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Board Policy No 7 – Nominations and Elections

Table of Contents

 

NAME OF POLICY

Nominations & Elections

APPLICABLE SECTIONS OF THE ACT, BY-LAWS AND REGULATIONS and/or PURPOSE

 Board By-Law – 31 ff

APPROVED BY

EFFECTIVE

REVIEWED

REVISED

Board

December 10, 2021

 

 

Introduction

CPATA is the modern, risk-focused public interest regulator of patent agents and trademark agents in Canada, and our core mandate is to protect and promote the public interest in the delivery of patent and trademark services. CPATA supports and enforces standards of practice and professional responsibility through a variety of activities, including advisory and support services, and a complaints and discipline system if necessary.

 

The Board of Directors has overall responsibility to see that the College performs the role described in the Act. They do so by instructing the CEO, and then monitoring what the College is doing, and most important, what the College is accomplishing. The Board gives its primary instructions by enacting by-laws and policies; it adopts annual business plans and budgets, and a strategic plan and organizational values. The by-laws sort out who does what, and generally flesh out the business and governance rules. The Board has enacted core policies that set the tone for what we do and how we do it: Regulatory Objectives, Regulatory Standards and Regulatory Principles. They are described in more detail later in this document. The Board’s instructions are carried out by the CEO/Registrar and staff, and by 5 committees.1

 

There are four (4) elected Directors – two to be filled by licensees who are trademark agents and two to be filled by licensees who are patent agents. Elected Directors will serve staggered terms. Those elected in 2022 will serve either 2 or 3 year terms. The Patent and Trademark Agents receiving the most votes will serve 3 year terms; the other elected Directors will serve 2 year terms. Elected Directors may be Class 1 or Class 2 Licensees.

Service on the College’s Board of Directors requires an understanding of and commitment to public interest regulation of the Patent and Trademark professions. The Board’s role is focused on public protection and the oversight of strategy and the CEO to enable effective regulation. Though elected Directors may bring the perspective of practitioners, they do not represent the interests of the profession.

Elections

Class1, Class 2 and Class 3 Licensees, who are not suspended, may vote.

 

Elections are to be held during the 2nd week of April. 

 

Voting will open at 8:00 am ET on the Monday of that week and will close at 5:00 pm ET on the Thursday of that week.

 

Elections are held electronically.

 

Each eligible licensee will receive a ballot, or an electronic message connected to a ballot, that lists only the candidates for whom the licensee may vote.

 

Trademark agents will vote for those seeking a director position reserved for trademark agents (the trademark election). 

 

Patent agents will vote for those seeking a director position reserved for patent agents(the patent election). 

 

Licensees who are both patent and trademark agents may vote in both elections. 

 

The CEO will announce the results of the election as soon as they are tabulated by advising the candidates of the results, indicating the length of terms and publishing them on the College’s website.

 

The results will indicate the number of eligible voters for each Director position, the name of the candidate, the number of votes for each candidate, and the names of candidates elected.

 

In the event of a tie vote between candidates, in the presence of the candidates, the CEO must draw a name from a repository that contains the candidates’ names. The name drawn will be declared elected.

Nomination procedure

By January 15 the CEO must circulate to all licensees and post on the College’s website a notice regarding the election providing dates and processes for all aspects of the nomination and election process. The notice includes notice of the number of director positions to be filled by the trademark agent and patent agent elections.

Nominations

To be nominated to be an elected Director, a licensee submits a Nomination Form to the CEO
  1. signed by one licensee as a nominator and consented to by the licensee as nominee;
  2. confirming the licensee is not ineligible under Board By-law 32 (a) – (c);
  3. acknowledging that if elected the licensee will be able to comply with the Director’s Conflict of Interest policy; and
  4. committing the licensee to attend an online orientation for prospective candidates, facilitated by the Governance and Nominating Committee2.

Board By-law 32(c) states a person who has served on the Board for the previous 6 years may not run for a 3rd term The College has adopted a policy that on completion of 6 years on the Board, a person must wait at least 2 years before seeking re-election to the Board.

Nomination Forms must be sent to ceo-pd@cpata-cabamc.ca by 5:00 pm ET on February 15.

As soon as practicable after the close of the nomination period on February 15, the CEO will publish the names of the licensees who have been nominated (‘candidates’). If at the end of the nomination period on February 15, the number of nominations equals the number of elected Director positions to be filled by the trademark or patent elections, and all licensees nominated are eligible for election, the CEO will advise the licensee nominees of that, declare the licensees elected and advise the profession. If there are not enough nominations to fill the director positions to be filled by the trademark or patent elections, there will be a vacancy on the Board of Directors to be filled in accordance with Board By-law 41.3

Election Commissioner

A dispute about the eligibility of a licensee will be referred by the CEO to the Election Commissioner under Board By-law 33.

Election Period

The College makes reasonable amount of space available on its website to all candidates to allow them to publish information about themselves and their reasons for seeking election.

 

If the CEO believes a candidate wishes to publish material the CEO considers inappropriate for the election and the Candidate does not withdraw the material, the issue will be referred to the Election Commissioner who will, within 48 hours, decide on whether publication is appropriate. The determination of the Election Commissioner is final and not subject to appeal.

Disputes

A dispute under Board By-laws 36 or 39 may be initiated by providing a written notice, outlining the basis for the dispute, to ceo-pd@cpata-cabamc.ca.

 

A dispute under By-law 39 must be filed within 5 days of the announcement of the election results.

 

The CEO will immediately direct the issue to the appropriate decision maker. The Election Commissioner or the Governance and Nominating Committee may ask the candidate initiating the dispute for additional information before undertaking the processes prescribed by the By-law.

 

An inquiry and ruling on the dispute will be conducted in accordance with to requirements of Board Policy No. 2 – Regulatory Objectives, Standards and Principles.

 

The Governance and Nominating Committee must advise the candidates who might be affected by the dispute under By-law 39 of the dispute and may allow them to make submissions on the issue to be determined by the Committee. The Committee may cause notice of the dispute to be published on the College’s website.

Withdrawal of Nomination

A withdrawal of nomination under Board By-law 38 must be directed to ceo-pd@cpata-cabamc.ca.

 

On receipt of a notice of withdrawal the CEO advises the other candidates and the profession. If possible, the name of the candidate who has withdrawn will be removed from the electronic ballot.

Appendix A

Nominations and Elections By-Laws

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.

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

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:
    1. in the five years immediately preceding the election day, the individual
      1. has been found to have committed professional misconduct or been found to be incompetent by the Discipline Committee, or
      2. has been found to have committed professional misconduct or been found to be incompetent by a tribunal of a body that has a statutory duty to regulate a profession;
    2. the individual is the subject of an application by the Investigations Committee to the Discipline Committee under subsection 49(1) of the Act;
    3. the individual has served as a director for the six years immediately preceding the election day;
    4. the individual has not provided a declaration regarding conflicts of interest; and
    5. the individual has not attended an orientation for prospective candidates, facilitated by the Governance and Nominating Committee.

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
    1.  declare the election result to be valid; or
    2. declare the election result to be invalid and
      1. may disqualify an apparently successful candidate and declare another candidate to have been elected, or
      2. direct that another election be held

Minor irregularities

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

2. In 2022 prior to the Appointment of the Governance & Nominating Committee, the CEO & Registrar, will host an orientation for nominated candidates on February 16, 2022 at 2:00 pm ET

3. 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.