U.S. PATENT & TRADEMARK OFFICE
INTELLECTUAL PROPERTY SOCIETY OF IRANIAN AMERICANS
(USPTO IPSIA) ORGANIZATIONAL CHARTER & BYLAWS
(As of October 2009)
ARTICLE I. PURPOSE
The purpose of this document is to establish and to seek recognition of a volunteer employee organization in the U.S. Patent & Trademark Office under the standards and requirements of Commerce Department Administrative Order 202-707.
ARTICLE II. NAME
The name of this organization shall be the U.S. Patent & Trademark Office Intellectual Property Society of Iranian Americans (USPTO IPSIA).
ARTICLE III. GOALS
USPTO IPSIA shall seek to:
- Assist the U.S. Patent & Trademark Office (USPTO) in promoting and effecting the full and equitable representation of its Iranian American employees by enhancing their career and professional development and publicizing their contributions, accomplishments, and capabilities;
- Support and promote the diversity goals of the USPTO;
- Foster a working environment at the USPTO that is free of prejudice, bias and stereotypes;
- Inform USPTO employees about the broad and diverse cultural and social heritage of the Iranian American community and encourage the celebration of that heritage;
- Foster a forum for discussion, cooperative learning, and understanding of the developments in the field of Intellectual Property law; and
- Foster friendship and networking among Iranian American employees of the USPTO and all employees of the USPTO.
ARTICLE IV. POLICIES
- The scope of USPTO IPSIA’s interests and activities shall include the entire U.S. Patent & Trademark Office;
- USPTO IPSIA shall be a secular, nonpartisan and not-for-profit organization. The organization shall be supported by membership dues or other sources in accordance with the USPTO’s administrative, financial, ethical, and legal requirements;
- USPTO IPSIA shall not discriminate against any person on the basis of race, color, creed, sex, gender, sexual orientation, disability, religion, national origin, age, marital or parental status, political or other affiliation, or membership in a labor organization; and
- As a voluntary organization under the umbrella of the USPTO, IPSIA is affiliated solely with the USPTO and the U.S. Department of Commerce. However, the activities, programs, or services of USPTO IPSIA shall not be represented, directly or indirectly, as official functions or activities of the USPTO or of any USPTO official.
- IPSIA shall abide by strict ethics guidelines provided by the USPTO and the U.S. Department of Commerce.
ARTICLE V. MEMBERSHIP
- Full Member in USPTO IPSIA is open to all current Patent and Trademark Office employees who support the goals of the organization as set forth in Article III above. A Full Member in good standing shall be afforded all the rights, privileges, and obligations of membership, including, but not limited to, the right to vote, the right to seek office, and participation in organization activities.
- A member in good standing is a member who meets the qualifications set forth in this charter & bylaws or as set by the Board of Directors and one who has signed a membership form or renewed his/her membership for the calendar year, which shall be the operational year of the organization.
- As a voluntary organization under the umbrella of the USPTO, IPSIA shall abide by strict ethics guidelines provided by the USPTO and the U.S. Department of Commerce. Members must be current USPTO employees and only such members may attend IPSIA meetings. Friends and family of USPTO employees may be invited to attend IPSIA social events, but during these social events serious discretion is always required when speaking with non-USPTO employees especially if the non-USPTO employees are attorney/agents, and especially when the attorney/agent currently prosecutes and conducts interviews for patent applications before the USPTO.
- IPSIA member information and the membership email list are for internal USPTO use only and the information and email list are not to be distributed to non-USPTO employees or outside of the office personnel.
- Under the “Guidelines for Using the Membership Email List,” a discussion with a board member is required before a person may forward or send a mass email to the entire membership of IPSIA, or an email to a large part of the membership, especially when the email concerns an activity not sponsored by IPSIA. Suggestions or comments should be presented at membership meetings or communicated to an officer who will compile information from several people into a single email which will be sent to the membership.
ARTICLE VI. BOARD of DIRECTORS
The Board of Directors shall consist of:
- Officers including: a President, a Vice-President, a Treasurer, and a Secretary;
- Immediate Past President
- TC/Dept. Representatives, each representing their respective Department offices within the USPTO: The major Department offices are:
- Trademark Office
- Office of the Chief Financial Officer / CIO/SIRA/PUBS/PCT/OED
- The Boards of Patent and Trademark Appeals (BPA/BTA)/SOL/OLIA/Comm. Office/ & other areas
- Patent Technology Centers 1600, 1700/2900, 2100, 2400, 2600, 2800, 3600 & 3700
ARTICLE VII. NON-PROFIT ORGANIZATION
USPTO IPSIA shall be operating as a non-profit organization under the guidelines of IRC Section 501 (C) (3).
ARTICLE I. MEMBERSHIP FEES
Membership dues are $52 for one calendar year, which starts in January. Membership dues can be paid by cash, check or payroll deduction if eligible. Membership dues will be prorated if member signs up during the year other than January.
ARTICLE II. MEETINGS
- Meetings of the Board of Directors shall be held regularly and shall occur no less than once every two months. Board of Directors meetings shall be open to the general membership. Quorum for Board of Directors meetings shall be 50% of voting Board of Directors members. A Board of Directors Member shall be considered present for the purposes of quorum and voting if he or she is participating by conference call or other telecommunications mode.
- The Annual Meeting of USPTO IPSIA shall be in November of every year. The primary items for consideration at this meeting will be a year-end report by the current President and Board of Directors, a financial report by the Treasurer, and introduction of the Board of Directors for the next calendar year.
ARTICLE III. DUTIES & POWERS OF THE BOARD of DIRECTORS
- The Board of Directors shall: organize, direct, and coordinate all activities of USPTO IPSIA; develop the agenda and preside at all meetings of USPTO IPSIA; call any special meetings; establish procedures for elections; serve as the official representatives and spokespersons for USPTO IPSIA; establish Standing Committees and such special committees as may be desirable and approve Chairs and members to the Standing Committees as needed; and inform the Iranian American community of relevant concerns, issues, and activities of USPTO IPSIA.
- Each Director shall: contribute to performing the responsibilities of the Board of Directors.
- The President shall: be the presiding officer at all Executive Committee, Board of Directors, and general meetings and at the Annual Meeting; represent USPTO IPSIA at meetings with USPTO officials and other organizations; appoint annually Standing Committee Chairs and a Nominating/Election Committee, composed of three USPTO IPSIA members, with the approval of the Board of Directors. Standing Committees shall include but not limited to: Membership, Public Relations, Treasury, Website, Social Events, Cultural Events, and Speaker Events. Standing Committee members and chairs shall be named by the first Board of Directors meeting following January 1st. The President shall serve ex officio on all Standing Committees except the Nominating/Election Committee; coordinate all Standing Committee activities; present an annual report of the organization at the Annual Meeting; and determine the agenda, with the input of other Directors, for all meetings, in addition to performing the duties of a Director.
- The Vice-President shall: assume the duties and responsibilities of the President, in the absence of the President. The Vice-President may be assigned, and accept, other special duties on the Executive Committee and the Board of Directors, with concurrence of majority vote of the Executive Committee members and Directors, in addition to performing the duties of a Director.
- The Secretary shall: maintain the organization’s records; coordinate correspondence with members; and oversee production of organizational materials, in addition to performing the duties of a Director.
- The Treasurer shall: be duly bonded in accordance with Commerce Department Administrative Order 202-707; receive all funds payable to USPTO IPSIA, issue receipts for such funds, and maintain a clear and accurate record of receipts and disbursements; maintain a checking account, if required, to store funds and issue payments; and present a report on the financial status of the organization at the Annual Meeting and periodically as required, in addition to performing the duties of a Director.
- Each Representative shall: represent the views of the Department office(s) he or she represents to the Board; serve as a conduit for information and contact person for the office(s) he or she represents; and perform other functions and duties as determined by the Board of Directors, in addition to performing the duties of a Director.
- Each Representative-at-large and the immediate Past President shall: represent the views of the general membership, and perform other functions and duties as determined by the Board of Directors, in addition to performing the duties of a Director.
- A Director may be removed at any time by a two-thirds majority vote of the Board of Directors. Removal may be for any cause, including but not limited to repeated failures to attend scheduled Board meetings and conference calls in their entirety, obstructionism, irresolvable personality conflicts, or failure to honor commitments with respect to the work of the Board of Directors.
- The Board of Directors may, at its discretion, designates a qualified member to fill a position left vacant by a Director who has resigned or cannot otherwise fulfill his or her duties, except that the Board of Directors must call a special election of the membership to fill the position of Vice-President/President-elect.
- No members of the Board of Directors shall be personally liable for any debts, liabilities, and/or obligation of USPTO IPSIA.
ARTICLE IV. ELECTION OF BOARD OF DIRECTORS
- The Executive Committee shall consist of the Officers.
- The President, Vice President, Treasurer, Secretary and Representative-at-large shall be elected annually at-large by the Full Members in good standing for a term of one year to begin in January 1 and to end in December 31. Any Full Member in good standing is eligible to seek these offices.
- Each Representative shall be elected by the Full Members in good standing that work in the respective major Department Office(s) or Technology Center the representative represents. The term for a Representative is one year to begin in January 1 and to end in December 31. Any Full Member in good standing is eligible to seek the Office(s) or Technology Center representative for the area in which he or she works.
- Year 2009: a President, a Vice-President, a Treasurer, a Secretary, and each Representative-at-large shall be elected at-large by the Full Members in good standing. Any Full Member in good standing is eligible to seek these three offices. Each Representative shall be elected by the Full Members in good standing that work in the respective major Department Office(s) or Technology Center the representative represents. Any Full Member in good standing is eligible to seek the Office(s) or Technology Center representative for the area in which he or she works.
- In the event of a vacancy occurring in the office of the President, the unexpired term shall be filled by the Vice-President. In the event of a vacancy occurring in any other elective office, the Board of Directors shall elect a member to fill the unexpired term.
- The Nominating/Election Committee shall nominate one or more qualified candidates for President, Vice President, Treasurer, Secretary, each Representative, and each Representative-at-large position. Written consent to hold office must be received from each person nominated. The Nominating/Election Committee shall transmit its list of nominees to the Secretary not later than the first Tuesday of October.
- Not later than the second Tuesday of October, the Secretary shall send to the members at-large a list of the candidates nominated by the Nominating/Election Committee. Additional nominations for an Officer, each Representative-at-large, and Representative positions may be made by petition, signed by not less than ten (10) Full Members. Each petition shall be accompanied by the written consent of the nominee to run for the stated office, and must be received by the Nominating/Election Committee or the Secretary not later than the fourth Tuesday of October. A member may not be a Candidate for an Officer and a Representative. A member may be a Candidate for Representative in which he/she works and a Candidate for Representative-at-large.
- Not later than the second Tuesday of November, the Secretary shall send to all voting members a ballot, listing the candidates nominated for Officers, each Representative-at-large, and each Representative. Ballots shall be returned to the Secretary or the Nominating/Election Committee not later than the third Tuesday of November and shall be tallied by the Nominating/Election Committee and recorded by the Secretary. The candidates receiving the highest number of votes for each office shall be declared elected. In case of a tie vote, the outgoing Executive Committee shall elect one of the candidates.
- Members of the Nominating/Election Committee shall not be eligible to run for an Officer, Representative-at-large, or Representative position in the election.
ARTICLE V. VOTING AND VOTING ELIGIBILITY
- A member shall be eligible to vote if he/she is a Full Member in good standing at least thirty (30) days prior to the date of elections or the due date for ballots.
- Voting for the Officers, each Representative-at-large and each Representative, and voting for amendments to these Charter & Bylaws, and for petitions to amend the Charter & Bylaws shall be by secret ballot.
- When such a secret ballot is required, those qualified to vote shall indicate their selections on the ballot, seal the ballot, sign the back of the ballot, and write their department office or technology center on the back of the ballot. Before the ballots are canvassed, the names on the back of the ballots shall be checked against a list of eligible voters and the ballots cast by eligible voters separated from all others.
- A proxy vote from a member in good standing shall be accepted if the proxy is delivered in writing to the Secretary prior to any scheduled vote of the organization.
ARTICLE VI. AMENDMENTS TO THE CHARTER & BYLAWS
- An affirmative vote of two-thirds of all ballots cast by Full Members in good standing is required to amend this Charter & Bylaws.
- Proposals to amend this Charter and these Bylaws may be made by resolution of the Board of Directors or by written petition signed by at least ten (10) eligible voting members. Proposed amendments to these Charter & Bylaws shall be submitted in writing to any member of the Board of Directors and shall be on the order of business of the next regular meeting of the Board of Directors. After consideration, the Board of Directors may, at its discretion, present the proposal to the membership for a vote.
- Members must receive the text of any proposed amendment at least thirty (30) days prior to a scheduled vote or the due date for ballots.
- The Executive Board shall have the responsibility of notifying the USPTO’s Director of Human Resources Management of any changes to this Charter & Bylaws.
ARTICLE I. IRC SECTION 501(C)(3) PURPOSES
This Corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE II. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a director, officer, employee or other agent of the Corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
ARTICLE III. IRC 501(C)(3) TAX EXEMPTION PROVISIONS
Section 1. Limitation of Activities
(a) No substantial part of the activities of this Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as otherwise provided by Section 501(h) of the Internal Revenue Code, and this Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
(b) Notwithstanding any other provisions of these Bylaws, this Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 2. Prohibition Against Private Inurement
No part of the net earnings of this Corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this Corporation.
Section 3. Distribution of Assets
Upon the dissolution of this Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Section 4. Private Foundation Requirements and Restrictions
In any taxable year in which this Corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the Corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the Corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
ARTICLE IV. CONSTRUCTION AND TERMS
Section 1. Conflict of terms
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this Corporation, the provisions of the Articles of Incorporation shall govern.
Section 2. Enforceability of the Bylaws
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
Section 3. Reference to other corporate founding documents
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, the Certificate of Incorporation, the Organizational Charter, or other founding document of this Corporation filed with an office of this state and used to establish the legal existence of this Corporation.
Section 4. References to the IRC
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.