Bylaws

(As Amended December 4, 2023)

ARTICLE I

Professional Conduct of Members and Affiliates

ARTICLE II

Categories and Election of Members and Affiliates

(e) The government membership shall consist of persons qualified for regular or junior membership who are full-time employees of a government. Government members are entitled to the privileges of the membership category for which they are otherwise qualified.

(f) The honorary membership shall consist of persons elected thereto by the Board of Directors. Honorary members shall be entitled to vote but not to hold office.

(g) The life membership shall consist of members elected thereto by the Board of Directors who are no longer regularly engaged in the practice of law and who have (i) been members for at least thirty-five years or (ii) been regular members for at least twenty-five years and have attained the age of seventy years. Life members shall be entitled to vote but not to hold office. The practice of pro bono publico law shall not disqualify a member from eligibility for life membership.
 

Sec. 2. There shall be the following categories of non-voting affiliates of the corporation: student affiliate, international affiliate, United States Patent and Trademark Office professional affiliate, IP professional affiliate, IP paralegal/technical advisor affiliate, and government affiliate. Eligibility for such affiliate categories is for persons who meet the following criteria, and who have never been disbarred or suspended from the practice of law in any jurisdiction.
 

(a) The student affiliate membership shall consist of persons who are not a member of any Bar (except for patent agents registered before the USPTO) who are enrolled as candidates for a post-secondary degree from an accredited post-secondary school, or who have graduated and received an undergraduate or postgraduate degree within the past year from an accredited post-secondary school.  A person remains eligible for a student affiliate membership for up to one year from the individual’s date of graduation.   If a student affiliate becomes a member of any Bar within that one-year period, the student affiliate  may request transfer to another category of membership. Student affiliates shall not be entitled to vote or hold office.

(b) The international affiliate membership shall consist of persons who are otherwise not qualified for regular or junior membership, but who (i) are admitted as attorneys at law in another country, or (ii) are and remain a member in good standing on the registry of patent or trademark attorneys or agents maintained by the Patent and/or Trademark Office in the country of their citizenship. International affiliates shall not be entitled to vote or to hold office.
 

(c) The United States Patent and Trademark Office professional affiliate membership shall consist of persons who are not otherwise qualified for voting or non-voting membership but are and remain as patent examiners or otherwise hold and remain in positions as United States Patent and Trademark Office Professionals employed by the United States Patent and Trademark Office. United States Patent and Trademark Office professional affiliates shall not be entitled to vote or to hold office.
 

(d) The IP professional affiliate membership shall consist of persons who are otherwise not qualified for regular or junior membership or international or USPTO professional affiliate membership, but who are engaged in the field of intellectual property as professionals who negotiate and manage licensing, transactions, and technology transfer of IP assets; perform IP surveying, map or analyze IP portfolios, or have responsibilities with respect to intellectual property for a business entity. IP professional affiliates shall not be entitled to vote or to hold office.
 

(e) The IP paralegal/technical advisor affiliate membership shall consist of persons who are otherwise not qualified for regular or junior membership or international or USPTO professional affiliate membership, but who are engaged in the field of intellectual property substantively supporting the efforts of a person or persons qualified for membership in AIPLA specifically including technical advisors who assist with drafting patent applications and IP paralegals who assist with preparation of formal filing documents and IP litigation paralegals who assist with preparation of litigation documents. IP paralegal/technical advisor affiliates shall not be entitled to vote or to hold office.
 

(f) The government affiliate membership shall consist of (1) persons qualified for international affiliate membership who are full-time employees of a government, or (2) persons who are not otherwise qualified for membership but are full-time professional employees of a government and whose role or department within the government has responsibilities with respect to intellectual property. Government affiliate members shall not be entitled to vote or to hold office.
 

Sec. 3. The Fellows of the American Intellectual Property Law Association shall be a special category for regular, life, honorary, similarly qualified academic or government members, international affiliate, United States Patent and Trademark Office professional affiliate, IP professional affiliate, IP paralegal/technical advisor affiliate, and government affiliate members of the Association. Qualifications for election as a Fellow include (1) outstanding service to the Association, (2) prominence within the intellectual property profession, (3) learned contributions to the profession through teaching and writing, and (4) observance of the highest standards of ethical conduct.
 

The number of individuals elected and accepting designation as Fellows shall not in any year result in more than one percent of the then total number of members in all eligible membership categories of the Association, other than Senior Fellows; provided, however, that the Board of Directors initially approve 18 of the regular members of the Association as “Founding Fellows” who were excluded from the calculation of the foregoing numerical limitation on the number of Fellows. Notwithstanding the above, when a nomination could result in the total number of Fellows, other than Senior Fellows, exceeding the one percent limitation in this section, the Fellows may nominate up to 5 individuals in any year for approval by the Board of Directors.
 

The election as a Fellow shall be for a term of ten years, following which a Fellow shall have the status of a Senior Fellow for the duration of the Fellow’s tenure as a member of the Association. After the election of the “Founding Fellows,” the Fellows will nominate regular, life, honorary, similarly qualified academic or government members, international affiliate, United States Patent and Trademark Office professional affiliate, IP professional affiliate, IP paralegal/technical advisor affiliate, and government affiliate members, who then must be individually approved by the Board for admission as Fellows of the Association.
 

Fellows may from time to time be requested by the Board of Directors to undertake projects, including those of a scholarly, educational, research or informational nature. Such projects shall be designed to provide the Board of Directors with a balanced and learned perspective on matters relating to public policy, jurisprudence, administrative procedure, international harmonization, comparative law or other matters of importance to the intellectual property profession and the Association.
 

Members who accept election as Fellows will be expected to make contributions to a Fellows Fund in the amount of $1000, payable at a rate of $200 each year during the five-year period following acceptance of election as Fellows, or in such greater amount or shorter time frame as they may desire. Academic or government members may request a contribution level in proportion to their membership dues level. The Fellows Fund will be used by the Association for projects selected by the Fellows and approved by the Board of Directors to provide such awards, and honoraria and services for meaningful contributions to the intellectual property law profession, the mentoring and professional development of newer members of the profession and law school students with an interest in intellectual property law, educating the public about intellectual property, and supporting community service programs in which AIPLA members participate. In addition, the Fellows Fund may be used for other projects or purposes selected by the Fellows, and approved by the Board of Directors. Acceptance of election as a Fellow shall be in writing and contain an acknowledgment of (1) the elected Fellow’s willingness for continued involvement and promotion of Association and Fellows activities, and (2) the expectation that the elected Fellow will make monetary contributions to the Fellows Fund.
 

With the approval of the Board of Directors and under the leadership of a chair appointed by the President-Elect, Fellows may undertake to organize themselves, elect leaders, and establish committees, recommend disposition of proceeds from the Fellows Fund. The Fellows of the Association will support and respect the Association objectives, principles and committee missions and activities, submit any additional proposed initiatives to be undertaken by the Fellows to the Board for approval, and submit any resulting studies, papers and proposals to the Board for its consideration and disposition.
 

Sec. 4. There shall be a category of membership called judicial membership, consisting of persons who are employed full-time as a judge in any court, agency, or office of the United States or any State or Territory thereof or of the District of Columbia and who have an interest in intellectual property law. Judicial members shall not be entitled to vote or to hold office.
 

Sec. 5. Application for membership as a member or affiliate shall be made in writing to the Executive Director and shall include the applicant’s statement that he/she qualifies for the class of membership applied for and his/her undertaking to abide by the Code of Professional Responsibility of the Corporation. The application shall be signed by the applicant. Membership shall be effective upon receipt of the completed membership application and dues by the Executive Director. The names of all new members shall be published to all members. Dues are to be sent with the application. Applicants during a fiscal year may be charged dues in prorated amounts which the Board or the Executive Committee will determine.
 

Sec. 6. Application for reinstatement to membership by a former member shall be made in writing and shall be subject to all the requirements for new applications stated in Section 1. However, prior to reinstatement, the applicant shall be required to pay any arrears in dues existing at the date of the applicant’s prior separation from membership, unless waived by the Executive Director.
 

ARTICLE III
 

Fees and Dues
 

Sec. 1. The dues payable for each year by members and by affiliates shall be fixed from time to time by the Board of Directors at such amount as it deems desirable for the best interests of the corporation. In the event of any change in the dues payable by any class of membership, the members shall be notified thereof at least 45 days prior to the effective date of the change. The dues payable by student affiliates shall be not more than one-half the dues payable by regular members, provided, however, that the Board may set a lower rate for newly elected members’ dues for a limited period. The annual membership dues for United States Patent and Trademark Office affiliates shall be the same as for government members. Life members shall not pay dues; however, anyone who becomes a life member after October 1, 1998, and wishes to receive publications of AIPLA will be assessed a charge equal to the marginal costs of preparing and mailing such materials to that member. Honorary members shall not pay dues.
 

Sec. 2. The dues payable for each year shall be payable in advance on the first day of July. Any member sixty days in default in the payment of dues shall be notified in writing of such default, and if still in default sixty days after such notice, may be dropped from membership by the Executive Director and shall thereupon cease to be a member.
 

Sec. 3. In lieu of dropping any member for non-payment of dues, the Executive Director may, upon request of the member in arrears in the payment of dues, suspend the member until the end of the current fiscal year, in which event the suspended member shall be denied all privileges of the corporation. Any member under suspension shall be excused from payment of dues during the remainder of the current fiscal year. Any waiver of dues which may have accrued must be by an express action of the Executive Director and shall not be implied by dropping or suspension of the member.
 

ARTICLE IV
 

Disciplining Members
 

All charges against members or affiliates shall be presented to the Board of Directors which shall authorize or make such investigation into the charge as it deems appropriate. A three-fourths vote of the entire Board shall be required to sustain and act on any charge as well founded. The action taken by the Board of Directors may include expulsion, suspension or other disciplinary action, giving the accused written notice thereof by registered mail. Such an action shall be final. The voting on any disciplinary action shall be by ballot. All such charges and proceedings shall be kept strictly confidential by the Board members and any publication thereof shall rest solely in the discretion of the Board.
 

ARTICLE V
 

Board of Directors
 

Sec. 1. General Powers. The business and affairs of the corporation shall be conducted under the direction of, and the control and disposal of the corporation’s properties and funds shall be vested in, the Board of Directors. The Board of Directors shall have authority to act for the corporation on all matters except those expressly required by these Bylaws or the Articles of Incorporation to be submitted to the corporation. For example, the Board shall have the power to determine the duties and compensation of the employees of the corporation and, upon recommendation of the President and President-Elect, shall have the power to employ and discharge an Executive Director.
 

Sec. 2. Number and Qualification of Directors. The Board of Directors shall consist of 19 individuals. All directors shall be regular, academic or government members qualified for regular membership of the corporation.
 

Sec. 3. Meetings. The Board of Directors shall meet at places and times, and in the manner, as ordered by it. Regular meetings of the Board shall be held at such times during the year as the Board may determine. Including the meetings specified in these Bylaws, the Board shall hold at least four regular meetings a year. Other meetings of the Board may be held upon the call of the President or of any three Directors.
 

Sec. 4. Notice of Meetings. Except as provided elsewhere in these Bylaws or in applicable law, no notice of the annual meeting or any regular meeting of the Board shall be required. Notice of each special meeting shall be provided by telephone or electronic mail at least one day before the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or any waiver of notice of the meeting, except that notice of a meeting at which removal of a Director is to be proposed shall state that the purpose, or one of the purposes, of the meeting is removal of the Director.
 

Sec. 5. Waiver of Notice. A Director may waive any required notice before or after the date and time stated in the notice, and such a waiver shall be equivalent to the giving of the notice. A Director’s attendance at or participation in a meeting waives any required notice of the meeting to that Director unless the Director, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or transacting business there and does not thereafter vote for or assent to action taken at the meeting.
 

Sec. 6. Quorum. At least ten of the Directors shall be necessary to constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board, the Directors present may adjourn the meeting from time to time without notice until a quorum shall be present. The existence of a quorum at the beginning of a Board meeting shall be considered to constitute a quorum throughout that meeting unless the number of Directors drops below seven.
 

Sec. 7. Participation in Meetings. The Board of Directors may conduct a meeting through the use of any means of communication by which all Directors may simultaneously hear each other during the meeting. Directors may not vote by proxy.
 

Sec. 8. Proceedings Confidential. The deliberations of the Board of Directors on all matters coming before it shall be treated as confidential by the Directors and only the conclusions, decisions, and actions taken by the Board, as a result of its deliberations, may be disclosed or published; provided, however, that the Board, Executive Committee or President shall have the right, in the exercise of sound discretion, to disclose or publish to the membership the deliberations of the Board on any such matters.
 

Sec. 9. Actions without Meeting. Any action that may be taken at a meeting of the Board of Directors may be taken by the Board without a meeting if a consent in writing, setting forth the actions so to be taken, shall be signed by all of the Directors before or after the action is to become effective. The Directors’ consent shall have the same force and effect as a unanimous vote.
 

Article VI
 

Committees of the Board of Directors
 

Sec. 1. Designation of Committees.
 

3. Finance and Budget Committee
 

(b) Each Board Committee shall consist of three or more Directors.
 

(c) Members of the Committees shall be appointed for a one-year term commencing on the close of the Annual Meeting and shall be appointed by the President whose term commences on that date.
 

(d) The President may also recommend to the Board of Directors for its approval one or more additional Board Committees to direct particular business of the corporation. Each such Board Committee may exercise the authority granted to it by the Board’s enabling resolution.
 

Sec. 2. Executive Committee. The Executive Committee shall consist of the President, the President-Elect, the First Vice President, the Second Vice President, and the Immediate Past President.
 

(a) During the intervals between meetings of the Board of Directors, the Executive Committee shall, subject to Section 2 of this Article VI, possess and may exercise all the powers and functions of the Board of Directors in the management and direction of the affairs of the corporation in all cases in which specific direction shall not have been given by the Board of Directors.
 

(b) All material actions of the Executive Committee shall be reported to the Board of Directors at its next meeting succeeding such action. A record of the Executive Committee’s decisions shall be kept.
 

(c) The Executive Committee shall evaluate the appropriateness of compensation for the Executive Director and key employees of the association and assure that compensation decisions are tied to the executives’ performance in meeting predetermined goals and objectives.
 

Sec. 3. Audit Committee. The Audit Committee shall consist of at least three members of the Board who are free from any relationship that would interfere with the exercise of their independent judgment on behalf of the Committee. They shall be appointed by the President and exclude any member of the current Executive Committee, the Executive Director, other Officers, and any person authorized to sign the corporation’s checks or otherwise direct expenditures of Corporate funds. The Committee shall retain an independent auditor on an annual basis to audit the financial records of the Association and this Committee shall act as a liaison with the outside accounting firm that reviews and audits the Association’s financial books and records and compliance with federal and state audit requirements. This Committee shall select any other services needed for the financial management, reviewing reports and determining adequate procedures and controls, and reviewing financial performance. It is preferred, although not mandatory, that at least one member of this Committee have some financial or accounting experience.
 

Sec. 4. Finance and Budget Committee. The Finance and Budget Committee serve in an advisory and oversight capacity concerning the financial investment policies of the corporation and will provide oversight to the Board throughout the year. The Finance and Budget Committee shall consist of the Treasurer, who shall serve as Chairperson of the Committee, the President-Elect, and at least three other members of the Board of Directors, who are appointed to the Committee by the President. The Finance and Budget Committee shall be responsible for advice and oversight of the yearly budget of the Association, and it shall consult with the Executive Director on the financial and administrative needs of the Association. It also shall oversee the budget and oversee making recommendations for any adjustments to the budget during the course of the year. The Committee shall monitor a written investment policy to meet the Association’s financial needs and risk tolerance that shall be reviewed and approved by this Committee and the full Board at least annually. The Committee shall consult with professional investment counsel as appropriate to comply with the investment policy objectives.
 

Sec. 5. Limitation on Committee Powers.
 

(a) No Committee shall have the authority of the Board of Directors to amend, alter, or repeal these Bylaws; to elect, appoint, or remove any member of any such Committee or any Officer or Director of the corporation; to amend the Articles of Incorporation of the corporation; to restate the corporation’s Articles of Incorporation; to adopt a plan of merger or adopt a plan of consolidation with another entity; to authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; to authorize the voluntary dissolution of the corporation or to revoke proceedings therefore; to adopt a plan for the distribution of the assets of the corporation; to amend, alter, or repeal any resolution of the Board of Directors; to fill Board vacancies; or as otherwise may be prohibited by law.
 

(b) No Committee shall have the authority of the Board of Directors without its delegation to authorize the filing of amicus briefs on behalf of the corporation or to approve an audit of the corporation’s financial records.
 

(c) Any Committee taking an action delegated to it by the Board shall report that action promptly to the Board.

Sec. 6. Committee Meetings. Meetings of Committees of the Board of Directors may be called by the respective Chairs thereof or by any two members of the Committee. At all meetings of any Committee, a majority of the members of the Committee shall constitute a quorum for the transaction of business, and the act of a majority of the members of the Committee present at any meetings thereof at which there is a quorum shall be the act of the Committee.
 

ARTICLE VII
 

Officers and Executive Director
 

Sec. 1. Designation. The officers of the corporation shall be a President, a President-Elect, a First Vice President, a Second Vice President, an Immediate Past-President, a Secretary and a Treasurer, all of whom shall be Directors of the corporation. These officers shall each serve for a term of one year, commencing at the close of the annual meeting of the corporation at which the election of the new Board of Directors and Officers is reported, but shall hold their respective offices until their successors shall have been elected and installed. In case of a vacancy in any one of these offices, the Board may, at its discretion, fill such vacancy for the balance of the unexpired term.
 

Sec. 2. The President. The President shall be the chief executive officer of the corporation and shall serve as chair of the Board of Directors. The President shall preside at meetings of the corporation, the Board of Directors and the Executive Committee, supervise the Executive Director and other officers of the corporation, perform such other duties as may be prescribed from time to time by the Board of Directors and have all other powers and duties that pertain to the position of chief executive officer and chair of the Board of Directors. In the President’s absence from any meeting, one of the officers of the corporation, in the order in which they are designated in Section 1 above shall preside.
 

Sec. 3. The President-Elect. The President-Elect shall assist the President in carrying out the programs of the corporation and shall become the President at the close of the next succeeding annual meeting after the date of installation as President-Elect.
 

Sec. 4. The Vice President(s). The Vice President(s) shall assist the President in carrying out the programs of the corporation.
 

Sec. 5. The Immediate Past President. The Immediate Past President shall serve in an advisory capacity to the President and shall perform such other functions as may be designated for him or her by the Board of Directors.
 

Sec. 6. The Secretary. The Secretary or the Secretary’s designee shall keep a record of the proceedings of all meetings of the Board of Directors and of the corporation, of all referendum votes, and of such other matters as may be deemed worthy of record. The Secretary or the Secretary’s designee shall provide for the notification of the members and Directors of the corporation of their respective meetings in accordance with these Bylaws, shall be custodian of the corporate records and seal, shall furnish certifications of Board actions, Bylaws, organizational documents, and shall perform such other duties as may be assigned by the Board of Directors or the President.
 

Sec. 7. The Treasurer. The Treasurer or the Treasurer’s designee shall collect and, under the direction of the Board of Directors, arrange for the care and distribution of all funds of the corporation and the keeping of full and regular accounts, which shall at all times be open to the inspection of any officer or Director. The Treasurer or the Treasurer’s designee shall submit for approval of the Board of Directors a proposed budget for the ensuing fiscal year, and the Treasurer from time to time shall report to the Board of Directors the state of expenditures with reference to the budget. The Treasurer shall present to the corporation at its annual meeting a financial report for the past fiscal year. The fiscal year shall be from July 1 to June 30.
 

Sec. 8. The Executive Director. The Executive Director, under the supervision of the President, shall be primarily responsible for implementing the policies and procedures established by the Board of Directors and shall be responsible for conducting the business of the corporation. The Executive Director functions as the senior policy advisor to the corporation’s Board of Directors, Executive Committee and President, as well as the chief operating official of the corporation. The Executive Director is responsible for initiating, developing and implementing policy initiatives and programs to meet the ever-changing challenges in the fields of intellectual property law. The Executive Director promotes the strategic goals of the corporation by building and strengthening relationships with governmental and non-governmental organizations both in the United States and abroad. The Executive Director works with the corporation’s committees to communicate the views of the corporation on important issues involving patent, trademark, copyright, trade secret law, and related areas of law and serves as the corporation’s principal spokesman before Congress, governmental agencies and the media. The Executive Director, or his or her delegates, shall approve the expenditure of the monies approved by the Board and shall make periodic reports to the Board concerning the programs of the corporation. The Executive Director shall recommend to the Board of Directors for their approval the duties and compensation of the employees of the corporation, and all employees of the corporation shall report and be responsible to the Executive Director. The Executive Director, under the supervision of the President, shall have the power to employ and to discharge the other employees of the corporation.
 

Sec. 9. Agents. The Board of Directors may appoint such agents as it deems necessary or appropriate to further the corporation’s business.
 

Sec. 10. Removal of Officers and Agents. Any officer, Board member or agent may be removed with or without cause whenever the Board of Directors in its sole discretion shall consider that the officer, Board member or agent’s removal will serve the best interests of the corporation. Any agent appointed otherwise than by the Board of Directors may be removed with or without cause at any time by any officer having authority to appoint the agent whenever that officer in the exercise of his or her sole discretion shall consider that the agent’s removal will serve the best interests of the corporation. Election or appointment of an officer, Board member or agent shall not of itself create contract rights.
 

ARTICLE VIII
 

Committees and Committee Chairs
 

Sec. 1. The standing committees of the corporation shall be appointed by the President-Elect with the approval of the Board of Directors no later than the meeting of the Board immediately preceding the Annual Meeting of the corporation. The chairs of the standing committees shall be appointed by the President-Elect and shall serve (1) typically for two years beginning at the close of the succeeding annual meeting, or (2) until their successors shall have been appointed. Members and affiliates in good standing of the corporation may be members of standing committees of the corporation, in accordance with guidelines the Board of Directors may from time to time establish. Any member of the Board may be a non-voting member of any standing committee, and at least one member of the Board shall be specially designated as Board Liaison Officer to each standing committee.
 

Sec. 2. Special committees of the corporation and their chairs may be appointed by the President at any time to render specific services in connection with a particular matter. The term of service on a special committee may exceed one year and may be for the duration of the matter referred to it or for such lesser term as shall be specified by the Board of Directors and the appointment of each special committee, its assignment, and term shall be announced in the issue of the Bulletin going to press next after its creation.
 

Sec. 3. All committees shall report from time to time to the Board of Directors, or to the corporation whenever requested to do so by the Board or by the corporation. The Board shall have the duty of taking such steps as may be appropriate to make effective the final action of the corporation on the subject matter of the committee reports. No committee shall take any action on behalf of the corporation or publicly release any recommendation without first obtaining favorable Board action thereon. Final action, for and on behalf of the corporation, may be taken by the Board on any committee report.
 

Sec. 4. A report by a committee to the Board of Directors shall begin with a succinct statement of the Board action, if any, recommended by the committee. It shall include a statement of the manner in which the matter reported on was considered by the committee, the final vote of the committee, a brief exposition of the arguments advanced in support of and in opposition to the report, and a specific reference to any past action known to have been taken by the committee itself, by any other committee, by the Board of Directors, or by the corporation relating to the same matter.
 

Sec. 5. The Board of Directors shall discharge the function of a Committee on Committees for the corporation and shall determine finally all questions of committee jurisdiction that may arise.
 

ARTICLE IX
 

Standing Committees
 

The Committees of the Association may be changed by the Board of Directors upon recommendation of the President, to add, delete, or modify the standing committees and the duties thereof at any time a new committee is deemed necessary to render specific services beneficial to the corporation or at any time the constitution or duty of a standing committee no longer serves the corporation.
 

ARTICLE X

Meetings
 

Sec. 1. Except as hereinafter provided, the business meetings of the corporation shall be held at places and times as ordered by the Board of Directors.
 

Sec. 2. The annual meeting of the corporation shall be held in September, October or November each year.
 

Sec. 3. Stated meetings shall be held at such times as the Board of Directors may designate.
 

Sec. 4. Any member, at the annual meeting or at a stated meeting, may place before the corporation any matter relating to the business, objects or activities of the corporation, provided that written notice thereof setting forth the nature of the matter to be presented and the proponent’s proposal is given to the President and the Executive Director at least ten days before the date of the meeting.
 

Sec. 5. Special meetings may be called at any time by the Board of Directors, or, upon the written request of one hundred members of the corporation shall be called by the President.
 

Sec. 6. At special meetings, no business shall be transacted which is not embraced within the scope of those matters included in the notice thereof.
 

Sec. 7. Written notice to all members of all meetings shall be given in advance by the corporation.
 

ARTICLE XI
 

Referendum
 

Sec. 1. When a referendum vote shall be directed by the corporation or deemed necessary or desirable by the Board of Directors, the Secretary or the Secretary’s designee shall send by regular or electronic mail (or by any other means designated by the Board of Directors) to each qualified and voting member of the corporation, a statement of the question to be voted upon, and fix a reasonable time limit, not less than fifteen days from the day of the distribution, within which ballots shall be received.
 

Sec. 2. The ballots may be submitted by electronic mail, through the corporation’s website, or by any other means designated by the Board of Directors.  Ballots received shall be counted as directed by the Board of Directors, and the majority vote of the ballots received (provided that the number of ballots received from qualified and voting members complies with the requirements of § 13.1-849 of the Code of Virginia) shall be the action of the corporation on the question submitted. When the ballot is related to a matter within the jurisdiction of a committee of the corporation, the result of the votes shall be reported by the Secretary to the chair of that committee. Any vote on an amendment to the Articles of Incorporation shall also comply with the voting and approval requirements of § 13.1-886 of the Virginia Code.
 

Sec. 3. The Secretary shall make exact minutes of the question as submitted to the corporation and of the number of ballots received thereon, which minutes shall become a part of the permanent records of the corporation.

ARTICLE XII
 

Amendments
 

Sec. 1. These Bylaws may be amended (i) by the Board of Directors or (ii) by a referendum vote by regular or electronic mail or by any other means designated by the Board of Directors (a) when authorized by the Board of Directors or (b) when authorized by the membership in the manner stated hereinafter. A referendum vote to be authorized by the membership shall be taken upon a written motion setting forth the proposed amendment, hand signed by at least fifteen members of the corporation no more than five of whom have offices in the same state, or in the District of Columbia, and presented by one of them in the manner prescribed in Bylaw X.4. and approved by a majority of those present at any regular or special meeting of the corporation.
 

Sec. 2. For amendments to the Bylaws by referendum, the Secretary or the Secretary’s designee after authorization by the Board of Directors or by the membership in the manner stated in Section 1, shall provide, by any means designated by the Board, a copy of the proposed amendment or amendments to every member, together with an appropriate ballot, and shall specify on the ballot a day certain, not less than thirty days after such distribution, on which the polls shall close.
 

Sec. 3. The ballots may be submitted by electronic mail or through the corporation’s website or by any other means designated by the Board of Directors.
 

Sec. 4. Only affirmative or negative votes on the proposed amendments, received by the corporation on or before the day of closing the polls, shall be counted. The ballots shall be counted as directed by the Board of Directors and results reported to the Board.
 

Sec. 5. Provided that the number of ballots properly received from qualified and voting members complies with the requirements of § 13.1-849 of the Code of Virginia, and provided at least two-thirds of such ballots are favorable, the proposed amendment shall be carried and shall take effect forthwith.
 

ARTICLE XIII
 

Use of Electronic Communication
 

Sec. 1. Unless prohibited by law or otherwise specified in these Bylaws, any action to be taken or notice to be delivered either in writing or by mail under these Bylaws may be taken or transmitted by electronic means including by electronic mail to an address on file with the corporation.
 

Sec. 2. Unless prohibited by law or otherwise specified in these Bylaws, any Bylaw requirement that a document be signed may be signed either by hand or by such electronic means as the Board of Directors of the corporation shall authorize.
 

ARTICLE XIV

Dissolution