Bylaws of the Intellectual Property Law Section

Article I
Name

This Section shall be known as the Intellectual Property Section of the Tennessee Bar Association (“TBA”), hereinafter referred to as the “Section.”

Article II
Purpose and Duties

The purpose of the Section shall be:

(a) To further the knowledge of the members of the Section in legal issues impacting intellectual property;

(b) To increase the skill of its members through the dissemination of information and material on subjects of mutual interest and concern and to provide a medium through which the members may cooperate, encourage and assist each other in the solution of problems common to the practice of law in intellectual property to the mutual benefit and improvement of the members of the Section;

(c) To assist, when called upon by the Board of Governors of the TBA (the “Board of Governors”), in the formulation, administration and implementation of programs, forums, and other activities for the education of the members of the TBA in intellectual property and related fields;

(d) To act upon all matters referred to it by the Board of Governors; and

(e) To make recommendations to the Board of Governors.

The purpose of the Section shall be accomplished through its Executive Council, officers and committees by utilizing publications, meetings, seminars, projects and other suitable means, thereby promoting the objectives of the TBA and the membership thereof.

Article III
§1 Membership

Any member of the TBA, upon proper application accompanied by advance payment of annual Section dues for the current year shall be enrolled as a member of this Section. The term of membership in the Section shall be for one year.

§2 Dues

The annual dues of the Section shall be set from time to time by the Executive Council, payable to the TBA at its headquarters in Nashville. Annual dues shall be paid in advance and are payable on the first day of July each year for the 1-year period beginning on that date. The name of any person whose annual dues shall be more than six months past due shall be dropped from the roll of the Section. Those members of the TBA whose names are carried on the rolls of the Section whose annual dues are paid in full in advance shall constitute the membership of the Section. All funds so collected shall be deposited to the general operating funds of the TBA.

Article IV
Executive Council

§1 Duties

An Executive Council shall govern the Section. It shall assist the Board of Governors in matters relating to the Section and all other matters referred to it by the Board of Governors. The Executive Council shall supervise and direct the affairs and policies of the Section, subject to and in accordance with these bylaws, policies of the Board of Governors, and the rules and regulations of the TBA.

§2 Members

The Executive Council shall include the Chair, the Vice-Chair (Chair-elect), Secretary, and all committee chairs. Other Section members may be appointed to the Executive Council at the discretion of the Chair. The Chair shall make every effort to include persons from each Grand Division of the state. The members of the Executive Council shall receive no compensation for their services.

§3 Term of Office

The term of each member of the Executive Council commences upon his/her election and continues for one year, which term shall begin at the conclusion of the TBA annual convention.

§4 Meetings

Meetings of the Executive Council may be called by the Chair or by a majority of the members of the Executive Council. Written notice of such meetings shall be mailed to members of the Executive Council or given by telephone or electronic mail as soon as practicable. At meetings of the Executive Council, the majority of its members present shall constitute a quorum for the transaction of any business.

Article V
Officers

§1 Officers

The officers of this Section shall be a Chair, Vice-Chair (who shall also be the Chair-elect), and a Secretary.

The initial Chair, Vice-Chair and Secretary shall assume office upon election by the Executive Council. Subsequent Chairs, Vice-Chairs and Secretaries shall assume office upon election by the Executive Council. All Chairs, Vice-Chairs and Secretaries of the Section shall serve one-year terms, which terms shall begin upon the conclusion of the TBA annual convention. In the event of vacancy among officers, the Executive Council may elect a successor to fill the unexpired term.

The Chair shall preside at all meetings of the Section and the Executive Council, and shall administer the affairs of the Section and Executive Council subject to and in accordance with the rules and regulations of the TBA and policies of the Board of Governors and these bylaws.

The Vice-Chair shall perform all the duties of the Chair during his or her absences or inability to act, and when so acting shall have all the powers of the Chair and be subject to all restrictions applicable to the Chair. The Vice-Chair will become Chair of the Section upon completion of his or her term as Vice-Chair. The Vice-Chair shall be elected by the members of the Executive Council.

The Secretary shall keep minutes of meetings of the Section and Executive Council and make suitable arrangements for annual meetings. The Secretary shall see to the publication of the appropriate notices of all meetings. The Secretary shall be elected by the Executive Council.

Article VI
Committees

§1 Standing Committees

There shall be the following standing committees:

(1) Publications

(2) CLE

(3) Patent Law

(4) Copyright Law

(5) Trademark Law

The Executive Council shall have the power to create other standing committees from time to time and such other standing committees shall serve at the pleasure of the Executive Council.

§2 Officers

Each standing committee shall have a Chair and a Vice-Chair, which shall have such powers and duties as the Executive Council may from time to time determine.  The Chair of the Section shall appoint all committee Chairs and Vice-Chairs for annual terms.

§3 Ad Hoc Committees

The Section Chair shall have the power, without the need for Executive Council approval, to appoint such ad hoc committees as are necessary for the purpose of furthering the objectives of the Section.

§4 Members of the Committees

The members of the standing and ad hoc committees shall be selected from the members of the Section by the committee chair.  The committee chair may remove or replace any committee member who shall fail to attend three consecutive committee meetings.

Article VII
Section Meetings

§1 Meetings and Notices

Whenever possible, there shall be a Section meeting at the time and place of the Section's annual Continuing Legal Education program and/or at the TBA annual convention.  The Section may also hold such other meetings as may be called by the Executive Council upon notice given to the members of the Section at least 20 days prior to the meeting.  Notice of the meetings shall be given by mail or in an official publication of the TBA.

§2 Quorum

The members of the Section present at any meeting shall constitute a quorum for the transaction of business.

§3 Vote

All action of the Section shall be by majority vote of the members present.

Article VIII
Fiscal Matters and Reports

§1 Fiscal Year

The fiscal year of the Section shall be the same as that of the TBA.

§2 Disbursements

No invoice, statement or other evidence of expenditure on behalf of the Section shall be forwarded to the treasurer of the TBA for payment without having been approved by the Chair.

§3 Expenditure of Funds

The Executive Council shall determine and approve expenditure of funds of its activities consistent with these bylaws and the constitution of the TBA, provided however, that no expenditures of funds in excess of those actually on hand may be made nor may any such expenditure obligate the TBA in any financial matter.

§4 Annual Report

An annual report of the activities of the Section shall be submitted to the Board of Governors and the President of the TBA.  In addition, such other reports as may be requested by the Board of Governors or the President of the TBA will be submitted in a timely manner.

Article IX
Miscellaneous Provisions

§1 Tennessee Bar Association

No activity of this Section shall be effective as an action of the TBA until the TBA approves it.  Any resolution adopted or action taken by the Section may be reported by the Chair of the Section to the governing body of the TBA or to the annual meeting of the TBA for action thereon.  All programs, procedures and policies of the Section shall be subject to the approval of the Board of Governors of the TBA.

§2 Publications

The Executive Council may determine and provide for the publication and distribution of a newsletter or other publications of the Section in the furtherance of its objectives.

§3 Continuing Legal Education

All continuing legal education programs, except such publications as the Section may be authorized to publish, shall be conducted in consultation with the TBA.

§4 Amendment

These bylaws may be amended at any annual meeting of the Section consistent with the constitution and bylaws of the TBA by a majority vote of the members of the Section present and voting, provided that such proposed amendment shall have been, or shall be approved by a majority of the Executive Council.  Upon such approval by the Section, such amendments shall be presented for approval to the Board of Governors of the TBA.  No amendment adopted by the Section shall be effective until approved by the Board of Governors.

§5 Authentication

These bylaws were approved by the TBA Board of Governors on October 18, 2003.