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

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.

Committees

Marginal note:Committees created

40 The following committees are created:

• (a) the Registration Committee;

• (b) the Governance Committee; and

• (c) the Audit and Risk Committee.

Marginal note:Registration Committee

41 The Registration Committee is created to, among other things,

• (a) set the standards for the qualifying examinations and the evaluation of licensees; and

• (b) review the Registrar’s licensing decisions when a request is made under section 66.

Marginal note:Governance Committee

42 The Governance Committee examines governance practices, including Board practices and performance, and makes recommendations to the Board.

Marginal note:Audit and Risk Committee

43 The Audit and Risk Committee assists the Board in fulfilling its fiduciary obligations or obligations of loyalty and good faith and its oversight responsibilities relating to financial planning and reporting, the audit process, the system of corporate controls and risk management and, when required, makes recommendations to the Board.

Marginal note:Remuneration of committee members

• 44 (1) The College must pay to each member of a committee the remuneration set out in Schedule 2.

• Marginal note:Reimbursement of expenses

  (2) Every committee member is entitled to reimbursement of reasonable expenses that they incur while performing their duties and functions as committee members.

PART 3

Licensing

Applications

Class 1 Licence

Marginal note:Application

• 45 (1) An applicant for a class 1 licence must submit an application to the Registrar that contains the following information:

  • (a) their name, address, telephone number and email address;

  • (b) proof that they are resident in Canada;

  • (c) their complete professional employment history;

  • (d) proof that they successfully completed the applicable agent training program and the qualifying examinations;

  • (e) proof that, as of the effective date of the licence, they will be insured against professional liability, as required by subsection 34(1) of the Act, or proof that they are exempt from that requirement and the reason for the exemption;

  • (f) any information necessary to assist the Registrar in determining whether the applicant is of good character and fit to practise;

  • (g) a declaration that the applicant will, when licensed, practise with integrity, uphold the independence of the profession and comply with the Code; and

  • (h) any other information that the Registrar requires to determine whether the applicant meets the requirements for the licence.

• Marginal note:Timing and application fee

  (2) The application must be submitted to the Registrar within six months after the day on which the College advises the applicant of their successful completion of the qualifying examinations and be accompanied by the fee set out in item 1 of Schedule 1, payable to the College.

• Marginal note:Licence fee

  (3) Before the Registrar issues the licence, the licensee must pay to the College the fee set out in item 10 of Schedule 1, prorated to the number of months remaining in the year following the month in which the licence is issued.

Class 2 Licence

Marginal note:Application

• 46 (1) A class 1 licensee who wishes to obtain a class 2 licence must submit an application to the Registrar that contains the following information:

  • (a) their name, address, telephone number and email address;

  • (b) their complete professional employment history;

  • (c) proof that, as of the effective date of the licence, they will be insured against professional liability, as required by subsection 34(1) of the Act, or proof that they are exempt from that requirement and the reason for the exemption; and

  • (d) confirmation of the following:

    • (i) that they have completed all client matters or made arrangements to the satisfaction of their clients to have the clients’ files returned to them or transferred to one or more licensees whose class of licence permits them to proceed with the file or files being transferred,

    • (ii) that they have assigned any matters in progress at CIPO to one or more licensees described in subparagraph (i) and advised the appropriate Office of CIPO in writing of the name of the successor licensee or licensees, and

    • (iii) the location of any of their files that are not returned to the clients or transferred as described in subparagraph (i).

• Marginal note:Application fee

  (2) The application must be accompanied by the fee set out in item 2 of Schedule 1, payable to the College.

• Marginal note:Verification of information

  (3) The Registrar may seek independent verification from a successor licensee of the information submitted by a licensee under subparagraph (1)(d)(ii).

• Marginal note:Licence fee

  (4) Before the Registrar issues the licence, the licensee must pay to the College the fee set out in item 12 of Schedule 1, prorated to the number of months remaining in the year following the month in which the licence is issued.

Marginal note:Restriction on class 2 licences

47 A class 2 licensee is not entitled to represent persons in the presentation and prosecution of applications for patents or for the registration of trademarks or in other business before CIPO.

Class 3 Licence

Marginal note:Application

• 48 (1) An applicant for a class 3 licence must submit an application to the Registrar that contains the following information:

  • (a) their name, address, telephone number and email address;

  • (b) proof that they are resident in Canada;

  • (c) their complete professional employment history;

  • (d) proof that, as of the effective date of the licence, they will be insured against professional liability, as required by subsection 34(1) of the Act, or proof that they are exempt from that requirement and the reason for the exemption;

  • (e) a criminal record check;

  • (f) records of any disciplinary sanction by an employer, academic institution, professional regulatory body, or any other body or association of which the applicant is or was a member;

  • (g) records of any bankruptcy or insolvency;

  • (h) a declaration that the applicant

    • (i) has not been served with an application for bankruptcy, made an assignment of property for the benefit of creditors or presented a proposal in bankruptcy to creditors under the Bankruptcy and Insolvency Act,

    • (ii) has not had a judgment entered against them by a court,

    • (iii) is not personally subject to an order for costs,

    • (iv) has not been charged with, pleaded guilty to or been found guilty of any offence under the Criminal Code, the Controlled Drugs and Substances Act, the Income Tax Act, the Excise Tax Act, a provincial act respecting securities, employment standards or official languages or any other provincial act that creates an offence that implicates an individual’s integrity, and

    • (v) has not had their professional licence restricted or suspended by a professional regulatory body, or been found by a professional regulatory body to have committed professional misconduct or to be incompetent within the meaning of the statute under which the body would make its finding;

  • (i) a list of any degrees, diplomas and certificates that they have been awarded in or outside Canada and the names of the educational institutions that awarded them;

  • (j) the name of every professional regulatory body under which the applicant is licensed to practise in or outside Canada;

  • (k) evidence that the applicant is proficient in one or both of the official languages;

  • (l) a specimen signature, a current photograph and any other information necessary to confirm their identity;

  • (m) a copy of a training agreement executed by the applicant and their supervisor; and

  • (n) any other information that the Registrar requires to determine whether the applicant meets the requirements for the licence.

• Marginal note:Application fee

  (2) The application must be accompanied by the fee set out in item 3 of Schedule 1, payable to the College.

• Marginal note:Licence fee

  (3) Before the Registrar issues the licence, the licensee must pay to the College the fee set out in item 14 of Schedule 1, prorated to the number of months remaining in the year following the month in which the licence is issued.