENDMENTS

SECTION 13.1 - AT A MEETING OR BY VOTE AFTER WRITTEN NOTICE
These By-Laws may be amended by the affirmative vote or written consent of at least a majority of the Active Members, or by the affirmative vote of at least five of the members of the Board of Directors and the affirmative vote of at least two-thirds of the Active Members present at a general membership meeting where a quorum is present and written notice of the proposed changes to the By-Laws has been made at the meeting. Any notice required as a prerequisite to such action shall include a copy of the proposed amendment and a precise statement of the purposes thereof.

SECTION 13.2 - AMENDMENTS BY DIRECTORS
By-Laws may be adopted, amended or repealed by the Board unless the action would:

  1. Materially and adversely affect the rights of Active Members as to voting, dissolution, redemption, or transfer;
  2. Increase or decrease the number of members authorized in total or for any class;
  3. Effect an exchange, reclassification or cancellation of all or part of the memberships;
  4. Authorize a new class of membership;
  5. Specify or change a fixed number of directors or the maximum or minimum number, or change from a fixed to a variable Board or vice versa;
  6. Extend the term of a director beyond that for which the director was elected;
  7. Increase the terms of directors;
  8. Increase the quorum for a meeting of the members; or
  9. Repeal, restrict, create or expand proxy rights.

 

ARTICLE XIV - RECORDS AND REPORTS - INSPECTION

SECTION 14.1 - RECORDS
The Association shall maintain adequate and correct accounts, books, and records of its business and properties. All of such books, records, and accounts shall be kept at its principal place of business in the State of North Carolina, as fixed by the Board of Directors from time to time or at the principal place of business of the Recording Secretary.

SECTION 14.2 - INSPECTION OF BOOKS AND RECORDS
All books and records, except those referred to in Sections 3.3 and 9.6, shall be open to inspection of the directors and members at a reasonable time upon written notice.

 

ARTICLE XV - INDEMNIFICATION OF OFFICERS AND DIRECTORS

SECTION 15.1 - INDEMNIFICATIONS
The Association shall indemnify and hold harmless, and may pay reasonable expenses incurred by or satisfy a judgment or fine levied against, each officer, director and other person engaging in official duties of the Association, in the manner and to the extent specified by North Carolina Law.

SECTION 15.2 - PROVISIONS NOT EXCLUSIVE
The rights provided for by this Article shall not be deemed exclusive of any other rights to which any director or officer as aforesaid may otherwise be entitled, nor shall this Article be deemed to exclude or limit any power that the Association may lawfully exercise to provide any additional or other indemnity or right for any director, officer or other person. If any part of this Article shall be found in any action, suit or proceeding to be invalid or ineffective, the validity and effect of the remaining parts shall not be affected.

Amendments to By-Laws

Approved: March 1999
Amended: December 1999
Amended: November 2001

Amended: March 2015