Constitution

 

1. Name

The name of the association is IPSoc (the society for junior intellectual property practitioners) ("IPSoc").

 

2. Objects and Powers

a.     The Objects of IPSoc are to advance its members' education and training in all matters relating to their practice as Intellectual Property practitioners and to encourage social interaction amongst its members.

 

b.     In furtherance of the above Objects IPSoc may:

 

(i)                 Employ and pay any person or persons to further the work of IPSoc;

 

(ii)              Promote and carry out research and publish the results to the members or to any wider audience that IPSoc sees fit;

 

(iii)            Arrange and provide for meetings, lectures, seminars, debates and training courses;

 

(iv)             Collect and disseminate information on all matters affecting the Objects;

 

(v)                Acquire any property and any rights and privileges necessary for the promotion of the Objects;

 

(vi)             Subject to such consents as may be required by law, borrow or raise money for the Objects;

 

(vii)           Raise funds and invite and receive contributions from any person or persons PROVIDED THAT IPSoc shall not undertake trading activities in raising funds for the Objects; and

 

(viii)        Undertake such other activities as are desirable for the attainment of the Objects.

 

3. Membership

a.     Membership of IPSoc shall be open to individuals who satisfy the criteria for membership set out in IPSoc's Standing Orders or Rules. The annual membership subscription payable by members shall be determined by the Committee of IPSoc.

 

b.     All applications for membership shall be decided by the Committee of IPSoc. The Committee shall have the right for good and sufficient reason to reject an application for membership or to suspend a member provided that the individual concerned shall have the right to be heard by the Committee before a decision is taken.

 

4. The Committee

The policy and general management of the affairs of IPSoc shall be conducted by a committee (the "Committee"), which shall consist of a Chairman, Treasurer, Educational Secretary, Social Secretary, Membership Secretary and Publicity Secretary (the "Executives") together with no fewer than six and no more than nine non-portfolio members whose task shall be to assist the Executives in the conduct of the Committee's business.

 

a.     During the first membership year of IPSoc, the Committee shall consist of those Executive and non-portfolio members in place at the launch of IPSoc.  These members shall remain in office until the first AGM of IPSoc, after which the following provisions will become effective.

 

b.     All members of the Committee shall be elected for a term of one year, if necessary by ballot to be conducted in accordance with the rules laid down in IPSoc's Standing Orders.

 

c.      At least fifty per cent of the Committee shall be solicitors and there shall be at least one representative of the bar and one patent/trade mark attorney on the Committee.  In the event that an insufficient number of solicitors wish to be a member of the Committee, the required percentage may be reduced on a temporary basis until the following AGM.  

 

d.     The Committee shall appoint the Executives from among its members together with such other Executive officers as it wishes.

 

e.     No person may hold the same Executive office for more than 2 consecutive years.

 

f.       No person may stand for election to the Committee or be elected to serve on the Committee for more than 10 consecutive years.

 

g.     If a vacancy upon the Committee occurs, the Committee shall appoint a replacement from among IPSoc's members. In such cases the person appointed to fill the vacancy will hold office until the next election of the Committee.

 

h.    The Committee may appoint such sub-committees as it may deem necessary and shall determine their terms of reference, powers, duration and composition. All acts and proceedings of such sub-committees shall be reported back to the Committee at the next meeting of the Committee.

 

i.       Meetings of the Committee shall be held at least 4 times in each year and at such intervals as the Committee shall determine. Where possible, 14 days' notice of such meetings shall be given to all members of the Committee.

 

j.       Any member of the Committee who fails without reasonable cause to attend 3 consecutive meetings of the Committee shall cease to be a member of the Committee. What is or is not a reasonable cause for such non-attendance shall be decided by the Committee.

 

5. Meetings

The Annual General Meeting (the "AGM") of IPSoc shall be held in each year within 3 months of the end of IPSoc's financial year. At least 28 days' notice of the AGM shall be given in writing to all members. The business to be conducted at the AGM shall be determined by the Committee and shall be notified to the members in accordance with IPSoc's Standing Orders.

 

a.     Notice of any resolution to be proposed at the AGM shall be submitted in writing to the Educational Secretary at least 14 days before the AGM and shall be distributed to all members at least 7 days before the date of the AGM.

 

b.     An Extraordinary General Meeting (an "EGM") of IPSoc may be called at any time by the Committee and in any event shall be called within 28 days of receiving a written request so to do signed by at least 15 members of IPSoc and giving a reason for the request. 14 days' notice of an EGM (howsoever called) shall be provided to all members, such notice to state the business to be dealt with at the EGM. No other business may be dealt with at such meetings except that specified in the notice of the meeting.

6. Rules of Procedure

The quorum at any AGM and EGM shall be 5 members. The quorum at Committee meetings shall be 3 Executives.

 

a.     In any meeting of IPSoc or the Committee, in the case of a draw in any vote cast, the Chairman shall have a casting vote.

 

b.     Minutes shall be kept by the Committee and by any sub-committees. The Committee shall determine whether and when the members are informed of any matters dealt with by the Committee and sub-committees. Any member may request a copy of the minutes of a meeting of the Committee or sub-committee by a request in writing addressed to the Chairman who will provide a copy of the requested minutes requested within 28 days.

 

c.      The Committee shall have the power to adopt Standing Orders or Rules, so long as such Standing Orders or Rules are consistent with this Constitution. Any such Standing Orders or Rules must be ratified by IPSoc either by way of hands vote at the next AGM or by way of a postal/electronic ballot. In both cases, the meaning of and reason for the proposed Standing Order or Rule shall be fully explained to the members in advance of any vote. In the case of a postal/electronic ballot, any proposed Standing Order or Rule shall be adopted by the Committee unless dissent in writing is received from any member to that proposal within one calendar month of the notification having been sent. In the case of such dissent, the Committee may seek ratification of the relevant Standing Order or Rule at the next AGM.

 

d.     The Committee shall operate and develop the work and functions of IPSoc in accordance with the policies of IPSoc and IPSoc Statement of Intent on Equal Opportunities as set forth in Schedule 1 to this Constitution provided that such policies are strictly within the Objects and Powers of IPSoc.

 

7. Finance

All monies raised by IPSoc shall be used to further its Objects and for no other purpose PROVIDED THAT nothing in this Constitution shall prevent the payment in good faith of reasonable and proper remuneration to any employee of IPSoc not being a member of the Committee; purchasing and making of any reasonable gift to persons or bodies who have assisted IPSoc and/or the Committee in its business; or the repayment of reasonable out-of-pocket expenses incurred by any person including members of the Committee. In all cases of expenditure as contemplated by this paragraph, no such expenditure (whether in principal or amount) shall be undertaken without the unanimous approval of the Executives.

 

a.     The Treasurer shall keep proper accounts of the finances of IPSoc and shall submit those accounts for review by an independent third party on an annual basis.

 

b.     A banking account or accounts in the name of IPSoc shall be maintained with such bank, building society or other financial institution as the Committee shall decide. All cheques shall be signed by any two of the three authorised signatories.

 

8. Property

The title to any property which may be acquired by IPSoc shall be vested in not less than 3 Executives.

 

9. Amendments to the Constitution

The Constitution may be amended at IPSoc's AGM or any EGM by the positive votes of at least two-thirds of the members present and voting. Unless short notice is agreed to by at least two thirds of the voting attendees to the AGM or EGM as the case may be, at least 14 days' advance notice of any such amendment must be sent to members of IPSoc.

 

10. Dissolution

IPSoc may be dissolved at an AGM or EGM by the positive votes of at least two-thirds of the members present and voting PROVIDED THAT at least 28 days' notice of such meeting must be provided to all members of IPSoc stating the business to be dealt with. In the case of dissolution of IPSoc, after the satisfaction of any debts, IPSoc's assets shall be transferred to such organisation or organisations with objects similar to those of IPSoc as IPSoc shall determine in a ballot of its members (such ballot to be conducted by way of simple majority).

 

Schedule 1:  Statement of Intent on Equal Opportunities

IPSoc adopts the Law Society statement and policy on equal opportunities.

 

Standing Orders

 

A.      Membership

 

1.     Individual membership is open (subject to approval by the Committee) to any:

 

·              Solicitor of less than 10 years’ post qualification experience;

·              Barrister of less than 12 years' call;

·              Trade Mark and Patent Attorneys with up to 8 years’ post qualification experience (for patent attorneys this will be calculated from either the EPA or CPA whichever was attained most recently);

·              Member of the Institute of Legal Executives of up to and including 10 years’ admission;

 

       Any of the above wishing to become a member of IPSoc must be in practice in the UK.  To apply for membership, the appropriate membership form must be completed and sent to the Membership Secretary.

All Members of IPSoc are entitled:

 

a.           to receive all mailings to members;

 

b.           to attend and (where applicable) vote at any meeting (subject to any charge levied and availability of places);

 

c.            to attend training days and social events organised by IPSoc (subject to any charge levied and availability of places).

 

2.     Applications for membership from individuals falling outside of the criteria set out in 1. above will be considered by the Committee on a case-by-case basis and the Committee shall use its discretion to determine whether to approve said application.

 

3.     The Committee shall in its discretion determine each year the appropriate fees for membership prior to the renewal by members of their annual subscription and notify the members of IPSoc accordingly.

 

4.     Upon approval of an application for membership by the Committee, notice shall be given to the individual concerned which shall be supplied with a copy of IPSoc's Constitution. The individual concerned shall become a member of IPSoc and shall be entitled to all the benefits and privileges of membership and shall be bound by IPSoc's Constitution.

 

5.     The Membership Secretary shall ensure that an up-to-date list of all members is kept.

 

6.     Every member must pay the annual subscription laid down by the Committee of IPSoc. The annual subscription is due on such date as the Committee shall from time to time determine, PROVIDED THAT such date shall be during the month of November/December each year.

 

7.     IPSoc's membership year shall run from such date in November/December of each year as the Committee shall determine.

 

8.     Any member may resign membership by giving written notice to the Membership Secretary.

 

9.     No member, on ceasing to be a member, shall be entitled to be repaid any subscription previously paid or any part of any such subscription.

 

10.   All applications for membership shall be dealt with by the Membership Secretary. The Committee shall have the power to expel any member PROVIDED THAT the individual concerned (or an individual representing the organisation concerned, as the case may be) shall have the right to be heard before a decision is taken.

 

11.   The Committee has the power to:

 

a.       reject an application for membership or to suspend a member or member's representative provided that it is for good and sufficient reason;

 

b.      waive or reduce membership fees in case of hardship;

 

12.   Any member who fails on two occasions in a membership year to attend an educational event which he/she has signed up for (without giving at least 24 hours’ notice of cancellation) shall not be permitted to hold a place for the next educational event until priority has been given to other members wishing to attend.

 

B.      Meetings

 

13.   No person other than the members of IPSoc shall be entitled to vote at any AGM, EGM or any other meeting of IPSoc.

 

14.   Every notice of a meeting shall specify the place, day and hour of the meeting and the general nature of the business to be transacted. The notice convening an AGM shall specify the meeting as such.

 

15.   The accidental omission to give notice of any meeting to, or the non-receipt of the notice by any person, shall not invalidate the proceedings at any meeting.

 

16.   A meeting shall, despite being called at shorter notice than that specified in Clause 5 of IPSoc's Constitution, be deemed to have been duly called if it is so agreed by a simple majority of those present and voting at the meeting.

 

17.   The length of notice shall be calculated exclusive of the day on which it is served and day for which it is given.

 

18.   No business shall be transacted at an AGM or EGM unless the quorum specified in paragraph 6 of the Constitution is present in person at the time when the meeting opens. If, within half an hour of the time appointed for the meeting a quorum is not present, the meeting, if called on the request of members, shall be dissolved, and in any other case shall stand adjourned to a day to be determined by the Committee. If, at the adjourned meeting, a quorum is not present, the members present shall form a quorum.

 

19.   The Chairman of IPSoc (or in his/her absence, any other member of the Committee) shall preside at any AGM or EGM.

 

20.   At any meeting of IPSoc, matters put to a vote will be decided on a show of hands unless a poll is demanded by at least 15 members or by the Chairman. If a poll is requested it should be taken in such manner and at such time as the Chairman of the meeting decides.

 

21.   In the case of a draw, whether on a show of hands or on a poll, the Chairman of the meeting shall have a second or casting vote except on a vote to confirm the appointment of the Chairman, in which case lots shall be drawn.

 

22.   No motion or amendment to IPSoc's Constitution or its Standing Orders or Rules shall be discussed at a meeting unless it was moved and seconded by persons present at the meeting.

 

23.   The day-to-day affairs of IPSoc shall be managed by the Committee to be elected in accordance with the provisions of the Constitution and these Standing Orders. If a Committee member ceases to be a member of IPSoc they shall automatically cease to be a member of the Committee.

 

24.   The Agenda for any Committee meeting shall be prepared by IPSoc's Chairman in consultation with the Educational Secretary. Business shall be dealt with in the order that it appears on the Agenda, save that the Chairman of the meeting may, with its consent, give precedence to such business as is deemed urgent. Committee members wishing to raise new business must notify the Chairman or Educational Secretary so that it may appear on the Agenda. The Chairman may however, at his/her discretion, permit new business to be proposed without prior notice under "Any Other Business" or may defer such item to the next meeting.

 

25.   Three or more Executives of the Committee may summon a special meeting of the Committee for the purpose of dealing with any matter requiring urgent attention.

 

26.   The Committee may continue to act although their number is reduced below 5. The continuing members shall only act for the purpose of filling vacancies and convening an EGM (or AGM as the case may be).

 

27.   The Chairman of IPSoc shall preside at all meetings of the Committee unless a simple majority of Committee members resolve otherwise, or unless the Chairman is unable to attend, in which case another member of the Committee shall preside.

 

28.   Voting at Committee meetings shall be by a show of hands unless a poll is requested by at least 3 Committee members or by the Chairman. All questions shall be decided by a simple majority.

 

29.   No business shall be transacted at a Committee meeting unless the quorum of 5 Committee members (3 being Executives) is present in person at the time when the meeting proceeds to business. If within half an hour of the time appointed for the meeting, a quorum is not present, the meeting should be adjourned to a date to be determined by the Chairman.

 

C.      Nominations and Elections

 

30.   No later than 1 October in any given year, the Committee shall appoint a Returning Officer who shall be an outgoing member of the Committee or a former member of the Committee.

 

31.   The Committee shall be elected at the AGM. Nominations for membership of the Committee shall be made by Association members wishing to nominate themselves in writing. Such nominations must be in the hands of the returning officer 3 weeks before the AGM or such other shorter time as the Returning Officer shall determine and communicate to IPSoc's members. In the event of there being only the number of nominations necessary to fill vacancies, then those nominated will automatically be elected as members of the Committee without a vote.

 

32.   The Returning Officer may delegate to another Committee member or to any person employed by the Group any of the tasks set out in the Standing Orders after consultation with the Chairman.

 

D.      Accounts

 

33.   The Treasurer of IPSoc shall keep true accounts of all sums of monies received and expended by IPSoc and of the matters in respect of which such receipts and such expenditure take place, and of the properties, credit and liabilities of IPSoc.

 

34.   The Treasurer shall cause the accounts to be made up once each year and submit them to the accountant appointed by the Committee together with such other information required by them. A copy of the independently reviewed accounts shall be made available to any member of IPSoc upon that member's request. The independently reviewed accounts shall be submitted to the membership at the AGM.

 

35.   The books of account should be kept by the Treasurer and should be available for inspection by members by prior notice of at least 28 days to the Treasurer, and at a time and place convenient to the Treasurer.

 

36.   Any cheque drawn upon an account held by IPSoc made payable to a signatory in person or to his/her firm shall be signed by one other of the authorised signatories.

 

E.      Notices

 

37.   Any notice may be served on a member of IPSoc by the Committee by sending it via the post, DX, fax or by email.

 

38.   Any notice served by post or DX shall be deemed to have been received within 2 days following that on which it was sent. Any notice served by fax or email shall be deemed received 2 hours after sending.

 

F.      Alteration of Standing Orders

 

These Standing Orders may be amended by the Committee of IPSoc, provided that at least two thirds of those present and voting, vote for such a change. The alteration shall then be notified to the members of IPSoc within 14 days of the Committee meeting at which the decision was taken to alter the Standing Orders, and will take effect 7 days following such notification.