Notice for 2019 PTAB Bar Association Annual Meeting – March 28
Pursuant to sections 9.5 and 10.2 of the Bylaws of the PTAB Bar Association (available at www.ptabbar.org/wp-content/uploads/2016/09/Bylaws.pdf), notice is hereby given of the upcoming Annual Meeting of the Association to be held on March 28, 2019, and of the following approved nominations of the Association’s Nominations Committee in preparation for the election of Directors and Officers at the Annual Meeting. The Annual Meeting will be held by telephone, beginning at 3pm EST. To dial into the Annual Meeting, please call 1-888-706-0584, and use passcode 4480372#. As this Annual Meeting will follow the Association’s Annual Conference, proxies will be made available at the conference and by request for those who seek to cast votes prior to March 28.
Pursuant to the Bylaws, at the conclusion of the Annual Meeting, current President-elect Naveen Modi will become the Association’s next President, and current President, Erika Arner will transition to Immediate Past President. Below are Officers otherwise nominated for election.
- Vice President: Karl Renner of Fish & Richardson
- Treasurer: David Higer of Drinker Biddle
- Secretary: Teresa Rea of Crowell & Moring
- Non-Officer Director: Q. Todd Dickinson of Polsinelli
- Non-Officer Director: Li-Hsien (Lily) Rin-Laures of RinLaures LLC
- Non-Officer Director: Tom Rozylowicz of Fish & Richardson
- Non-Officer Director: Jon Wright of Sterne Kessler
- Non-Officer Director*: Marc Richards of Brinks Gilson & Lione
As marked with an asterisk, subject to confirmatory approval of changes to the Articles of Incorporation and Bylaws and subject also to election of David Higer as an Officer Director (i.e., Treasurer), Marc Richards is nominated to replace David Higer as a Non-Officer Director. For a full list of the current Board of Directors and Officers, please see http://www.ptabbar.org/leadership/.
In advance of the vote concerning election of Officer and Non-Officer Directors, at the Annual Meeting, the following items will be addressed:
- Confirmatory vote regarding amendments to the Articles of Incorporation and Bylaws that were earlier Noticed on November 20, 2018, unanimously approved by the Board of Directors, and approved by Association members attending the November 29, 2018 special meeting for consideration of the same, and
- Vote to add, within Section 11 of the By-laws, language indicating that Section 11 is, “subject to the quorum requirements of Section 9” and to update information reflecting the Association’s Registered Agent and Office in the Articles.
As reported in December, after unanimous approval by the Board, those present at the November 29, 2018 meeting voted to approve proposed changes to the Association’s Articles of Incorporation and Bylaws, and in particular, changes to the structure of the Board. For reasons more thoroughly set forth in the November 20 Meeting Notice (found here), among other things, these changes increased the overall number of Non-Officer Directors to promote diversity of thought. And, consistent with these changes, the nominations process produced the above candidate slate. Given some ambiguity within the original Bylaws over quorum requirements applicable to member voting and given the relatively low attendance at the November 29 Meeting (and the fact that a quorum was not present), the Board unanimously approved a confirmatory vote to be held at the upcoming telephonic Annual Meeting., with proxies to be made available during the Annual Conference to enable as many members as possible to participate.
In addition to the changes discussed above and at the November 29th Meeting, which will be addressed by the aforementioned confirmatory vote, the Board also unanimously approved proposing to add language to Section 11 of the Bylaws to indicate that it is, “subject to the quorum requirements of Section 9,” and to update information reflecting the Association’s Registered Agent and Office in the Articles.
The Board of Directors recommends that members vote in favor of the amendments to the Articles of Incorporation and Bylaws. A copy of the proposed form of the amended and restated Articles of Incorporation and Bylaws are available here and here.
If you would like to share any thoughts on the proposed amendments before the vote, please send them to the Association’s Secretary, Karl Renner, at PTAB_Bar_Assoc@fr.com.
Secretary on behalf of the PTAB Bar Association Board of Directors