BY-LAWS OF THE INTELLECTUAL PROPERTY LAW ASSOCIATION OF CHICAGO

(As Amended – May 6, 2014)

ARTICLE I      Name and Seal

SECTION 1. The name of this Association shall be “The Intellectual Property Law Association of Chicago.”  The seal of this Association shall be as follows:

 ARTICLE II      Objects

The Objects of the Association shall be:

To maintain a high standard of professional ethics in the practice of the profession of intellectual property law;

To aid in the development of intellectual property laws, the administration thereof, and the procedure in connection therewith by the Patent and Trademark Office, the Copyright Office, the Courts or other offices or tribunals charged therewith.

To take action concerning amendments to intellectual property laws and the Rules of Practice of the Patent and Trademark Office, and other offices or tribunals charged with the administration of such laws;

To protect the administration of intellectual property laws against practices and practitioners that tend to bring such laws into disrepute;

To provide a medium by which relations and exchanges of viewpoint may be had with persons and organizations having related interests in the field of intellectual property and with the public at large; and

To promote social intercourse among its members.

To provide continuing legal education programs relating to intellectual property and ethics.

ARTICLE III      Membership

SECTION 1. MEMBERSHIP TYPES

The membership of this Association shall consist of the following types of members:

(1) Attorney Member - (a) any member of the legal profession of the United States in good standing who has an interest in the law of intellectual property, who is licensed to practice before the highest court of at least one state; (b) any person registered to practice in good standing before the United States Patent and Trademark Office as an attorney; or (c) any Active Attorney Member of this Association (as defined under the immediately previous version of these By-Laws) in good standing at the date of adoption of this amended section.

(A) Local Attorney Member - any attorney member of the Association who has a principal office for the practice of law or a mailing address within 100 miles of the federal courthouse in Chicago. Local Attorney Members shall have all of the privileges of the Association.

(B) Non-Local Attorney Member - (a) any attorney member of the Association who has a principal office for the practice of law or a mailing address more than 100 miles from the federal courthouse in Chicago. Non-Local Attorney Members shall have all the privileges of the Association except voting and holding office.

(C) Honorary Attorney Member - any attorney who is a current or senior member of the Judiciary, including U.S. magistrate judges. Honorary Members shall be elected by majority vote of the Board of Managers and shall have all the privileges of the Association except voting and holding office.

(D) Local Faculty Attorney Member – any attorney who otherwise meets the membership requirements and is a full-time employee of an accredited law school located within 100 miles of the federal courthouse in Chicago. Local Faculty Members shall have all of the privileges of the Association.

(E) Non-Local Faculty Attorney Member – any attorney who otherwise meets the membership requirements and is a full-time employee of an accredited law school located more than 100 miles from the federal courthouse in Chicago. Non-Local Faculty Members shall have all of the privileges of the Association except voting and holding office.

(F) Senior Attorney Member- any attorney member of the Association who has reached the age of sixty-two (62) years, who has been a Local Attorney Member for ten years or more, who has either fully retired from the active practice of law or who works as an attorney no more than 500 hours per year, and who requests to be a Senior Member. Senior Members shall have all the privileges of the Association except holding office.

(2) Patent Agent Member - any non-attorney registered to practice in good standing before the United States Patent and Trademark Office as an agent. Patent Agent Members shall have all the privileges of the Association except voting and holding office.

(3) Paralegal Member - any non-attorney not qualified for other membership types and who is actively engaged in intellectual property work under the direction of an attorney. Paralegal Members shall have all the privileges of the Association except voting and holding office.

(4) Student Member - any law student regularly enrolled in an accredited law program. Student Members shall have all the privileges of the Association except voting and holding office.

(5) Exempt Member – any member of the Association who has reached the age of seventy (70) years, who has been a Member for ten years or more, and who requests to be an Exempt Member. Exempt Members shall have all the privileges of the Association they were entitled to immediately prior to becoming an Exempt Member being except holding office.

(6) Inactive Member – any member of the Association who has not paid the current IPLAC year’s dues required for his or her Membership type by the deadline set by the Board of Managers including any grace period set by the Board of Managers. Inactive Members may be denied any and all privileges of the Association until their dues are paid in full. Upon payment in full of outstanding dues, an Inactive Member shall no longer be an Inactive Member and shall resume having the membership type held prior to the failure to timely pay his or her dues.

SECTION 2. Applications for membership shall be made to the Board of Managers in writing or electronically through the IPLAC website, signed by the applicant, and shall be accompanied by a check made out to “IPLAC” or an online electronic payment in the amount of the dues for the appropriate membership type and fee category. Upon receipt of payment, such applicant shall immediately be placed on the IPLAC roster on a temporary basis and will have all the privileges of the Association except for voting and holding office during such time. The Board of Managers shall have power to elect or reject any applicant for membership and may delegate to a committee the power to admit new members, subject to disapproval within one hundred twenty days of committee approval by majority vote of a quorum of the Board of Managers. If the applicant is not recommended to be rejected by the Membership Committee, and is not rejected based on a majority vote of a quorum of the Board Managers within sixty (60) days of receipt of such membership application, the applicant shall be presumed confirmed as a member. The Board of Managers shall have the power to elect or reject any applicant for membership.

SECTION 3. Any member of this Association who, after a full hearing by an Ethics and Grievances Committee, shall be found by the affirmative vote of a majority of the entire membership of said Committee to have conducted his or her professional work in an unethical manner may be reprimanded, suspended, or dropped from the roll of members upon the affirmative vote of six (6) members of the Board of Managers.

ARTICLE IV      Officers And Board Of Managers

SECTION 1. The officers of this Association shall be a President, a President-Elect, a Vice-President, a Secretary, and a Treasurer. These officers, the immediate Past-President and other elected members of the Association, shall constitute a Board of Managers. The offices and other managers of this Association shall hold their respective offices until their successors shall have been elected and shall have accepted such election. In each election, the President-Elect and the Vice-President shall each be elected for one year and the Secretary, the Treasurer and the other members of the Board of Managers shall be elected for two years as hereinafter provided, except for the immediate Past-President who shall be a member of the Board of Managers for one year. The President-Elect shall automatically succeed to the office of President at the end of the year as President-Elect and then shall serve as President for one year.
SECTION 2. President, President-Elect and Vice-President. The President shall preside over all meetings of the Association and of the Board of Managers, except that in his or her absence the President-Elect shall preside, and in the absence of both the President and the President-Elect the Vice President shall preside. The President shall further discharge the duties usually pertaining to the office of President. Upon resignation of the President or upon his or her inability to act, the duties of the President shall devolve upon the President–Elect, and upon the latter’s resignation or inability to act while the office of President is still vacant or the holder thereof is still unable to act, the said duties shall devolve upon the Vice-President. The President-Elect, or Vice President upon whom the said duties shall thus devolve, shall act as President until the vacancy in a higher ranking office shall be filled or the inability of the holder thereof to act shall cease.

SECTION 3. Secretary. The Secretary shall, until the further order of the Association, keep the minutes of meetings of members of the Board of Managers, issue all notices required by these by-laws, be custodian of the corporate records of the Association, be responsible for keeping a register of the address of each member, act as Librarian, and perform all duties usually considered incident to the office of Secretary and such other duties as may be assigned to the secretary from time to time by the President or by the Board of Managers. With the consent of the Board of Managers, the duties of being custodian of the corporate records, keeping a register of the address of each member, acting as Librarian may be delegated to other Officers, Committees, or members of the Association.

SECTION 4. Treasurer. The Treasurer shall collect and have custody of all funds and securities of the Association, deposit all such funds in the name of the Association in banks or other depositories approved by the Board of Managers, make recommendations to the Board of Managers as to type of account or short term security which will return interest on unused funds and follow instructions of the Board thereon, keep full and regular books of account and make such available to an authorized auditing committee if requested to do so by the Board of Managers, disburse funds, give timely notice of dues and assessments as set forth in ARTICLE VII, and perform all duties usually considered incident to the office of Treasurer and such other duties as may be assigned to the Treasurer from time to time by the President or by the Board of Managers

SECTION 5. Board of Managers. The Board of Managers shall have general charge of the affairs, funds, and property of the Association. It shall consist of fourteen (14) members, of which five (5) shall be officers of the Association and one (1) shall be the immediate Past-President. The remaining eight (8) managers shall be divided into two classes, each class to consist of four (4) members to be elected biennially and to serve two years.

The Board of Managers shall have the power to fill by appointment any vacancy, which may occur in any office or in the membership of the Board, such appointments to be for a term not longer than until the next annual election and the acceptance of office by the person elected to fill such vacancy.

Eight (8) members of the Board of Managers shall constitute a quorum for the transaction of business. The President, the President-Elect during the absence of the President, the Vice-President during the absence of both the President and the President-Elect, or any two members of the Board of Managers may call a meeting of said Board.

Each of the elected members of the Board of Managers shall serve in a liaison capacity with respect to one or more of the Committees, the Committee assignments to be made by the President. The Board member shall have responsibility for working with an assigned Committee in setting up a Committee agency promptly upon the staffing of a Committee, for reporting to the President from time to time on the status of the work being done by the Committee, and for acting as the Committee advocate in bringing to the attention of the Board for approval, any action requiring such approval.

ARTICLE V       Committees

The Association shall have a Committee on Ethics and Grievances consisting of the President, President-Elect, Vice-President, Secretary, and Treasurer for the purposes set forth in Section 2 of Article III. The President shall appoint such other committees as in his or her judgment may be necessary to assist in conducting the activities for the Association. The President shall be ex-officio a member of all committees and shall designate a chairman and vice chairman for each such committee.

ARTICLE VI      Meetings And Elections

SECTION 1. Annual meetings of the Association shall be held at such time during the month of May each year as may be selected by the Board of Managers, and notice thereof shall be mailed (by post or electronically) to each member at least “fourteen” (14) days prior to such meeting. Other meetings of the Association may be held at such time as may be determined by the Board of Managers and special meetings may be called at any time by the President, or in his or her absence by the President-Elect, or in the absence of both the President and the President-Elect, by the Vice-President, or by four (4) members of the Board of Managers, or by any fifty (50) voting members of the Association upon reasonable notice. Meetings may be held in person and/or by electronic means.

SECTION 2. At the annual meeting of the Association, officers and managers, according to their classes, shall be elected by voice vote or by ballot if the President deems it necessary. Nominations for such officers and managers shall be made as follows: The President shall appoint a Nominating Committee to consist of seven (7) members at least thirty (30) days before the annual meeting. The Nominating Committee shall consist of the President-Elect, Vice President, President and four past Presidents. There shall be no more than one person from any law firm, corporation or other organization on the Nominating Committee. It shall be the duty of the Nominating Committee to select and prepare a list of candidates for the various offices to be filled at the annual election. The Committee shall report its nominations to the Secretary, and notice of such nominations shall be mailed (by post or electronically) to all members of the Association at least 14 days before the annual meeting. Candidates other than those presented by the Nominating Committee may be nominated by petition signed by any twenty (20) voting members of the Association and filed with the Secretary not less than seven (7) days before the annual meeting. In case more than one candidate shall be nominated for any office, the Secretary shall have reproduced an official ballot for the annual election designating the nominees for the offices for which they are standing, the names of those nominated for the same office to be placed in alphabetical order, and shall cause to be mailed (by post or electronically) a copy of such ballot to each member at least three (3) days before the annual meeting.

SECTION 3. A majority, but not less than fifty (50), voting members present shall constitute a quorum at any meeting of the Association but in the absence of a quorum a lesser number may adjourn the meeting to a future day, written notice of such adjournment to be caused to be mailed (by post or electronically) to each member of the Association by the Secretary.

SECTION 4. No member, except by unanimous consent, shall speak more than twenty minutes in the first instance to any question, nor more than five minutes a second time to the same question at any meeting, and the presiding officer may, by advance notice, restrict these times in his or her discretion.

ARTICLE VII       Indebtedness, Dues and Membership Fees

No indebtedness shall be incurred except upon approval of the Board of Managers, and the latter shall not incur indebtedness in excess of the actual funds in the treasury at any time.

The Board of Managers shall set an annual term in which dues will be owed (the “IPLAC year”). The annual IPLAC year dues shall be set by the Board of Managers for the various membership types as well as the deadline when such dues must be paid. The Board of Managers may also create different categories of fees within a particular membership type. For prompt payment of dues, the Board of Managers may allow such discounts as in its judgment the Board may determine. The Board of Managers may also accept late payment of dues or waive dues for a particular member as in its judgment the Board may determine.

Any Exempt Member or Honorary Attorney Member of the Association shall be exempt from the payment of dues.

Members who are unable to practice because of absence in the Armed Services, or because of illness, for a period extending over one calendar year, upon giving timely notice to the Board of Managers, shall at the Board’s discretion, be excused from payment of dues for each IPLAC year of absence.

It shall be understood that any surplus funds are assets of the Association as such and not of the individual members.

The Treasurer or other nominee of the Association shall send each member timely notice of dues or assessments. In the event payment is not received within a period of time set by the Board of Managers of not less than thirty (30) days after notice, the Treasurer or other nominee of the Association may send a second notice. If payment is not received within a period of time set by the Board of Managers of not less than thirty (30) days, the Treasurer or Membership Chairman may present the matter to the Board of Managers. The Board shall then decide whether to appoint one of its members to look into the matter further or to strike the name of the individual from the roll of the Association. After non-payment of dues for two years, the member shall be stricken from the roll of members of the Association absent contrary decision or action by the Board of Managers. In the event that a member is stricken from the roll, he or she shall no longer have the rights and privileges of membership, provided, however, that upon application of the individual and payment of dues, the Board of Managers may reinstate him or her as a member.

ARTICLE VIII       Notices

The Secretary shall mail (by post or electronically) notices to the last address of each member of the Association as the same may appear upon the books or records of the Association, of all annual and special meetings of the Association, for the annual meetings  “fourteen” (14) days in advance thereof and for other meetings of the Association five (5) days in advance thereof.

ARTICLE IX Amendments

Amendments to the By-Laws may be made at any meeting of the Association by two-thirds (2/3) vote of the members present, provided that the proposed amendments shall have been approved by a majority vote of the Board of Managers or by fifty (50) voting members, in writing, but not otherwise, at least seven (7) days prior to the meeting. Notice of the proposed amendments with a copy of the same shall be mailed (by post or electronically) to each member at least five (5) days before such meeting.