By-laws of the College of Patent Agents and Trademark Agents (SOR/2023-73)

Marginal note:Voting

• 17 (1) A licensee whose licence is not suspended is eligible to vote in an election for directors.

• Marginal note:Electronic voting

  (2) Voting during an election of directors is to be done by electronic means.

Marginal note:Disputes concerning election results

• 18 (1) If a candidate asserts that there are reasonable grounds to dispute the validity of the election results, the candidate may file a notice of dispute with the Election Commissioner that must include the procedural defect being alleged.

• Marginal note:Time limit for filing

  (2) The notice of dispute must be filed within five days after the day on which the election results are published on the College’s website.

• Marginal note:Inquiry by Election Commissioner

  (3) The Election Commissioner must hold an inquiry if they find that the notice of dispute demonstrates reasonable grounds to doubt the validity of the election process.

• Marginal note:Report and recommendations

  (4) The Election Commissioner must prepare a written report of their findings and recommendations and submit it to the Board.

Marginal note:Declaration by Board

• 19 (1) The Board may, after reviewing the Election Commissioner’s report and recommendations, take either of the following actions:

  • (a) declare the election result to be valid; or

  • (b) declare the election result to be invalid and

    • (i) declare another candidate to have been elected, or

    • (ii) direct that another election be held.

• Marginal note:Minor procedural defect

  (2) An election result is not invalid based solely on a minor procedural defect.

Marginal note:Removal — elected directors

• 20 (1) The directors may, by resolution, remove an elected director from office for cause if

  • (a) a motion is made to remove the director and at least two-thirds of the directors in attendance at a meeting vote in favour of the removal; and

  • (b) notice of the intention to make the motion is provided to the Board and to the director at least two weeks in advance of the vote on the motion.

• Marginal note:Removal — appointed directors

  (2) The directors may, by resolution, request that the Minister remove an appointed director from office for cause if

  • (a) a motion is made to remove the director and at least two-thirds of the directors in attendance at a meeting vote in favour of the removal; and

  • (b) notice of the intention to make the motion is provided to the Board and to the director at least two weeks in advance of the vote on the motion.

Marginal note:Ineligibility due to absences

21 An elected director who, without a valid reason, is absent from two consecutive Board meetings has met the ineligibility criteria for the purpose of subparagraph 17(h)(iii) of the Act.

Board Meetings

Marginal note:Frequency of meetings

• 22 (1) The Board is to meet at least four times each year. The Board sets the location of the meeting or the electronic means to be used in order to hold the meeting.

• Marginal note:Electronic means

  (2) A Board meeting held by electronic means must be conducted by any means that permits all persons who are participating in the meeting to communicate with each other simultaneously.

Marginal note:Quorum

23 The quorum for a Board meeting is five directors.

Marginal note:Rules of order

24 The Board must adopt rules of order for the conduct of its meetings.

Marginal note:Notice of meeting

• 25 (1) At least seven days before a Board meeting, the CEO must publish on the College’s website

  • (a) the agenda and any meeting materials that are not confidential; and

  • (b) any information that enables the public to participate in the meeting, including how to access the meeting if it is to be held by electronic means.

• Marginal note:Failure to publish notice

  (2) Failure of the CEO to publish the notice does not invalidate the meeting.

Marginal note:Agenda

26 The agenda for a Board meeting must relate only to the Board’s work.

Marginal note:Simple majority

27 Subject to sections 20 and 34, a motion or resolution tabled at a Board meeting is decided by a majority vote of the directors who are in attendance at the meeting.

Marginal note:Adjournments

28 The Chairperson may, with the consent of a majority of directors who are in attendance at a meeting, adjourn the meeting to a fixed time and place.

Marginal note:In camera meetings

• 29 (1) The Board may exclude the public from a Board meeting to discuss any matter if the Board is of the opinion that the harm of public disclosure of the matter under consideration outweighs the benefits of open discussion and attendance by the public.

• Marginal note:In camera meetings — exclusion of CEO

  (2) The Board may exclude the CEO from an in camera meeting

  • (a) to consider the CEO’s appointment, reappointment, dismissal, performance or terms of office; or

  • (b) to provide an opportunity for the directors to discuss matters relevant only to directors.

Marginal note:Special Board meetings — notice

• 30 (1) The Chairperson, or any three directors, may call a special Board meeting to be held by electronic means by providing at least 24 hours’ written notice to the CEO.

• Marginal note:Receipt of notice

  (2) As soon as feasible after receiving the notice, the CEO must

  • (a) advise the directors and the public of the reason for the meeting, the date and time when it will be held, and the electronic means for participating in the meeting; and

  • (b) publish on the College’s website the agenda and any meeting materials that are not confidential.

• Marginal note:Failure to publish

  (3) Failure of the CEO to publish the notice does not invalidate the meeting.

Officers

Marginal note:Chairperson and CEO

• 31 (1) The Chairperson and the CEO are the officers of the College.

• Marginal note:CEO

  (2) The CEO serves ex officio and does not have a vote at Board meetings.

Marginal note:Duties of Chairperson

32 The Chairperson has the following duties:

• (a) carry out the College’s business;

• (b) act as the spokesperson for the Board; and

• (c) participate in the Board’s decision-making.

Marginal note:Election of Chairperson

• 33 (1) The Board is to elect a Chairperson from among the directors, for a term of two years.

• Marginal note:Vacancy — Chairperson

  (2) If the office of Chairperson becomes vacant before the end of the two-year term, the Board is to elect a replacement Chairperson, to hold office until the end of the original term, at which time an election to fill the position must be held.

Marginal note:Removal of Chairperson

34 The directors may, by resolution, remove the Chairperson from office if

• (a) a motion is made to remove the Chairperson and at least two-thirds of the directors in attendance at a meeting vote in favour of the removal; and

• (b) notice of the intention to make the motion is provided to the Board and the Chairperson at least two weeks in advance of the vote on the motion.

Marginal note:Vice-chairperson

• 35 (1) The Board may elect a Vice-chairperson from among the directors, on a temporary basis for a term to be specified by the Chairperson at the time of the election.

• Marginal note:Duties of Vice-chairperson

  (2) A Vice-chairperson has the following duties:

  • (a) perform the duties of the Chairperson when the Chairperson is absent or otherwise unavailable to act; and

  • (b) carry out any other duties and responsibilities that are assigned by the Board.

Marginal note:Duties of CEO

36 The CEO has the following duties:

• (a) provide leadership, support and strategic advice to the Board to assist the Board in meeting its obligations and objectives;

• (b) manage, coordinate and maintain the College’s operations, administration, finances and organization;

• (c) develop operational and management policies for the College;

• (d) counsel and assist the Board and committees in carrying out their assigned functions;

• (e) assist the Board in complying with all relevant legislation and policies;

• (f) administer the election process for the election of directors, including

  • (i) each year, determining whether an election is needed,

  • (ii) confirming the eligibility of nominees to become candidates for election, and

  • (iii) publishing the dates of elections on the College’s website;

• (g) engage, direct and supervise employees and contractors of the College and develop succession plans for College staff and contracted functions;

• (h) maintain accurate minutes of Board meetings and have them approved by the Board and maintained by the College;

• (i) act as the spokesperson for the College;

• (j) when the College submits its annual report to the Minister, make public the amounts paid to directors and committee members as remuneration and expense reimbursements; and

• (k) perform all other duties and functions that are assigned by the Board.

Marginal note:Deputy CEO

• 37 (1) The Board may appoint a Deputy CEO, who serves as acting CEO during the CEO’s absence.

• Marginal note:Vacancy of both CEO and Deputy CEO

  (2) If the office of CEO becomes vacant and there is no Deputy CEO, the Board must appoint an individual to serve as acting CEO until a new CEO is appointed.

Registrar

Marginal note:Duties of Registrar

38 The Registrar has the following duties:

• (a) establish regulatory policies, either on their own initiative or at the request of the Board or a committee, and publish them on the College’s website; and

• (b) perform all other duties and functions that are assigned by the Board or under the Act, the Regulations or these By-laws.

Marginal note:Deputy Registrar

• 39 (1) The Board must appoint a Deputy Registrar, who serves as acting Registrar during the Registrar’s absence.

• Marginal note:Vacancy of both Registrar and Deputy Registrar

  (2) If the office of Registrar becomes vacant and there is no Deputy Registrar, the Board must appoint an individual to serve as acting Registrar until a new Registrar is appointed.