Big White Mountain Chamber of Commerce Bylaws

By-Laws 2021-01-26

THE BIG WHITE MOUNTAIN CHAMBER OF COMMERCE

Article I – Name and Objects

1.01 Name and Objects – This organization shall be known as Big White Mountain Chamber of Commerce.

1.02 Value and Objects – The objects of the Chamber shall be:

• To actively promote trade, commerce, economic social, and human welfare of the Big White Mountain

area;

• To undertake an active leadership role on behalf of members and the business community through

initiating, coordinating, and/or developing programs, events, and recommendations to be presented to

all concerned levels of government;

• To actively encourage and develop two way communication between the private and public sectors;

• To actively strengthen and expand the membership in the Chamber

1.03 Head Office – The head office and usual place of meeting of The Big White Mountain Chamber of

Commerce shall be at such a place within the Big White Mountain area as the Board of Directors may from

time to time determine.

1.04 Ethics – The Big White Mountain Chamber of Commerce shall be non-sectarian and politically non-

partisan and shall be government by a Board of Directors as here constituted.

Article II – Interpretation

2.01 – Wherever the words “the Chamber” occur in these by-laws they shall be understood to mean “The Big

White Mountain Chamber of Commerce” as a body;

2.02 – Where the words “the Board” occur in these by-laws they shall be understood to mean ”The Board of

Directors of the Big White Mountain Chamber of Commerce;”

2.03 – Wherever the word “district” occurs in these by-laws it shall mean that area within and for which this

Chamber is established as defined in the Certificate of Registration under the Boards of Trade Act.

Article III – Membership

3.01 Eligible for Membership – Every person, association, corporation, partnership, or society directly or

indirectly engaged or interested in trade, commerce, or the economic and social welfare of the Big White

Mountain area shall be eligible for membership in the Chamber. All members are encouraged to subscribe to

the values and be prepared to turn them into action by participating in Chamber events and activities.

3.02 Representatives – Each association, corporation, partnership, or society which is a member shall be

entitled to designate a representative or representatives (in accordance with such limitations established by

the Board from time to time) who shall be deemed to be members of the Chamber and who may exercise allthe rights and privileges of such membership.

3.03 Application Form – Applications for memberships shall be made on a form approved by the Board and

may be divided into such classifications as may be determined from time to time by the Board.

3.04 Approval – Applications for membership shall be granted subject to the approval of the Board.

3.05 Fees – Each application for membership shall be accompanied by the fees for the year as may be

prescribed by the Board.

3.06 Active Membership – 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.

3.07 Involuntary Termination of Membership – The Board may remove from the roll of members the name

of any member who fails to pay membership fees within three months of the date they fall due. Upon such

action by the Board, all privileges of membership shall be forfeited.

3.08 Honorary Members – Persons who have distinguished themselves by some meritorious or public

service may be appointed “Honorary Members” by a majority vote of the Board. Such recognition shall be for

such term as determined by the Board. Honorary memberships shall include all the privileges of membership

except that of holding office. Honorary members shall be exempted from the payment of membership fees.

3.09 Disciplinary Actions – Any member of the Chamber may be expelled by a two-thirds vote of the Board

provided that the Board shall have determined that:

a. Such membership is prejudicial to the best interests of the Chamber;

b. And provided that the member in question shall have had an opportunity upon thirty days’ notice from the

Board to show cause why such membership should not be terminated.

Article IV – Membership Fees and Assessments

4.01 Membership, Fees, and Assessments – The annual fees for membership in the Chamber shall be

determined annually by the Board.

4.02 Payment of Membership Fees – The membership fees shall be paid annually on January 1st of each

year. For new members, if received at another point in the year, the amount shall be paid in full and prorated

until January 1st in the following year.

4.03 Assessments – No assessments other than annual membership fees may be leveled against any

members unless they are recommended by the Board and approved by a majority of the members present at

a general meeting of the Chamber. The notice calling such general meetings shall state the nature of the

proposed assessment.

Article V – Board of Directors and Officers

5.01 Duties – The Board shall govern the affairs of the Chamber and may exercise all of the powers attributed

to it in the by-law. It may, as a group, resolve collective decisions during meetings. More specifically – the

Board shall represent and foster communication with the members; establish policies to guide and measure

the results of the organization and also shall supervise the President in the application of the resolved

policies. No public address in the name of the Chamber may be made unless authorized by the Board or by

an individual or group of individuals to whom the Board has delegated this authority.

5.02 The Board of Directors Members – The Board members individually must put the well- being and

success of the organization first. Each Board member is accountable to the Board of Directors. The Board as

a whole is accountable to the membership. The Board as a whole decides together and speaks with one voice

or not at all.

5.03 Powers – Without limiting the generality of the foregoing, the Board may:

a. Establish and determine the powers and duties of the committees, and make and terminate appointments,

and fill vacancies on committees;

b. Create new categories of membership in the Chamber and determine the qualifications for each;

c. Fix fees;

d. Use the fees, assessments, and any other funds of the Chamber including funds previously collected or

designated for a special purpose before the commencement of this by-law for the purposes of the Chamber

including for scholarships, bursaries, and the making of grants for any purpose that may tend to advance the

interests of the business;

e. Obtain insurance protecting the Chamber, the directors, committee members, and officers and employees

of the Chamber and former directors, committee members, and officers and employees of the Chamber

against liability arising out of the operations or activities of the Chamber and providing indemnity with respect

to any claims arising out of any act done or not done by a person in good faith under provisions of this by-law;

f. Take any action it considers necessary for the promotion, protection, and interest or welfare of the Chamber

and its members.

5.04 Management of Property – Subject to the by-laws of the Chamber, the Board has sole control and

management of the property of the Chamber but no real property shall be acquired, alienated, mortgaged,

charged, or disposed of without previous authorization of a majority vote at an annual or special meeting of

the Chamber.

5.05 Composition of the Board – The Board shall be composed of up to a maximum of ten (10) elected

directors (including officers).

5.06 The Officers – The officers of the Chamber shall be President, Past-President, Vice- President,

Secretary, and Treasurer. The officers shall be elected in accordance with Article 5.09 of these by-laws.

5.07 Appointing Committees or Members – The Board or at the Board’s request the President may appoint

committees or designate members of the Board or of the Chamber to examine, consider, and report upon any

matter or take such action as the Board may request.

5.08 Election of Directors – The Board shall appoint a Nominating Committee whose duty it will be to

present to the Board a list of members who they consider eligible, willing and capable of carrying on the

business of the Board for the coming term. The meeting will consider such list as duly nominated candidates

for office, but any member can add to the list the name of any eligible and willing member by nominating said

member from the floor at the time of the election. All candidates must be members in good standing for at

least three (3) months prior to the election. At the annual general meeting, the members of the Chamber,

present, or a majority of them, shall elect the directors whose term has expired.

5.09 Election of Officers – Within ten (10) days after the annual election the directors shall meet and elect a

President, Past-President, Vice-President, Secretary, and Treasurer in a secret voting process.

5.10 Term of Office –

a. The term of office for officers shall be two (2) years with each officer being eligible to serve for a further

period.

b. The term of office for elected directors of the Board that are not officers shall be one (1) year and shall end

on the day of the election of the new officers. Each director shall be eligible to serve for a further period.

c. The term of office for the Past-President ends the day of the annual election. The term of office of directors

ends the day following the day of the annual election.

5.11 Oath of the President and the Vice-President – The President and Vice-President shall before

assuming office or as soon thereafter as possible take and subscribe an oath in the following form “I swear

that I will faithfully and truly perform my duty as President/Vice- president of the Big White Mountain 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 Big

White Mountain Chamber of Commerce was constituted according to the true intent and meaning of the

same.”.

5.12 Vacancies –

a. Where a director ceases to hold office before the expiration of that person’s term, the Board may appoint an

eligible person to fill the vacancy;

b. Where an officer does not take office or a vacancy occurs in one of those offices after that person has taken

office the Board shall appoint a member in good standing to fill the vacancy;

c. A person appointed under sub-sections “a” or “b” shall hold office for the remainder of the term of the

person who is replaced.

5.13 Failure to Elect – If an election fails to elect the required number of directors, the other directors may

appoint an eligible person to be a director and a director so appointed holds office as those elected in the

election.

5.14 Ceasing to be a Director –

a. In this section “bankruptcy proceedings” means:

i. An assignment of property for the general benefit of creditors under section 49 of the Bankruptcy and

Insolvency Act or its successors;

ii. The filing in a court of a petition for a receiving order under section 43 of the Bankruptcy and Insolvency

Act or its successors;

iii. The lodging of a proposal under section 50 of the Bankruptcy and Insolvency Act or its successors;

iv. Or an application for a consolidation order under section 219 of the Bankruptcy and Insolvency Act or its

successors.

b.

i. The subject of bankruptcy proceedings;

ii. Resigns as a director;

iii. If the member represented by the director ceases to be a member in good standing.

c. The Board must by resolution declare that a director who has failed to attend three (3) consecutive

meetings or more than 50% of the meetings of the Board has now ceased to be a director and shall fill

vacancy as provided by this by-law.

d. The Board may suspend any Director from office, or have their tenure of office terminated, for cause or

gross negligence in the performance of duties. The Director suspended or terminated shall have the right to

appeal the decision.

Article VI – The Executive Committee

6.01 Functions and Powers – Between meetings of the Board a minimum of 3 members of the executive

Committee as a sub- group of the Board shall act in an advisory capacity only to make decisions on the behalf

of the Board in emergencies and shall keep a record of its proceedings and report to the Board at the next

meeting for its approval.

6.02 Composition – The Executive Committee is composed of the officers of the Chamber consisting of the

President, Past-President, Vice-President, Secretary, and Treasurer.

6.03 Quorum – A majority of the voting members of the Executive Committee constitutes a quorum.

Article VII – Duties of the Officers

7.01 The President – The President shall preside at all meetings of the Chamber, the Board, and the

Executive Committee. The President shall exercise such authority and perform such duties as the Board shall

prescribe from time to time. The President of their delegate shall serve as spokesperson for the Chamber.

7.02 The Vice-President – The Vice-President shall generally assist the President and in the absence of the

President shall preside at meetings and otherwise perform the duties of the President.

7.03 The Treasurer – The Treasurer may act and sign for the Chamber in all matters except those specifically

assigned to another officer or members or the Board.

7.04 The Secretary – The Secretary shall be responsible for the minutes of the meetings of the members,

Board, and Executive Committee. The Secretary shall be responsible for the reading of these minutes to the

members at the annual meetings unless the reading is waived. The Secretary shall be responsible for the

collection and maintenance of all documents handled by the Chamber and the Board.

7.05 The Signers – The officers authorized to sign all papers, documents, cheques as well as electronic

documents requiring signature on behalf of the Chamber shall be comprised of either two officers or one

officer and one director.

Article VIII – Annual Meeting, Special General Meetings, and Council Meetings

8.01 Annual Meeting – The annual meeting of the Chamber shall be held within two (2) months of the fiscal

year end at the time and place determined by the Board.

8.02 Special General Meeting – Special general meetings of the Chamber may be called by the President,

the Executive Committee, the Board, or upon the written request of thirty (30) members of the Chamber.

Notice of such special general meeting shall contain a statement of the purpose of the meeting and shall be

signed by the President.

8.03 Notice – Notice of annual or special general meetings naming the time and place of assembly shall be

sent to the last known e-mail address of each member at least ten (10) days prior thereto.

8.04 Accidental Omission – The accidental omission to give notice of an annual general meeting or a special

general meeting to any member of the non-receipt of the notice by any member does not invalidate anything

done at the meeting.

8.05 Quorum – Eight (8) members shall constitute a quorum at annual or special general meetings unless

otherwise specifically provided. A majority of members present shall be competent to do and perform all acts

that are or that shall be directed to be done at each meeting.

8.06 Minutes – Minutes of the proceedings of all annual and special general meetings of the Chamber and all

Board and Executive Committee meetings shall be kept and shall be signed by the Secretary and the person

who presides at the meeting at which they were adopted.

8.07 Open Meetings – Meetings of the Board shall be open to all members of the Chamber and such persons

may speak on the invitation of the President, however only voting members of the Board shall be entitled to

vote or introduce or second motions at these meetings.

Article IX – Meetings of the Board

9.01 Council Meetings – The council shall meet from time to time at least six (6) times per year as may be

necessary to carry on business of the Chamber.

9.02 Quorum – At a meeting of the Board a majority of the directors then in office constitutes a quorum.

9.03 Resolutions Without Meetings – The Board may pass a resolution without convening a regular meeting

if:

a. A copy of the resolution is delivered to all directors at least two (2) days before the resolution is to be voted

on;

b. At least seventy-five (75) per cent of the directors eligible to vote on the resolution are in favor of it.

9.04 Delivery of the Resolution – Delivery to a director of a resolution under paragraph “90.03 a” and voting

on a resolution by a director under paragraph “90.03 b” may be done by facsimile transmission, email, or any

method.

Article X - Committees

10.01 Committees – The Board shall have the power to appoint such standing or special committees as it

may deem advisable and to delegate matters to such committees with such instructions and upon such

conditions as the Board may determine.

10.02 Appointed Chairperson – The Board shall appoint a chair for each standing or special committee and

shall provide to such chair terms or reference for such committees. When requested by the Board in advance

the chair of any particular committee shall be required to attend and report on the committee’s activities.

Article XI - Fiscal Year

11.01 Fiscal Year – The fiscal year of the Chamber shall end on December 31st of each year.

Article XII – Auditors/Chartered Accountants

12.01 Appointment – At each annual meeting the members shall appoint an auditor or chartered accountant

to provide a notice to reader to review financial statements.

12.02 Auditor or Chartered Accountant’s Presence – The Board may by resolution delivered to the

auditor/chartered accountant not less than ten (10) days before a general meeting at which the financial

statements of the Chamber are to be considered or the auditor/chartered accountant is to be appointed or

removed require the attendance of the auditor/chartered accountant at the meeting at the expense of the

Chamber and the auditor/chartered accountant shall attend the meeting.

12.03 Questions – At any general meeting the auditor/chartered accountant if present shall answer enquiries

concerning the financial statements of the Chamber and the auditor/chartered accountant’s opinion of the

statements as set out in the auditor auditor/chartered accountant’s report.

12.04 Preparation of the Auditor or Chartered Accountant’s Report – The auditor shall at all times have

access to every document of the Chamber and is entitled to require from the Board, officers, and employees

of the Chamber information and explanations that the auditor considers necessary to enable the preparation

of the auditor’s report.

Article XIII – Procedure

13.01 Procedure – Parliamentary procedure where not a variance with by-laws shall be followed at all general

and Board meetings in accordance with “Roberts Rules of Order.”

Article XIV – Borrowing and Banking Authority

14.01 – Borrowing and Banking Authority – The Board of the Chamber may from time to time:

a. Borrow money upon the credit of the Chamber by obtaining loans or advances or by way of overdrafts or

otherwise.

b. Issue, sell, or pledge securities of the Chamber including bonds, debentures, debenture stocks in such

sums or at such terms and at such price as they may deem expedient.

c. without in any way limiting the powers herein conferred upon the Board give security or promises to give

security, agreements, documents, and instruments in any manner or from the Bank Act or otherwise to secure

any money borrowed or to be borrowed or any obligations or liabilities as aforesaid or otherwise of the

Chamber hereto for now or hereafter made or incurred directly or indirectly or otherwise.

14.02 Authority of Appointment – The Board shall have the authority to appoint from time to time any banks,

banking institutions, or trust companies as bankers of the Chamber.

Article XV – By-Laws

15.01 Amendment – These by-laws may be amended or repeated by an affirmative vote of two thirds of the

members present at any annual or special general meeting of the Chamber provided that notice of any

proposed change shall have been e-mailed to the last known address of every member of the Chamber at

least ten (10) days in advance of any such meeting.

15.02 Binding – These by-laws shall be binding on members of the Chamber, its officers, and all persons

lawfully under its control.

15.03 Adoption – With the adoption of these by-laws all former by-laws are hereby repealed.

Article XVI – Indemnification

16.01 Limitation of Liability – Every director and officer of the Chamber in exercising his powers and

discharging his duties shall act honestly and in good faith with a view to the best interests of the Chamber

shall exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable

circumstances and shall comply with the Act, the regulations pursuant to the Act, and the constituting

documents of the Chamber including these by-laws. Subject to the Act, no director or officer, former director,

or officer or person who acts o acted at the Chamber’s request as a Director or officer of a body corporate,

partnership, or other association of which the Chamber is or was a shareholder, partner, member, or creditor,

in the absence of any dishonesty on his part shall be liable for the acts, receipts, reflects, or defaults of any

other directors, officer, or such person or for joining in any receipt of other act for conformity or for any loss,

damage, expense happening to the Chamber through the insufficiency or deficiency of any security in or upon

which any of the monies of the Chamber are invested or for any loss or damage arising from the bankruptcy,

insolvency, or tortuous acts of any person with whom any money, securities, or effects of the Chamber shall

be deposited or for any loss occasioned by error of judgement or oversight, whether gross of otherwise on his part or for a loss, damage, or misfortune whatsoever which shall happen in the execution of the duties of his

office or in relation thereto.

16.02 Indemnity – The Chamber shall indemnify a director or officer, a former director or officer, a person

who acts or acted at the company’s request as a director or officers of a body corporate, partnership, or other

association of which the Chamber is or was a shareholder, partner, member, or creditor, and his heirs and

legal representatives against all costs, charges, and expenses including an amount paid to settle an action or

satisfy a judgement and including any income tax application to any payment made pursuant to this paragraph

16.2, reasonably incurred by him in respect of any civil, criminal, or administrative action or proceeding to

which he is made a party by reason of being or having been a director or officer of the Chamber or such body

corporate, partnership, or other association, if he acted honestly and in good faith.