Last update: November 2007

INDEX

INTERPRETATION
PURPOSES
MEMBERS
SUBSCRIPTIONS AND ADMISSION FEES
BYE-LAWS
GENERAL MEETINGS
NOTICE OF GENERAL MEETINGS
PROCEEDINGS AT GENERAL MEETINGS
VOTES OF ORDINARY MEMBERS
NUMBER AND APPOINTMENT OF COUNCIL
OFFICERS
POWERS AND DUTIES OF COUNCIL
PROCEEDINGS OF COUNCIL AND COMMITTEES
DISQUALIFICATION OF MEMBERS OF COUNCIL
SECRETARY
THE SEAL
ACCOUNTS
AUDIT
NOTICES
WINDING-UP AND DISSOLUTION

Memorandum of Association
BYE LAWS UNDER ARTICLE 15
Payment of Subscriptions
ECTA Code of Conduct
Disciplinary Provisions
Conference Members

ARTICLES OF ASSOCIATION

INTERPRETATION

1. In these Articles, unless the context otherwise requires:

Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at of which these Articles become binding on the Association.

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PURPOSES

2. The Association is established for the purposes expressed in the Memorandum of Association.

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MEMBERS

3. There shall be no limit to the number of members of the Association.

4. There shall be the following classes of members of the Association:

(b) honorary members;

(c) Such other classes of membership as the Association, upon the recommendation of the Council may, subject to these Articles and the Bye Laws, from time to time determine.

(i) Every candidate for admission as an associate member shall be either a person who is not a national of a Member State, but who has his place of business or employment in a Member State and is entitled to practice as a professional representative before the Trade Marks Registry of the Member State in which he has his place of business or employment, or a person who is entitled to practice as a professional representative before the Trade Marks Registry of the country outside the EC in which he has his place of business or employment; and, in each case: unless he is so entitled by possession of a special professional qualification, has habitually so practised for at least five years; and be involved in the Trade Mark matters of the EC or Member states of the EC; and be sponsored by two ordinary members.

(ii) Every candidate for admission as an affiliate member shall be a person who is, otherwise than as a professional representative, involved in or responsible for the Trade Mark matters in the EC or Member states of the EC, by virtue of his activity or employment inside or outside the EC; and be sponsored by two ordinary members.

(iii) Every candidate for admission as a conference member shall be a person who, not otherwise being a member of the Association, wishes to attend the Annual Conference of the Association. Conference members, unless in the meantime elected to another category of membership, shall cease to be members of the Association at the end of the calendar year in which they became members.

(iv) Every candidate for admission as a student member shall be a national of one of the Member States, shall be an undergraduate or post-graduate undertaking a full time course of study at a university in a Member State, shall have an interest in the law of trade marks and designs, and be sponsored by two ordinary members;

(v) Every candidate for admission as a recently graduated member shall be a national of one of the Member States, shall have completed a full time course of study at and graduated from a university in a Member State within three years prior to the date of the candidate's application for membership of the Association, shall have an interest in the law of trade marks and designs and be sponsored by two ordinary members PROVIDED ALWAYS that a person's status as a recently graduated member shall expire at the end of the calendar year in which the third anniversary of his or her said graduation occurs;

(vi) Every candidate for admission as a retired member shall have been an ordinary member or an associate member or an affiliate member for a continuous period of not less than (five) years and be no longer active in trade mark practice.

5. Every candidate for membership shall comply with requirements for admission contained in these Articles and in the Bye-laws and, in addition, before he is admitted as a member the Council shall satisfy themselves that the candidate is of good character and repute and by reason of his profession or employment is in all respects a fit and proper person to be admitted a member.

6.
(1) Every candidate for admission as an ordinary member shall (subject
to paragraph (2) below):

(b) have his place of business or employment in a Member State;

and

(c)

(i) before the coming into force of any law regulating the entitlement of persons to practise as professional representatives before the Office, be entitled to practise as a professional representative before the trade mark registry of the Member State in which he has his place of business or employment and, unless he is so entitled by possession of a special professional qualification, have habitually so practised for at least five years, or

(ii) after the coming into force of any such law, be entitled to practise before the Office for Harmonization in the Internal Market (Trade Marks and Designs), and such entitlement shall be deemed to exist where the existence of such entitlement is recorded in a Communication of the President of the Office concerning Professional Representation.

(2) During the period of three years immediately following the incorporation of the Association a candidate for admission as an ordinary member shall be deemed without limit of time to satisfy the conditions set out in paragraph (1)(c)(i) above if he is a member of an organisation for the time being approved in writing by the Council for the purposes of this paragraph in respect of the Member State in which he has his place of business or employment.

7. The Council shall be empowered at their discretion to admit as an honorary member any person who by reason of his special service to trade mark law or practice is in the opinion of the Council worthy of such honour. An honorary member who immediately before admission as such was an ordinary member shall during his honorary membership continue to have the rights of an ordinary member so long as he remains qualified to be admitted as an ordinary member.

8. Every application for membership shall be made to the Council upon a form to be provided by the Association, duly completed as regards all particulars therein required.

The Council shall accept every application for ordinary membership satisfying the requirements of Articles 5 and 6 above and any further requirements of the Bye-laws. Applications for membership of any class mentioned in Article 4(c) shall be determined in accordance with the Bye-laws governing such class.

9. 
(1) Any member may withdraw from the Association by giving one month's notice in writing of his intention so to do and, upon the expiration of such notice, he shall (subject to paragraph (2) below) cease to be a member of the Association but shall remain liable for payment of arrears of subscription or other moneys (if any) due to the Association upon his ceasing to be a member. Where any person who has withdrawn from membership in accordance with this Article seeks readmission, he shall not be required to furnish particulars anterior to the date of his original admission, but must with this exception comply with such of the Bye-laws and these Articles and such other terms and conditions as the Council may think fit to require in each individual case.

(2) Where, before the expiration of notice given by a member under paragraph (1) above (but either before or after the giving of such notice), proceedings are commenced by the Council under Article 11 for the expulsion or suspension of that member, the member shall not cease to be a member of the Association until:

(b) the final determination of such proceedings, whichever shall be the later; provided always that, in the event that such proceedings result in an order for the expulsion of the member, any date of expulsion specified in such order shall be the date when his membership shall cease notwithstanding this Article.

10. A member who for any cause ceases to satisfy the qualifications for admission to membership of his class shall cease to be a member.

11. The Council may in accordance with the Bye-laws expel a member from the Association or suspend his membership.

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SUBSCRIPTIONS AND ADMISSION FEES

12. Every member (other than an honorary member) shall from time to time pay to the Association such subscription as shall be prescribed by resolution of the Association on the recommendation of the Council.

13. If a member makes a default in the payment of any subscription for more than two months after notice from the Secretary of the amount payable by him his privileges of membership shall be thereafter ipso facto suspended until such payment be made. If any matter shall arise during the interval between such suspension and payment in respect of which he would but for such default have been entitled to seek the assistance of the Association he shall notwithstanding such payment be in respect of such matter excluded from the privileges of membership unless the Council otherwise resolve.

14. The Association may by resolution require the payment of an admission fee as a condition of admission to any class of membership (other than honorary membership) and may from time to time by resolution vary, discontinue or reimpose such requirement. Any such admission fee shall be of such amount as shall be from time to time prescribed, and different amounts may be prescribed for different classes of membership.

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BYE-LAWS

15. The Association shall upon the recommendation of the Council but not otherwise have power by ordinary resolution to make Bye-laws for the regulation of the affairs of the Association and for the furtherance of its objects and from time to time to amend or revoke the same. All such Bye-laws for the time being in force shall be binding upon the members in the same manner as these Articles. In the event of any conflict between the Bye-laws and these Articles the provisions of these Articles shall prevail.

In the interpretation of the Bye-laws the provisions of Article 1, so far as applicable, shall apply thereto.

16. Bye-laws may be made, amended and revoked by the Council at any time before the first annual general meeting of the Association, but not afterwards. Any bye-laws so made shall continue in force after the first annual general meeting (unless amended or revoked thereat) as if they had been made by the Association under Article 15, and may be amended or revoked accordingly.

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GENERAL MEETINGS

17. The Association shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of the Association and that of the next. Provided that, so long as the Association holds its first annual general meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The annual general meeting shall be held at such time and place as the Council shall appoint.

18. All general meetings other than annual general meetings shall be called extraordinary general meetings.

19. The Council may, whenever it thinks fit, convene an extraordinary general meeting, and an extraordinary general meeting shall also be convened on such requisition or, in default, may be convened by such requisitionists, as provided by Section 132 of the Act (that is to say, by members representing not less than one-tenth of the total voting rights for the time being of all the members). If at any time there are not available within the Member States sufficient members of the Council to form a quorum for the convening of an extraordinary general meeting, any member of the Council or any ten ordinary members of the Association may convene an extraordinary general meeting in the same manner or as nearly as possible as that in which meetings may be convened by the Council.

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NOTICE OF GENERAL MEETINGS

20. Every meeting shall be called by twenty-eight days' notice in writing at the least. The notice shall be exclusive of the day for which it is given. The notice shall specify the place, the day and the hour of meeting and, in the case of special business, the general nature of that business. The notice shall be given to such persons as are under Article 76 entitled to receive such notice from the Association.

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

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PROCEEDINGS AT GENERAL MEETINGS

22. All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of the consideration of the accounts, balance sheet, and the reports of the Council and auditors, the election of members of the Council and the appointment of, and the fixing of the remuneration of, the auditors.

23. No business shall be transacted at any general meeting unless a quorum of ordinary members is present at the time when the meeting proceeds to business; save as herein otherwise provided, a quorum shall be such number of ordinary members present in person or by proxy, being members whose respective principal places of business or employment are in not less than five different Member States, as is equal to one-tenth of the total number of ordinary members entitled to vote at the date of the notice calling the meeting.

24. If within three hours from the time appointed for a meeting a quorum is not present, the meeting, if convened upon the requisition of the members, shall be dissolved; in any other case it shall stand adjourned to the same day in the fourth week thereafter, at the same time and place, or to such later date and at such other time and place as the Council may determine, and if at the adjourned meeting a quorum is not present within fifteen minutes from the time appointed for the meeting the ordinary members present shall be a quorum.

25. The President or, failing him, the first or second Vice-President (in that order) shall preside as chairman at every general meeting of the Association, but if there be no President or Vice-President or if at any general meeting neither the President nor either Vice-President is present within half an hour after the time appointed for holding the same, or if none is willing to act, the members of the Council present shall elect one of their number to be chairman of the meeting.

26. If at any meeting no member of the Council is willing to preside or if no member of the Council is present within half an hour after the time appointed for holding the meeting, the Ordinary Members present shall choose one of their number to be chairman of the meeting.

27. The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

28. 
(1) At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands)

(a) a poll is demanded by the chairman or by at least three ordinary members present and entitled to vote, or

(b) on the proposal of the chairman or any five ordinary members present and entitled to vote at the meeting it is determined that a postal ballot shall be held.

(2) Unless a poll be so demanded or a postal ballot be so determined upon, a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

(3) The demand for a poll may be withdrawn.

29. Except as provided in Article 30, if a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

30. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded or any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

31. If it is determined that a postal ballot shall be held the ballot shall be conducted in such manner as the Council (or, with the consent of the Council, the Secretary) directs and the result of the ballot shall be deemed to be the resolution of the meeting at which the ballot was determined upon. Any business other than that upon which a ballot has been demanded may be proceeded with pending the taking of the ballot.

32. In case of an equality of votes, whether on a show of hands or on a poll or on a postal ballot, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded or the postal ballot is determined upon shall be entitled to a second or casting vote.

33. 
(1) Subject to paragraph (4) below, the Council may at any time conduct a postal ballot of ordinary members on any resolution notwithstanding that the resolution has not been proposed at a general meeting.

(2) Subject to the provisions of the Act, a resolution adopted by a postal ballot conducted under this Article shall be as valid and effective as if the same had been passed at a general meeting of the Association duly convened and held.

(3) A resolution proposed by postal ballot under this Article may be proposed as an ordinary resolution, an extraordinary resolution or a special resolution; provided that an extraordinary resolution or a special resolution shall be passed only by a majority of not less than three-fourths of the votes cast in the ballot.

(4) No ballot shall be conducted by the Council under this Article on any resolution which shall have been proposed and rejected at a general meeting or in a previous postal ballot within a period of three months immediately preceding the holding of the ballot.

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VOTES OF ORDINARY MEMBERS

34. Every ordinary member shall have one vote. No member of any other class shall be entitled to vote.

35. No ordinary member shall be entitled to vote unless all moneys presently payable by him to the Association have been paid.

36. On a poll votes may be given either personally or by proxy; provided that no member shall cast on any resolution more than the maximum number (if any) of proxy votes for the time being prescribed for the purpose of this Article by the Bye-laws.

37. The instrument appointing a proxy shall be in writing under the hand of the appointer. A proxy must be an ordinary member of the Association.

38. The instrument appointing a proxy shall be produced at the meeting at which the proxy vote authorised by it is to be cast.

39. An instrument appointing a proxy shall be clear and unambiguous and in any usual or common form.

40. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll and to propose or join in proposing a postal ballot.

41. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such death, insanity or revocation as aforesaid shall have been received by the Association at its registered office before the commencement of the meeting or adjourned meeting at which the proxy is used.

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NUMBER AND APPOINTMENT OF COUNCIL

42.
(1) Subject to Article 45, there shall be a Council consisting of:

(i) not more than thirty-eight persons elected from among the ordinary members;

(ii) the two persons (or if there are not two such persons that one person, if any) who for the time being last held office successively as President; and

(iii) such additional members as may be co-opted pursuant to Article 53.

(2) The elected members mentioned in paragraph (1)(i) above shall comprise in respect of each Member State the number of persons specified below (or such smaller number as may be nominated) having their principal place of business or employment in such Member State, viz:

(3) The members of the Council shall be the directors of the Association.

43. Provided that there be no departure from the said representation of 

Member States:

(b) without prejudice to the power of the Council under this Article, the Association may from time to time by ordinary resolution in general meeting appoint any ordinary member to be a member of the Council to fill a casual vacancy.

44.
(1) In the event of any increase in the number of Member States the Council may thereupon increase the number of its elected members by:

(b) appointing not more than that number of ordinary members to fill such additional places from among ordinary members having their principal place of business or employment in such new Member State.

(2) For the purposes of these Articles:

(ii) the number of persons specified in Article 42(1) (i) shall be deemed to be varied by the addition of numbers determined by the Council under paragraph 1(a) above, and

(iii) members appointed to the Council under paragraph 1(b) above shall be deemed to have been elected thereto on the date when they were so appointed,

(3) The number of additional elected members determined by the Council under paragraph (1)(a) above shall be subject to variation by the Association at the annual general meeting next following the determination (but not otherwise save by special resolution amending these articles).

45. The first Council shall comprise the subscribers to the Memorandum of Association and such other ordinary members as the subscribers shall appoint and shall hold office until the first annual general meeting. In making such appointments the subscribers shall so far as practicable give effect to the numerical limits and the representation of Member States specified in Article 42.

46.
(1) At the first annual general meeting all the members of the Council shall retire but shall, subject to the limits contained in Article 42, be eligible for re-election. At the second annual general meeting the following members of the Council shall retire but shall be eligible for re-election, that is to say, in respect of each Member State except Luxembourg, one-half of the members elected in accordance with Article 42(2) (or the number nearest to but not exceeding one-half thereof), being members who received the lowest numbers of votes among members from the Member State in the election at the first annual general meeting.

(2) At the third and every subsequent annual general meeting those members of the Council who were elected pursuant to Article 42(1)(i) at the annual general meeting before last, and every member appointed under Article 43 to fill a vacancy arising from the death or vacation of office of any such member of the Council, shall retire but shall be eligible for re-election.

(3) Not later than two months before every annual general meeting the Council shall cause to be served upon every ordinary member a notice showing the names of those Council members who are due to retire at the meeting pursuant to this Article and stating (unless they shall have ceased to be ordinary members) that they are eligible for re-election.

47. Every candidate for election pursuant to Article 42(1)(i) as a member of the Council at the annual general meeting in each year must be nominated in writing by not less than three other ordinary members having their principal place of business or employment in the same Member State as the candidate. Such nomination shall specify the Member State in which the candidate has his principal place of business or employment, shall state that the candidate is willing to serve if elected and shall be lodged at the office of the ECTA Secretariat of the Association prior to a date to be notified each year to the ordinary members. The location of the office of the ECTA Secretariat shall be determined by the Council from time to time.

48. In every election of Council members pursuant to Article 42(1)(i) every ordinary member shall (subject to Article 35) be entitled to vote for as many candidates as there are vacancies to be filled.

49. Prior to the annual general meeting of the Association in each year the Council shall cause voting papers, giving a list of the persons nominated pursuant to Article 47 as candidates to serve on the Council for the ensuing two years and the Member State in which each such person has his principal place of business or employment to be drawn up in such form and giving such other particulars as the Council may determine and to be served by post upon every ordinary member intimating in each case a date by which and an address to which such voting papers shall be returned directed to the auditors of the Association or such one or more other persons as shall be nominated by the Council to act as scrutineers, and at the annual general meeting of the Association in each year it shall be the duty of the scrutineers to report to the meeting the result shown by such voting papers.

49(a) The provisions of Article 49 apply only where more than one candidate per Member State vacancy has been nominated under Article 47. In each case where there is only one nomination for a Member State vacancy, voting may instead take place at the annual general meeting and not on the voting papers. The voting papers sent out under Article 49 must however be accompanied by a statement showing the single nominations for Member State vacancies and giving notice that voting in respect of these nominations will take place at the annual general meeting.

50. There shall be elected from among candidates having their principal place of business or employment in each Member State only so many candidates as shall be requisite to maintain the numerical representation of Member States set out in Article 42(2). Subject thereto, the candidates who receive the greatest numbers of the votes cast shall be elected.

51. In case of an equality of votes appearing from the report of the scrutineers to have been given to two or more candidates, and the vacancies not permitting both or all to be elected, the ordinary members present at the meeting shall by ballot determine which of such candidates is or are to be elected.

52. Any question arising upon the scrutineers' report or otherwise in connection with the election of members of the Council shall be determined by the Association in general meeting.

53.
(1) The Council may at any time co-opt not more than four ordinary members who, having been candidates for election to the Council pursuant to Article 42(1)(i) at the last preceding annual general meeting, received more votes than another candidate who was elected but were not themselves elected because their election would have been inconsistent with the first sentence of Article 50.

(2) The Council may also at any time co-opt not more than four ordinary members or persons admitted to any other class of membership; provided that no member co-opted under this paragraph shall be entitled to vote on any matter before the Council.

(3) Members of the Council co-opted under this Article shall hold office until the annual general meeting next following their co-option.

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OFFICERS

54. Forthwith after incorporation of the Association the Council shall, subject to Article 57, elect by ballot from among their members a President, a first Vice-President, a second Vice-President, an Honorary Secretary and a Treasurer, to hold office until the Council meeting next following the first annual general meeting.

55. At the Council meeting next following the first annual general meeting, and at the Council meeting next following every second annual general meeting thereafter, the Council shall, subject to Article 57, elect by ballot from among their members a President, a first Vice-President, a second Vice-President, an Honorary Secretary and a Treasurer, to hold office until the Council meeting next following the second annual general meeting thereafter.

56. The Council may, subject to Article 57, elect one of their number to fill a casual vacancy in any of the said offices, and a member so elected shall hold office for the residue of the term of office of the person whose vacancy he fills.

57. The persons holding office respectively as President, first Vice-President and second Vice-President shall at all times be ordinary members having their principal place of business or employment in different Member States.

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POWERS AND DUTIES OF COUNCIL

58. The business of the Association shall be managed by the Council, who may exercise all such powers of the Association and do on behalf of the Association all such acts as may be exercised and done by the Association and as are not by the Act or by these Articles required to be exercised or done by the Association in general meeting; subject nevertheless to the provisions of these Articles and of the Act and to such regulations being not inconsistent with the aforesaid provisions as may be prescribed by the Association in general meeting; but no regulation made by the Association in general meeting shall invalidate any prior act of the Council which would have been valid if such regulation had not been made.

59. The Council may delegate any of their powers to committees consisting of such ordinary or other members as may from time to time be determined by the Council. The President and the Vice-Presidents shall be ex-officio members of every committee of the Council. Every such committee shall elect a chairman, who need not necessarily be the President or a Vice-President. Every such committee shall in the exercise of the power so delegated conform to any regulations that may be imposed on it by the Council.

60. The meetings and proceedings of any such committee shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Council so far as the same are applicable and are not superseded by any regulations made by the Council under the last preceding Article.

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PROCEEDINGS OF COUNCIL AND COMMITTEES

61. The Council may meet together for the dispatch of business, adjourn or otherwise regulate their meetings as the members thereof may think fit. The quorum at meetings of the Council for the transaction of business shall be seven members entitled to vote. Unless otherwise fixed by the Council the quorum at the meetings of every committee of the Council shall be three. Questions arising at meetings of the Council or of any committee shall be decided by a majority of votes. In case of an equality of votes at meetings of the Council or any committee the chairman shall have a second or casting vote. The continuing members of the Council may act notwithstanding any vacancy in their body.

62. The President shall preside at all meetings of the Council; but if at any time there be no President or if at any meeting the President be not present within five minutes after the time appointed for holding the same or be not willing to act, the first Vice-President, or failing him the second Vice-President, shall preside at such meeting, or if neither Vice-President is present and willing to act the members present shall choose some one of their number to preside at such meeting, and the person so chosen shall preside at such meeting accordingly.

63. All acts bona fide done by the Council or by any committee of the Council shall be valid notwithstanding that it be afterwards discovered that there was some defect in the appointment of the Council or committee or of some member or members thereof, or that any member of such Council or committee was not duly qualified to act.

64. The Council shall cause minutes to be duly entered in books provided for the purpose:

(2) of the names of the members present at each meeting of the Council or a committee thereof; and

(3) of all resolutions and proceedings of general meetings and of meetings of the Council and committees thereof;

and any such minutes of any meeting, if purporting to be signed by the chairman of such meeting, or by the chairman of the next succeeding meeting, shall be sufficient evidence, without any further proof, of the matters stated in such minutes.

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DISQUALIFICATION OF MEMBERS OF COUNCIL

65. A member of the Council shall vacate office:

(b) if, being a co-opted member, a resolution is passed by the Council terminating his membership, or

(c) if he become bankrupt or insolvent or makes a conveyance or assignment of his property for the benefit of, or executes any deed of arrangement in favour of, or makes any composition or arrangement with, his creditors generally or any class of his creditors, or

(d) if he becomes of unsound mind, or

(e) if he is absent from six consecutive meetings of the Council without special leave of absence and he is requested to resign by a resolution passed by a majority of the members of the Council present and voting at a meeting of the Council of which special notice shall have been given of intention to propose the resolution, or

(f) if by notice in writing to the Association he resigns his office, or

(g) if he ceases to hold office or is prohibited from acting by virtue of any provision of any statute.

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SECRETARY

66. Subject to Section 21(5) of the Companies Act 1976 the Secretary shall be appointed by the Council for such term, at such remuneration and upon such conditions consistent with the provisions of Clause 4 of the Memorandum of Association as the Council may think fit; and any Secretary so appointed by the Council may be removed by the Council.

67. Anything required or authorised to be done by or to the Secretary may, if the office is vacant or there is for any other reason no Secretary capable of acting, be done by or to any officer of the Association authorised in that behalf.

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THE SEAL

68. The Council shall provide for the safe custody of the Seal, which shall only be used by the authority of the Council or of a committee of the Council authorised by the Council in that behalf, and every instrument to which the Seal shall be affixed shall be signed by a member of the Council and shall be countersigned by the Secretary or by a second member of the Council or by some other person appointed by the Council for the purpose.

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ACCOUNTS

69. The Council shall cause accounting records to be kept in accordance with Section 12 of the Companies Act 1976.

70. The accounting records shall be kept at the registered office of the Association or, subject to Section 12(6) and(7) of the Companies Act 1976, at such other place or places as the Council think fit, and shall always be open to the inspection of members of the Council.

71. The Council shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Association or any of them shall be open to the inspection of members not being members of the Council, and no member (not being a member of the Council) shall have any right of inspecting any account or book or document of the Association except as conferred by statute or authorised by the Council or by the Association in general meeting.

72. The Council shall from time to time in accordance with Sections 150 and 157 of the Act, and Sections 1, 6 and 7 of the Companies Act 1976, cause to be prepared and printed and to be laid before the Association in general meeting such income and expenditure account balance sheets, group accounts (if any) and reports as are referred to in those sections. The auditors' report shall be open to inspection and be read before the meeting as required by Section 14 of the Companies Act 1967.

73. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Association in general meeting, together with a copy of the auditors' report and report of the Council, shall not less than twenty-one days before the date of the meeting be sent to every member and every holder of debentures of the Association. Provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Association is not aware or to more than one of the joint holders of any debentures.

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AUDIT

74.
(1) Once at least in every year the accounts of the Association shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified auditor or auditors.

(2) Auditors shall be appointed and their duties regulated in accordance with Section 161 of the Act, Section 14 of the Companies Act 1967 and Sections 13 to 18 of the Companies Act 1976.

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NOTICES

75. A notice may be given by the Association to any member either personally or by sending it by post to him or to his registered address. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected at the time at which the letter was so posted.

76. Notice of every general meeting shall be given in any manner hereinbefore authorised to:

(b) the auditors for the time being of the Association.

No other person shall be entitled to receive notices of general meetings.

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WINDING-UP AND DISSOLUTION

77. Clause 7 of the memorandum of association relating to the winding-up and dissolution of the Association shall have effect as if its provisions were repeated in these Articles.

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Memorandum of Association

1. The name of the company (hereinafter called "the Association") is "EUROPEAN COMMUNITIES TRADE MARK ASSOCIATION".

2. The registered office of the Association will be situated in England.

3. The objects for which the Association is established are:

(A) To maintain and improve the professional standards and expertise of professional representatives in trade mark matters having a place of business or employment in a Member State of the European Economic Community.

(B) To consider and promote improvements in the legal protection available for trade marks in the European Economic Community and elsewhere and to support or oppose alterations therein and to effect improvements in administration.

(C) To provide the Commission of the European Communities and other Community authorities and governments and national authorities in the Communities with means for ascertaining the views of professional representatives in trade mark matters as regards the protection of trade marks in the Communities and all related matters.

(D) To co﷓operate with the Community Trade Mark Office (when established under the European Economic Community Treaty) and other international authorities, in

(a) administering the law concerning the registration and other means of protection of trade marks in the European Economic Community,

(b) establishing and maintaining standards of qualification and a code of professional conduct for the representatives to practice before the Office.

(E) –

(F) –

(G) To consider, afford advice to and diffuse information on all matters affecting professional representatives in trade mark matters and to print, publish, issue, circulate and give access to such papers and other publications as may seem conducive to the attainment of any of the objects of the Association.

(H) To procure the delivery of lectures on all matters affecting professional representatives in trade mark matters.

(I) To cultivate and obtain reciprocal relations with kindred associations whether of a national or an international nature.

(J) To provide facilities for social intercourse between the members of the Association and their friends.

(K) To purchase, take on lease, exchange, hire or otherwise acquire and hold for any estate or interest any real or personal property and any rights or privileges which the Association may consider necessary or convenient for the purposes of its activities.

(L) To sell, manage, lease, mortgage, dispose of, or otherwise deal with all or any part of the property of the Association.

(M) To take such steps by personal or written appeals, public meetings, or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Association, in the shape of donations, annual subscriptions or otherwise.

(N) To borrow and raise money in such manner as the Association may think fit.

(0) To undertake and execute any trusts the undertaking whereof the Association may consider to be desirable, and either gratuitously or otherwise.

(P) To enter into any arrangement with the Commission of the European Communities or any other international authority or with any government or national authority that may seem conducive to the attainment of the Association's objects or any of them, and to obtain from such authority and to exercise any rights, privileges, licences and concessions which may seem desirable.

(Q) To invest the moneys of the Association not immediately required for its purposes in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided.

(R) To apply the money of the Association in any way in or towards the establishment, maintenance, benefit, or extension of any association, institution, fund, exhibition, or show intended to advance the interests of professional representatives in trade mark matters, and whether or not in common with other classes of persons, and to contribute to any fund raised by local or public subscription for any purpose whatever or to any charitable object.

(S) To provide a superannuation fund for the employees of the Association, or otherwise to assist any such employees and their dependants.

(T) To form, establish and bring out, or assist in bringing out any other associations having objects similar, or partly similar, to those of this Association, and to subscribe for and to the shares or debentures, bonds or obligations of any such associations and guarantee the payment of any securities issued by any such associations.

(U) To amalgamate with any companies, institutions, societies or associations having objects altogether or in part similar to those of this Association.

(V) To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements, of any one or more of the companies, institutions, societies or associations with which this Association is authorised to amalgamate.

(W) To transfer all or any part of the property, assets, liabilities and engagements of this Association to any one or more of the companies, institutions, societies or associations with which this Association is authorised to amalgamate.

(X) To do all such other lawful things as are incidental or conducive to the attainment of the above objects or any of them.

(Y) While remaining primarily a Trade Mark Association, to do in relation to designs all that it is empowered to do in relation to trade marks, as though references to trade marks in this clause 3 were references also to designs.

Provided that:

(i) In case the Association shall take or hold any property which may be subject to any trusts, the Association shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.

(ii) The objects of the Association shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.

(iii) In case the Association shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Association shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law, and as regards any such property the Council of the Association shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults, and for the due administration of such property in the same manner and to the same extent as they would as such Council have been if no incorporation had been effected, and the incorporation of the Association shall not diminish or impair any control or authority exercisable by the Chancery Division of the High Court or the Charity Commissioners over such Council but it shall as regards any such property be subject jointly and separately to such control or authority as if the Association were not incorporated.

4. The income and property of the Association shall be applied solely towards the promotion of its objects as set forth in this memorandum of association and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit to members of the Association.

Provided that nothing herein shall prevent any payment in good faith by the Association of reasonable and proper remuneration to any member, officer or servant of the Association for any services rendered to the Association nor prevent the payment of interest on money lent by any member of the Association at a rate per annum not exceeding 2 per cent less than the minimum lending rate prescribed for the time being by the Bank of England, or 3 per cent whichever is the greater, or of reasonable and proper rent for premises demised or let by any member of the Association or of fees, remuneration or other benefit in money or money's worth to a company of which a member of the Association may be a member or to any member of the Association of out﷓of﷓pocket expenses.

5. The liability of the members is limited.

6. Every member of the Association (other than an honorary member) undertakes to contribute to the assets of the Association, in the event of the same being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the Association contracted before he ceases to be a member, and of the costs, charges and expenses of winding﷓up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding ten pounds.

7. If upon the winding﷓up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association and which shall prohibit the distribution of its or their income and property to an extent at least as great as is imposed on the Association under or by virtue of clause 4 hereof, such institution or institutions to be determined by the members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to such provisions, then to some charitable object.

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BYE LAWS UNDER ARTICLE 15

1. Payment of Subscriptions

1. Payment of Subscriptions

1.1 The Treasurer shall send a notice to each member requesting payment of the annual subscription payable in respect of each calendar year (the "subscription year"). Each such notice shall be sent on or before 15 November of the year preceding the subscription year (the "preceding year") and shall require payment on or before 15 January of the subscription year.

1.2 The Treasurer shall, in February of the subscription year, send a reminder to those members whose annual subscription remains unpaid as at the date on which the reminder is sent. This reminder shall require payment by 31 March of the subscription year.

1.3 The Treasurer shall, during the month of April of the subscription year, send a second reminder to those members whose annual subscription remains unpaid as at the date on which the second reminder is sent. This reminder shall notify each such member that if payment is not made by 15 May of the subscription year the member's name will be removed from the list of members and he or she will cease to be a member of the Association.

1.4 Within 15 days after sending a second reminder to a member, the Treasurer shall, in the case of a member who has his or her principal place of business or employment in a Member State, send a copy of that reminder to the member of the Membership Committee from that Member State and, if appropriate, ask him or her to contact the member concerned. In the case of a member who does not have his or her principal place of business or employment in a Member State, the Treasurer shall send a copy of the reminder to the Chairpersons of the Membership Committee and, if appropriate, ask him or her to contact either or both of the member concerned and any member who signed the application form of the member concerned for membership of the Association.

1.5 Any member whose subscription remains unpaid on 16 May in the subscription year shall cease to be a member of the Association.

1.6 Any person who has ceased to be a member pursuant to Bye-law 1.5 shall only be re-admitted to the membership of the Association pursuant to a resolution of the Council, who shall have power to impose on such person such financial conditions on re-admission to the membership as the Council thinks fit.

1.7 In this Bye-law 1 the term "member" does not include an honorary or conference member.

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2. ECTA Code of Conduct

This Code contains general principles concerning the professional conduct of the Members of the Association, thus complementing the statues and By-laws of the Association. The conduct of all Members shall be governed by the provisions of this Code.

1. Members shall carry out their professional activities honestly and courteously, as befits the dignity of the Association.

2. Members shall not disclose confidential or private information received in the exercise of their professional activities, unless released from their obligations in this respect.

3. Members shall maintain good relationships with other Members.

4. Competition in professional matters shall be fair and honest. The comparison of Members' services based simply upon price schedules shall not be regarded as fair competition.

5. Members shall be responsible for prompt payment of their financial obligations.

6. Where advertising of Members' services is permitted, it shall be fair and honest and consist of information of a professional nature.

7. Members shall not represent conflicting or opposing parties in a matter.

Non-compliance with the provisions of any of these Articles may result in the expulsion of the Member from the Association.

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3. Disciplinary Provisions

1. A Member shall at all times comply with the Code of Conduct and such guidelines relating to such conduct as the Council of the Association shall from time to time determine and publish.

2. A Member shall be responsible to the Council for the acts and defaults of any of his partners who are not Members of the Association and of his staff so far as such acts and defaults relate to matters within the scope of his practice as a Trade Mark Attorney.

3. If any Member

(a) becomes bankrupt or insolvent or suspends payment or enters into any composition with his creditors generally; or

(b) is found by any competent authority to have become of unsound mind; or

(c) is convicted by any competent tribunal of any offence which in the opinion of the Disciplinary Committee (as defined in Article 4 below) renders him unfit to be a Member of the Association; or

(d) fails to comply with any of the regulations contained in these Articles or any regulations or decisions lawfully made by the Council or the Articles of Association; or

(e) is in the opinion of the Council guilty of dishonourable or disgraceful conduct, or in his conduct or business, acts in a manner detrimental to the interests of the Association or unbecoming the character of a Member;

the Council shall have the power, using the procedure set out in the following Articles, to expel a Member from membership or to suspend all or any of his rights of membership or to call for and accept his resignation, or to reprimand him.

4. The Council shall appoint every two years from among its members, a Disciplinary Committee consisting of not less than four members, each from different member states, of whom three shall form a quorum, for the purpose of investigating and considering questions of professional practice generally and cases of alleged misconduct. All such cases shall be notified for investigation and consideration by the Disciplinary Committee in the first instance and, if the said Committee believes there to be substance in the case, it shall refer the case to the Council for a decision by the Council.

5. In the case of a Member whose conduct is referred to the Council by the Disciplinary Committee under subparagraph (a), (c), (d) or (e) of Article 3 above, if the Council also considers there to be substance in the case, the Council shall convene a meeting of the Council specifying its intention to consider the case. The Council shall give to the Member concerned notice of the meeting of the Council and the Member shall be entitled either by himself or by some other Member appointed by him in writing or by or with an Attorney and/or Counsel representing him to appear at such meeting of the Council and to be heard or to have the persons as aforesaid (if any) representing him heard there at or to make written representations in explanation of his conduct. The Disciplinary Committee and the Council may appoint an Attorney and/or Counsel to attend and advise the said Committee and the Council both before and at their respective meetings.

6. The meeting of the Council referred to in Article 5 must

(a) be convened with notice to consider the case; and

(b) be attended in person by not less than one half of the Members of the Council.

Any resolution of the Council relating to the case shall specify which of the subparagraphs of Article 3 constitutes the ground of the resolution and shall be passed by a majority of not less than 3/4th of those present and voting. If the Resolution is not passed by the requisite majority, the Council shall be at liberty to direct that no minute thereof be recorded and that any reference thereto already entered in any minutes be expunged.

7. Any decision of the Council taken in accordance with Article 6 shall not prevent the Association from recovering any arrears of subscription or other moneys due from the Member to the Association.

8. The Council may in its absolute discretion and in such manner as it thinks fit notify or cause to be notified to the public the fact that any Member has been expelled or has ceased to be a Member and the name of such Member. No action or other proceedings shall under any circumstances be maintainable by the person referred to in such notification against the Council publishing or circulating the same.

9. Any dispute, controversy or claim arising under, out of or relating to a decision of the Council under these Disciplinary Provisions shall be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules. Unless otherwise agreed, the place of arbitration shall be Antwerp and the language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the laws of England.

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4. Conference Members

1. Conference Members are members of ECTA only for the period starting with the date of their approval in accordance with Bye-Law 3 below and ending at the end of the calendar year of the conference for which they registered. 

2. Unless and until they become members of ECTA in another category in accordance with the usual rules and procedures of ECTA, Conference Members have no right to vote, and no right to receive any papers or information published by ECTA other than the conference papers of the conference for which they registered. 

3. Conference Members shall be accepted as Conference Members of ECTA as soon as their conference registration form has been approved by the Secretary General. 

4. At the same time as Conference Members pay the registration fee for the Annual Conference they wish to attend, they shall pay the annual subscription payable by members of ECTA in accordance with Article 12, which will be included in the total registration fee they are asked to pay; and if, within the year to which such annual fee relates, a Conference Member becomes a member of ECTA in another category, no further annual subscription shall be payable by him or her for that year.

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