IPLAC CIRCULARIZATION POLICY

(Adopted by IPLAC Board of Managers February 2018)

In order to provide enhanced service to its members by providing information about programs that may be of interest to them and to provide support to the legal community, both professional and educational, consistent with IPLAC’s central objectives, namely the development of intellectual property law, IPLAC will consider requests from third parties for circularization of certain types of information to its members via email blast and posts on its website according to the below criteria. (IPLAC will no longer consider requests for snail mail circulation to its members.) IPLAC will not consider requests from third parties that are not educational in nature and with which it does not share a relationship consistent with a sponsorship, partnership or event.

Type of Requestor/Type of Information

IPLAC will consider requests from law schools and other educational institutions for email blasts or website postings to the membership related to a seminar, conference or other
informational/educational event of a subject matter consistent with substantive areas within IPLAC’s purview, namely the areas of patents, trademarks, copyrights, trade secrets and the legal issues they present. IPLAC will consider requests from organizations with which it is partnering for a specific event for information related to that specific event. IPLAC will consider requests from sponsors consistent with its “Sponsorship Policy” and consistent with the terms of any sponsorship agreements.

Frequency

IPLAC will consider requests for email blasts from law schools and other educational institutions for educational events no more frequently than once per event, with a cap of 4 emails per year. IPLAC will consider requests for postings of events on its website from law schools and other educational institutions for educational events in unlimited number, provided a separate fee is paid for each posting. IPLAC will consider requests for email blasts from organizations with which it is partnering for a specific event for information related to that specific event in advance of each such specific event. IPLAC will consider requests for email blasts from sponsors for email blasts consistent with the terms of any sponsorship agreements.

Charges

Law school or other educational institution:
$50.00 per email blast

$50.00 per website posting

Partner Organization for Joint Event:

No charge

Sponsor:
Consistent with terms of any sponsor agreement.

Unless specifically agreed otherwise in a sponsor agreement, sponsor fees for email blasts or web site postings are not waived.

If there is no sponsor agreement or if the sponsor agreement does not address these costs, then $50.00 per email blast and $50.00 per website posting.

Should there be any conflict between this Circularization Policy and IPLAC’s Sponsorship Policy, this Circularization Policy shall be controlling. However, the terms of any contract between IPLAC and any third party shall supersede any conflicting term of this Circularization Policy.

The above charges are meant to offset IPLAC’s administrative costs and to offset other costs of the member services provided by IPLAC. IPLAC does not sell access to its membership and does not sell its membership data. IPLAC reserves the right to refuse the request of any third party wishing access to its membership for any reason and at its sole discretion. This policy shall be amended from time to time.

IPLAC CONFLICT OF INTEREST POLICY

(ENACTED MARCH 7, 2012)

Article I Purpose
The purpose of the IPLAC Conflict of Interest Policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an IPLAC board member, officer, chair or vice-chair of a committee, or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II Definitions

1. Interested Person

Any board member, officer, chair or vice-chair of a committee, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a. An ownership or investment interest in any entity with which IPLAC has a transaction or arrangement,

b. A compensation arrangement with IPLAC or with any entity or individual with which IPLAC has a transaction or arrangement, or

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which IPLAC is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the board or appropriate committee decides that a conflict of interest exists.

Article III Procedures

1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the board members or appropriate committee with board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest

a. An interested person may make a presentation at the board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b. The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c. After exercising due diligence, the board or committee shall determine whether IPLAC can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board or committee shall determine by a majority vote of the disinterested board members whether the transaction or arrangement is in IPLAC’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy

a. If the board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV

Records of Proceedings

The minutes of the board and all committees with board delegated powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board’s or committee’s decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V Compensation

a. A voting member of the board who receives compensation, directly or indirectly, from IPLAC for services is precluded from voting on matters pertaining to that member’s compensation.

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from IPLAC for services is precluded from voting on matters pertaining to that member’s compensation.

c. No voting member of the board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from IPLAC, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI

Annual Statements

Each board member, officer, committee chair or vice-chair shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy,

b. Has read and understands the policy,

c. Has agreed to comply with the policy, and

d. Understands IPLAC is a non-profit entity and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article VII Periodic Reviews

To ensure IPLAC operates in a manner consistent with charitable/non-profit purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations and vendors conform to IPLAC’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable/non-profit purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Article VIII

Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, IPLAC may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the board of its responsibility for ensuring periodic reviews are conducted.

Adopted by the Board of Managers March 7, 2012.

Annual IPLAC Financial Conflict of Interest Statement:

In accordance with the IPLAC Financial Conflict of Interest Policy, each board member, officer, committee chair or vice-chair shall annually sign a statement which affirms such person:

a. Has received a copy of the financial conflict of interest policy,

b. Has read and understands the policy,

c. Has agreed to comply with the policy, and

d. Understands IPLAC is a non-profit entity and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

By signing this statement below, or replying in the affirmative to an email requesting my affirmance, I affirm the above.

Signature:_________________________________

Typed/Printed Name:________________________

Date: ____________________________________