Proposed by-law amendment

Volume 50, Issue 1

Further to the official notice distributed to the members on November 6, 2019, and per Article X of the By-Laws of Boston Patent Law Association, Inc. (BPLA), the Board of Governors writes to provide to the membership notice of a proposed by-law amendment. This publication constitutes notice to the entire BPLA membership of the proposed amendment. The membership will vote on the proposed amendment at the annual meeting on December 6, 2019, at the Seaport World Trade Center, Boston, MA.

BY-LAWS OF BOSTON PATENT LAW ASSOCIATION, INC.

ARTICLE I: NAME

The name of this Association shall be: The Boston Patent Law Association, hereafter called the Association.

ARTICLE II: OBJECTS

The objects of this Association shall be:

to provide an organization capable of acting in concert in connection with matters relating to laws and practices in the fields of patents, trademarks, copyrights and other intellectual property matters; to concern itself with other matters such as the welfare, honor and dignity of the legal profession and to act in the best interest of the public it serves;
to promote the development of industry and the useful arts by the establishment and maintenance of intellectual property rights; to disseminate information of interest to authors, to inventors, and others concerned with the laws of intellectual property;
to stimulate interchange of thought along all lines of common interest;
to maintain high professional standards;
to foster good fellowship and promote good social relations among its members;
to take action concerning proposals affecting the patent, trademark, copyright and other intellectual property laws as well as the administration thereof;
to protect the administration of such laws against practices tending to impose upon the public or to bring into disrepute the American System of patents, trademarks, copyrights and other intellectual property; and generally, to consider and act upon other related matters as may be of common interest.

ARTICLE III: MEMBERSHIP

The membership of this Association shall consist of , four

five

classes of membership: Attorney, Non-Attorney, Foreign Counsel, Government Employee and Life. Membership is subject to the requirements below, and is subject to the discretion of the Board of Governors.

(A) ATTORNEY MEMBERS. Attorneys at law who are in good standing in any court of record in the United States, or any of the States or territories thereof, and engaged in the practice of patent, trademark, copyright, or other intellectual property law shall be eligible for Attorney membership. Attorney Members shall have the right to vote. Only Attorney Members who reside or have a principal office in the First Federal Judicial Circuit shall have the right to hold office.

(B) FOREIGN COUNSEL MEMBERS. Foreign attorneys, patent agents, and trademark agents who are in good standing to practice patent, trademark, copyright, or other intellectual property law in the courts or patent and/or trademark office (or equivalent) of any country outside of the United States shall be eligible for Foreign Counsel membership. Foreign Counsel Members shall not have the right to vote or the right to hold office.

(BC) NON-ATTORNEY MEMBERS. Non-Attorney Members shall have the powers, privileges, and obligations of Attorney Members of the Association except those of voting and holding office. The following categories of persons who do not qualify for Attorney Membership and who reside or have a principal place of business in the First Federal Judicial Circuit may be eligible for Non-Attorney Membership:

(1) patent agents registered in the United States Patent and Trademark Office; (2) students who are enrolled and in good standing in an accredited law school; (3) paralegals and technical specialists who are employed by, or provide services to, a firm or company engaged in the practice of patent, trademark, copyright, or other intellectual property law; (4) inventors, engineers, scientists, researchers, technicians, authors, and artists; (5) academics and university students (a) in any science, engineering, or technical field recognized by the United States Patent and Trademark Office or (b) who have demonstrated a verifiable interest in intellectual property issues; (6) subject matter consultants and experts who regularly advise or provide services to intellectual property lawyers and their law firms; provided, however, that they are not seeking membership merely as a means to gain access to sales and business opportunities; (7) others who have demonstrated a verifiable interest in intellectual property issues and who are not seeking membership merely as a means to gain access to sales and business opportunities. In exercising its discretion to admit or deny admission to Non-Attorney Members, the Board of Governors may delegate its authority to the Secretary of the Board of Governors. The Board of Governors reserves the right to revoke membership of any person deemed by the Board of Governors to be marketing products or services to other members to the detriment of the Association.

(CD) GOVERNMENT EMPLOYEE MEMBERS. Government Employee Members shall have the powers, privileges, and obligations of Attorney Members of the Association except those of voting and holding office. Subject to the discretion of the Board of Governors, the following categories of persons who reside or have an office in the First Federal Judicial Circuit may be eligible for Government Employee Membership, even if they would otherwise qualify for Attorney Membership:

(1) federal and state court judges, including magistrate judges, who sit in any federal or state court located within the First Federal Judicial Circuit; (2) any judge of the Court of Appeals for the Federal Circuit and any justice of the United States Supreme Court; (3) Law clerks for any judge included in Sections C(1) and (2) above; (4) Employees of the United States Patent and Trademark Office, including the Trademark Trial and Appeal Board and the Patent Trial and Appeal Board; (5) other employees of the federal government who have an official interest in, or official responsibility for, establishing, overseeing, or implementing intellectual property policy and practice; and (6) other government employees of states or territories within the First Federal Judicial Circuit who have an official interest in, or official responsibility for, establishing, overseeing, or implementing intellectual property policy and practice.

(DE) LIFE MEMBERS. All Attorney,

Foreign Counsel

, Non-Attorney, and Government Employee Members upon reaching the age of seventy shall automatically qualify as Life Members of the Association. Life Members shall continue to have all the powers, privileges and obligations they had prior to becoming Life Members except that they shall be exempt from the payment of dues.

(EF) Each application for membership shall be submitted to the Association. The Secretary shall review the eligibility of the applicant for membership. Subject to meeting eligibility requirements and the Board’s discretion, the applicant becomes a member upon payment to the Treasurer of such dues and fees as are required.

ARTICLE IV: OFFICERS AND BOARD OF GOVERNORS

Section 1 - The Officers of the Association shall be a President, a President-Elect, a Vice President, a Secretary and a Treasurer (hereinafter “Officers”), and they together with four other members of the Association, one of whom shall be the Immediate Past President, (hereinafter “Board Members”), shall constitute the Board of Governors. Except for the President and President-Elect, who shall automatically assume the positions of Immediate Past President and President, respectively, the Officers and Board Members shall be elected at the Annual Meeting of the Association and shall serve from the date of their election until their successors are elected.

Section 2 - The Board of Governors shall manage the affairs of the Association subject to these By-Laws.

Section 3 - The President shall be vested with the executive authority and shall perform all of the duties incumbent on that office including that of presiding at the meetings of the Association and of the Board of Governors.

Section 4 - The President-Elect and Vice President shall perform such duties incumbent upon the office of President as are delegated to them by the President.

Section 5 - The Secretary shall keep and maintain the proceedings of Annual and Special Meetings of the Association, of meetings of the Board of Governors, and of all matters of which a record shall be ordered by the President or by the Board of Governors. Under the direction of the Board of Governors, the Secretary shall also coordinate the processing of membership applications.

Section 6 - The Treasurer shall keep at all times a complete roll of the members identifying the class of membership to which each belongs; collect and, under the direction of the Board of Governors, disburse all funds of the Association; keep regular accounts in books belonging to the Association which shall be open to the inspection of any member upon reasonable notice; report in writing at the annual meeting the balance of money on hand, existing appropriations, receipts, and disbursements of the past year, suitably classified, and all outstanding obligations of the Association, with an estimate of the resources and probable expenses of the coming year; and make any suggestion pertinent thereto which may be deemed proper.

Section 7 - The Board members shall perform such normal and customary duties as may be delegated to them by the President.

ARTICLE V: MEETINGS OF THE ASSOCIATION

Section 1 - At all meetings of the Association the President shall preside, or in the President's absence the President-Elect, or in the absence of the President and the President-Elect, any other Officer or Board Member of the Board of Governors.

Section 2 - The Annual Meeting of the Association shall be held on the first Wednesday of December of each year except that the Board of Governors may upon written notice sent to each member at least one week prior to the said first Wednesday set a later date for the Annual Meeting on any business day between the said Wednesday and the fifteenth day of December. Special meetings may be called from time to time by the President and shall be called by the President upon written request of any seven voting members of the Association. The time and place of all such special meetings shall be determined by the President. All special meetings shall be called by written notice sent by the Secretary to each member stating the time and place and purpose of the special meeting at least three days preceding the date set for such special meeting.

Section 3 - Twelve voting members shall constitute a quorum at any Annual or Special Meeting of the Association.

Section 4 - At each Annual Meeting of the Association the Order of Business shall be as follows: 1. Reading of the Minutes of the preceding Annual Meeting 2. Report of the Secretary 3. Report of the Treasurer 4. Reports of the Standing Committees 5. Reports of Special Committees 6. Unfinished business 7. Report of the Nominating Committee 8. Election of Officers and Board Members to jointly comprise the Board of Governors 9. New Business

ARTICLE VI: NOMINATION AND ELECTION OF OFFICERS AND BOARD MEMBERS OF THE BOARD OF GOVERNORS

Section 1 - A Nominating Committee of not less than three voting members of the Association shall be appointed by the President not later than October 1st of each year. The Nominating Committee shall then select by a majority vote from the

voting

membership the names for the offices of President-Elect, Vice President, Secretary and Treasurer and three other names of members for the Board Members. If the incumbent elected President-Elect or President has resigned or otherwise signifies an intention not to take office as President or Immediate Past President, respectively, at the next Annual meeting, the Nominating Committee shall also select from the membership a name for the respective office of President and/or Board Member. If the vote of the Nominating Committee is not unanimous, the Nominating Committee will specify the number of votes for and against each nominee. Not later than four weeks before the Annual Meeting, the Nominating Committee shall report its nominations to the Secretary who shall at least two weeks prior to the Annual Meeting provide a notice to the entire membership of the Association of the ensuing Annual Meeting and the names of the nominees selected by the Nominating Committee for each position.

If the Nominating Committee does not report its nominations in a timely manner, the President may, at his or her discretion, either add members to the Nominating Committee or appoint a new Nominating Committee to take expedited action. In the event the Nominating Committee does not report its nominations in a timely manner, the President may also revise the timeline set forth in Sections 1 and 2 of Article VII by extending each time period by no more than two weeks.

Section 2 - Any group of five voting members of the Association in good standing may, by notifying the Secretary in writing at least two weeks prior to the Annual Meeting, nominate any eligible member of the Association to any Officer or Board Member of the Board of Governors position, except for the two positions for which appointment is automatic (i.e., Immediate Past President and President) to be voted upon and any such nominee shall be voted upon at the election along with all other nominees the same as if such nominee were selected by the Nominating Committee in the manner heretofore provided.

Section 3 - The President-Elect shall take office as President at the Annual Meeting next succeeding his or her election as President-Elect. The President shall take office as Board Member (Immediate Past President) at the Annual Meeting next succeeding his or her election as President.

Section 4 - The election of Officers and Board Members of the Board of Governors shall be held at the regular Annual Meeting of the Association.

Section 5 - When there is more than one nominee for any office, election shall be by secret ballot taken at the Annual Meeting and those nominees receiving the highest number of votes for the respective offices shall be declared elected to such offices. In the event of a tie vote between candidates for any office, the matter shall be resolved by a secret ballot of the present Officers and Board Members in attendance at the Annual Meeting.

Section 6 - In the event that a vacancy occurs in the office of President, the President-Elect shall without election fill that office for the remainder of the unexpired term. In the event that a vacancy occurs in any other position, the Board of Governors may appoint a member to fill that vacancy for the remainder of the unexpired term. In the event that a nominee withdraws his or her nomination between being nominated and the Annual Meeting, the Nominating Committee may appoint another member for nomination.

Section 7 - No member installed or elected as President at an Annual Meeting shall be entitled to succeed to that office at the next subsequent Annual Meeting.

ARTICLE VII: FISCAL YEAR AND DUES

Section 1 - The fiscal year of this Association shall commence December 1st.

Section 2 - Each Attorney, each Non-Attorney Member, and each Government Employee Member of the Association shall pay annual dues thereto in such amount as may be established from time to time by the Board of Governors and these dues shall be due and payable on December 1st of each year. The Board of Governors shall have the authority to impose a late fee if dues are not paid within sixty days of the date due.

Section 3 - Any member sixty days in default in the payment of his or her dues may be notified in writing by the Treasurer of such default, and if still in default sixty days after such notice, may be dropped from the rolls by the Board of Governors and shall thereupon cease to be a member. A member so dropped from the Association for non-payment of dues may be reinstated by the Board of Governors upon payment of the amount in default.

Section 4 - For any period when the United States is at war, or for the period of any national emergency as proclaimed by the President or declared by the Congress, the Board of Governors upon written notice that any member is on active duty with the Armed Forces of the United States, may remit that member's dues thereafter due for the period of active duty to the termination of such periods, and if the member shall continue on active duty thereafter, the Board may, in its discretion, extend the period of remission of dues to include a further period of active duty, not exceeding one year. The member whose dues are so remitted shall retain all the rights of previously held membership, and by acceptance of then remission of dues, shall assume the obligation to notify the Treasurer in writing of the termination of his or her active duty.

ARTICLE VIII: MEETINGS OF THE BOARD OF GOVERNORS

The President or President-Elect or any two other Officers and/or Board Members of the Board of Governors may call a meeting of the Board of Governors on reasonable notice. Five Officers and/or Board Members of the Board of Governors shall constitute a quorum for the transaction of business.

ARTICLE IX: STANDING COMMITTEES

The Board of Governors may establish or dissolve standing committees. The Chairpersons of the standing committees of the Association shall be appointed by the incoming President-Elect, subject to approval of the Board of Governors, no later than the second meeting of the Board of Governors immediately after the Annual Meeting. Each standing committee shall have one or more Chairpersons. Appointments of the Chairpersons shall be announced as soon as possible after the Annual Meeting, at which time their terms shall commence. The Chairpersons shall serve until their successor is appointed by the incoming President-Elect.

Special committees may be appointed from time to time by the President.

ARTICLE X: PROFESSIONAL CONDUCT

All members of this Association shall conform to the standards of ethical and professional conduct generally applicable to attorneys before the Courts of the United States, the United States Patent and Trademark Office, and the Copyright Office. Failure to so conform shall render a member liable to disciplinary action or expulsion by the Board of Governors.

ARTICLE XI: BY-LAW AMENDMENTS

These By-Laws may be amended at any meeting of the Association by a two-thirds vote of voting members in good standing who may be present and constituting a quorum, provided that a copy of the proposed amendment subscribed to by at least five

voting

members in good standing has been provided to the membership not less than thirty days prior thereto.

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