ARTICLE I - Name

Sec. 1 The name of the ASSOCIATION shall be The "Haitian-American Intellectual PropertyAssociation" known by its acronym HAIPA.

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ARTICLE II - Purposes

Sec. 1 HAIPA is a non-profit organization that has for purposes: to inform the Haitian public about Intellectual Property, to promote the progress of science and the useful arts in Haiti, and to promote the professional, intellectual, and social welfare of the members of the ASSOCIATION.

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ARTICLE III - Membership

Sec. 1 The membership of the ASSOCIATION shall be comprised of active, affiliate, and honorary members.

1. An active member shall be any individual with a technical or legal background or an equivalent thereof. Every active member shall attend a majority of the ASSOCIATION'S meetings and abide by the laws of the ASSOCIATION.
2. An affiliate member shall be any individual with a technical or legal background or an equivalent thereof.
3. An honorary member shall be a distinguished individual who may be eligible for one year honorary memberships. Nominations or recommendations for an honorary membership shall be submitted to the Board of Directors, hereinafter referred to as the BOD, and must be approved by a two-thirds of the BOD present at a regular meeting.

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ARTICLE IV - Dues

Sec. 1 Dues of the active and affiliate members shall be fixed by a two-thirds vote of the BOD. No dues shall be required of honorary members.

Sec. 2 Upon non-payment of dues by a member for an unreasonable time after notice of arrearage has been given to the member by authority of the Finance Committee, the Membership sub- committee shall drop the member's name from the roll of active members or the roll of affiliate members.

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ARTICLE V - Committees, Board of Directors, and Election

Sec. 1 The Committees of the ASSOCIATION shall be:

• Editing Committee,
• Finance Committee,
• Legal Committee,
• Politics Committee,
• Public Relations Committee,
• Social Activities Committee.

Sec. 2 The BOD shall be composed of elected representatives (directors), one from each of the Committees of the ASSOCIATION

Sec. 3
a) Nominations for elected representatives to the BOD shall be by a petition acknowledging
the nominee's willingness to run for representative of one of the Committees, specifying
the Committee, and signed by a majority of the members of that Committee.

b) There shall be a Call for Nominations, which is the period during which nominating
petitions are accepted.

1. Nominating petitions must be delivered to an Election Committee by the last day of the
   Call For Nominations.

Sec. 4 Each nominee for an elective position shall be an active member of Haitian descent.
No member shall:

concurrently hold two elective positions on the BOD. No member of the BOD shall concurrently hold office or be a member of the executive committee of any other association. The eligibility of each nominee shall be verified by the Election Committee before the nominee's name is placed on the ballot.

Sec. 5 Ballots shall be cast in person. In the event of a tie, election between the tied nominees shall be conducted as part of the old business at the annual meeting.

Sec. 6 The members of the BOD shall assume office at the close of old business at the annual meeting of the ASSOCIATION next following the election.

Sec. 7
a) A director shall be an active member of the ASSOCIATION for at least a year and should have the necessary technical and/or legal background and is fairly acquainted with Intellectual Property Laws.

• A director shall have working knowledge in English and French /Haitian Creole.
  • A director shall abide by the ethics rules of the ASSOCIATION
  • A director shall be elected by the members of the committee which he/she represents on the BOD
• A director shall be deemed to have resigned if not in attendance at three consecutive
  monthly meetings of the BOD.
• The BOD shall designate a chairperson of the BOD, an assistant chairperson of the BOD, a secretary of the BOD, an assistant secretary of the BOD, and two advisors of the BOD for a period of six months.
• The above roles shall be rotated between the directors at the end of the sixth month.

Sec. 8 Any member of the BOD may be removed for cause at any meeting of the BOD by a 2/3 vote of the members present, provided that said member is given two weeks notice of the proposed action, which notice includes a statement of the charges, and provided further that a copy of said statement be furnished to the BOD at the same time if such charges did not originate from a member of the BOD.

Sec. 9 A vacancy in any representative position on the BOD occurring during the year may be filled for the balance of the term by a majority vote of the BOD present at a meeting thereof acting upon recommendations received in writing and signed by at least a majority of the active members of the affected Committee, after 10 business days notice to said affected Committee as to the existence of the vacancy.

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ARTICLE VI - Duties of the BOD and Committees

Sec. 1 A director shall preside at the meetings of the ASSOCIATION and of the BOD. Three or more directors shall sign all written contracts and obligations of the ASSOCIATION. The BOD shall appoint the standing committees provided for herein and shall appoint such special committees as the BOD deems necessary to implement the activities of the ASSOCIATION; shall have an annual report prepared and published. The BOD shall faithfully observe that this Constitution is followed.

Sec. 2 The Editing Committee shall keep minutes of the meetings of the ASSOCIATION and of the BOD; shall ensure that member submitted writings deal primarily with, but not limited to issues regarding Intellectual property rights and are in conformance with the ASSOCIATION'S code of ethics; shall maintain the records and distribution of inventory of the ASSOCIATION, including the Website, Newsletter, Correspondence.

Sec. 3 The Finance Committee shall be the custodian of the funds of the Association and shall be responsible for the receipt of all money due it; shall be responsible that all money due the ASSOCIATION, received by the director of the committee , be deposited in an account of the ASSOCIATION established as set forth in Article VIII, Sec. 4; shall establish such account in the name of the ASSOCIATION; shall keep a full and accurate account of all money received and disbursed; shall report at each annual meeting and BOD meetings when requested, on the state of the funds; shall acquire a safe deposit box for protecting important documents of the committee; shall authorize all members of the committee to sign in the account at opening; shall authorize at least three members of the BOD to sign all checks and any requests for any withdrawal authorized by the BOD; shall collect a yearly membership fee from every member; shall maintain accurate records of all activities for the account in order to be furnished to the committees and other authorities upon request; shall analyze the requests of funds from all committees before contacting the BOD for final decision; shall request that all committees should submit any request of funds in writing at least two weeks in advance.

Sec. 4 The Legal Committee shall be the custodian of the Seal of the ASSOCIATION; shall issue notices of all constitutionally mandated activities; shall keep the Constitution, standing rules, and other records belonging to the ASSOCIATION not specifically under the charge of any other officer, which correspondence and records shall be open to inspection to members of the ASSOCIATION; shall maintain the Bylaws and ethic rules of the ASSOCIATION and all other legal documents of the ASSOCIATION; shall organize all elections of the ASSOCIATION; shall enforce the bylaws and ethic rules of the ASSOCIATION. The director of this committee shall serve as judge along with two other directors to judge any breach of the association bylaws or ethics rules by any member of the ASSOCIATION.

Sec. 5 The Politics Committee shall gather information regarding IP issues, political issues affecting IP in Haiti or elsewhere; shall serve as a bridge between the ASSOCIATION and other political organizations; shall represent the ASSOCIATION in meetings , conferences, or the like concerning political issues; shall not be involved in any form with any campaign of any candidate for any public office.

Sec. 6 The Public Relations Committee shall issue notices of all meetings of the ASSOCIATION and of the BOD; shall conduct the usual distribution of information of the ASSOCIATION; shall conduct all correspondence of the ASSOCIATION; shall notify members of their election; shall disseminate information to the ASSOCIATION'S members and the public at large; shall recruit members; shall organize all general meetings; shall serve as a link to other organizations.

Sec. 7 The Social Activities Committee shall schedule and organize social, cultural and educational events for the ASSOCIATION; shall conduct seminars and other educational programs; shall create special purpose sub-committees to manage each particular event; shall help develop feasibility studies of areas of various engineering, technological and intellectual property concerns of HAITI.

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ARTICLE VII - Meetings

Sec. 1 The annual meeting of the ASSOCIATION shall be held during the month of October at such time and place as may be set by the BOD.

Sec. 2 The BOD shall meet each month to consider such matters as may come before the BOD and to conduct the business and affairs of the ASSOCIATION.

Sec. 3 Upon written request of a majority of the active members it shall be the duty of the BOD to issue a call for a special meeting of the ASSOCIATION, or the BOD may on its own motion issue such a call. The call for the special meeting shall set forth the time, date, place and purpose of such meeting. No other business than that stated in the call for a special meeting shall be conducted at such meeting.

Sec. 4 Any number above seven (7) active members, including more than one-half members of the BOD, present at a meeting of the ASSOCIATION shall constitute a quorum to conduct business.

Sec. 5 Any number above one-half members of the BOD eligible to vote shall constitute a quorum to transact business at a meeting of the BOD.

Sec. 6 Affiliate members and honorary members may attend any meeting of the ASSOCIATION but shall not have the right to vote at such meetings.

Sec. 7 Robert's Rules of Order Newly Revised shall be followed in all questions not otherwise provided for herein, which Rules may be supplemented or suspended by a 2/3 vote of active members present at any meeting, after determination of the presence of a quorum.

Sec. 8 The BOD shall declare Mandatory meetings, requiring the presence of all active members. A member's failure to attend a mandatory meeting without being properly excused by the BOD might constitute grounds for loss of membership privileges.

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ARTICLE VIII - Fiscal and Budget

Sec. 1 An integrated accounting system shall be established and maintained to cover all activities of the ASSOCIATION.

Sec. 2 The fiscal year will begin on January 1 of each year.

Sec. 3
a) A single appropriated Annual Budget covering all of the activities of the ASSOCIATION shall be established for each fiscal year. The Annual Budget shall include separate line items covering major categories of the ASSOCIATION operations.

1. The Finance Committee shall prepare a proposed Annual Budget for the succeeding fiscal year and shall present the proposed Annual Budget no later than the November meeting of the BOARD.
2. The Annual Budget shall be adopted by the BOARD before the end of December each year.

Sec. 4 Accounts shall be established by the director of the Finance Committee. Such accounts shall have the principal insured by a federal governmental agency. All of the ASSOCIATION's income and monies shall be deposited in said accounts. Withdrawals from the accounts shall only be made as authorized by the Annual Budget or by special appropriation approved by the BOD. The director of the Finance Committee will oversee and maintain said accounts. All checks drawn on any account must be cosigned by at least three (3) directors.

Sec. 5 Reasonable amounts of money not needed for immediate operating expenses may be withdrawn from the ASSOCIATION'S accounts for investment by the BOD on the recommendation of the Finance Committee to assure that maximum prudent income may be realized on said money.

Sec. 6 The director of the Finance Committee shall report to the BOD as to all of their expenditures by line item occurring since their preceding report when requested by the BOD.

Sec. 7 All financial records and accounts of the ASSOCIATION shall be examined annually by a Certified Public Accountant designated by the BOD. The BOD may request an audit.

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ARTICLE IX - Amendments

Sec. 1 An amendment to these Bylaws may be proposed by a majority vote at any meeting of the BOD, or by a majority vote at any meeting of the ASSOCIATION. All proposed amendments must be presented in writing. A Secretary shall cause a copy of the proposed amendment to be distributed to the active members within thirty (30) days after proposal, together with instructions as to balloting. A proposed amendment shall be considered to be adopted and shall take effect immediately, unless otherwise provided, if approved by a majority of the votes cast, provided that at least the quorum as set forth in ARTICLE VII,

Sec. 4 is met.

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ASSOCIATION'S CODE OF ETHICS

• No member shall disclose, discuss, or debate with outsiders any sensitive information pertaining to the ASSOCIATION.
• No member shall use the ASSOCIATION'S resources for personal end.
• Every member shall behave in such a manner to reflect the pride and the professionalism of the ASSOCIATION.
• Every member is expected to be honest, diligent, and responsible in handling the tasks that he/she has been assigned.
• Any violation of the above regulations may constitutes a ground for dismissal and loss of membership privileges.
• No member shall represent the ASSOCIATION, except with the permission of the BOD.
• No literature shall be distributed in the name of the ASSOCIATION (HAIPA), unless otherwise authorized by the Editing Committee and/or the BOD.