VEGREVILLE AND DISTRICT
CHAMBER OF COMMERCE
(Revised April 2013)
ARTICLE I: NAME AND OBJECTIVES
1. The name of this organization shall be the Vegreville and District Chamber of Commerce.
2. The Principal Object of the Vegreville and District Chamber of Commerce is:
To build and perpetuate confidence in business enterprise to a level where, willingly and enthusiastically they risk resources to achieve economic success in Vegreville and District.
3. The usual place of meeting shall be in the Town of Vegreville.
4. The Vegreville and District Chamber of Commerce shall be non-sectional and non-secretarian and shall not lend its support to any candidate for public office.
ARTICLE II: INTERPRETATION
5. Wherever the words “The Chamber” occur in these by-laws, they shall be understood to mean “The Vegreville and District Chamber of Commerce as a body.”
6. Wherever the words “The Board” occur in these by-laws, it shall be understood to mean “The Board of the Vegreville and District Chamber of Commerce.”
7. Wherever the word “District” occurs in these by-laws, it shall 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.l.)
ARTICLE III: MEMBERSHIP
8. Any reputable person, Association, Corporation, Society, Partnership or Estate, directly or indirectly engaged or interested in trade and commerce of the District, shall be eligible for membership in the Chamber upon payment of applicable dues and assessments as provided in Article IV.
9. 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.
10. Any member of the Chamber, who intends to retire therefrom or to resign his membership, may do so at any time, upon giving to the secretary ten days notice in writing of such intention, and upon discharging any lawful liability which is standing upon the books of the Chamber against him at the time of such notice.
11. The Board may remove from the roll of members the name of any newly enrolled member failing to pay his/her annual dues within thirty days of his/her admission, or of any other member who fails to pay such dues within three months of the date on which they fall due. Upon such action by the Board, all privileges of membership shall be forfeited.
12. Any member of the Chamber may be expelled “for just cause” by a two-thirds vote of the Board, subject however, to a right of appeal of such member to the general membership at a duly convened general meeting whose decision shall be final.
13. The membership of the Chamber may be divided into such classifications as may be determined from time to time by the Board.
14. Any such member previously active in Chamber affairs and who has retired from active business or professional life shall be eligible for an appropriate class of membership.
15. A member being an association, corporation, partnership, estate or society shall designate in writing a representative or representatives (as hereafter limited) to exercise the rights and privileges of the members in the Chamber and such designation may be changed from time to time in writing.
Every member shall be entitled to one representative and additional representatives in accordance with such rules or regulations as may be established by the Chamber from time to time. Each representative so designated shall himself/herself (during the continuance of the designation and while the designating member is in good standing) be deemed to be a member for all of the purposes of the Chamber.
ARTICLE IV: DUES AND ASSESSMENTS
16. The annual dues payable by members of the Chamber shall be determined annually by the Board, subject to the approval of the annual general meeting whenever a change in the original amount is involved.
17. Other assessments may be levied against all members, provided 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.
18. The Annual Fee for each member shall be due and payable on February 28thof each year.
ARTICLE V: OFFICERS AND EXECUTIVE
19. The Officers shall be: a President, a Past President, First Vice-President, a Second Vice-President and Third Vice-President, who together with at least eight other members (hereinafter described as Directors) shall be elected from among the members each year at the annual General meeting by ballot and shall form the Board. They shall remain in office for one year or until their successors shall be appointed but no such officer or member of Board shall hold the same office for more than six years in succession.
Officers of the Board shall meet the following requirements:
a) Be at least 18 years of age; and
b) Be a Member or a Representative of a Member in good standing of the Chamber; and
c) Not be an Elected Member of any Municipal, County, Provincial, or Federal Government Legislative Body.
20. Where a member of the Board dies or resigns his/her office or is absent from three consecutive meetings of the Board, the Board may, at any meeting thereof, elect a member of the Board, in place of the member who had died or resigned, or is absent.
21. Any officer of the Board may be suspended from his/her office or have his/her tenure of office terminated if, in the opinion of the Board, he/she is grossly negligent in the performance of his/her duties, providing however, that any officer or Council member so suspended or whose tenure of office has been terminated, shall be at liberty to appeal the decision of the Board directly to the membership at the next General Meeting.
22. The Board shall have the general power of administration and may hire a responsible person (hereinafter referred to as “the Manager”) to administer the day to day affairs of the Chamber under the direction of the Board. It 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.
23. The Board 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.
24 50% of the Board, lawfully met, shall be a quorum and a majority of such quorum may do all things within the powers of the Board.
25. The Board shall frame such by-laws, rules and regulation 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.
26. The Board, or at his/her request, the President, may appoint committees or designate members of the Board, the Chamber or others, to examine, consider and report upon any matter or take such action as the Board may request.
27. The Board may suspend any chairman from office or have his/her office terminated for just cause. Any committee may be terminated by the Board.
28. No paid employee of the chamber shall be a voting member of the Board or any executive committee. Officers of the Chamber shall receive no remuneration for services rendered, but the Board may grant any of these said officers reasonable expense monies. A general meeting of the Chamber may establish such honoraria as it may deem advisable for its officers.
29. The President and Vice-Presidents, before taking office shall take and subscribe before the mayor or before any justice of the peace, or before any Commissioner for Oaths, an oath in the following form:
“I swear that I will faithfully and truly perform as ……….. of the Vegreville and District Chamber of Commerce, and that I will, in all matters connected with the discharge of my duty’s 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. So help me God”.
30. The meetings of the Board shall be open to all members of the Chamber, who may attend, but may not vote, and may participate in the proceedings upon being granted standing, by the Chair or by a majority vote of the Board.
31. No public pronouncement in the name of the Chamber may be made unless authorized by the Board or by some person to whom the Board has delegated this authority.
32. The President shall preside at all meetings of the Chamber and Board. He/She shall regulate the order of business at such meetings, receive and put lawful motions, and communicate to the Chamber what he/she may think concerns the Chamber. The President shall, with the Manager, 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 year at the annual meeting.
33. Vice-President shall act in the absence of these officers, the meeting shall appoint a chairman to act temporarily.
34. The Manager shall be responsible as if Treasurer. The Manager, under the supervision of the President, shall deposit, or cause to be deposited, the same in a chartered bank, Treasury Branch or a Credit Union, selected by the Board. Out of such funds he/she shall pay moneys authorized by the Chamber, or as directed or approved by any officer, or standing or special committee of the Chamber duly authorized by the Chamber to expend such amounts, and shall keep a regular account of the income and expenditure of the Chamber and submit an unaudited statement thereof for presentation to the annual general meeting and at any other time required by the Board. He/she shall make such investment of the funds of the Chamber as the Chamber may authorize and the Board approve. He/she shall, with the President sign all notes, drafts, and cheques.
35. The Manager shall be responsible for the day to day operations of the Chamber and shall be responsible to the Board for the general daily administration and operation of the Chamber’s business affairs. The Manager shall be responsible for keeping the books of the Chamber, for conducting its correspondence, retaining copies of official documents and shall perform all such duties as directed by the Board. The Manager shall, with the President, sign and when necessary, seal with the seal of the Chamber, of which he/she shall have custody, all papers and documents requiring signature or execution on its behalf. He/She shall maintain an accurate record of the proceedings of the Chamber and of the Board.
ARTICLE VI: STANDING COMMITTEES
36. The Board shall designate ad hoc and Standing Committees for the current membership year and shall appoint for each such committee designated a Chairman.
37. Such committees, standing or ad hoc, shall act in the best interests and within the by-laws of the Chamber and such shall be directly responsible to the Board or Chamber as specifically delegated.
ARTICLE VII: MEETINGS
38. The Annual Meeting of the Chamber shall be held in the month of January in each year at the time and place determined by the Board. At least two weeks’ notice of the Annual Meeting shall be given via newsletter, e-mail or mail.
39. Regular General Meetings of the Chamber shall be held in April and September at the time and place designated by the Board. At least one week’s notice of such meetings shall be given via newsletter, e-mail or mail.
40. 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, or any ten members of the Chamber membership. At least one day’s notice of such meetings will be given.
41. The Board shall meet from time to time (at least once a month) as may be necessary to carry on the business of the Chamber.
42. Notice of all General meetings, naming the time and place of assembly, shall be given by newsletter, e-mail or mail from General Manager. A notice inserted in one or more of the newspapers published within the district or a circular letter signed by the General Manager and mailed/e-mailed/faxed to the last known address of each member shall constitute sufficient notice.
43. At any Annual or General Meeting fifteen (15) 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.
44. Minutes of the proceedings of all General and Board meetings shall be entered in books to be kept for that purpose, by the Manager.
45. The entry of such minutes shall be signed by the person who presides at the meeting at which they are adopted.
46. All books of the Chamber shall be open for inspection at all reasonable hours by any member of the Chamber, free of charge.
ARTICLE VIII: VOTING RIGHTS
47. 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 an Estate member shall in each case be assigned to individuals subject to the provisions of these by-laws.
48. Voting at Board or General meetings 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 (5) members provided such request received approval of two-thirds of the members assembled.
49. The presiding officer shall vote only in case of a tie. Upon an appeal being made from a decision of the presiding officer, the vote of the majority shall decide.
50. Motions or amendments shall be carried at any Board, or General meeting by a majority vote unless otherwise provided in these by-laws.
51. (a) The election of officers shall be carried out at the November meeting of the Chamber.
(b) The Board shall, at its meeting in September of each year, appoint a nominating committee, consisting of five (5) members, at least two (2) of whom shall be Past Presidents of the Chamber.
(c) The Nominating Committee shall obtain the consent of sufficient members to cause an election for President and three (3) Vice-Presidents and at least eight (8) Directors for a one-year term of office and to present the slate at the November regular meeting. This slate shall be circulated to all members at least 10 days prior to the November meeting.
52. At the November meeting of the Chamber the nominating committee shall nominate one member for each position on the Board. Any number of nominations may be made from the floor by members of the Chamber with the prior consent of the nominee.
53. Officers and members of the Board elected at the meeting shall take office at the Annual General meeting in January.
ARTICLE X: BY-LAWS
54. By-laws may be made, replaced or amended by a majority of the members of the Chamber present at any General Meeting, providing notice of such making, replacement, or amendment had been given in writing by one member at a previous General Meeting and duly entered as a minute of the Chamber.
55. Such by-laws shall be binding on all members of the Chamber, its Officers and all other persons lawfully under its control. They shall come into force and be acted upon when they have been approved by the Minister of Consumer and Corporate Affairs, or such Minister as may be responsible under the Boards of Trade Act of such other Act which may be enacted in substitution thereof.
ARTICLE XI: AFFILIATION
56. The Chamber, at the discretion of the Board, shall have power to affiliate with the Canadian Chamber of Commerce, the Alberta Chambers of Commerce (provincial or regional Chambers), or any other organizations in which membership may be in the interest of the Chamber.
ARTICLE XII: FISCAL YEAR
57. The fiscal year of the Chamber shall commence on the 1st day of January in each year.
ARTICLE XIII: ACCOUNTANTS
58. Accountants shall be appointed by the Board and they shall compile the books and accounts of the Chamber at least once in each year. An unaudited financial statement shall be presented by the Accountant at each Annual Meeting and at any other time required by the Board.
ARTICLE XIV: PROCEDURE
59. Parliamentary procedure shall be followed at all General and Board meetings in accordance with “Rules of Order” by Roberts.
Approved with amendments at a duly called meeting of the membership of the Chamber the _13th_ day of __ April___________ 2013.