NEW WESTMINSTER CHAMBER OF COMMERCE
CONSTITUTION AND BYLAWS
Proposed Draft for Ratification at the Annual General Meeting of the New Westminster Chamber of Commerce, June 13, 2018
ARTICLE 1 – CONSTITUTION
1.01 The name of this organization shall be the New Westminster Chamber of Commerce.
1.02 The objectives of the New Westminster Chamber of Commerce shall, on behalf of its members, be:
(a) To act as a catalyst and information resource for the business community of New Westminster;
(b) To promote and improve trade and commerce and the economic, civic and social welfare within the City of New Westminster; and
(c) To support and advocate the interests of its Members in local, provincial and federal issues.
1.03 The New Westminster Chamber of Commerce shall be non-partisan, and shall not lend its support to any candidate for public office.
1.04 The usual place of meeting shall be in the City of New Westminster, in the Province of British Columbia.
ARTICLE 2 – INTERPRETATION
2.01 The headings contained in these bylaws are for ease of reference only and shall not in any way affect the construction or interpretation of these bylaws.
2.02 In these bylaws, the following terms shall have the following meanings:
“Annual General Meeting” means an annual general meeting of the Members of the New Westminster Chamber of Commerce;
“Board” means the Board of Directors of the Chamber;
“Business” means any organization (including any industry, sectorial or other business related organization), individual, corporation, firm or partnership associated with or having interested in the business or professional life of New Westminster but excluding any organization, individual, corporation firm or partnership whose purposes are largely or primarily politically partisan in nature;
“Chamber” means the New Westminster Chamber of Commerce;
“Chief Executive Officer” or “CEO” means the administrative officer for the Chamber;
“Director” means a Director of the Board of the Chamber;
“Executive Council” means the executive council of the Chamber;
“Member” means any member in good standing of the Chamber;
“Nominee” means a person or persons appointed by a Member as its representative(s) in accordance with rules established by the Board;
“Officer” means a member of the Executive Council;
“Person” includes a natural person, a body corporate, a partnership, a society, or an unincorporated association;
“Special Meeting” means a special meeting of the Members of the Chamber;
“Special Resolution” means a resolution passed at an Annual General Meeting or a Special Meeting by a majority of not less than seventy-five per cent (75%) of the votes by voting members in attendance; and
Words importing a singular include the plural or vice versa; and words importing a male person include a female person and a corporation.
ARTICLE 3 – MEMBERSHIP
3.01 Any person, directly or indirectly engaged or interested in trade, commerce, or the economic and social welfare of the City of New Westminster and subscribing to the objectives of the Chamber, shall be eligible for admission to membership of the Chamber on being accepted for membership in the manner, and upon complying with the requirements for membership, as set out in these bylaws.
3.02 Application for membership shall be submitted on the prescribed form along with the appropriate membership dues.
3.03 Application for, or transfer of, membership in the Chamber shall be accepted upon approval of the Board.
3.04 The length of membership shall be for one (1) year subject to renewal and cancellation.
3.05 There shall be the following classes of membership in the Chamber:
Member – those persons, including their Nominees, having complied with the
requirements for membership and whose annual membership fees are in good standing.
Life Member – may be conferred upon a Member who has given long and outstanding service to the Chamber. A Life Member shall have the same privileges as membership, except that of holding office with the Chamber or voting at meetings, and are exempt from payment of dues. This membership is not officially recognised unless formally endorsed by the Board.
One Year Honorary Member – may be conferred upon a citizen who gains distinction in public, business or professional affairs. A One Year Honorary Member shall have all privileges of membership, except that of holding office with the Chamber or voting at meetings, and are exempt from payment of dues. This one year membership is not officially recognised unless formally endorsed by the Board.
One Year Contra Member- The administration of the Chamber may enter into a one year contra or trade for services agreement for membership dues. This contra agreement will be recognized in the operating statements for the Chamber.
3.06 Membership in the Chamber shall be terminated and the rights and privileges of membership cancelled and forfeited upon the occurrence of any of the following events:
(a) A new Member failing to pay the annual membership fee within thirty (30) days of admission.
(b) In any case in which the Board is of the opinion that the membership of any person should be reviewed in the general interest of the Chamber, it shall give written notice of not less than ten (10) days to the Member that continuation of that Member’s membership will be considered at a meeting of the Board, specifying the time and place thereof. The Member shall be invited to attend such meeting to hear the matters of complaint and respond. The Member may be expelled from the membership of the Chamber upon a resolution for expulsion being passed by a majority vote of the Board.
(c) A Member, other than a new Member, who fails to pay annual membership fee within ninety (90) days after the date they fall due.
(d) After termination, should a terminated Member wish to be reinstated, that Member must apply for membership according to the procedures. The terminated Member must also first pay or repay all unpaid dues or indebtedness.
(e) A Member may withdraw from membership in the Chamber by giving ten (10) days’ notice in writing. A Member who withdraws after the annual membership fee has been paid, shall not be entitled to a refund.
ARTICLE 4 – DUES AND ASSESSMENTS
4.01. There shall be an annual membership fee payable by each Member except Honourary and Life Members. The Board shall determine the annual membership fee.
4.02 Other assessments may be levied against all Members, provided they are recommended by the Board and approved by a majority of Members present at a general meeting of the Chamber. The notice calling such a meeting, shall state the nature of the proposed assessment.
ARTICLE 5 – BOARD OF DIRECTORS AND EXECUTIVE
5.01 The operation of the Chamber, the direction of its affairs and the control of its property shall be vested in the Board, which shall consist of not less than eleven (11) and not more than fifteen (15) Directors all of whom shall be elected. 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 or territory, or others, as it may determine or as may be required by vote of a majority of members present at any general meeting of the Board.
5.02 The Executive Council shall consist of the President, Vice-President, Treasurer, and Secretary .
5.03 The Executive Council shall have the authority to approve such matters as are referred to it by the Board, or, as necessary, any matters of an urgent nature which may arise between meetings of the Board and in any such cases, it shall report its actions as expeditiously as possible for ratification or otherwise by the Board.
5.04 The Executive Council shall, in addition to the power hereby expressly conferred on it, have such powers as are assigned to it by any bylaw of the Chamber, provided however, that such powers are not inconsistent with the provisions of the Boards of Trade Act, R.S.C. 1985, c. B-6.
5.05 The administration and management of the Chamber shall be in charge of a salaried CEO appointed by the Board [sm2] on terms and conditions contained in an employment contract approved by a majority vote of the Board. The CEO shall have supervision and authority over the administration and personnel of the Chamber’s office. The CEO shall not be a member of the Board but will attend all Executive Council and Board Meetings as a non-voting attendee but will not be permitted to attend any in-camera meetings called by the President
5.06 The CEO shall have custody of the seal of the Chamber and is authorized to certify documents issued by the Chamber.
5.07 All staffing matters including, but not limited to, the hiring, termination, salary and benefits of the Chamber’s support staff, other than the CEO, shall be managed by the CEO and reported to the Board.
5.08 No public pronouncement regarding a position statement in the name of the Chamber may be made unless authorized by the President and/or Executive.
5.09 No paid employee of the Chamber shall be a member of the Board. Directors and Officers of the Chamber shall receive no remuneration for services rendered, but the Board may grant any of these Directors or Officers reasonable expense monies, provided that the Director or Officer receiving such remuneration abstains from voting on such matter.
ARTICLE 6 – TERMS OF OFFICE
6.01 All Directors shall be Members or Nominees in good standing of the Chamber.
6.02 Directors shall be elected annually at the Annual General Meeting of the Chamber in accordance with the following:
a) Directors who are not currently on the Board (“New Directors”), will normally be nominated to serve a two (2) year “term” subject always to an annual ratification vote at the Annual General Meeting; and
b) Directors who have served one (1) year of the two (2) year “term” (“Returning Directors”), will be re-appointed as Directors subject to a ratification vote at the Annual General Meeting.
6.03 Subject always to Article 5.01, the number of “New” and “Returning” Directors to be elected under Article 6.02 shall be determined each year by the Board.
6.04 Terms of office of incoming Directors and Officers shall commence at the first Board meeting following their election and shall continue until the end of the period for which they are elected or until their successors take office, whichever event shall occur first.
6.05 The Board shall elect by majority vote from Members elected as Directors, persons to serve on the Executive Council.
6.06 The Members of the Chamber may remove any Director or Officer before the expiration of his or her term of office upon the vote of not less than seventy-five per cent (75%) of the Members of the Chamber present at a Special General Meeting.
6.07 Directors may serve a maximum of two (2) consecutive two (2) year terms with the exceptions of:
a) Members of the Executive may seek re-election to the Board as Directors and serve up to an additional two (2) consecutive two (2) year terms and;
b) The immediate Past President may seek re-election to the Board as Director and serve
for an additional one (1)-year term
6.08 Excepting the immediate Past-President, after serving two (2) consecutive terms, a Director must cease to be elected for at least one (1) year before being eligible for re-election.
6.09 Directors absent from three (3) consecutive meetings or four (4) meetings in one (1) year, will be considered to have resigned their office, unless they have received approval of the Board otherwise. The Board may reinstate such a Member by a majority vote held by ballot.
6.10 All Officers of the Chamber must either reside or work in the City of New Westminster.
6.11 Officers/Directors are not precluded from seeking contractual work for the organization by their position as an Officer/Director; however, they must exclude themselves from voting on such contracts by abstaining at the time of the vote.
6.12 Any Officer or Director seeking public office must take a leave of absence from the Board of Directors during the campaign for such office and must tender his/her resignation as an Officer or Director if elected.
ARTICLE 7 – CHAMBER OFFICERS
7.01 Within ten (10) days of the Annual General Meeting of the Chamber, those persons who are to serve as Directors for the ensuing year shall meet and elect a President, a Vice-President, a Treasurer, and a Secretary. All of the officers so elected must be elected members of the Board. Officers shall serve as the Executive Council and shall hold office for two years.
7.02 The President shall preside at all the meetings of the Chamber and its Board. The President shall regulate the order of business at such meetings, receive and put forward lawful motions and communicate that which he/she believes are concerns of the Chamber. The President 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. It shall be the duty of the President to present a general report of the activities of the year at the Annual General Meeting of the Chamber.
7.03 The Vice-President shall assist the President and act in the absence of the President. Subject to a vote of the Board, the Vice-President normally assumes the role of President immediately following his/her term as Vice-President. In the event that the Vice-President chooses not to assume the President position, at the discretion of the Board, the President may be re‐appointed for one (1) additional year or a new President may be elected by the Board.
7.04 The CEO shall ensure that all records and documents of the Chamber are properly maintained and where appropriate, kept in the Chamber offices.
7.05 The CEO shall be responsible for all funds of the Chamber, shall render an account of funds whenever called upon to do so by the Board and shall advise the Board on all matters of the Chamber finances. The CEO shall further be responsible for ensuring that proper records are kept of the receipt and payment of Chamber funds and shall ensure the timely completion of the annual audit and the presenting of the financial statements to the Annual General Meeting of the Chamber
ARTICLE 8 – CEO
8.01 The Board shall have the power to employ a CEO for the Chamber and to prescribe and direct the duties and to fix his/her salary.
8.02 The Board shall have the power and authority to delegate such duties to the CEO as it may deem advisable from time to time and may transfer any or all clerical work, if any, of the Secretary to the CEO.
8.03 The CEO shall have the power to employ such clerical assistance as may be necessary in the conduct of the business assigned, subject always to the approval of the Executive Council and the compensation of such employees shall be fixed by the Executive Council in consultation with the CEO.
8.04 The CEO shall at all times be subject to overall authority and control of the Board and shall make reports of his/her activities at such times as the President may direct.
8.05 The CEO shall be responsible for the administration and management of the Chamber, shall cause to be kept the minutes of the proceedings of the Chamber and attend to the publication of its reports. The CEO shall perform such other functions as the Executive Council may from time to time direct.
ARTICLE 9 – ELECTIONS AND APPOINTMENTS
9.01 The Annual Election of Directors shall be held during the month of the Annual General Meeting.
9.02 Any three (3) Members in good standing, may submit nominations for the position of Director. Such nominations must be in writing, have the consent of the Member nominated, and be delivered to the attention of the Board at the Chamber’s office by February 1st of each year.
9.03 Any Member in good standing and in attendance at the Annual General Meeting is eligible to stand for election for the position of Director if his/her nomination is made and seconded by Members in good standing who are also in attendance at the Annual General Meeting.
9.04 The Board shall ensure proper conduct of elections at the Annual General Meeting.
9.05 A vacancy among the Officers or the elected Directors shall be filled by the Board for the duration of the unexpired term of such vacancy, and such appointed Director shall be deemed to be an elected Director for the purposes of these bylaws.
ARTICLE 10 –CONFLICT OF INTEREST
Every Director or Officer of the Chamber who holds any office or possesses any property whereby, whether or indirectly, duties or interests might be created in conflict with his or her duties as a Director or Officer of the Chamber shall disclose in writing to the Chair, the fact and nature of and the extent of the conflict.
ARTICLE 11- POSITION STATEMENTS OF THE CHAMBER
No Member or Director, nor any present or past employee or agent of the Chamber, shall commit the Chamber to any policy position other than those approved by the Board of Directors. The Board shall adopt such rules and regulations deemed necessary to implement such policies as long as such rules and regulations are consistent with the provisions of these Bylaws. Notwithstanding the foregoing, the Board may make policy statements and adopt policy positions relating to subjects of an important and urgent nature to the members.
ARTICLE 12- EXEMPTION FROM LIABILITY
No Director shall be liable for the acts, omissions or defaults of any other Director or for any loss, damage or expense to the Chamber through the insufficiency or deficiency of title to any property acquired for or on behalf of the Chamber, or for the insufficiency or deficiency of any security in or upon which any of the funds of the Chamber may be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous acts of any person or financial institution with whom any of the funds, securities or effects of the Chamber may be deposited, or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage or misfortune whatever which may happen in the execution of his or her duties as a Director or in relation to him/her.
ARTICLE 13 – INDEMNIFICATION
The Chamber shall indemnify a Director, or a former Director, and his or her respective heirs, executors and legal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment reasonably incurred by him/her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a member of the Board, if:
a) he or she acted honestly and in good faith with a view to the best interests of the Chamber; and
b) he or she had reasonable grounds for believing that his or her conduct was lawful in the case of a criminal or administrative action or preceding that is enforced by a monetary penalty.
ARTICLE 14 – INSURANCE
The Chamber may purchase and maintain insurance for the benefit of any member of the Board, or former member of the Board, against such liabilities and in such amounts as the Board may determine from time to time.
ARTICLE 15 – PROTECTION OF MEMBERS OF THE BOARD
Every Director in exercising his or her powers and discharging his or her duties shall act honestly and in good faith with a view to the best interests of the Chamber and shall use the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
ARTICLE 16 – MEETINGS
16.01 The Annual General Meeting of the Chamber shall normally be held within three (3) months but not later than six (6) months of the fiscal year ending at a time and place determined by the Board. At least fourteen (14) days advance notice of the Annual General Meeting, shall be conveyed to all Members of the Chamber. Written reports of the President and the CEO will be submitted to the membership at this meeting.
16.02 Upon written request of five per cent (5%) of the membership in good standing, the Executive Council shall call a Special Meeting within twenty-one (21) days.
16.03 For either a Special Meeting or an Annual General Meeting, a notice published within the City of New Westminster no later than the prescribed notice period for conveying notice in writing of such meetings to each Member, shall constitute sufficient notice.
16.04 Notice of meetings of the Members, including the Annual General Meeting, shall be in writing and shall be mailed either via facsimile, e-mail or by post to Members by the CEO at least seven (7) days before each meeting.
16.05 A quorum at any Members’ meeting, including an Annual General Meeting, shall be constituted by five per cent (5%) of the Members in good standing.
16.06 Minutes of the proceedings of any Executive Council meeting, Board meeting, Special Meeting or Annual General Meeting shall be entered in books to be kept for that purpose.
16.07 The Board shall meet not less than six (6) times annually.
16.08 Notice of Board Meetings shall be in writing and mailed either via facsimile, e-mail or by post to the Directors at least forty-eight (48) hours before each meeting or in special or emergency situations may be given to each Director personally by giving at least twenty-four (24) hours notice as may be reasonable under the circumstances. Accidental omission to give notice to all Directors or the non-receipt of notice by any Director shall not invalidate the proceedings of any Directors’ Meeting. A quorum is always required.
16.09 A simple majority 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.
16.10 Upon written request of thirty-three per cent (33%) of the Directors in good standing, the President shall call a Board Meeting within twenty-one (21) days.
16.11 A Special Meeting of the Chamber shall be called when summoned by the President or requested in writing by any three (3) members of the Executive Council, or any ten (10) Members of the Chamber.
16.12 Notice of Special General Meetings, shall be in writing and mailed either via facsimile, e-mail or by post to Members by the CEO at least seven (7) days before each meeting.
16.13 A quorum at any Special Meeting shall be constituted by five per cent (5%) of the Members in good standing.
EXECUTIVE COUNCIL MEETINGS
16.14 The Executive Council shall meet from time to time as may be necessary to carry on the business of the Chamber.
16.15 Notice of Executive Council meetings shall be in writing and mailed either via facsimile, e-mail or by post to the Board by the CEO at least forty-eight (48) hours before each meeting
16.16 It shall be the function of the Executive Council to expedite the business of the Chamber by dealing more regularly or in depth with those issues delegated by the Board.
16.17 A simple majority of the Executive Council lawfully met, shall be a quorum and a majority of such quorum may do all things within the powers of the Executive.
COMMITTEE AND TASK FORCE MEETINGS
16.18 Committees and Task Forces of the Chamber may be established by the Board. The chair of each Committee or Task Force shall be appointed by the Board. It shall be the duty of the chair of each Committee or Task Force to take charge of all business referred and/or delegated to the Committee or Task Force by the Board, and to report thereon. A record of each Committee or Task Force proceeding shall constitute a part of the transactions of the Chamber and shall be kept among its archives.
16.19 Each Director must be a member of a Committee established by the Board.
16.20 No action or resolution of any Committee of the Chamber shall be binding upon or expressive of, the opinions or authority of the Chamber unless and until such action or resolution shall have been approved by the Board.
16.21 No Committee of the Chamber or any member thereof, shall contract any debt which in any manner or to any extent, renders the Chamber liable to the payment of any sums, unless the sum shall have been approved by the Board.
16.22 The proceedings of all meetings shall be governed by Robert’s Rules of Order.
16.23 Subject to paragraph 3.04, every Member or Nominee in good standing represented at any Annual General Meeting or Special Meeting, shall be entitled to one vote.
16.24 Voting at Board Meetings, Special Meetings or Annual General Meetings shall normally be by a show of hands or, if requested by the President, by a standing vote. A roll call or ballot vote at Board meetings shall be taken if requested by twenty-five per cent (25%) of the Directors present provided such request receives approval of sixty-six per cent (66%) of the Members assembled.
16.25 No proxy votes shall be permitted at any Executive, Board, Special, or Annual General Meeting of the Chamber.
16.26 Motions or amendments shall be carried at any Board, Executive, Special or Annual General Meeting by a majority vote unless otherwise provided in these bylaws or by any Act of Legislature or Parliament.
16.27 In the case of a tied vote, whether by a show of hands, standing vote or roll call or ballot vote, the President shall cast the deciding vote.
ARTICLE 17 – FINANCES
17.01 Funds for the operation of the Chamber shall be raised by annual dues, special assessments, voluntary contributions, grants, fees for services and fund-raising activities.
17.02 Signing authority for the Chamber in respect of monies and securities, shall be vested in any two of the President, Vice-President, Secretary, Treasurer, and CEO.
17.03 The Board, on behalf of and in the name of the Chamber, shall have the power to acquire, sell or lease real estate, or mortgage the same, incur debts or enter into contracts of any kind to further the interests of the Chamber, provided, however, that no purchase, sale or mortgage of real estate shall be made until approved by a majority of Members present and voting at a Special Meeting of the Chamber; provided, however, that notice of intention to so acquire, sell, purchase, lease, or mortgage, shall have been given to the membership in a notice calling the Special General Meeting.
17.04 The funds and property of the Chamber shall be used and applied for such purpose only as is calculated to promote the objects for which the Chamber was constituted.
17.05 The financial statements of the Chamber may be prepared, as decided by the Board, on a notice to reader, review or audit basis.
17.06 The fiscal year of the Chamber shall be January 1st to December 31st.
17.07 At an Annual General Meeting of the Members, the financial statements of the Chamber shall be submitted to the Members for approval.
17.08 The Board shall approve the annual budget for the next fiscal year on or by November 30 of each year. Upon the Board’s approval of the budget, the President and the CEO shall be empowered to carry out the provisions contained therein.
ARTICLE 18 – AUDITORS
An auditor or auditors may be appointed by the Members present at the Annual Meeting to audit the books and accounts of the Chamber.
ARTICLE 19 BORROWING POWERS
For the purpose of carrying out the business of the Chamber, the Board may authorize borrowing to a maximum of $25,000. The Chamber may borrow in excess of $25,000 subject to authorization by special resolution of the Members entitled to vote at a duly called meeting.
ARTICLE 20 – AFFILIATION
The Chamber, at the discretion of the Board, shall have the power to affiliate with the Canadian Chamber of Commerce, the British Columbia Chamber of Commerce, or any other organization in which membership may be in the interests of the Chamber.
ARTICLE 21 – OATH OF OFFICE
The members of the Board, before taking office, shall take and subscribe an oath of Office before the Mayor or acting Mayor of the City of New Westminster or any Justice of the Peace an oath of office in the following form:
I swear that I will faithfully and truly perform my duty as a Director of the New Westminster Chamber of Commerce, and that I will, in all matters connected with the discharge of that duty, do all things, and only such things, as I truly and conscientiously believe to be adapted to promote the objects for which the Board was constituted, according to the true intent and meaning of the same. So help me God.
* R.S., c. B-8, s. 14.
ARTICLE 22 – AMENDMENTS
This Constitution and bylaws may be amended or replaced by a majority vote of Members in good standing in attendance at any Annual General Meeting or Special Meeting called for that purpose, provided that any such proposed amendment shall be stated in written notice of such meeting, and such notice to be given to the membership at least ten (10) days before the meeting.
ARTICLE 23 – BOOKS AND RECORDS
All books and records of the Chamber shall be open to any Member, at the office of the Chamber during regular working hours provided that such member has first given reasonable notice to the Chair of his or her intention or desire to examine such books and records.
ARTICLE 24 – DISSOLUTION
On dissolution of the Chamber, any funds remaining shall be distributed to one or more organized educational organizations or a local unit of government or other non-profit agency as determined by the Board. In no case shall the remaining funds be distributed to members of the Chamber.