CONSTITUTION and BY-LAWS of the
NEW JERSEY INTELLECTUAL PROPERTY LAW ASSOCIATION

Adopted March 13, 2003

CONSTITUTION

ARTICLE I

NAME

The name of this association shall be the NEW JERSEY INTELLECTUAL PROPERTY LAW ASSOCIATION (hereinafter the Association).

ARTICLE II

STATEMENT OF PURPOSE

The purpose of this Association shall be to conduct meetings, lectures and seminars relating to the practice of intellectual property law as may be appropriate for the profession

ARTICLE III

MEMBERSHIP

1. The membership of this Association shall consist of Active, Life, Honorary and Student members as hereinafter defined.
2. The ACTIVE membership shall be limited to registered patent attorneys and agents and members of the bar of any state or of the District of Columbia who are actively and professionally engaged either in patent, trademark or copyright practice. Individuals who are not attorneys or registered patent agents, may, with the approval of the Board of Managers, become Active members.
3. The STUDENT membership shall consist of persons attending a recognized law school and who have expressed an interest in pursing a career in intellectual property law. No person shall be a student member for more than a total of five (5) years. Student members shall not be entitled to vote or hold office, but shall otherwise enjoy the privileges of membership.
4. The LIFE membership shall consist of active members in good standing who present satisfactory evidence to the Board of Managers that they shall have been an Active member for a minimum of five (5) consecutive years immediately preceding the request for Life membership and that they either (a) have been in active patent, trademark or copyright practice for at least forty years, or (b) have retired from the active practice of patent, trademark and copyright law. Life members shall continue to have all the rights and privileges they enjoyed prior to becoming Life members.
5. The HONORARY membership shall consist of those persons elected to this status by the Board of Managers. They shall be entitled to enjoy all the benefits of this Association except the right to vote or hold office.

ARTICLE IV

OFFICERS

1. The officers of this Association shall be a President, a President-elect, a Vice-President, a Secretary and a Treasurer.
2. Every officer shall be an Active member in good standing at the time of his nomination and election. Any officer who loses his Active status for any reason during his or her incumbency, or becomes otherwise disqualified to hold office, shall be deemed to have resigned from office.
3. Upon his or her election to and his or her acceptance of office, every officer shall hold office for a term of one year or until his or her successor shall have been duly elected and shall have accepted his or her duties.
4. The President-elect shall have no special duties as such but upon the expiration of his or her term as President-elect he or she shall automatically become President for the succeeding one-year term.

ARTICLE V

BOARD OF MANAGERS

1. The elected officers shall constitute the Board of Managers. The immediate Past-President shall attend Board of Managers meetings, and is entitled to participate as a full voting member, in the event he or she is required to constitute a quorum. By “immediate Past-President†is meant the President of the previous year. If such president is unavailable due to death, resignation or disqualification, at any time, the Board of Managers shall fill the vacancy from previous Past-Presidents of the Association.
2. The Board shall have general charge of the affairs, funds and property of the Association, but its powers and duties relative thereto, as well as its organization, shall be in conformity with such rules and regulations as may be adopted by the Active membership.

ARTICLE VI

BY-LAWS

1. There may be a body of By-Laws, framed within the provisions of this Constitution, to govern the conduct of the business of the Association.
2. Any By-Law, rule, or regulation enacted, or any motion or resolution passed, in violation of any part of this Constitution, shall be void and of no effect. However if such By-Law, rule, regulation, motion or resolution is severable, only such parts thereof which are in conflict with this Constitution shall be void.

ARTICLE VII

CODE OF PROFESSIONAL RESPONSIBILITY

The Code of Professional Responsibility of the United States Patent and Trademark Office as set forth in 37 CFR 10.20 through 10.129 shall be used as the standards of professional ethics by which members of this Association shall be judged.

ARTICLE VIII

AMENDMENT OF CONSTITUTION

1. This Constitution may be amended only by formal motion or resolution brought before the membership at any regular business meeting during which meeting an opportunity is given for a full discussion thereof, however, the discussion at this meeting may be limited to not exceed one-half hour.
2. It shall be the duty of the Secretary to notify every Active member by mail at least fifteen (15) days prior to the next business meeting of the proposed amendment and to include a copy thereof with the notice.
3. At the next succeeding business meeting the proposed amendment shall be brought up as the first order of unfinished business and another opportunity given for discussion before the question is voted upon.
4. Subsidiary motions to amend the main motion shall be in order and may be voted upon at either meeting.
5. A two-thirds vote of the Active members present at the second business meeting shall pass the amendment.

BY-LAWS

of the

NEW JERSEY INTELLECTUAL

PROPERTY LAW ASSOCIATION

ARTICLE I

MEMBERSHIP

1. Any person meeting the qualifications set forth in Section 2 and 3 of Article III of the Constitution may become a member of this Association upon making application therefore, in writing, signed by the applicant and endorsed by at least one Active member of the Association. The application shall be filed with the Board of Managers and shall be accompanied by the required initiation fee. A ballot shall be taken by the Board of Managers on each pending application. A two-thirds affirmative vote of those present shall be required to elect the applicant.
2. The Secretary shall notify each applicant whether or not his or her application for membership was accepted or rejected by the Board of Managers. If rejected, the fee shall be returned without giving any reason for the rejection.
3. Upon submission of evidence satisfactory to the Board of Managers that the requirements of Article III, Section 4 of the Constitution are met, any Active member may be elected to Life membership. An Active member elected to Life membership may continue to vote and to hold office so long as he or she otherwise meets all the requirements for Active membership.
4. Honorary members may be elected by the Board of Managers without a written application or notice to the membership.
5. Any member of this Association, who has been found guilty of conducting his or her professional work in an unethical manner by a court of competent jurisdiction or a duly constituted tribunal, may be reprimanded, suspended or expelled from the Association in accordance with the provisions of Article V, Section 3 (c) of the By-Laws. Any member of the Association who, after having received notice of either his or her suspension or that he or she has been dropped from the rolls as a result of an adverse finding by the Ethics and Grievances and Unauthorized Practices Committee, may appeal to the active membership at any regular business meeting within sixty days from the date of the notice. A two-thirds vote of the Active membership present shall be required to overrule the action of the Committee and the Board. During the month of October, the Board of Managers shall meet and consider the cases of all suspended members and shall determine whether to expel any of them. Written notice shall be sent to each affected member at least fifteen (15) days prior to such meeting that he is at risk of expulsion and requesting that he or she state why such action should not be taken. A majority vote of the Board of Managers shall be sufficient to expel any member under this section. The Board of Managers shall have discretionary authority to reinstate former members and suspended members waiving normal admission requirements.
6. An appeal shall lie to the active membership from any action taken by the Board of Managers, other than that specified in Section 5 of this article, which shall in any way abridge or tend to abridge the rights and privileges of any member; (a) the appeal shall be brought by the aggrieved party, or his or her representative in writing, setting forth in particularity the action of the Board complained of and the relief sought; (b) except as provided for, the appeal shall be brought within ninety (90) days from the date of the action complained of; and (c) a two-thirds vote of the active membership present shall be required to overrule the action of the Board

ARTICLE II

OFFICERS

1. The powers and duties of the officers shall be as follows:
   (a) The President shall preside over all meetings of the Association and of the Board of Managers. He or she shall appoint all committees established by the By-Laws. Except as may be herein provided for to the contrary, he or she shall have all the powers and duties usually pertaining to the office and as defined in the Rules of Order which may be adopted by the membership.
   (b) The Vice-President shall have the power and duty to preside over any meeting of the Association or of the Board of Managers at which the President is absent. He or she shall have power to appoint any committee authorized by a meeting over which he has presided. Upon the resignation, disqualification or death of the President, or upon the inability of the President to perform his or her duties for any other reason, the Vice-President shall have the full powers and duties of the President until the President-elect assumes office or until the President resumes his or her duties.
   (c) Should both the President and the Vice-President be absent from any meeting, the remaining officers, in the following order, shall preside:, President-elect, Treasurer, Secretary. The person so acting shall preside over the business of that meeting only and shall have all the powers of the President while acting in that capacity.
   (d) The Secretary shall discharge all the duties usually pertaining to the office. He or she shall keep a record of all proceedings of the Association and of the Board of Managers. He or she shall notify officers and members of their election and of their appointment to committees; keep a roll of members and their addresses; conduct all official correspondence; and give reasonable and due notice of all meetings.
   (e) The Treasurer shall collect and, under the direction of the Board of Managers, care for and disburse all funds of the Association. He or she shall keep full and regular accounts. All checks of the Association shall be signed by any two officers. The Treasurer shall be under bond whenever the cash in the treasury exceeds the sum of $500.00.
2. All offices shall be elected as follows:
   (a) There shall be a nominating committee comprising three active members of the Association of which the President-elect shall be the chairman. If the President-elect no longer holds office, any Active member may be appointed as chairman. Neither of the remaining two members shall be an incumbent officer of the Association. The entire nominating committee shall constitute a quorum and shall meet and prepare a slate of one nominee for each office except for the office of President. In the event the President-elect no longer holds office at the time this committee prepares its slate, it shall include a nomination for the office of President. The slate shall be reported to the Secretary who shall mail a notice of the proposed nominations to all active members prior to the November regular business meeting.
   (b) At the October business meeting, a reasonable opportunity shall be given to the active membership to nominate additional candidates from the floor. Each nomination shall require the support of at least five Active members. Voting on the slate of nominees shall be included on the agenda for the November regular business meeting.
   (c) Voting shall be by secret ballot in any case where more than one candidate is nominated for the same office. Where a candidate is unopposed, any method of voting acceptable to the members present at the November meeting may be employed. A majority of the votes cast shall elect any candidate to office. Should there be a tie vote between two candidates or should there be a failure to elect where three or more candidates were voted upon, the ballot shall be recast once. Should there be a failure to elect a candidate for any office by this procedure, nominations shall be again taken from the floor and another ballot cast for that office, this procedure being repeated until the office is filled. It shall be out of order to renominate any person who failed to be elected on a previous ballot.
   (d) All officers elected at the November meeting shall take office as of the first day of January following their election.
3. The filling of vacancies in office shall conform to the following rules:
   (a) If a vacancy occurs in any office, except that of the President or President-elect, it may be filled by an appointment of the Board of Managers.
   (b) An Acting Secretary may be appointed by the presiding officer at any meeting at which the Secretary is absent, or over which it is necessary for the Secretary to preside. The person so appointed shall be responsible for the minutes of that meeting.

ARTICLE III

BOARD OF MANAGERS

1. The Board of Managers shall meet at such times and intervals as is consistent with and reasonably necessary for the conduct of business.
2. Any three members of the Board shall constitute a quorum to transact business.
3. The Board shall have the powers enumerated in Article V, Section 2 of the Constitution but limited in scope as follows:
   (a) The Board may authorize and direct the payment of monies out of the treasury to meet any just and proper obligation of the Association, such payments to be made in the manner provided for in Article II, Section 1, paragraph (e) of the By-Laws.
   (b) The Board may enter into any agreement or contract in the name of the Association in furtherance of the purposes defined in Article II of the Constitution Any agreement or contract not within the ordinary business of the Association shall be ratified by a two-thirds vote of the Active members present at a regular meeting before it shall be binding upon the membership. A notice shall be mailed to the active members at least ten (10) days before such regular business meeting, notifying them of the substance of such agreement or contract and the date when its ratification will be voted upon.
   (c) The Board shall have the power to elect members to the Association in accordance with the provisions of Article I of the By-Laws.
   (d) The Board may fill vacancies in office in accordance with Article II, Section 3, Paragraph (a) hereof.
   (e) The Board shall have any other power not specifically prohibited by the By-Laws or by the Constitution, provided the exercise thereof is in furtherance of the purposes of the Association.
   (f) The Board shall not have power to dispose of any real property owned by the Association or any furniture, fixtures, books, records or papers of the Association except by specific authority granted on notice by the Active membership at a regular business meeting.

ARTICLE IV

MEETINGS

1. The regular meetings shall be held at a time and place determined by the Board of Managers, except, however, the Active members may, at any meeting, by motion or resolution, set a different time or place for any future meeting.
2. Special meetings may be called by the President, in his absence by the Vice-President, or by any two members of the Board of Managers, provided notice thereof is mailed to every Active member, at least five (5) days before the date set, giving the time, place and purpose of the meeting.
3. The Board of Managers shall establish the agenda for the regular business meetings on the advice of the Active members.
4. Robert's Rules of Order shall govern in all matters not specifically covered by the By-Laws and whenever such rules are not in conflict with the Constitution.6. The regular order of business may be suspended at any meeting by a two-thirds vote of the Active members present; provided however the rules pertaining to the election of officers at the November regular business meeting cannot be suspended. Matters not otherwise specified, which are to be acted upon at any regular business meeting, shall require the vote of two-thirds of the Active members present.

ARTICLE V

COMMITTEES

1. The standing committees shall be as follows:
   (a) Constitution and By-Laws
   (b) Ethics, Grievances and Unauthorized Practices
   (c) Jefferson Medal

2. The term of appointment for all standing committees shall be for one year and shall begin on the first day of January of the year following their appointment.
3. The duties of the several standing committees shall be as follows:
   (a) The Constitution an By-Laws Committee shall keep informed of the provisions of the Constitution and the By-Laws of this Association and shall act in an advisory capacity to the Board of Managers and the Association in cases of any dispute arising out of a question of order or procedure. It shall also be responsible for the preparation of such amendments to the Constitution and to the By-Laws as are referred to it as well as to render an opinion on any such amendment proposed by a member of the Association. Final appeal with respect to the interpretation of any provision of the Constitution or By-Laws shall rest with the Active members at any regular meeting.
   (b) The Ethics, Grievances and Unauthorized Practices Committee shall investigate any question of professional misconduct of any member of this Association, upon the reference of such question to it by any responsible person. The Committee shall make an immediate investigation of every such question and shall report its findings and recommendations to the Board of Managers within sixty (60) days from the date the matter is referred. If the breach is of such a serious nature as to warrant a full hearing, such a hearing will be held before the full Board of Managers. If as a result of the hearing, the Board of Managers feels that the breach is serious enough to warrant expulsion from the Association, a vote of the Active members of the Association is to be taken at the next regular business meeting. A two-thirds vote of the Active members present is required to warrant expulsion from the Association. It shall be the duty of the Board of Managers to report any such vote of expulsion to the Office of Enrollment and Discipline of the USPTO. Such a report shall not be made until the expiration of the time for appeal and the final determination of any appeal which may be taken under Article I, Section 6 of the By-Laws.
   (c) The Jefferson Medal Committee shall consist of the President-elect and at least seven Active members of the Association who are not Board members. It shall have general charge of the Jefferson Medal Dinner, including planning, hotel arrangements, speakers and all other business matters pertaining to the dinner. The Committee shall also receive nominations for the recipient of the Jefferson Medal, shall make a confidential investigation of these nominees and, shall make a tentative selection of a recipient who, in the opinion of the Committee, best meets the purposes and objectives for which the medal was established, i.e. to honor one who has made an exceptional contribution in either the patent, trademark, or copyright field. This tentative selection shall be reported to the Board of Managers and, with the concurrence of the Board, the person so selected may be named to receive the Jefferson Medal to be awarded at the Jefferson Medal Dinner. The Committee shall turn over all receipts to the Association Treasurer for safe keeping and all dinner bills after approval by the Committee Chairman, may be paid by the Treasurer without the additional approval of the Board of Managers. The Committee shall keep its own accounts and render a financial report to the Board as soon as possible after the dinner.

4. Special committees may be appointed by the Board of Managers at any time for a purpose within the scope of the purposes of this Association. Unless otherwise specified at the time of its appointment, or unless it is earlier discharged by the President, the term of the appointment of each special committee shall continue until its objective has been achieved and its final report has been received and accepted by the Association.

ARTICLE VI

ADMISSION FEES AND DUES

1. The Board of Managers shall establish the annual dues for those categories of members set forth in Article III of the Constitution. Each year the Board of Managers shall review the established d dues, the past expenditures of the Association, its current financial obligations and the expenses that that may reasonably be forecast. The Board of Managers shall give written notice to all members of any proposed increase in the dues. The increased dues shall automatically go into effect unless the Secretary receives, a petition signed by at least ten (10) Active members, requesting that the increase be submitted to the membership for approval. If such a petition is received, the increase shall be submitted for approval by the membership at the next possible regular meeting. Written notice thereof shall be mailed by first class mail to the membership at least ten (10) days prior to the meeting. If the increase is not approved, any member may propose by motion a lesser increase and this lesser increase shall be adopted if approved by a majority of the members present at the meeting. Once determined, the dues shall not be altered during the calendar year.
2. The dues shall be payable on January 1 of each year, and the Treasurer shall send written notice to the membership before January 1, requesting payment of the dues. The Treasurer shall send a further notice to members whose dues remain unpaid on April 1. Any member who shall fail to pay his or her dues within one year after they are due shall be given written notice of their removal from the roles, mailed to his or her business and/or home address of record. The member so notified shall be automatically suspended unless his or her dues are paid in full within thirty (30) days after the sending of the notice. A copy of the text of this section shall be included in the notice.
3. No former or suspended member may be reinstated if any past dues remain delinquent.

ARTICLE VII

AMENDMENTS TO BY-LAWS

1. The By-Laws may be amended at any regular business meeting by a two-thirds vote of the Active membership present. Written notice of the proposed amendment is to be mailed to the active membership at least fifteen (15) days prior to the meeting.
2. Every proposed amendment shall be submitted to the Secretary at least twenty (20) days prior to the meeting, shall be in writing, and signed by its proponent and at least one endorser who shall be a member of this Association.