By-laws of the College of Patent Agents and Trademark Agents (Board): SOR/2021-168

Canada Gazette, Part II, Volume 155, Number 14

Registration
SOR/2021-168 June 24, 2021

COLLEGE OF PATENT AGENTS AND TRADEMARK AGENTS ACT

The board of directors of The College of Patent Agents and Trademark Agents, pursuant to section 75 of the College of Patent and Trademark Agents Act footnote a, makes the annexed By-laws of the College of Patent Agents and Trademark Agents (Board).

June 24, 2021

Thomas G. Conway
Chairperson, Board of Directors
College of Patent Agents and Trademark Agents

By-laws of the College of Patent Agents and Trademark Agents (Board)

Definitions

Definitions

1 The following definitions apply in these By-laws.

Act
means the College of Patent Agents and Trademark Agents Act. (Loi)
CEO
means the Chief Executive Officer. (English version only)
class 1
with respect to a licence, describes either a patent agent licence issued under subsection 26(1) of the Act or a trademark agent licence issued under subsection 29(1) of the Act that is not covered by class 2. (catégorie 1)
class 2
with respect to a licence, describes either a patent agent licence issued under subsection 26(1) of the Act or a trademark agent licence issued under subsection 29(1) of the Act that is subject to the restrictions under section 27 of the By-laws of the College of Patent Agents and Trademark Agents (College). (catégorie 2)
class 3
with respect to a licence, describes either a patent agent in training licence issued under subsection 26(2) of the Act or a trademark agent in training licence issued under subsection 29(2) of the Act. (catégorie 3)
fees
means the fees set out in the schedule. (droits)

Fiscal Year

Fiscal year

2 The fiscal year of the College begins on January 1 and ends on December 31 of the same calendar year.

Annual General Meeting

Electronic means

3 The electronic means by which licensees may attend the meeting under section 12 of the Act must be prescribed by the Board.

Notice

4 The CEO must give public notice at least 60 days before the day on which the annual general meeting takes place of the date, means of attendance and, if applicable, the location.

Agenda for annual general meeting

5 The agenda for an annual general meeting must contain the following items for discussion:

Board of Directors

Term of office

6 The three-year term of office for each elected director commences the day after the annual general meeting at which they were elected.

Quorum

7 A quorum of the Board is achieved if a majority of the directors are present at the meeting.

Duties of Board

8 (1) In the performance of its duties, the Board is to

CEO

(2) The Board's duties with respect to the CEO are to

Borrowing

9 The Board may, on the credit of the College,

Indemnification by College

10 (1) Except in the case of gross or intentional fault, the College must indemnify and save harmless out of the funds of the College every director, committee member and employee or appointee, namely the investigators, and their personal representative, succession or estate, against all of the following:

Indemnification by CEO

(2) The CEO may indemnify a service provider of the College if the CEO advises the Board in writing in advance.

Officers

Chairperson, Vice-chairperson and CEO

11 The officers of the College are the Chairperson, Vice-chairperson and the CEO, who serves ex officio and does not have a vote at any meeting of the Board.

Duties of Chairperson

12 The duties of the Chairperson are to

Duties of Vice-chairperson

13 The duties of the Vice-chairperson are to

Filling vacancies — Chairperson

14 If the office of Chairperson becomes vacant, the Vice-chairperson becomes the Chairperson until the election of a new Chairperson.

Filling vacancies — Vice-Chairperson

15 If the office of Vice-chairperson becomes vacant, the Board must choose a director to serve as Vice-chairperson to hold office until the election of a new Vice-chairperson.

Removal of Chairperson

16 The Board may remove the Chairperson from office if

Board Meetings

Location and frequency of meetings

17 The Board is to meet at least four times per year. The Board sets the location of the meeting or the electronic means to be used in order to hold the meeting.

Electronic means

18 A meeting held by electronic means must be conducted by any means that permits all persons participating in the meeting to communicate with each other simultaneously.

Meetings

19 Board meetings, except a meeting of the committee-of-the-whole are open to the public.

Notice of meetings

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

Meeting not invalidated

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

Board meeting agenda

21 A board meeting agenda must relate only to the Board's work.

Simple majority

22 A motion that is tabled at a Board meeting is decided by a majority vote of the directors present at the meeting.

Resolution

23 A resolution adopted at a Board meeting by a majority of directors is valid.

Rules

24 The Board must adopt rules of order.

Adjournments

25 The Chairperson may, with the consent of a majority of directors present, adjourn a meeting to a fixed time and place, and any matter that was on the agenda at the original meeting may be considered and transacted at a reconvened meeting .

In camera — excluding CEO

26 The Board may exclude the CEO from an in camera meeting in order to

Special Board meetings

27 (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.

Notice

(2) The CEO, on receipt of the notice, must, as soon as possible

Failure to publish

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

Remuneration

Board and committee members

28 The College pays a per diem of

Expenses

29 Directors and committee members are reimbursed for the reasonable expenses they have incurred for transaction of the College's business.

Reporting on payments

30 The CEO must, at the time the College submits its annual report to the Minister, make public the amounts paid as remuneration and expenses to directors and committee members.

Nominations and Elections

Determining need for elections

31 (1) Each year, the Governance and Nominating Committee determines if, based on the terms of elected directors, an election is necessary.

Election required

(2) If an election is required, the Committee determines whether the position is to be filled by a patent agent, a trademark agent or either.

Publication of dates

(3) The CEO must publish the dates on the College's website for all aspects of the election process.

CEO responsible

(4) The CEO is responsible for the administration of the election process.

Election commissioner

(5) The Board may appoint an election commissioner to address any issues arising in the election process.

Ineligibility

32 For the purposes of subparagraphs 14(f)(ii) and 17(h)(iii) of the Act, the ineligibility criteria are the following:

Dispute

33 (1) The CEO must refer a dispute about the ineligibility of a nominee for a position as a board member to the Election Commissioner who, following receipt of the reasons for the CEO's determination regarding ineligibility and a submission from the prospective nominee, must rule on ineligibility.

No review by Board

(2) The ruling of the Election Commissioner is not subject to review by the Board.

Elections electronically

34 Elections for directors are to be held electronically.

Election policy

35 The Board must establish and publish on the College's website an election policy.

Dispute

36 (1) Any dispute that arises during the election period or regarding the election results are to be ruled on by the Election Commissioner.

Final decision

(2) The ruling of the Election Commissioner is not subject to review by the Board.

Eligibility to vote

37 A licensee whose licence is not suspended is eligible to vote in an election for directors.

Withdrawal of nominations

38 A candidate who withdraws from an election must give notice in writing to the CEO.

Dispute — validity of election

39 (1) If a candidate asserts that there are reasonable grounds to dispute the validity of the election process, the candidate may file a notice of dispute with the Governance and Nominating Committee.

Inquiry

(2) If the Committee finds that the notice gives reasonable grounds to doubt the validity of the election process, they must hold an inquiry into the validity of the election process.

Report and recommendations

(3) Following its inquiry, the Governance and Nominating Committee must make a report and recommendations to the Board.

Board may declare validity

40 (1) After reviewing the report and recommendation of the Governance and Nominating Committee, the Board may

Minor irregularities

(2) The Board is not to declare an election result invalid based on a minor irregularity with respect to the election process.

Vacancies on the Board

41 If there is a vacancy on the Board for an elected director, the Board may appoint a person with the requisite qualifications to fill the vacancy for the remainder of the term.

Removal — elected director

42 The directors, by a vote of two-thirds, may remove an elected director from office for cause if notice of the intention to make the motion is provided to the Board at least two weeks in advance.

Removal — appointed director

43 The directors, by a vote of two-thirds, may ask that a request to the Minister be made to remove an appointed director from office for cause if notice of the intention to make the motion is provided to the Board at least two weeks in advance.

Ineligibility

44 A director who, without a valid reason, is absent from two consecutive meetings of the Board has met the ineligibility criteria under subparagraph 17(h)(iii) of the Act.

Committees

Committees

45 The committees that assist the Board in the exercise of their functions are the

CEO and Registrar

Duties of CEO

46 The duties of the CEO are to

Deputy CEO

47 (1) The Board may appoint a Deputy CEO who serves as acting CEO in the CEO's absence.

Absence of Deputy CEO

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

Deputy Registrar

48 (1) The Board may appoint a Deputy Registrar who serves as acting Registrar during the Registrar's absence.

Absence of Deputy Registrar

(2) If a vacancy occurs in the office of Registrar and there is no Deputy Registrar, the Board must, as soon as feasible, appoint an acting Registrar until a new Registrar is appointed.

Duties of Registrar

49 (1) The Registrar establishes regulatory policies on their own initiative or at the request of the Board or one of the committees.

Policies

(2) The Registrar must publish the regulatory policies on the College's website.

Registers

Personal information

50 The Registrar may remove any of a licensee's personal information from the Registers under sections 28 or 31 of the Act.

Obligations of Licensees

Information to be provided

51 A licensee must advise the Registrar in writing if the licensee

Class 1 requirements

52 On or before March 31 of each year, licensees who hold a class 1 licence must

Annual Licensee Report

53 The Annual Licensee Report must contain

Class 2 requirement

54 Licensees who hold a class 2 licence must pay the applicable annual fee on or before March 31 each year.

Class 3 requirement

55 Licensees who hold a class 3 licence must pay the applicable annual fee on or before the anniversary day of the commencement of their licence.

Registrar may extend

56 The Registrar may, having regard to the specific circumstances of the licensee, extend the deadline for payment of fees by any class of license or filing of the Annual Licensee Report by class 1 licensees.

Suspension and Revocation

Notification

57 (1) Notification under subsection 35(2) of the Act must be given to the licensee at least seven days in advance of the suspension of the licence takes effect and must contain the reasons for the suspension.

Reinstatement

(2) The Registrar must reinstate a person whose licence has been suspended if the person corrects the matter that resulted in the suspension and pays the fee for reinstatement within two years from the day of the suspension.

Suspension more than two years

(3) A person whose licence has been suspended for more than two years may apply to have their licence reinstated if they

Revocation

58 For the purposes of subsection 35(4) of the Act, the Registrar must revoke a licence that has been suspended for at least five consecutive years by providing notice to the licensee's last known email address 30 days before the day on which the revocation takes effect.

Surrender

Request to surrender

59 (1) An application under section 36 of the Act to surrender a licence must include payment of all applicable fees and must provide

Surrender

(2) If the Registrar is satisfied that the information they received is sufficient and has confirmed that the applicant is not the subject of a complaint or an investigation under section 37 of the Act, or an application under paragraph 32(b), the Registrar must accept the surrender and set the effective date of surrender.

Investigations — Registrar

Request to Registrar

60 (1) The Registrar may, upon request

Request

(2) The request must be submitted on a form provided by the Registrar and must contain all the information with respect to the relationship between the person making the request and the licensee as well as the nature of their concerns.

Refusal

(3) The Registrar may refuse the request and return the matter to the person making the request, with reasons, if the request

Transitional Provisions

Professional liability insurance — 2021

61 A licensee is not required to be insured against professional liability for the year 2021.

Deadline for 2021 Fees

62 Despite paragraph 52(a), a licensee who holds a class 1 license must pay the applicable fees for the year 2021 by August 31, 2021.

Revocation patent agent licence — country other than Canada

63 (1) On the day of coming into force of these By-laws, the Registrar must revoke the patent agent licence of any individual whose name is included in the Register of Patent Agents under section 19 of the College of Patent Agents and Trademarks Agent Regulations.

Revocation trademark agent licence — country other than Canada

(2) On the day of coming into force of these By-laws, the Registrar must revoke the trademark agent licence of any individual whose name is included in the Register of Trademark Agents under section 20 of the College of Patent Agents and Trademarks Agent Regulations

Coming into Force

64 These By-laws come into force on the day on which paragraph 76(1)(c) of the College of Patent Agents and Trademark Agents Act, section 247 of chapter 27 of the Statutes of Canada, 2018, comes into force, but if they are registered after that day, they come into force on the day on which they are registered.

SCHEDULE

(Section 1)

Fees
Item Description Fees ($)
1 Annual Class 1 License 1000
2 Annual Class 1 License (both patent agent and trademark agent) 1500
3 Annual Class 1 License — 2021 700
4 Annual Class 1 License (both patent agent and trademark agent) — 2021 1050
5 Annual Class 2 License 100
6 Application — Class 3 License 250
7 Annual Class 3 License 150
8 Annual fee to extend Class 3 registration [beyond 24 months] 200
9 Patent agent qualifying examination (per paper) 200
10 Trademark agent qualifying examination (per paper) 200
11 Failed examination remark 200
12 Application for initial registration as a Class 1 licensee 250
13 Application to change from Class 1 to Class 2 150
14 Application to change from Class 2 to Class 1 150
15 Application to surrender licence 250
16 Reinstatement fee from suspended licence 150
17 Registrar certificate 75

N.B. The Explanatory Note for these By-laws appears following SOR/2021-167, By-laws of the College of Patent Agents and Trademark Agents (College).