Article I – Name and Objectives
Section 1: The name of this organization shall be “Chambre de Commerce Alexandria and District Chamber of Commerce”.
Section 2: The objectives of the Chambre de Commerce Alexandria and District 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 shall be in the Town of Alexandria, in the province of Ontario.
Section4: Chambre de Commerce Alexandria and District Chamber of Commerce shall be a non-sectional nonsectarian organization and shall not lend its support to any candidate for public office.
Article II – Interpretation
Section 5: Where the word “Chamber” occurs in these by-laws, they shall be understood to mean “Chambre de Commerce Alexandria and District Chamber of Commerce” as a body.
Section 6: Where the word “Board” occurs in these by-laws, they shall be understood to mean “The Board of Directors of the Chambre de Commerce Alexandria and District Chamber of Commerce.
Section 7: Where the word “District” occurs in these by-laws, it shall mean that area, within and for which the Chamber was established, as defined in the Certificate of Registration under the Boards of Trade Act (R.S.c.12.s1.)
Section 8: Where the singular person is used, it shall include the plural.
Section 9: Where the masculine gender is used, it shall include the feminine.
Article III – Membership
Section 10: Any reputable person, directly or indirectly engaged or interest in trade, commerce or the economic and social welfare of the District, shall be eligible for membership in the Chamber.
Section 11: Associations, Corporations, Societies, Partnerships or Estates, directly or indirectly engaged or interested in trade, commerce or the economic and social welfare of the District may become members of the Chamber.
Section 12: A member in good standing is a member who completed membership forms and paid dues within the current calendar year.
Section 13: 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 14: Any member of the Chamber, who intends to retire therefore or to resign his membership, may do so, at any time.
Section 15: The Board of Directors may remove from the roll of members the name of any newly enrolled member failing to pay his annual dues within (30) thirty days of his admission, or of any other member who fails to pay such dues within (3) three months of the date they are due. Upon such action by the Board of Directors, all privileges of membership shall be forfeited.
Section 16: Persons who have distinguished themselves by some meritorious or public service may be elected Honorary Members by a majority vote of the Chamber. Such recognition shall be for a term of one year and may be repeated. Honorary membership shall include all privileges of active membership exception that of holding office, with the exemption from payment of annual dues.
Section 17: Any member of the Chamber may be expelled by a two-thirds majority vote of the Board of Directors.
Article IV – Dues and Assessments
Section 18: The Board of Directors shall determine the annual dues payable by the members of the Chamber annually.
Section 19: Other assessments may be levied against all members, provided they are recommended by the Board of Directors and approved by a majority of the members present at a general meeting of the Chamber. The notice calling such general meeting shall state the nature of the proposed assessment.
Article V – Officers and Board of Directors
Section 20: The officers shall be a President, Past President, (ex-officio for 1 yr.) Vice-President, Secretary and a Treasurer, who together with (7) other members, shall be elected from among the members each year at the annual general meeting by ballot and shall form the Board of Directors.
Section 21: The Board of Directors will remain in office for one year or until their successors are appointed.
Section 22: Every attempt will be made to stagger appointments of officers of the Board of Directors to ensure continuity of business.
Section 23 Terms of Office will be no more than (2) two – (3) three year terms up to a maximum of (6) six years.
Section 24: Where an officer of the Board of Directors has died or resigns or is absent without notice for three consecutive meetings, the Board of Directors has the option to elect a member to replace the member.
Section 25: Any Officer of the Board of Directors or member may be suspended or terminated from his/her office if in the opinion of Board of Directors they have been found to be negligent in the performance of duties, providing however, said person has the option to appeal the decision of Board of Directors directly to the Membership at the next Annual General Meeting.
Section 26: The Board of Directors shall have the general power of administration. It may make an authorized petition or representation to the government or Parliament of Canada, the Government or Legislature of the Province, or others, as it may determine or as may be required by vote of a majority of members present at any general meeting.
Section 27: 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 Board of Trade Act.
Section 28: Any five (5) or more members of the Board of Directors, at a meeting lawfully called, shall be a quorum and a majority of such quorum may do all things with the powers of the Board of Directors.
Section 29: The Board of Directors may 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 30: The Board of Directors, or at his request, the President, may appoint committees or designate members of the Board of Directors, the Chamber or others, to examine, consider and report upon any matter or take such action as the Board of Directors may request.
Section 31: No paid employee of the Chamber shall be a member of the Board of Directors or Executive committee. Officers of the Chamber shall receive no remuneration for services rendered, but the Board of Directors may grant any of these said officers reasonable expense monies.
Section 32: The meeting of the Board of Directors shall be open to all members of the Chamber, who may attend but who may not vote.
Section 33: No Public pronouncement in the name of the Chamber may be made unless authorized by the Board of Directors or by some person to whom the Board of Directors has delegated this authority.
Section 34: a) The President shall preside over all meetings of the Chamber and Board of Directors. The President shall regulate the order of business at such meetings, receive and put lawful motions and communicate to the meeting what he may think concerns the Chamber. The President shall, with the Secretary sign all papers and documents requiring signature on behalf of the Chamber, unless someone else is designated by the Board of Directors. It shall be the duty of the President to present a general report of the activities of the year at the Annual General Meeting.
b) The Vice-President shall act in the absence of the President and in the absence of both of these officers; the meeting shall appoint a Chairman to act temporarily.
c) The Treasurer, shall have charge of all funds of the Chamber and shall deposit or cause to be deposited in a financial institution selected by the Board of Directors. Funds will be disbursed as approved by the Board and a regular income and expenditures report will be presented to the Board of Directors and at the Annual General Meeting.
d) The President will approve and sign all notes, drafts and cheques. Investment of funds may be directed from time to time by a majority vote of the Board of Directors.
e) The Secretary shall be the executive officer of the Chamber and shall be responsible to the Board of Directors for the general control and management of the Chambers’ business affairs. He shall be responsible for keeping the books of the Chamber, conducting its correspondence, retaining copies of all official documents and shall perform all such other duties as properly pertain to office. The Secretary with the President shall sign all documents and papers and control custody of same. The Secretary shall maintain accurate minutes of all meetings of the Board of Directors. Upon expiration of the Secretaries mandate all property and papers pertaining to the Chamber must be delivered to the President.
Article VI – Meetings
Section 35: The Annual General Meeting of the Chamber shall be held within 5 months of year end at a time and place determined by the Board of Directors. At least two weeks notice will be given by Board of Directors, to members.
Section 36: The Board of Directors shall meet from time to time at least (8) eight times per calendar year or as may be deemed necessary to carry on the business of the Chamber.
Section 37: Special general meetings of the Chamber may be held at any time when summoned by the President or requested in writing by any three members of the Board of Directors, or any ten members of the Chamber. At least one day’s notice of such meetings shall be given.
Section 38: At any Annual or General Meeting, 13 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 39: Minutes of all proceedings of all General and Board of Directors meetings shall be kept by the Secretary.
Section 40: The entry of such minutes shall be signed by the person who presides at the meeting at which they are adopted.
Section 41: All books of the Chamber shall be opened at all reasonable hours to any member of the Chamber, free of charge.
Article VII – Voting Rights
Section 42: Every member in good standing represented at any general meeting shall be entitled to one vote provided that the vote of an Association, Corporation Society, Partnership or Estate member shall in each such case be assigned to individuals.
Section 43: Voting at Board of Directors or General meeting shall normally be by a show of hands or, if requested by the chairman, by a standing vote. A roll call vote shall be taken, if requested by five members provided such request received approval of two-thirds of the members assembled.
Section 44: The presiding officer shall vote only in case of a tie. Upon an appeal being made from a decision of the presiding office, the vote of the majority shall decide.
Section 45: Modern By-laws allow the option for Board Members to meet electronically and set resolution via email. The Chairman can email the proposed resolution and Board members can vote electronically. Sufficient votes are required to meet quorum. A timeline for the Board members to vote electronically depends on the urgency of the issue; there is therefore no specific set time frame in which quorum is constituted.
Section 46: Motions or amendments shall be carried at any Board of Directors or General meeting by a majority vote unless otherwise provided in these by-laws.
Article VIII – By-Laws
Section 47: By-laws may be made, replaced or amended by a majority of two thirds of the members assembled at any general meeting notice of such proposal having been given in writing by one member and seconded by another at a previous General meeting and duly entered as minutes of the Chamber.
Article I X – Affiliation
Section 48: The Chamber, at the discretion of the Board of Directors, shall have power to affiliate with the Canadian Chamber of Commerce, the provincial or regional Chamber, or any other organizations in which membership may be in the interests of the Chamber.
Article X – Fiscal Year
Section 49: The fiscal year of the Chamber shall commerce on the first day of January in each year.
Article X I – Auditors
Section 50: A financial statement shall be presented by the Treasurer at each annual meeting and at any other time required by the Board of Directors. A financial audit of the books shall be made if deemed necessary by the Board or at the request of a majority of members.
Article XII – Procedures
Section 51: Parliamentary procedure shall be followed at all General and Board of Directors meetings in accordance with Robert’s Rules of Order.