At the Council Chamber, Whitehall

THE 18th DAY OF OCTOBER 2018

BY THE LORDS OF HER MAJESTY'S MOST HONOURABLE PRIVY COUNCIL

The Privy Council has approved the revised Bye-laws of The Chartered Institute ofPatent Attorneys, as set out in the Schedule to this Order.

Richard Ti/brook

SCHEDULE

REVISED BYE-LAWS OF THE CHARTERED INSTITUTE OF PATENT ATTORNEYS

PART I - DEFINITIONS AND INTERPRETATION

1. Definitions 1.1 In these Bye-laws:

"CDPA" means the Copyright, Designs and Patents Act 1988 or as may be amended from time to time or any Act replacing this Act; "Charter" means the Royal Charter of Incorporation ( dated 11 th August 1891) as amended by the five Supplemental Charters (dated 23rd January 1937, 21st July 1983, 19th September 1991, 2nd June 2006 and 11 th February 2009 respectively) or as may be further amended from time to time; "European Patent Attorney" means an individual entered on the list of Professional Representatives before the European Patent Office; "LSA" means the Legal Services Act 2007 or as may be amended from time to time or any Act replacing this Act; . "Registered Patent Attorney" means an individual entered on the Register of Patent Attorneys kept under section 275 of the COPA; "Registered Trade Mark Attorney" means an individual entered on the register kept under section 83 of the Trade Marks Act 1994 as amended; and "Regulatory Tribunal" means any regulatory tribunal responsible for regulating the professional conduct of a member of the Institute, whether established by the Institute or otherwise.

1.2 Subject to Bye-law 1.1, words in these Bye-laws have the same meaning as in the Charter.

1.3 The Interpretation Act 1978 shall, subject to the context, apply to these Bye-laws.

PART II - MEMBERSHIP

2. Membership grades 2.1 The Members of the Institute shall be divided into grades as follows:

(1) Honorary Members; (2) Fellows; (3) European Patent Attorney Members; (4) Associate Members; (5) Overseas Members; (6) Paralegal Members; and (7) Student Members.

3. Eligibility for admission to Membership 3.1 Fellows

Registered Patent Attorneys of good repute shall be eligible to be admitted as Fellows of the Institute.

3.2 European Patent Attorney Members European Patent Attorneys ofgood repute: (a) who are established in the United Kingdom; (b) who are not qualified as Registered Patent Attorneys; (c) who maintain a place of business in the United Kingdom as their primary place of

business; and (d) whose entries on the list of Professional Representatives before the European Patent

Office identify addresses in the United Kingdom

shall be eligible to be admitted as European Patent Attorney Members of the Institute.

3.3 Associate Members Persons of good repute: (a) who are established in the United Kingdom; (b) who are not qualified as Registered Patent Attorneys or European Patent Attorneys

and are not in business acting as agents for others for the purpose of applying for or obtaining patents; and

(c) who by virtue of their qualifications or association with intellectual property matters meet such criteria as Council may determine as being appropriate for Associate Membership

shall be eligible to be admitted as Associate Members of the Institute.

3.4 Overseas Members Persons of good repute: (a) who are established outside the United Kingdom; (b) who are not eligible for Fellowship or European Patent Attorney Membership; and

(c) who by virtue of their qualifications or association with intellectual property matters meet such criteria as Council may determine as being appropriate for Overseas Membership

shall be eligible to be admitted as Overseas Members of the Institute.

3.5 Parnlei:al Members Persons of good repute who have passed such examinations relating to intellectual property as may be established by the Institute or otherwise determined by Council as being appropriate for qualification as intellectual property paralegals shall be eligible to be admitted as Paralegal Members of the Institute.

3.6 Student Members Persons of good repute: (a) who are attending such courses relating to qualification as Registered Patent Attorneys

determined by Council as being appropriate for qualification for Student Membership; (b) who are studying to qualify as Registered Patent Attorneys under the supervision of a

Fellow of the Institute; or (c) who meet such other criteria relating to studying to qualify as Registered Patent

Attorneys as Council determines as being app~opriate for Student Membership

shall be eligible to be admitted as Student Members of the Institute.

4. Admission 4.1 Every application to be admitted as a Member of the Institute, other than as an Honorary

Member, shall: (a) be made to the Institute in such form and including such information or evidence as

Council may from time to time require; (b) be accompanied by payment of an annual subscription for the grade ofmembership for

which the applicant is applying; (c) identify one or more, and in the case of any application for Overseas or Associate

Membership at least four, Fellows having personal knowledge of the applicant, able and prepared to vouch for the applicant's qualifications and suitability for admission to the grade of membership to which the applicant desires to be admitted; and

(d) be accompanied by a written undertaking by the applicant, in such form as Council may from time to time require, to observe these Bye-laws and the Rules of the Institute for the time being in force.

4.2 Council may establish a Membership Committee and delegate to this Committee its powers to admit applicants to such categories of membership and under such conditions as Council considers appropriate.

4.3 Council or, in cases delegated to the Membership Committee, the Membership Committee shall at its discretion, subject only to these Bye-laws, determine as to the admission of the applicant on the basis of the contents of the application and any additional enquiries as Council or the Membership Committee considers appropriate. In the event that a Membership Committee is established, in any cases of doubt regarding an application for membership or if the Membership Committee is minded to refuse an application, the Membership Committee shall refer the matter to Council for decision.

4.4 No person shall be admitted as a Member of the Institute unless he or she satisfies Council or, in cases delegated to the Membership Committee, the Membership Committee that he or she is a fit and proper person to be so admitted having regard to all the circumstances including, where appropriate, his or her general education, the nature of his or her employment, the responsibility of the office which he or she holds and his or her character.

4.5 Any decision not to admit any applicant to membership shall be final. Any person whose application for membership is refused shall be entitled to receive a statement in writing of the reasons for the decision and any fee paid by such an applicant shall be refunded.

5. Transfer to higher membership grades 5.1 Any Member who fulfils the requirements for a higher grade of membership than he or she

currently holds shall apply to transfer to the higher grade of membership within twelve months of acquiring the qualifications conferring eligibility for the higher grade of membership.

5.2 Any such application shall: (a) be made to the Institute in such

1

form and including such information or evidence as Council may from time to time require; and

(b) be accompanied by payment of a transfer fee corresponding to the difference (if any) between the annual subscription for the Member's current grade of member_ship and the annual subscription for the higher grade of membership for which the Member is applying.

5.3 Council or, if a Membership Committee is established under Bye-law 4.2, the Membership Committee shall review the application and, after undertaking any additional enquiries as Council or the Membership Committee considers appropriate, shall, if satisfied, transfer the Member to the higher grade of membership. In the event that a Membership Committee is established, in any cases of doubt or if the Membership Committee is minded to refuse an application, the Membership Committee shall refer the matter to Council for decision.

5.4 Any Member whose application for transfer to a higher grade of membership is refused shall be entitled to receive a statement in writing of the reasons for the decision and any transfer fee paid by such a member shall be refunded.

6. Honorary membership 6.1 Council may, by resolution passed by not less than three-quarters of the members present

and voting at a meeting, elect as an Honorary Member any person who in the opinion of Council has rendered extraordinary service to the Institute or in connection with intellectual property law. The passing of such a resolution shall become effective only after the person concerned informs the Institute of his or her acceptance of the election. If the person concerned does not so inform the Institute of his or her acceptance within twelve months of the date of the passing of the resolution, the election shall become void. Any Member of the Institute who is elected an Honorary Member shall retain all privileges under Bye-Laws 9 and 10 that he or she previously held as a Member, including, where applicable, the right to use the designation "Fellow of the Chartered Institute of Patent Attorneys".

7. Register of Members 7.1 The name of every Member shall be entered in a Register of Members in such form as

Council may determine. 7.2 Every Member shall from time to time notify the Institute of:

(a) his or her contact details (which may be electronic contact details) and the place ofhis or her business or residence: the address so notified shall be deemed to be his or her registered address and any notices required to be served under these Bye-laws served at that address or using those contact details shall be deemed effective for the purposes of these Bye-laws on the day of dispatch; and

(b) his or her country of establishment.

8. Effect of change of establishment 8.1 Upon the Institute being informed of a Member's change of establishment:

(a) any Associate Member or European Patent Attorney Member who is no longer established in the United Kingdom shall become an Overseas Member;

(b) any Overseas Member who is no longer established outsid~ the United Kingdom shall, if qualified as a European Patent Attorney, become a European Patent Attorney Member and, if not qualified as a European Patent Attorney, shall become an Associate Member of the Institute.

9. Privileges and suspension of privileges 9.1 Subject to Bye-law 9.4, Fellows of the Institute shall be entitled to:

(a) stand for election to Council or for Pr~sident and in any Special Elections under Bye-law 15.2;

(b) vote in all Institute elections; (c) vote at all Annual General Meetings; and (d) vote on a Membership Resolution or Special Resolution called under Bye-law 26.

9.2 Members of the Institute who are not Fellows may stand and vote in Institute elections and vote at Annual General Meetings or in any vote on a Membership Resolution or Special Resolution called under Bye-law 26 but only to the extent permitted by Rules passed by Council and only if such Rules have been approved by the Institute by Special Resolution under Bye-law 26. ·

9.3 Subject to Bye-law 9.4, all Members shall, subject to any Rules made by Council, have access to the library, rooms and office's of the Institute, receive such information or documents as may be determined by Council and any other publications as Council may from time to time direct and be entitled to be present at all meetings of the Institute and take part in discussions.

9.4 Council may, for such period and for such reasons as it considers appropriate, suspend a Member from using the facilities of the Institute as defined in Bye-law 9 .3 or exercising · some or all of the other rights or privileges of membership, so long as he or she has been given: (a) not less than fourteen days' notice in writing of the proposed suspension; and (b) a reasonable opportunity to make representations concerning the proposed suspension.

10. Titles and post-nominal letters 10.1 Subject to compliance with sections 276 and 277 of the CDPA, Fellows of the Institute

may use the designations: "Fellow of the Chartered Institute of Patent Attorneys"; "Chartered Patent Agent" or "Chartered Patent Attorney" (but not together or otherwise so as to imply two separate qualifications) or in the alternative "Chartered Patent and Trade Mark Attorney" (if qualified as both a Registered Patent Attorney and as a Registered Trade Mark Attorney). Fellows of the Institute may use the post-nominal letters "C.P.A." (with or without punctuation) or other such post-nominal letters as may be approved by Council.

10.2 Honorary Members, European Patent Attorney Members, Associate Members, Overseas Members, Paralegal Members and Student Members of the Institute may refer to themselves as such but must not do so in the course of business in contravention of sections 276 and 277 of the CDPA or in any manner which suggests that they are qualified as Registered Patent Attorneys or which is likely to be understood as indicating that they are entitled to carry on business in the United Kingdom using the terms "patent attorney" or "patent agent" unless expressly permitted to use such terms by law. ·

10.3 Paralegal Members of the Institute may use .the designation "Intellectual Property Paralegal" and the post-nominal letters "I.P. Paralegal" (with or without punctuation) or other such post-nominal letters as may be approved by Council. No other Members of the lnstitute or persons connected with the Institute shall use any letters or other abbreviations indicating or intended to indicate that connection.

10.4 A former member of the Institute shall not use any title or abbreviation which he or she was entitled to use when he or she was a Member or in any manner represent himself or herself as being a Member.

10.5 Council may publish further guidance in respect of the use of titles or post-nominal letters and may issue specific guidance and advice in respect of the use or continuing use of such titles and letters.

10.6 Any person using titles or post-nominal letters in a manner contrary to sections 276 and 277 of the CDPA or contrary to this Bye-law shall, unless Council otherwise resolves, be debarred from future membership of the Institute.

11. Subscriptions 11.1 A Member, other than an Honorary Member, shall pay an annual subscription to the

Institute of such amount (which may be "nil") for his or her grade of membership as is specified by Council.

11.2 In the case of persons admitted in October, November or December of any year, payment of the annual subscription shall stand as payment of the annual subscription for the remainder of that year and as the annual subscription for the next year.

11.3 If Council sees good reason for so doing, it may, at a Member's request or otherwise, remit in whole or part the annual subscription and arrears (if any) of any Member on the ground of ill-health, advanced age, or on other sufficient ground. · Such cases shall first be

considered and reported upon by the Membership Committee, if established under Bye-law 4.2 for this purpose.

11.4 Council may from time to time fix terms upon which retired Members may compound for the payment of their subscriptions.

11.5 Subject to any pending request made by a Member under Bye-law 11.3, membership shall be automatically terminated if the Member: (a) is in arrears with subscription for a period in excess of three months; (b) has received notice of the arrears; and (c) has been given not less than fourteen days in which to settle the arrears.

12. Expulsion from membership 12.1 Council may expel from the Institute any Member who:

(a) has been suspended from practice or has had his or her registration revoked for professional misconduct by a Regulatory Tribunal;

(b) is an undischarged bankrupt or has entered into a deed of arrangement with his or her creditors;

(c) is a person subject to Sections 15 and 16 of the Mental Capacity Act 2005; (d) has not paid a penalty or costs ordered by a Regulatory Tribunal; (e) has had an order made against him or her for the issue of a writ of attachment; (f) not being a Registered Patent Attorney or a European Patent Attorney, carries on

business acting as an agent for others for the purpose of applying for or obtaining patents in the United Kingdom other than under the supervision of a Registered Patent Attorney or European Patent Attorney;

(g) being a European Patent Attorney · Member, does not maintain a place of business in the United Kingdom as his or her primary place of business or whose entry on the list of Professional Representatives before the European Patent Office ceases to identify an address in the United Kingdom;

(h) being a Student Member, has ceased studying to qualify as a Registered Patent Attorney under the supervision of a Fellow of the Institute or has ceased to attend for a period of twelve months a course relating to qualification as a Registered Patent Attorney determined by Council as being appropriate for qualification for Student Membership;

(i) in connection with his or her application for membership or for transfer between grades of membership, deliberately makes a statement which he or she knows to be false or misleading or does not believe to be true or deliberately withholds materiai information which he or she ought to have disclosed;

(j) fulfils the requirements for a higher grade of membership and fails to apply to be transferred to the higher grade of membership within twelve months of acquiring the qualifications making him or her eligible to do so; or

(k) whose conduct appears in Council's opinion such to render him or her unfit to remain a Member.

12.2 Council may expel a Member under this Bye-law by passing a resolution to that effect after having been made aware of the relevant facts. However, Council may only pass a resolution to expel a Member under Bye-law 12.l(j) or 12.l(k) so long as: (a) he or she has been given not less than fourteen days' notice in writing of the proposed

expulsion;

(b) he or she has been given a reasonable opportunity to make representations concerning the proposed expulsion; and

(c) in the case of proposed expulsion under Bye-law 12.l(j), he or she has been given a reasonable opportunity to apply to transfer to the higher grade of membership for which the Member is eligible.

12.3 Fellows whose names have been removed from the Register ofPatent Attorneys kept under section 275 of the CDPA through reasons ofretirement or a temporary career break such as maternity or paternity leave, and who do not carry on business as a patent attorney, may continue in membership as a Fellow of the Institute and may continue to use the designation "Fellow of the Chartered Institute of Patent Attorneys".

13. Resignation from membership 13.1 A Member may resign from membership at any time by sending a notice to the Institute

and any such resignation shall become effective on receipt.

PART III - OFFICE HOLDERS

14. President and Vice-President 14.1 The President of the Institute shall represent the Institute.

14.2 Subject to Bye-laws 15 and 20, any Member elected President shall serve as Vice-President for the calendar year from 1 January following the Annual General Meeting at which he or she is elected President and shall then serve as President for the subsequent calendar year.

14.3 The Vice-President and the Immediate Past President shall assist the President of the Institute and shall deputise for the President, representing the Institute in the absence of the President or on any occasion or in any role specifically designated to them by the President or by resolution of Council.

14.4 Council may further specify the powers and duties of the President, Vice-President and Immediate Past President.

15. Casual vacancies for Office 15.1 If a casual vacancy occurs in the office of President, the Vice-President shall succeed

immediately to the office and Council shall elect a member of Council to act as Vice-President until the end of the calendar year or, if the Vice-President declines to succeed as President at that time, Council shall elect a member of Council to act as President until the end of the calendar year.

15.2 If a casual vacancy occurs in the office of Vice-President, Council shall arrange a Special Election to elect a Member to act as Vice-President and that person shall be treated as if he or she had' been elected as President under Bye-law 19 and shall assume the office of President at the later of the date of the Special Election or the date when the previous Vice-President would have become President under Bye-law 14 and continue in office as President until the end of the calendar year. If a Special Election is held, the current President will continue in office until the new Vice-President becomes the President under this Bye-law. ·

15.3 In any Special Election under Bye-law 15.2, Council shall set a date by which any Member of the Institute eligible to stand in the Special Election should inform Council of his or her intention to stand. If only one eligible Member informs Council that he or she wishes to stand, that person shall be appointed as Vice-President and no ballot shall be held. Otherwise, Council shall set a date for a vote and publish a balloting list of eligible Members who have informed Council of their intention to stand and a copy of such balloting list shall be forwarded to every Member of the Institute entitled to vote in Institute elections. Members voting in a Special Election shall each have one vote. The candidate who receives the most votes shall be appointed as Vice-President with immediate effect. In the event of a tie, the President shall have a casting vote.

PART IV - COUNCIL AND COMMITTEES

16. Constitution of Council 16.1 Council shall consist of the following members:

(a) the President; (b) the Vice-President; (c) the Immediate Past President; (d) not more than twenty-four ordinary members of Council; and (e) up to three co-opted members of Council who are not Members of the Institute eligible

to stand in Institute elections, such co-opted members of Council being appointed for such terms and under such conditions as Council decides.

17. Honorary Secretary 17.1 An Honorary Secretary may be appointed by Council from amongst its members for such

term and under such conditions as are determined by Council and any Honorary Secretary may be reappointed.

18. Powers of Council 18.1 Council is responsible for the governance of the Institute and, within that, .the control of the

Institute's property and the direction of the business of the Institute, including setting the strategy and policy of the Institute and advising the President accordingly. Council may delegate any of its powers. Council may exercise all the powers of the Institute as are not by these Bye-laws or by the Charter required to be exercised by the Institute in Annual General Meetings or by Membership or Special Resolution; but no such resolution passed by the Members in Annual General Meetings or by Membership or Special Resolution shall invalidate anything which Council has done before the passing of the resolution.

18.2 Council's powers will without limitation include: (a) the appointment, supervision, remuneration and dismissal of a Chief Executive and

any other staff whom Council considers necessary for or conducive to the objects. of the Institute or any of them; and

(b) the making of Rules, not inconsistent with the Charter and Bye-laws, to promote the objects and good management of the Institute, including Rules for the conduct of Meetings of Council and Rules setting standards of behaviour to be observed by Members.

18.3 Council shall prepare an Annual Report of the business of the Institute which shall be presented at the Annual General Meeting of the Institute.

18.4 Council may establish committees alone or jointly with other organisations with such powers as Council considers may be necessary or convenient and, subject to the provisions of the Charter and of these Bye-laws, may delegate powers that Council has under this Bye-law to any such committees that may be established.

19. Election of President and ordinary members of Council 19.1 Not less than twenty-eight days before the Annual General Meeting, Council shall publish

a -list of Members who are eligible to stand in Institute elections who have informed Council of their intention to stand for election as President or to be ordinary members of Council. Council shall use its reasonable endeavours to secure that the list presented contains at least sufficient names to fill the post ofPresident and to make up the number of ordinary members of Council to twenty-four. If there is no contest for the office of President and the list contains no more than such sufficiency of names, no ballot shall be held. Otherwise, the list shall constitute a balloting list and, not less than fourteen days prior to said Annual General Meeting, a copy of such balloting list shall be forwarded to every Member of the Institute entitled to vote in Institute elections.

19.2 No Member serving as President or Vice-President, other than a member of Council acting a~ President or Vice-President under Bye-law 15.1, shall be eligible to stand for election as President.

19.3 The election for President shall be independent of the elections for Council. However, where there is a contested election for President, any Member standing for election as President who is not currently an ordinary member of Council or is an ordinary member of Council whose term is due to end at the end of the calendar year may also stand for election as one of the ordinary members of Council.

19.4 Members eligible to vote in an election for President shall each have only one vote, which may be cast by postal or electronic ballot, including via a website. ·

19.5 Members eligible to vote in an election to Council may vote for up to as many persons in the election to Council as bring the number of ordinary members of Council to twenty-four. Where there is a contested election for President, if the Member who is elected as President is also a candidate in the election for ordinary members of Council, that Member's candidacy in the election for ordinary members of Council shall automatically be withdrawn.

19.6 Council may pass such Rules for the conduct of candidates in the course of an election for President or an election for ordinary members of Council relating to canvassing for votes and communications with voters as Council sees fit. In the absence of such Rules, no restrictions on contacting or communicating with voters shall apply.

19.7 The ballot shall close twenty-four hours before the time when the Annual General Meeting is scheduled to commence and only completed ballots submitted to the Institute before that time shall be counted. Ballots which do not comply with the requirements of these Bye-laws shall not be counted. The chair of the Annual General Meeting shall declare the numbers of votes cast for each candidate and the names of the persons elected. The results of any contested election for President shall be determined first and votes for the successful candidate for President shall be excluded from the subsequent determination of the election

of candidates for ordinary members of Council. In the event of a tie, the chair of the Annual General Meeting shall have a casting vote.

19.8 Ordinary members of Council shall serve for a term of three years from 1 January following the Annual General Meeting at which they are elected and may be re-elected for subsequent terms.

20. Removal of Office Holders and members of Council 20.'1 A member of Council shall cease to be a member of Council ifhe or she:

(a) ceases to be a Member of the Institute; (b) has been suspended from practice or has had his or her registration as a professional

revoked for professional misconduct by a Regulatory Tribunal; (c) is an undischarged bankrupt or has entered into a deed of arrangement with his or her

creditors; (d) is a person subject to Sections 15 and 16 of the Mental Capacity Act 2005; (e) has not paid a penalty or costs ordered by a Regulatory Tribunal; or (f) has had an order made against him or her for the issue of a writ of attachment.

20.2 A member of Council shall also cease to be a member of Council if Council passes a resolution at a Meeting convened with notice for the purpose of expelling the member

·provided that not less than two-thirds of the members of Council are present and vote and not less than three-quarters of those voting vote for the resolution.

20.3 A member of Council may resign by submitting to Council his or her resignation in writing and, on its acceptance by Council, he or she shall cease to be a member of Council.

20.4 If the President, Vice-President, Immediate Past President or Honorary Secretary ceases to be a member of Council, he or she shall also cease to hold office as President, Vice-President, Immediate Past President or Honorary Secretary.

21. Casual vacancies in Council 21.1 Any place in Council vacated by the loss of an Immediate Past President or an ordinary

member of Council under Bye-law 20 or by an ordinary member of Council being appointed President or Vice-President may be filled by Council at a Meeting of Council specially summoned for that purpose, but any person so appointed shall stand down at the end of the calendar year.

22. Meetings of Council 22.1 A Meeting of Council shall at any time be called by order of the President or, in his or her

absence, by the Vice-President or at the request of any three members of Council.

22.2 Notice of Meetings of Council must be given to all members of Council, but need not be in writing. It shall not be necessary in any case to prove that such notice has ~een delivered or sent, but the same shall be taken as delivered or duly sent unless the contrary be shown. The non-receipt of any notice by any member or members of Council shall not invalidate the proceedings of any Meeting ·of Council. Such notice shall generally be sent at least three days before the Meeting.

22.3 The agenda for any Meeting of Council shall be prepared and supplied to all members of Council in advance of the Meeting of Council.

22.4 Decisions made by Council within the last year may only be revisited with the consent of the President or if not less than three-quarters of the members of Council present at a Meeting of Council consider it appropriate.

22.5 Unless otherwise provided by the Charter or these Bye-laws, at every Meeting of Council the quorum shall be five.

22.6 Council shall nominate one of its members to chair Meetings of Council. In the absence of the nominated chair, a chair shall be selected from amongst the members of Council present at the Meeting.

22.7 Except as otherwise provided by these Bye-laws, any question or resolution put to a vote at a Meeting of Council shall be determined by a majority of the votes of the members of Council present and voting. Every member of Council shall have one vote and, in the case of an equality of votes, the chair shall have a casting vote.

23. Committees 23.1 All committees established by Council shall have Terms of Reference defining their remit

which shall be approved by Council and Council may lay down rules for regulating the membership, quorum and proceedings of such committees.

23.2 With the exception of committees established under Bye-Law 23.3, at least one member of each committee which is established will be appointed from the members of Council and such members of Council shall report to Council regarding the proceedings of the committees of which they are members. Each committee shall have a chair who shall be appointed by Council or elected by the members of the committee in accordance with the respective Terms of Reference. Ordinarily, committees established by Council shall, unless decided otherwise, be chaired by a member of Council appointed to the committee.

23.3 Council may establish committees having a membership independent of Council to facilitate the separation of the Institute's regulatory and representative functions as defined under the LSA, including the establishment of: (a) a regulatory board to exercise regulatory functions as defined under the LSA; and (b) an examination board to act as an examination agency.

The Terms of Reference of any committees established under this Bye-law shall set out the manner and extent to which such committees report to Council.

24. Use of the Institute's name etc. 24.1 The President, Vice-President, the Immediate Past President and any Honorary Secretary

(if appointed) may make public communications on behalf of the Institute and may, in doing so, use any emblem of the Institute. Committee members may make public communications on behalf of the Institute and may, in doing so, use any emblem of the Institute but only to the extent provided for in a committee's Terms of Reference. Other members of the Institute, including ordinary members of Council, may do these things only if authorised by the President, the Vice-President or Council.

PART V - MEETINGS AND MEMBERSHIP RESOLUTIONS

25. Annual General Meeting 25.l The Institute shall in each calendar year hold an Annual General Meeting. The Annual

General Meeting shall be held at such place and time as Council may determine. Not more than fifteen months shall elapse between any two successive Annual General Meetings.

25.2 Notice of an Annual General Meeting shall be published at least twenty-eight days before the date of the meeting.

25.3 Every Member shall be entitled to attend the Annual General Meeting. Any Member wishing to raise a matter at the Annual General Meeting shall give notice in writing to the Institute of the matter to be discussed at least fourteen days prior to the date of the Annual General Meeting and notice of such matters shall be given to all Members.

25 .4 No business shall be transacted at any Annual General Meeting unless a quorum of seven Members eligible to vote is present at the time when the meeting is scheduled to begin.

25.5 The President or, in the President's absence, the Vice-President shall chair any Annual General Meeting. In the absence of both the President and the Vice-President, if Council has nominated a Member in advance to chair the Meeting, that person shall chair the Meeting: otherwise, the Members eligible to vote and present shall select from amongst themselves a Member to chair the meeting.

25.6 The business of an Annual General Meeting shall be: (a) the chair shall be taken in accordance with Bye-law 25.5; (b) the notice convening the meeting shall be taken as read; (c) the minutes of the previous Annual General Meeting shall be taken as read and put to

the meeting for approval; (d) the results of Council elections and elections for President (if any) shall be announced; (e) the Annual Report of Council shall be put to the meeting to be received; (f) the appointment of auditors shall be approved; (g) the Accounts as signed by the auditors shall be put to the meeting to be approved; (h) any other business introduced by Council shall be taken; and (i) any matters raised by Members shall be discussed.

25.7 The business of an Annual General Meeting shall be decided by a majority vote of the Members eligible to vote and present and voting at the meeting. In the event of a tie, the chair of the Annual General Meeting shall have a casting vote.

26. Membership Resolutions and Special Resolutions 26.1 A vote on a Membership Resolution or a Special Resolution may be called at any time by

Council for a specific purpose relating to the direction and m~nagement of the Institute or for discussing proposed alterations of the Charter, Bye-laws or any Rules made thereunder and Council shall call for such a vote on a Membership Resolution on receiving a request in writing approved by at least fifteen Members eligible to vote specifying the wording of a proposed Membership Resolution.

26.2 The President shall have power to declare that the content of a proposed Membership Resolution requested by Members under Bye-law 26.1 is, in substance, the same in whole or part as that of a Membership Resolution voted on within the twenty-four months prior to the receipt of the request and to decline to hold the vote unless its content is distinguished from that of the earlier vote. Any such declaration shall be communicated, with reasons, to the Members requesting the vote.

26.3 Every Member eligible to vote shall be given at least twenty-eight days' notice sent to him or her of a vote on a Membership Resolution or Special Resolution. The notice shall include the proposed wording of the Membership Resolution. or Special Resolution. Non-receipt of the notice by any Member shall not invalidate the vote.

26.4 The Institute shall hold a meeting open to all Members of the Institute to discuss the content of any proposed Membership Resolution or Special Resolution prior to any vote on the proposed Membership Resolution or Special Resolution and notice of the time of the meeting shall be given to all Members.

26.5 Votes on Membership Resolutions and Special Resolutions shall be by electronic or postal ballot of Members eligible to vote. A Membership Resolution shall be considered approved by the Institute if a majority of the votes cast are in favour of the proposed Membership Resolution. A Special Resolution shall only be considered to be approved by the Institute if passed by the membership by a three-fifths majority of the Members voting.

PART VII - ACCOUNTS

27. Keeping of accounts 27.1 Council shall cause to be kept proper and sufficient accounting records, including records

of the capital funds and income and expenditure of the Institute, giving a true and fair view of the state of the financial affairs of the Institute.

27.2 There shall be appointed at ea

whatsoever which they or any of them shall sustain or incur in the execution of their powers or duties. This indemnity shall not extend to liability resu1ting from wilful neglect or default of the person concerned or any act or omission which the person concerned knew to be a breach or which was done in reckless disregard of trust or duty.

29. Common Seal 29.1 The Common Seal of the Institute shall only be affixed to any deed or writing with the

authority of Council and in the presence of two members of Council. The Seal shall be in the custody of the President, subject to such Rules as Council may make to ensure its proper use and safe keeping and such Rules (if any) shall be recorded in the Minutes of Council.

30. Notices 30.1 Subject to any specific requirement in these Bye-laws, any notice or other document

required by these Bye-laws to be published may be published: (a) on the Institute's website; or (b) by such other means, or combination of means, as Council may direct.

31. Electronic and website communications 31.1 In these Bye-laws, subject to any express provision to the contrary:

(a) any reference to a document includes a document in electronic form or a website page; (b) any reference to a procedure carried out in writing includes a procedure carried out

wholly or partly using one or more documents in electronic form or using electronic communications, including via a website;

(c) any reference to a Meeting of Council, its Officers or its committees shall include attendance by electronic means, such as by video conference or telephone conference, which permits all of the members participating in the meeting to hear and/or see each other at the same time for the duration of the meeting. Attendance by electronic means . shall be considered attendance in person and those attending in this way shall be included when determining if the meeting is quorate; and

(d) any reference to a vote at a Meeting of Council shall include a vote given by electronic means provided that that vote is given at the same time as the vote is taken at the Meeting of Council.

32. Commencement 32.1 These Bye-laws shall come into force on being approved by the Privy Council, when the

Bye-laws made on 11 February 2009 shall be revoked, without prejudice to the validity of -anything done thereunder.

PART IX - TRANSITIONAL PROVISIONS

33. Transitional provisions 33.1 The transitional provisions in Bye-laws 34, 35, 36 ~nd 37 are made to ensure that the

Institute has in place suitable governance arrangements to allow these Bye-laws to come into effect. These transitional provisions are limited to the period of transition, which will come to an end with a new President and Vice-President taking up office on 1 January 2020.

34. Transitional provisions for existing .Members 34.1 All Members of the Institute on the date when these Bye-laws come into force shall retain

their existing membership grades save that: (a) any Associates or Students of the Institute fulfilling the requirements for admission as

European Patent Attorney Members or Paralegal Members of the Institute shall be transferred to those respective grades; and

(b) any Associates of the Institute who are not established in the United Kingdom and all British Oversea Members and Foreign Members shall become Overseas Members of the Institute.

35. Transitional provisions for President 35.1 Subject to Bye-laws 15 and 20 and notwithstanding anything to the contrary in these

Bye-laws: (a) the President when these Bye-laws come into force shall remain as President until 31

December 2018; and (b) the President when these Bye-laws come into force shall _serve as Immediate Past

President from 1 January 2019 until 31 December 2019.

36. Transitional provisions for Vice-President 36.1 Subject to Bye-laws 15 and 20 and notwithstanding anything to the contrary in these

Bye-laws: (a) the Vice-President when these Bye-laws come into force shall remain as

Vice-President until 31 December 2018; and (b) the Vice-President when these Bye-laws come into force shall serve as President from

1 January 2019 until 31 December 2019.

36.2 Subject to Bye-laws 14, 15 and 20 and notwithstanding anything to the contrary in these Bye-laws, any Member elected to serve as Vice-President for the calendar year from 1 January 2019 shall take up the office of President on 1 January 2020.

37. Transitional provisions for Council 37.1 Subject to Bye-law 20:

(a) the Immediate Past President when these Bye-laws come into force shall remain as Immediate Past President until 31 December 2018;

(b) the eight ordinary members of Council when these Bye-laws come into force who have served on Council for the longest terms since their last election shall remain as members of Council until 31 December 2018;

(c) the eight ordinary members of Council when these Bye-laws come into effect who have served on Council for the next longest terms since their last election shall remain

· as members of Council until 31 December 2019; and (d) any remaining ordinary members of Council when these Bye-laws come into force

shall remain as members of Council until 31 December 2020.