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ARTICLE VI.       AMENDMENTS TO THE CHARTER AND BYLAWS

  1. An affirmative vote of two-thirds of all ballots cast by Full Members in good standing is required to amend this Charter & Bylaws.
  2. 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.
  3. 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.
  4. 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.         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.

 

Dated: August 19th, 2016