The Cincinnati Intellectual Property Law Association
Amended and Restated Constitution of the Association
Article I: Name* °
The Association shall be called “The Cincinnati Intellectual Property Law Association doing business as CincyIP.”
Article II: Purpose* °
The Association is established for such purposes permitted an organization exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code, as amended, including the maintenance of the honor and dignity of the profession of the law of intellectual property; the promotion of the development and administration thereof; and the cultivation of the exchange of ideas and information among the members of the Association.
Article III: Members
Section 1. Membership. There shall be three classes of membership in the Association — Honorary, Active and Associate.
Section 2. Honorary Members.° °°° All judges of the United States Circuit Court of Appeals for the Sixth Circuit, the United States District Courts for the Southern District of Ohio, Western Division, and the Eastern District of Kentucky, and any other distinguished person who shall be accepted from time to time, may be Honorary Members of the Association, and shall be entitled to all privileges, except that of voting and running for Primary Officers, as those terms are defined in this Constitution, and shall be exempt from payment of dues.
Section 3. Active Members.° °°° Any lawyer admitted to the bar in any state of the United States or the District of Columbia engaged wholly or partly in the practice of intellectual property law, or any registered agent entitled to represent applicants before the U.S. Patent and Trademark Office, of good character, who: maintains (a) a dwelling for at least three months of the year, or (b) a principal office: (x) in the Sixth Judicial Circuit as now or hereafter fixed by law, or (y) within one hundred and fifty miles from Cincinnati, Ohio, shall be eligible for Active Membership. Enrollment, either by new enrollment or transfer for new Active Membership shall be on-going until October 31st of each year. Members who are qualified as Active Members as of November 1st of each year may vote for Primary Officers and members to the Board of Managers, as those terms are defined in this Constitution.
Section 4. Associate Members.° °°° Any person not eligible for admission as an Active Member who is wholly or partially engaged in the practice of intellectual property law or interested in any phase of such practice, and of good character, shall be eligible for election to Associate Membership. Associate Members shall have the powers and privileges of Active Members except that of voting and running for Primary Officers or members of the Board of Managers, as those terms are defined in this Constitution, and those expressly limited to Active Members.
Section 5. Admission of Members.° No person shall hereafter be admitted to Active or Associate Membership of the Association unless he has been recommended by the Committee on Admissions, which shall be made up of the Treasurer and Secretary, and has qualified by payment of dues.
Section 6. Transfer of Members. Whenever any Associate Member becomes eligible for Active Membership, the facts rendering him so eligible shall be made known to the Committee on Admissions and said Associate Member shall thereupon become an Active Member upon payment of the difference between the then required admission fee for Active Membership and any admission fee he may theretofore have paid to the Association. Whenever any Active Member shall change his office lodging or dwelling in such a way as to make him ineligible for Active Membership, he may be transferred by the Treasurer to Associate Membership.
Article IV Officers of the Association°
Section 1.°° °°° The officers of this Association shall consist of Primary Officers and an Immediate Past President (collectively, “the Officers”). The Primary Officers shall consist of a President, a Vice President, a Secretary, a Treasurer, a Chief Information Officer, and an Outreach Officer.
Section 2.°° °°° The Primary Officers shall hold office for a term of two years beginning on the 1st of January of the year following their election until the 31st of December of the following year. The Board of Managers shall have discretion to stagger the election of Primary Officers as needed.
Section 2.1. °°° The Immediate Past President shall hold office for a term of one year beginning on the 1st of January of the year following election of the President, and shall be the individual who held the office of President during the immediately preceding year.
Section 3. The individual elected as the succeeding President shall be the President-Elect from the date of election until the 31st of December of the same year.
Section 4. New Officer positions must be approved by a two-thirds vote of the Board of Managers.
Section 5. An Officer position, or a person holding an Officer position, may be removed by a two-thirds vote of the Board of Managers.
Article V Board of Managers°
Section 1. A board shall consist of twelve Active and/or Honorary Members of the Association who are elected by Active Members of the Association (hereinafter “Board of Managers” or “the Board”).
Section 2. The Board of Managers shall manage the affairs of the Association, subject to the Constitution, and may authorize the payment of the necessary operating expenses of the Association.
Section 3. All appropriations of funds of the Association must be made by the Board of Managers, subject to specific provisions in this Constitution.
Section 4. The Vice President shall chair the Board of Managers, but shall not be allowed to vote in motions or decisions by the Board unless necessary to resolve a tie vote of the Board of Managers.
Section 5. °°° No more than three persons of the Board of Managers shall be from a single firm, company or organization. No more than five persons of the Board of Managers and Primary Officers, in combination, shall be from a single firm, company or organization.
Section 6. The term of each Board Manager shall be three years; one third of the Board of Managers positions shall be up for election each year on a rotating basis.
Section 7. A quorum of the Board of Managers at any meeting shall require the physical, telephonic, or electronic attendance of at least nine persons of the Board of Managers. Proxy votes are not permitted.
Section 8. Unless otherwise provided in the Constitution of the Association, passing a motion by the Board requires, in order, (1) presentation of the motion to the Board by a Board Manager, (2) a second by another Board Manager, and (3) affirmative votes by a majority of the Board Managers in attendance.
Article VI: Standing Committees *** °°°
Committees of the Association may be recommended by any Active Member of the Association and shall be approved by a majority vote of the Primary Officers. Chairs of said committees shall be appointed by the President and shall hold office until the 31st of December of the year in which they were appointed or until a new chair has been appointed, whichever comes second.
Article VII: Meetings of the Association
Section 1. The annual meeting of the Association shall generally be held in January of each year. Other stated meetings of the Association may be held from time to time on the call of the President or Secretary or of any three members of the Board of Managers or of any ten Active Members of the Association. ***
Section 2. Meetings of the Board of Managers shall be held (1) immediately after the annual meeting of the Association, and (2) thereafter upon the call of the President or the Secretary or any three members of the Board.
Section 3.° At any meeting of the Association one-fourth of the Active Members shall constitute a quorum.
Section 4. Sponsorship policies and other policies for meetings of the Association, including but not limited to Special Topic Meetings as set forth in Section 5 of this Article VII, may be promulgated or delegated by the Board of Managers, as the Board of Managers deems appropriate.
Section 5.° The Association may periodically conduct or co-conduct meetings focused on specific or special topics of interest to the Members (“Special Topic Meeting”). A steering team shall be formed for each Special Topic Meeting. The responsibilities of the steering team may include, where appropriate or required: budget planning, content development, securing speakers and venue, securing CLE availability, and communication of details regarding the Special Topic Meeting to the Association. The steering team shall submit a proposed budget to the Board of Managers for approval prior to occurrence of the relevant Special Topic Meeting. The steering team shall endeavor to utilize funds obtained from sponsorships to advance the Special Topic Meeting for which it was received. However, all net proceeds for the Special Topic Meeting, including those derived from sponsorships and registration fees, shall be allocated to the Association’s general fund.
Article VIII: Annual Dues** °°°
The annual dues of Active and Associate Members shall be fixed by the Board of Managers and Primary Officers.
Article IX: Suspensions and Expulsions °
Any member may be suspended or expelled from this Association upon the affirmative vote of two-thirds of the membership. A member will be automatically suspended if his bar license is suspended by a state or other appropriate authority. The suspension from the Association shall coincide with the authority’s suspension term. A member will be automatically expelled from this Association if he or she is disbarred from the practice of law. A person must submit a request to the Board of Managers for reinstatement after a suspension or expulsion from the Association, which must be approved by a majority vote of the Board of Managers.
Article X: Elections of Primary Officers and the Board of Managers° °°°
Section 1. °°° Elections for Primary Officers and the Board of Managers of the Association shall be held prior to December 15th of each year. Active Members interested in running for positions must be nominated two weeks prior to elections.
Section 2. °°° All elections shall be by ballot of the Active Members who were active as of November 1st of each year, and a plurality of votes of those Active Members shall be required for election to each Primary Officer or Board of Managers position.
Section 3. Each Active Member shall only be allowed to cast a single ballot in the elections.
Section 4. °°° The Primary Officers and Board of Managers elected shall enter upon their duties beginning on the 1st of January of the year following their election until the 31st of December of that year.
Section 5. °°° In case of a vacancy in any office other than Immediate Past President, it shall be filled by appointment of the Board of Managers until the next annual meeting or election, except in the case of a vacancy occurring in the office of President, which shall be filled by a majority of Active Members at a meeting called for that purpose by the Board of Managers promptly after the vacancy occurs. The Vice President shall assume the President’s responsibilities until the office of President has been filled.
Article XI: Property
All interest in the property in the Association held by persons resigning or otherwise ceasing to be members shall vest in the Association.
Article XII: Dissolution*
In the event of dissolution of the Association, the assets of the Association are to be distributed as follows:
a) pay, or adequately provide for, all indebtedness of the Association, including the expenses of liquidation and all unfunded liabilities, and provide for the return, transfer, or conveyance of assets held upon condition requiring such, if such condition shall have occurred; and
b) the balance shall be used and expended until exhausted to carry out the objectives of the Association as set forth in Article II of this Constitution.
Article XIII: Amendment°
The Constitution may be amended, but only by a two-thirds vote of the Active Members of the Association in accordance with the provisions of this Constitution. The proposed amendments shall first be approved by the Board of Managers. Thereafter, notice of the approved amendments, along with a precise statement of the purpose thereof, shall be publicized to the Members of the Association at least ten days prior to a vote of those amendments by the Active Members.
*as amended 11/30/89
**as amended 01/20/81
*** as amended 5/18/2007
°as amended 11/16/2011
°° as amended 10/30/2015
°°° as amended 03/09/2017