By-Laws of the Sydney and Area Chamber of Commerce

Adopted at a General Meeting of the Chamber held the 16th day of June, 1969 and amended on the 18th day of April, the 25th day of May, 1988,  the 27 day of May, 2008, and further amended on the 2nd day of April, 2012 and on the 4th day of March, 2013

Article 1 – Name and Objectives:

1.01 The organization shall be called the Sydney and Area Chamber of Commerce.

1.02 The objectives of the Chamber shall be to promote the civic, economic and social welfare of Sydney and Area – in particular, the communities that encompass the Cape Breton Regional Municipality.

1.03 The head office of the Chamber shall be in the Cape Breton Regional Municipality, in the County of Cape Breton, Province of Nova Scotia.

1.04 The Sydney and Area Chamber of Commerce shall be non-sectional and non-sectarian and shall not lend its support to any candidate for public office.

Article 2 – Interpretation:

2.01 The “Sydney and Area Chamber of Commerce” encompasses the communities that comprise the Cape Breton Regional Municipality, including Sydney, Glace Bay, New Waterford, North Sydney, Sydney Mines, Dominion, Louisbourg, and all areas within the boundaries of the Regional Municipality.

2.02 Wherever the word “Chamber” occurs, it shall be understood to mean the Sydney and Area Chamber of Commerce.

2.03 Wherever the word “CBRM” occurs, it shall be understood to mean the Cape Breton Regional Municipality.

2.04 Wherever the word “Council” occurs, it shall be understood to mean the Council of the Sydney and Area Chamber of Commerce.

2.05 Wherever the word “Board” occurs, it shall be understood to mean the Board of Directors of the Council of the Sydney and Area Chamber of Commerce.

2.06 Wherever the word “District” occurs, it shall be understood to mean that area, within and for which this chamber was established, as defined in the Certificate of Registration under the Boards of Trade Act (R.S., c. B-8, s.1).

Article 3 – Membership:

3.01 Any person who subscribes to the purpose and mission of the Chamber of Commerce shall be eligible for membership.

3.02 Any eligible person, upon application for membership and after payment of the annual and any other prescribed fees, shall become a member.

3.03 Associations, corporations, societies, partnerships, or estates, directly or in-directly engaged or interested in trade, commerce, or the economic and social welfare of the District may become members of the Chamber.

3.04 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 role of members by action of the Council.

3.05 Any member of the Chamber, who intends to retire therefrom or to resign his/her membership, may do so at any time, upon giving the secretary ten (10) days notice in writing of such intention, and upon discharging any lawful liability which is standing on the Books of the Chamber against him/her at the time of such notice.

3.06 The Council may remove from the roll of members the name of any member failing 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 they fall due. Upon such action by Council, all privileges of membership shall be forfeited.

3.07 Persons who have distinguished themselves by some meritorious or public service may be elected Honorary Members by a majority vote at the annual general meeting. Such recognition shall be for a term of one (1) year and may be repeated. Honorary membership shall include all privileges of active membership except that of holding office, with theexception of payment of annual dues.

3.08 Any member of the Chamber who is deemed not to subscribe to the purpose and mission of the Chamber may be expelled by a 2/3 vote of Council.

Article 4 – Dues and Assessments:

4.01 The Annual Dues payable by members of the Chamber shall be determined annually by the Board of Directors, and approved by Council.

4.02 Annual Dues are to be paid for the calendar year within thirty (30) days after receipt of the billing.

4.03 Other assessments may be levied against all members provided they are approved by the Board and Council.

Article 5 – Directors and Councillors:

5.01 All active members shall be eligible to hold office as Directors or Councillors except: (a)any person who is a full or part-time employee of the Board; and (b) a member of Council who, during the year immediately preceding his/her nomination, has failed to attend at least 40% of the regular meetings of Council for which he/she was eligible, without just cause.

5.02 The Board of Directors shall consist of a President, an Executive Vice-President, three (3) Vice-Presidents, a Secretary, a Treasurer, and the Past President. The Board of Directors shall have the right to invite the chairperson of a Chamber committee to join the Board if they deem it appropriate, whether for a single meeting or on an ongoing basis, depending upon the nature of the work of the committee.

5.03 The Board shall include any appointed Executive Director who shall be an ex-officio member.

5.04 The Board shall direct the day-to-day business of the Chamber, provided that any major decisions reached or actions taken are reported to the next Council meeting.

5.05 The Council of the Chamber shall consist of no fewer than 11 elected members, and no more than 40 elected members, and each shall serve for one-year terms, which the Board can recommend for renewal each year. Council may appoint to its numbers additional members in any one year. Such appointments shall expire at the next Annual Meeting following their appointment. The Immediate Past President shall be a member of Council as well.

5.06 Where a member of Council dies or resigns his office or is absent from three (3) consecutive meetings of the Council, the Council may at any meeting thereof, elect a member of the Board to be a member of Council, in the place of the member who dies or resigns or is absent.

5.07 Any Director or Councillor may be suspended from their office or have their tenure of office terminated if, in the opinion of the council, they are grossly negligent in the performance of their duties, providing however, that any officer or council member so suspected or whose tenure of office has been terminated, shall be at liberty to appeal the decision of the council directly to the membership at the next general meeting.

5.08 At the Annual Meeting, the Board of Directors, as well as the Council shall be elected by ballot.

5.09 At the regular January meeting of the Council, a nominating committee of four (4) shall be appointed. The President, two Past Presidents, and one councilor elected from Council would normally be on this committee, along with other available past presidents of the Chamber.

5.10 Members of the Chamber will be invited to put forward nominations for the committee to consider. Effort will be made to find good representatives, representing different industry sectors and different communities of the CBRM.

5.11 The nomination committee will bring forward their recommendations for new directors and councilors and present them to the Board of Directors for their approval. The Board will then bring their recommendation to the Council and if accepted, the nomination list finally goes to the general membership at the Annual General Meeting for ratification.

5.12 At the Annual General Meeting, members can put forward other names for nomination. These nominations from the floor must have the written support of at least 10 members and the acceptance of the nominee before it will be voted upon.

5.13 Any ten (10) members desiring to do so may nominate any other member by filing with the Secretary nomination papers signed to that effect before the first day of March in any year. It is the nomination committee that makes the final recommendations to the Board, and Council then ratifies these recommendations before being taken to the AGM for final approval.

5.14 Consent to act must be obtained from all nominees prior to their nomination.

5.15 They shall remain in office for one year or until their successors shall be appointed but no Director or Councillor shall hold the same office for more than two years in succession. The retiring president shall be, ex officio, a member of the Council and the Board of Directors until the retirement of his/her successor.

5.16 All elected members of Council shall be eligible for reelection to office, but shall not hold the same office for more than two (2) consecutive years, unless approved by 2/3 of the Board of Directors.

Article 6 – Meetings:

6.01 The Annual Meeting of the Board shall be held within 90 days of the fiscal year end, at the time and place determined by the Board. At least two (2) week’s notice of the annual meeting shall be sent to the last known address of all members, either by electronic or traditional mail, depending upon the member’s preference.

6.02 A general meeting of the Chamber shall be held at least once in every year, except that no meeting shall be held in the months of July and August. At least fifteen (15) days notice of such meeting shall be given to all members of the Chamber.

6.03 Special General Meetings shall be called on the requisition of not less than ten (10) members presented to the President in writing and on notice as provided in the Board of Trade Act. To be specific, the Act stipulates that notice must be provided in writing either though a published advertisement in a newspaper published at least two days prior to the meeting, or in an electronic mailing to each member of the Chamber, signed by the secretary at least two days prior to the meeting. Some detail pertaining to the purpose of such meeting must be provided in the notice to the membership, and the President.

6.04 The President shall call Special General Meetings in accordance with the Act.

6.05 Council shall meet regularly each month at a time and place determined by Council except that no regular meeting shall be held in the months of July and August.

6.06 Meetings of Council are open to all members of the Chamber. Only members of Council may vote.

6.07 The week prior to monthly council meetings the Board of Directors should meet to address Chamber issues and prepare a report to Council for their ratification.

6.08 Minutes of the proceedings at all meetings shall be entered into books or electronically archived to be kept for that purpose by the staff of the Chamber, shall be signed by the President who presides at the meeting and shall be open at all reasonable times to any member of the Chamber. The Council minutes are to be electronically mailed to all Council members at least two days prior to the next council meeting.

6.09 At all Council meetings, there shall be a report from the Executive Director, pertaining to the direction and activities of the Chamber.

6.10 Council meetings shall consist of a formal component, during which reports and motions may be entertained, as well as an informal component, during which a general discussion about particular pertinent issues shall transpire. The informal component, directed by the Board, shall be utilized in order to provide direction with respect to policy directions or other major issues or decisions.

Article 7 – Quorums:

7.01 The quorum for any general meeting shall be twenty-five (25) members.

7.02 The quorum for any meeting of Council shall be 1/3  of Councillors, but in no case shall it be less than 5 Councillors.

7.03 The quorum for any meeting of the Board shall be 50% of Directors.

Article 8 – Management and Powers of the Board of Directors and Council:

8.01 The affairs and business of the Board shall be managed by the Board of Directors, and in particular the Board shall have the sole management of all real and personal property now or hereafter acquired by the Chamber. The Board shall report its proceedings at each regular or general meeting of the Chamber.

8.02 The Board may from time to time: (a)borrow money upon the credit of the Chamber; (b) issue, reissue, sell or pledge bonds, debentures, noted or other evidences of indebtedness or guarantee of the Chamber, whether secured or unsecured; and (c) charge, mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable property of the Board, including book debts, rights, powers, franchises and undertaking, to secure any such bonds, debentures, notes or other evidence of indebtedness or guarantee or any other present or future indebtedness or liability of the Chamber. (d) Nothing in this Section limits or restricts the borrowing of money by the Chamber on bills of exchange or promissory notes made, draw, accepted or endorsed by or on behalf of the Chamber. (e) The Chamber may from time to time delegate to such one or more of the signing officers of the Chamber as are designated by the Chamber all or any of the powers conferred on the Chamber by this Section to such extent and in such manner as the Chamber determines at the time of such delegation.

8.03 The Board may make or authorize petitions or representations 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.

8.04 The signing officers of the Chamber shall be any two (2) of the following: the President, the Executive Vice-President, any of the other Vice-Presidents, the Treasurer, or any one of the foregoing with the senior member of the staff who may be so designated. These officers in this manner shall sign and certify all documents and make all declarations required by law and perform such other duties as may be directed by the Board.

8.05 The Executive Director shall be authorized to expend monies in accordance with a budget adopted by the Board such expenditures to be ratified by the Board at its next meeting, and the budget must be ratified by the Council.

8.06 The Board may appoint a salaried staff to manage and administer the Chamber under its supervision. Subject to the Board, an Executive Director shall supervise any salaried staff, and shall have authority over the Board offices.

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

8.08 Each committee so appointed shall have one of its members designated as a Chairperson by the Board, or at his/her request, the President. Committee Chairs are to be selected from the membership of the Council, and the invitation to sit on committees is to be extended to Councillors. General members of the Chamber may be asked to sit on a committee if deemed appropriate by the Board.

8.09 The Board may invite the chair of vital committees to join the Board of Directors from time to time.

8.10 The Council may suspend any chairman from office or have his office terminated for just cause. Any committee may be terminated by the Board of Directors.

8.11 No public announcement in the name of the Chamber may be made unless authorized by the Board, the President, or by some person or persons to whom the Council has delegated this authority.

8.12 No paid employee of the Chamber shall be a member of the Council or Board of Directors. Directors of the Chamber shall receive no renumeration for services rendered, but the Board may grant any of these said Directors reasonable expense monies.

8.13 The Council shall serve in an advisory capacity to the Board, providing advice to the Board, and endorsing the direction of the Chamber. It shall receive regular reports from the Board on the work of the Chamber, and make motions as required. The Board shall seek endorsement on major decisions from the Council.

Article 9 – Directors and Duties:

9.01 It shall be the duty of the President to preside at all meetings of the Chamber, to regulate the order thereof, to receive and put lawful motions and to communicate to the Chamber such matters connected with the affairs of 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. It shall be the duty of the President to present a general report of the activities of the Chamber at the Annual General Meeting.

9.02 It shall be the duty of the Executive Vice-President to: (a) assist the President as required; (b) to preside over meetings in the absence of the President; (c) to attend any and all public functions on behalf of the Chamber generally, to carry out the duties of the President when, for whatever reason, the President is incapable of or is otherwise unable to carry out such duties.

9.03 At the first Council meeting following the Annual General Meeting, the President, Executive Vice-President and Vice-Presidents, before taking office, shall take and subscribe before the Mayor or before any Justice of the Peace an oath in the following form:

“I swear that I will faithfully and truly perform my duty as _____________________ of the 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 objectives for which said Chamber was constituted according to the true intent and meaning of the same. So help me God.”

9.04 The Secretary shall be responsible for conducting the general correspondence, retaining of official letters, preserving all official documents, and the safe custody of minutes of all general and Council Meetings. Where an Executive Director has been appointed, these duties shall be performed by the Executive Director and his/her staff, and the Secretary shall act as advisor and supervisor.

9.05 The Treasurer shall be responsible for the custody of all monies belonging to the Chamber, for the deposit of such monies in a Chartered Bank selected by Council. He/she shall report annually to the Chamber on its financial standing and at such other times as requested by the Council. The Treasurer shall serve as chair of the Finance Committee, a three-member committee of Council which is tasked with the oversight of the Chamber’s finances, and with the preparation of an annual budget, to be presented to the Board at least two months prior to the AGM. The Treasurer will also report each month on the Chamber finances, presenting statements at least every three months. Where an Executive Director has been appointed, these duties shall be performed by the Executive Director, and the Treasurer, in conjunction with the Finance Committee, shall act as financial adviser and supervisor.

Article 10 – Voting Rights:

10.01 Every member in good standing represented at any general meeting shall be entitled to one vote providing that the vote of an Association, Corporation, Society, Partnership, or an Estate member shall, in each such case, be assigned to an individual delegated by the respective organization.

10.02 Voting at Council or general meetings shall normally be by show of hands, or if requested by the Chairperson, by standing vote. A roll call vote shall be taken if requested by five (5) members providing such request received the approval of 2/3 of members assembled.

10.03 The presiding officer shall vote only in the case of a tie. Upon an appeal being made from a decision of the presiding officer, the vote of the majority shall decide.

10.04 Motions or amendments shall be carried at any Council or general meeting by a majority vote unless otherwise provided for in these by-laws.

Article 11 – Affiliation:

11.01 The Board shall have power to affiliate with the Canadian Chamber of Commerce, the Atlantic Provinces Chamber of Commerce, the Nova Scotia Chamber of Commerce, and any other organizations in which membership may be in the interest of the Chamber.

Article 12 – Fiscal Year:

12.01 The fiscal year of the Chamber shall commence on the 1st day of January in each year to the 31st day of December in the same year.

Article 13 – By-Laws:

13.01 By-laws may be made, repealed or amended by a vote of two-thirds (2/3) majority of the members of the Chamber present at any general meeting, provided that written notice of such amendment has been provided, setting out the nature of the proposed amendments. Notice of amendments shall be forwarded to all members at least seven (7) days prior to the general meeting that will discuss such amendments.

13.02 Such by-laws shall be binding on all members of the Chamber, its Directors, and all other persons lawfully under its control. They shall come into force and be acted upon only when they have been approved by Industry Canada.

13.03 Parliamentary procedure shall be followed at all general and Council meetings in accordance with “Rules of Order” by Bourinot.

Article 14 – Auditors:

14.01 Auditors shall be appointed by the members present at the Annual Meeting and they shall audit the books and accounts of the Board at least once in each year. An audited financial statement shall be presented by the Treasurer at each Annual Meeting and at any other time required by the Council.

Article 15 – Seal:

15.01 The Secretary shall have custody of the Seal of the Chamber and with the President, shall sign and seal all documents requiring such execution on behalf of the Chamber.

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