USPTO APANET (U.S. Patent & Trademark Office Asian Pacific American Network)

ORGANIZATIONAL CHARTER & BYLAWS

 

CHARTER

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 and the USPTO Voluntary Employee Organizations Policy Number 202-04-4.

ARTICLE II. NAME

The name of this organization shall be the USPTO APANET.

ARTICLE III. GOALS

USPTO APANET shall seek to:
A. Assist the U.S. Patent & Trademark Office (USPTO) in promoting and effecting the full and equitable representation of its Asian Pacific American employees by enhancing their career and professional development and publicizing their contributions, accomplishments, and capabilities;

B. Support and promote the diversity goals of the USPTO;

C. Inform USPTO employees about the broad and diverse cultural and social heritage of the Asian Pacific American community and encourage the celebration of that heritage; and

D. Foster a working environment at the USPTO that is free of prejudice, bias and stereotypes.

ARTICLE IV. POLICIES


A. The scope of USPTO APANET's interests and activities shall include the entire U.S. Patent & Trademark Office;

B. USPTO APANET 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;

C. USPTO APANET 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

D. The activities, programs, or services of USPTO APANET shall not be represented, directly or indirectly, as official functions or activities of the USPTO or of any USPTO official.

ARTICLE V. MEMBERSHIP


A. Full Membership in USPTO APANET 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.

B. Associate Membership in USPTO APANET is open to all former or retired USPTO employees and others who support the goals of the organization as set forth in Article III above. An Associate Member in good standing shall be afforded all the rights, privileges, and obligations of membership, EXCEPT the right to vote and the right to seek office.

C. 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.

ARTICLE VI. BOARD of DIRECTORS


The Board of Directors shall not exceed 25 members and consist of:
· Officers include a President, a Vice-President/president-elect, a Treasurer, & a Secretary,
· Elected representatives from areas representing major Department offices within the USPTO, and the Immediate Past President. The number of representatives will be determined each year by the outgoing Board, consistent with organization or reorganization of the Patent and Trademark Office.  


ARTICLE VII. NON-PROFIT ORGANIZATION

USPTO APANET shall be operating as a non-profit organization under the guidelines of IRC Section 501 (C) (4).
 

 BYLAWS

ARTICLE I. MEMBERSHIP FEES


Membership dues are $26 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


A. 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.

B. The Annual Meeting of USPTO APANET shall be in January or February 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 AND POWERS OF THE BOARD of DIRECTORS


A. The Board of Directors shall: organize, direct, and coordinate all activities of USPTO APANET; develop the agenda and preside at all meetings of USPTO APANET; call any special meetings; establish procedures for elections; serve as the official representatives and spokespersons for USPTO APANET; 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 Asian Pacific American community of relevant concerns, issues, and activities of USPTO APANET.

B. The President shall: be the presiding officer at all Executive Committee, Board of Directors, and general meetings and at the Annual Meeting; represent USPTO APANET at meetings with USPTO officials and other organizations including Commerce APANet; appoint annually Standing Committee Chairs and a Nomination/Election Committee, composed of three USPTO APANET members, with the approval of the Board of Directors. Standing Committees shall include but not limited to: Membership, Public Relations, Treasury, Education, Legislation, Advisory and Social. Standing Committee members and chairs shall be named by the first Board of Directors meeting following January 1; serve ex officio on all Standing Committees except the Nomination/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.

C. The Vice-President/President-elect shall: assume the duties and responsibilities of the President, in the absence of the President. The Vice-President/President-elect 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.

D. The Secretary shall: maintain the organization's records; coordinate correspondence with members; and oversee production of organizational materials.

E. The Treasurer shall: be duly bonded in accordance with Commerce Department Administrative Order 202-707 and the USPTO Voluntary Employee Organizations Policy Number 202-04-4; receive all funds payable to USPTO APANET, 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.

F. The 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.

G. 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.

H. The Board of Directors may, at its discretion, designate 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.

I. No members of the Board of Directors shall be personally liable for any debts, liabilities, and/or obligation of USPTO APANET.

ARTICLE IV. NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS

A. The Executive Committee shall consist of the Officers and the immediate Past President.

B. The Vice President/President-elect, Treasurer, Department Representatives, 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.

C. Should a Vice-President/President-elect not be able to fulfill the duties of President the year following election as Vice-President/President-elect, a President, a Vice-President/President-elect and a Treasurer 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.

D. Each Representative shall be elected by the Full Members in good standing that work in the respective major Department Office(s) or Tech Center the representative represents. The term for a Representative is one year. Any Full Member in good standing is eligible to seek the Office(s) or Tech Center representative for the area in which he or she works.

E. After elections, the Board of Directors shall designate one of the at most twenty-two representatives as Secretary of the organization.
F. In the event of a vacancy occurring in the office of the President during the year, the unexpired term shall be filled by the Vice-President/President-elect. 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.

G. Except for the Vice President/President-elect, the Nomination/Election Committee shall nominate one or more qualified candidates for each Representative and a Treasurer. The Nomination/Election Committee shall nominate at least one qualified candidate for the office of the Vice President/President-elect. Written consent to hold office must be received from each person nominated. The Nomination/Election Committee shall complete its list of nominees  no later than the first Tuesday of December. When a Vice-President/President-elect is not able to fulfill the duties of President the year following election as Vice-President/President-elect, the Nomination/Election Committee shall nominate at least one qualified candidate for each of the office of the President and Vice President/President-elect.

H. Not later than the second Tuesday of December, the current President shall send to the members at-large a list of the candidates nominated by the Nomination/Election Committee. Additional nominations for Area Representative, Representative-at-large or Officer may be made by petition, signed by not less than ten 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 Nomination/Election Committee not later than the third Monday of December. 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.

I. Not later than the third Tuesday ofDecember, the current President shall send to all voting members a ballot, listing the candidates nominated for Officers and Representatives. Ballots shall be returned to the Nomination/Election Committee not later than the fourth Tuesday of December and shall be tallied by the Nomination/Election Committee and recorded by the presiding committee member. 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.

J. Members of the Nomination/Election Committee shall not be eligible to run for Officer or Representative positions in the election, and the current year’s president shall preside over the Nomination/Election Committee.

ARTICLE V. VOTING AND VOTING ELIGIBILITY


A. A member shall be eligible to vote if he/she is a Full Member in good standing prior to the date of elections or the due date for ballots.

B. Voting for Officers and Representatives, for amendments to these Charter & Bylaws, for petitions to amend the Charter & Bylaws shall be by secret ballot.

C. When such a secret ballot is required, those qualified to vote shall indicate their selections on the ballot, seal the ballot and sign 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.

D. A proxy vote from a member in good standing shall be accepted if the proxy is delivered in writing to the Nomination/Election Committee prior to any scheduled vote of the organization.


ARTICLE VI. AMENDMENTS TO THE CHARTER & BYLAWS


A. An affirmative vote of the majority of all ballots cast by Full Members in good standing is required to amend this Charter & Bylaws.

B. 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 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.

C. 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.

D. The Executive Board shall have the responsibility of notifying the USPTO's Director of Human Resources Management of any changes to this Charter & Bylaws.
 

NON-PROFIT ORGANIZATION

ARTICLE I. PURPOSES
IRC SECTION 501(C)(4) PURPOSES


This Corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(4) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(4) 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)(4) 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)(4) 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)(4) 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.