St. Margarets Bay Chamber Of Commerce

ByLaws

St. Margaret's Bay Chamber of Commerce
February 5, 2007

Approved at Annual General Meeting held on
February 12, 2007.

INDEX

ARTICLE I - DEFINITIONS
ARTICLE II - NAME AND OBJECTIVES
ARTICLE III - HEAD OFFICE
ARTICLE IV - MEMBERSHIP
ARTICLE V - DUES AND ASSESSMENTS
ARTICLE VI - OFFICERS AND BOARD OF DIRECTORS
ARTICLE VII - NOMINATIONS
ARTICLE VIII - ELECTION OF OFFICERS AND BOARD OF DIRECTORS
ARTICLE IX - RULES OF ORDER
ARTICLE X - DUTIES OF EXECUTIVE COMMITTEE
ARTICLE XI - MEETINGS
ARTICLE XII - VOTING RIGHTS
ARTICLE XIII - BY-LAWS
ARTICLE XIV - FISCAL YEAR
ARTICLE XV - AUDITORS

ARTICLE I - DEFINITIONS

Section 1 "Act" means the Boards of Trade Act, R.S. 1985, c.B-6.

Section 2 "Board" or "Board of Directors" shall be understood to mean the Board of Directors of the St. Margaret's Bay Chamber of Commerce.

Section 3 "Chamber" shall be understood to mean the St. Margaret's Bay Chamber of Commerce.

Section 4 "District" shall be understood to mean that area within and for which this Chamber was established.

Section 5 "Executive" or "Executive Committee" shall be understood to mean the committee of officers of the St. Margaret's Bay Chamber of Commerce.

Section 6 "Member" shall be understood to mean a member of the St. Margaret's Bay Chamber of Commerce as defined in Article IV of the by-laws.

Section 7 "Organization" shall be understood to mean any sole proprietorship, association, corporation, partnership, society or estate, directly or indirectly engaged or interested in trade, commerce or the economic and social welfare of the district.

ARTICLE II - NAME AND OBJECTIVES

Section 1 The name of this organization shall be the St. Margaret's Bay Chamber of Commerce.

Section 2 The objectives of the St. Margaret's Bay Chamber of Commerce shall be to promote and improve trade and commerce, and the economic, civic and social welfare of the district.

Section 3 The usual place of meeting of the St. Margaret's Bay Chamber of Commerce shall be in the community of St. Margaret's Bay.

Section 4 The St. Margaret's Bay Chamber of Commerce shall be non-sectional and non-sectarian and shall not lend its support to any candidate for public office, and shall be governed by the Board of Directors as herein constituted.

ARTICLE III - HEAD OFFICE

Section 1 The Head Office of the St. Margaret's Bay Chamber of Commerce shall be at such place in the community of St. Margaret's Bay as the Board of Directors from time to time may determine.

ARTICLE IV - MEMBERSHIP

Section 1 Every reputable person, directly or indirectly engaged or interested in trade, commerce or the economic and social welfare of the district, shall be eligible for membership in the St. Margaret's Bay Chamber of Commerce, and such person shall subscribe to the values, objects, and mission of the Chamber.

Section 2 Every sole proprietorship, association, corporation, partnership, society or estate, directly or indirectly engaged or interested in trade, commerce or the economic and social welfare of the district, shall be eligible for membership in the St. Margaret's Bay Chamber of Commerce, and such aforementioned organization shall subscribe to the values, objects, and mission of the Chamber.

Section 3 At any meeting of the Board of Directors, or any general meeting of the Chamber of Commerce, a Board member in good standing may propose any eligible person or organization as a candidate for membership in the Chamber, providing such candidate shall undertake, if admitted, to be governed by the by-laws of the Chamber.
Section 4 If such a proposal is carried by a majority vote of the members of the Board of Directors present at the meeting, such candidate shall thenceforth be a member of the St. Margaret's Bay Chamber of Commerce, and shall have all rights and be subject to all obligations of the other members.

Section 5 Membership shall continue from the time of admittance until a member has resigned in accordance with the provisions of these by-laws or has been removed from the roll of members by action of the Board of Directors.

Section 6 Any member of the Chamber who intends to resign their membership may do so, at any time, upon giving the secretary notice in writing of such intention, and upon discharging any lawful liability, which is standing upon the books of the Chamber against them at the time of such notice.

Section 7 Persons who have distinguished themselves by some meritorious or community service may be elected Honorary Members by a majority vote of the Board of Directors. Privileges of Honorary Membership shall include all the privileges of active membership, and shall be conferred upon the individual and not the organization they represent.

Section 8 Any member of the Chamber of Commerce may be expelled by a two-thirds vote of the Board of Directors at a meeting of the Board where two weeks notice of motion has been provided to both the Board and the member in question. Upon expulsion of a member, the member shall forfeit any fees paid for the current year of membership.

ARTICLE V - DUES AND ASSESSMENTS

Section 1 The amount of annual dues, payable by members of the Chamber of Commerce, shall be determined annually by the Board of Directors.

Section 2 The date on which annual dues are payable by members of the Chamber of Commerce shall be determined annually by the Board of Directors.

Section 3 New members joining the Chamber of Commerce are responsible for paying a prorated portion of the membership fees due for their initial year of membership. The Board shall determine the calculation by which the prorated portion is determined.

Section 4 Other assessments may be levied against all members of the Chamber of Commerce provided they are recommended by the Board of Directors and are approved by a majority of the members present at a general meeting of the Chamber. The notice calling such a general meeting shall state the nature of the proposed assessment.

Section 5 The Board of Directors may remove from the roll of members the name of any member who fails to pay their annual dues within thirty (30) days of their admission, or of any other member who fails to pay such dues within three (3) months of the date on which they fall due. Upon such action by the Board, all privileges of membership shall be forfeited. The Board shall notify the member in writing that their membership has been forfeited.

ARTICLE VI - OFFICERS AND BOARD OF DIRECTORS

Section 1 Every member of the Chamber of Commerce, who is a member in good standing with the Chamber of Commerce, shall be eligible to be elected to the Board of Directors, except members in the following categories:
(i) Members who neither reside within the district nor operate an organization (as defined in Article V, Section 4) within the district;
(ii) Honorary members; and
(iii) Spouse of current Board member
(iv) members of an organization who already have an elected member of the Board under one membership

Section 2 The Executive Committee of the Board of Directors shall be:
(i) The President of the Board;
(ii) The First Vice-President of the Board;
(iii) The Second Vice-President of the Board;
(iv) The Treasurer of the Board; and
(v) The Secretary of the Board

Section 3 The Board of Directors shall be comprised of
(i) The Executive Committee, as detailed in Section 2, and;
(ii) At least eight Directors at-large to be drawn from the membership of the Chamber of Commerce and elected according to the process laid out in the by-laws.

Section 4 The Board of Directors shall be elected from among the members of the Chamber each year at the annual general meeting by ballot. They shall remain in office for one year or until their successors shall be appointed, but no such Executive Committee member, with the exception of the Secretary and Treasurer, shall hold the same office for more than two years in succession.



Section 5 The Board shall have the general power of administration. It may make or authorize petitions or representations to the Government or Parliament of Canada, the Government or Legislature of the Province of Nova Scotia, and Municipal Government in the area it serves, any commissions or committees deemed necessary by a vote of the majority of members present at any Board meeting.

Section 6 Any seven or more members of the Board of Directors lawfully met shall be a quorum and a majority of such quorum may do all things within the power of the Board.

Section 7 The council shall frame such by-laws, rules and regulations as appear to it, best adapted to promote the welfare of the Chamber, and shall submit them for adoption at a general meeting of the Chamber called for that purpose.

Section 8 The Boards or at its request, the President, may appoint committees or designate members of the Board or the Chamber to examine, consider and report upon any matter or take such action as the Board may request.

Section 9 Where a member of the Board of Directors dies or resigns from office, or is absent from three consecutive meetings of the Board of Directors, the Board may, at any meeting thereof, elect a member to the Board to replace the Board member who had died, resigned or is absent.

Section 10 Any member of the Board may be suspended or terminated from office at any meeting of the Board if, in the opinion of the Board, there is just cause for the suspension or termination of the member. Notice of a motion to suspend or terminate a Board member shall be filed with the Board at least ten days in advance of such meeting and by a resolution being passed by a majority vote of those in attendance at the meeting of the Board. The Board member shall be at liberty to appeal the decision of the council directly to the membership at the next meeting.

Section 11 Officers of the Chamber of Commerce shall receive no remuneration for services rendered, but the Board may grant any of these said Officers reasonable expense monies.

Section 12 Any member of the Board of Directors (including the Executive Committee) who runs for public office shall resign from their position on the Board once they publicly declare their intentions. Public office is defined as municipal, provincial or federal office. Such member is eligible for re-instatement of their position if he or she is not successful in their bid for public office by way of the Board/Executive voting to re-instate such candidate and a majority of the Board/Executive voting in favor of the re-instatement.

Also, if such candidate is successful in their bid for public office, such candidate is eligible for re-election to the Board after allowing one full year to expire upon completion of their term in public office, or one full year upon completion of their election campaign for public office if they are unsuccessful and the Board/Executive does not vote in favor of re-instatement.

Section 13 The Board of Directors shall, in addition to the powers hereby expressly conferred on it, have such powers as are assigned to it by any by-law of the Chamber provided, however, that such powers are not inconsistent with the provisions of the Boards of Trade Act.

ARTICLE VII - NOMINATIONS

Section 1 The President shall, one month prior to the annual meeting, appoint a Nominating Committee. The committee shall consist of the Immediate Past President as the Nominating Committee Chair, the current Chamber President, the current First Vice-President and the current Second Vice-President.

Section 2 The said committee shall submit to the secretary, two weeks prior to the annual meeting, the names of their recommendations for the positions of President, First Vice-President, Second Vice-President, Secretary and Treasurer, and for the (minimum) eight additional Directors. The membership will then be notified, at least one week in advance of the annual meeting, of the nominating committee recommendations, and also invite the membership to submit their own nominations for the Board.

Section 3 Should there be nominations other than the slate recommended by the nominating committee, an election of all proposed incoming Director candidates shall take place at the annual general meeting by ballot or show of hands. In the event of an election:

a. Each member shall be entitled to one vote; and
b. A majority of those who are eligible and are present at such meeting are competent to do and perform all acts that, either under the Act or under these by-laws, are or shall be directed to be done at a meeting.

ARTICLE VIII - ELECTION OF OFFICERS AND BOARD OF DIRECTORS

Section 1 The President, First Vice-President, Second Vice-President, Treasurer, Secretary, and newly elected Directors of the Board shall, before assuming office or as soon thereafter as is possible, take and subscribe before any commissioner of oaths, notary public, or justice of the peace, an affirmation in the following form:

"I affirm that I will faithfully and truly perform my duty as ________ of the St. Margaret's Bay Chamber of Commerce, and that I will, in all matters connected with the discharge of such duty do all things, and such things only, as I shall truly and conscientiously believe to be adapted to promote the objects for which the said Chamber was constituted according to the true intent and meaning of the same.

ARTICLE IX - RULES OF ORDER

The St Margaret's Bay Chamber of Commerce will follow the Bourinot's Rules of Order in conducting the affairs of the Chamber pursuant to Article XII- Procedures, Section 51 of the Sample Bylaws (June 1993) of The Canadian Chamber of Commerce.
For more information: See Bourinot's Rules at: www.trentradio.ca/governance/bourinots.pdf

ARTICLE X - DUTIES OF EXECUTIVE COMMITTEE

Section 1 President
a. Acts as the chief spokesperson of the organization, or may delegate this responsibility to another;
b. Chairs Board of Directors and Executive meetings and regulates the order of business at such meetings;
c. Communicates what he/she believes to be concerns of the Chamber;
d. In conjunction with the secretary, signs all papers and documents requiring signature on behalf of the Chamber, unless another individual is designated the authority by the Board;
e. Calls all Board and Executive Committee meetings;
f. Delivers Board of Directors report to the membership at the annual meeting;
g. Serves, by virtue of position, as member of all standing committees, advisory groups, task forces and other committees of the Chamber;
h. Represents the Chamber at such functions as he/she may be able to attend including such meetings as recommended by the Board of Directors; and
i. Has such other powers and duties as are assigned by the Board or as are reserved for this office in accordance with the policies and procedures of the Chamber that are consistent with these by-laws.

Vice-President
a. Assumes the duties of the President when he/she is unable to fulfill their duties as President; and
b. Co-chairs the annual general meeting in conjunction with the President

Treasurer
a. Has charge of all funds of the Chamber and shall deposit, or cause to be deposited, said funds in a chartered bank selected by the Board;
b. Pays amounts approved by the Board and shall keep a regular account of the income and expenditures of the Chamber;
c. Provides input in the preparation of the Chamber's annual budget;
d. Signs all notes, drafts and cheques with the President; and
e. Oversees the financial affairs of the organization and ensures the goals the goals and objectives of the Board are implemented

Secretary
a. Responsible for keeping the books of the Chamber;
b. Conducts the Chamber's correspondence and retains copies of all official documentation; and
c. Maintains an accurate record of the proceedings (minutes) of the Chamber and of the Board of Directors.

ARTICLE XI - MEETINGS

Section 1  The annual general meeting of the Chamber of Commerce shall be held within the first 90 days of each new fiscal year at a time and place to be determined by the Board of Directors. At least two weeks' notice of the annual general meeting shall be given to the membership.

Section 2  General meetings or special general meetings of the Chamber may be held at anytime when summoned by the President, or when requested by any six members of the Board of Directors, or any ten members of the Chamber of Commerce. At least one week notice of such meetings shall be given to the Chamber membership.

Section 3  The Board shall meet monthly to carry on the business of the Chamber except when otherwise resolved by the Board. The meetings of the Board shall be open to all members of the Chamber, who may attend but shall take no part in any of the proceedings unless requested to do so by the Board.

Section 4  Notice of all meetings, naming the time and place of assembly, shall be given by the secretary. A notice inserted in one or more of the newspapers published within the district shall constitute sufficient notice. A circular letter signed by the President, or a printed flyer, mailed to the last know address of each members shall also constitute sufficient notice. The accidental omission to give notice of any meeting or the non receipt of the notice by any member does not invalidate anything done at the meeting.

Section 5 At any annual or special general meeting of the Chamber, fifteen members shall be a quorum and, unless otherwise specifically provided, a majority of members present shall be competent to do and perform all acts which are, or shall be, directed to be done at any such meeting.

Section 6 Minutes of the proceedings of all Chamber and Board meetings shall be entered in books to be kept for that purpose by the Secretary.

Section 7 The entry of such minutes shall be signed by the person who presides at the meeting at which they are adopted, or at the request of the President, the Secretary may sign the minutes.

Section 8 All books of the Chamber shall be opened at all reasonable hours to any member of the Chamber, free of charge.

Section 9 In the absence of the President, and Vice-President, the meeting will appoint a Chair to act temporarily.

ARTICLE XII - VOTING RIGHTS

Section 1 Every member in good standing represented at any general meeting shall be entitled to one vote provided that the vote of a proprietorship, association, corporation, partnership or society member shall, in each such case, be assigned to individuals.

Section 2  Voting at any Chamber or Board meeting shall normally be by a show of hands or, if requested by the Chair, by any other means necessary to determine the number of votes for said purposes.

Section 3 Motions or amendments shall be carried at any Chamber or Board meeting by a majority vote unless otherwise stipulated in these by-laws.

ARTICLE XIII - BY-LAWS

Section 1 These by-laws may be amended or repealed by a majority vote of the members present at any annual or specific general meeting of the Chamber, provided that notice of any proposed change shall have been mailed to the last known address of every member of the Chamber at least ten days in advance of such meeting.

Section 2 These by-laws shall be binding on members of the Chamber of Commerce, its Board of Directors, and all persons lawfully under its control.

Section 3 The adoption of these by-laws hereby repeals any and all former by-laws.

ARTICLE XIV - FISCAL YEAR

Section 1 The fiscal year of the Chamber shall commence on the first day of January in each new year.

ARTICLE XV - AUDITORS

Section 1 Financial Audits shall not be considered unless, a majority, of the General Membership deem it necessary to conduct an audit of the books at the end of any particular fiscal period. In the event of a Financial Audit, the audited financial statements shall be presented at or following the annual meeting. The Auditor may attend the annual general meeting and answer questions and inquiries concerning the financial statements of the Chamber and the Auditor’s opinion of the Statement as detailed in the Auditor’s report.

Revisions:

May 14, 2007 - Addition of Article IX, Rules of Order (approval and acceptance of Bourinot's Rules of Order in conducting the affairs of The Chamber).
December 8, 2008 - Amendments to Article VI – Section 12 – Members running for Public Office – Re-instatement.
December 8, 2008 – Amendments to Article XV – Section 1 – Audits of the Chamber’s books.
January 12, 2009 – Amendments to Article XV – Section 1 – Audits of the Chamber’s books.
June 8, 2009 - Ammendment to Article VI - Section 1 -Officers and Board of Directors