By-Laws & Legal

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Article I – Name and Object

Section 1.1

The name of the organization shall be the “Brockville and District Chamber of Commerce.”

Section 1.2

The object of the Brockville and District Chamber of Commerce shall be to promote and improve trade and commerce and the economic, civil and social welfare of the district.

Section 1.3
The usual place of meeting shall be in the City of Brockville.

Section 1.4

The Brockville and District Chamber of Commerce shall be non-partisan, nonsectional and non-sectarian and shall not lend its support to any candidate for public office.

Section 1.5

Objectives:

  1. To act as a spokesperson for members in order to promote the members’ interests to local, provincial and national political bodies and to the Brockville community.
  2. To provide an opportunity for members to develop better business connections within the community.
  3. To inform and educate business people and the community at large.
  4. To provide value added services to members.
  5. To provide a forum where members can have input into community affairs. 

Section 1.6

Mission Statement: Through proactive leadership in advocacy and networking, we support and grow business to build a strong economic community.

Section 2.1

Article II – Interpretation 

Whenever the words “the Chamber” occur in these by-laws, they shall be understood to mean “The Brockville and District Chamber of Commerce” as a body.

Section 2.2

Whenever the word “City” occurs in these by-laws, it shall be understood to mean “City of Brockville.”  

Section 2.3

Whenever the words “the Board” occur in these by-laws, they shall be understood to mean, “The Board of Directors of The Brockville and District Chamber of Commerce.”

Section 2.4

Whenever the word “Director” occurs in these by-laws, it shall be understood to mean an elected member of the Board.

Section 2.5

Whenever the word “District” occurs in these by-laws, it shall mean that area, within and for which this Chamber was established and defined in the Certificate of Registration under the Boards of Trade Act (Canada).

Section 2.6

Whenever the word “President” occurs in these by-laws, it shall be understood to mean “President of The Brockville and District Chamber of Commerce.”

Section 2.7

Whenever the word “mail” or variations thereof is used in these by-laws, it shall be understood to include communication by electronic mail, newspaper advertising and standard ground mail, as the Board may determine from time to time.

Section 3.1

Article III – Membership

Any reputable person directly or indirectly engaged or interested in trade, commerce or the economic and social welfare of the District shall be eligible for membership in the Chamber.

Section 3.2

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 but the voting power of such membership shall, in each case, be assigned to individuals in accordance with and as prescribed in the schedule of membership fees.

Section 3.3

Any member in good standing may propose any eligible person or organization as a candidate for becoming a member of the Chamber, providing such candidate shall undertake, if admitted, to be governed by the by-laws of the Chamber.   

Section 3.4

If such proposal is carried by a simple majority of the members of Board then present, such person or organization shall henceforth be a member of the Chamber and shall have all the rights and be subject to all the obligations of the other members.

Section 3.5

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.

Section 3.6

Any member of the Chamber, who intends to retire there from or to resign his or her membership may do so, at any time, upon giving to the Executive Director 10 days notice in writing of such intention and upon discharging any lawful liability which is standing upon the books of the Chamber against him or her at the time of such notice.

Section 3.7

The Board may remove from the roll of members the name of any new member failing to pay his or her annual dues within thirty days of his or her admission, or of any other member who fails to pay such dues within 3 months of the date they fall due. Upon such action by the Board, all privileges of membership shall be forfeited.

Section 3.8

Persons who have distinguished themselves by some meritorious or public service may be elected Honourary Members by a 2/3rd’s majority vote of the Board. Such recognition shall be for a term of 1 year and may be repeated. Honourary membership shall include all the privileges of active membership except that of holding office, with the exemption from the payment of annual dues.

Section 3.9 

Members’ Code of Conduct                        

The Brockville and District Chamber of Commerce is a non-partisan, non-sectional and non-sectarian organization governed by the Boards of Trade Act. As a Corporate/Individual member of the Brockville and District Chamber of Commerce, I/we recognize that membership is a privilege and that a membership brings with it the responsibility to assure that all members also understand and commit to the following conduct:

I/we recognize that membership is a privilege.

Accordingly, I/we shall undertake to:

  1. Conduct business and professional activities in a reputable manner so as to reflect honourably upon the Brockville and District business community and fellow members.
  2. Abide by the Bylaws of the Brockville and District Chamber of Commerce.
  3. Respect the reputation, profile and status of the Brockville and District Chamber of Commerce and represent the organization accordingly.
  4. Understand, support and promote the Chamber of Commerce to the business community.
  5. Where possible, participate in the functions and activities of the Brockville and District Chamber of Commerce and lend my/our business and professional expertise.
  6. Provide honest, skilled and conscientious service to my/our customers.
  7. Conform to all laws established by Municipal, Provincial and Federal governments for the control of said business, where applicable.

Accepting this standard as the Member’s own, every Member pledges to observe the spirit of the code in all dealings and to conduct business in accordance with the Chambers By-Laws. Failure to do so may result in the forfeiture of membership.

Section 3.10

Any member of the Chamber may be expelled by a 2/3rd’s vote of Board.

Section 4.1

Article IV – Dues and Assessments

The Board shall determine the annual dues payable by members of the Chamber annually.

Section 4.2

Other assessments may be levied against all members, providing 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 meeting shall state the nature of the proposed assessment. 

Section 5.1

Article V – Officers and Board

The Board shall consist of a minimum of 9 and up to 14 elected Directors and the Executive Director, which will include up to two members from the Young Professional Network (YPN) and the Executive Director as an ex-officio (non-voting) member. Young Professional Network (YPN) shall appoint up to two directors from the YPN board for a 2 year term of office on the Chamber Board.  Directors shall be elected by ballot each year at the Annual General Meeting from the membership for a 2 year term of office.  Additional nominations will be called for to fill positions left vacant after 1 year.

Section 5.2

Directors shall remain in office for 2 years or until their successors shall be elected. No officer, excepting the treasurer and the Corporate Secretary, shall hold the same office for more than 2 years in succession. A maximum term on the Board will be 12 years. A retiring Director may be re-elected to the Board after an absence of 1 year.

Section 5.3

Where a member of the Board dies or resigns their office or is absent from 3 consecutive meetings of the Board, the Board may, at any meeting thereof, appoint a member to be a director, in place of the member who had died, or resigned, or is absent. When a director’s occupational status changes, i.e. ceases to be employed by a member company, that Director shall submit a resignation to the Board in writing. The Board shall have the option of accepting or rejecting that resignation for the balance of that year.

Section 5.4

The President, First Vice-President, and the Treasurer shall be elected by the Board from their own numbers at their first meeting of the new fiscal year, immediately following the Annual General Meeting of members, such officers to hold office until their successors are duly elected. All Directors shall be eligible to stand for election to any office and to vote for the election of officers.

Section 5.5

Any Officer or Board member may be suspended from his or her office or have his or her tenure of office terminated, if in the opinion of the Board he or she is grossly negligent in the performance of his or her duties, providing however, that any officer or Board 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.

Section 5.6

The Board shall have the general power of administration. It may make or authorize petitions or representations to the Government of Parliament of Canada, the Government of Legislature of the Province, or others, as it may determine or as may be required by vote of the majority of members present at any general meeting.

Section 5.7

The Board shall in additional 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 (Canada).

Section 5.8

50% or more members 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.

Section 5.9

The elected members of the Board shall be elected as follows:

  1. At least 60 days before the Annual General Meeting, the Officers shall appoint a Nominating Committee consisting of 2 Executive Committee members and 2 Directors. The focus of the Nominating Committee is to ensure that the Board has board representation from the Chamber membership and that the Directors have the appropriate skills to offer informed judgment on Board policy and operations.
  2. The Nominating Committee shall prepare a slate of Directors as provided in Section 1. This shall be due to the Board at its regular meeting prior to the Annual General Meeting.
  3. The report of the Nominating Committee shall be mailed out to each member of the Chamber at least 14 days prior to the AGM accompanied by a nominating blank advising them that they may make additional nominations. Additional nominations in writing shall be received from any member in good standing for the said offices and members of the Board. Such additional nominations shall be in the hands of the Corporate Secretary no later than 3 days prior to the annual meeting. The Corporate Secretary shall report additional nominations forthwith to the Nominating Committee.
  4. Where the ballot is necessary, each member attending the Annual General Meeting shall be provided with a ballot for the purpose of voting for the positions that require balloting.
  5. The Nominating Committee shall cause the ballots to be counted and the nominees for the various offices and Board positions receiving the highest number of ballots shall be declared elected.
  6. Board members so elected shall take office on the date of the Annual General Meeting each and every year.

Section 5.10

  1. Advance Poll.  Prior to a vote being taken on any motion, which has been circulated prior to a Board meeting, any Director who knowingly will not be in attendance may submit a ballot, in writing via the Executive Director.
  2. Proxy Vote.  Any Director, who knowingly will not be in attendance at a Board meeting, may proxy his or her vote to a Director of his or her choice for that meeting only. Such proxy shall be granted in writing signed by the member granting such proxy. No Director may carry more than 1 proxy vote.
  3. Straw Vote.  In the event that an emergency vote must be called on an item requiring immediate action, the President or the person acting on behalf of the President may conduct a telephone / telefax vote of the Board membership. Such vote to be recorded. Even in this case, every attempt must be made to allow Directors 24 hours to respond. 

Section 5.11

The Board shall 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 5.12

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

Section 5.13

The Board may suspend any Chair from office or have his or her office terminated for just cause. The Board, subject to the by-laws of the Chamber, may terminate any committee.

Section 5.14

No paid employee of the Chamber shall be a member of the Board or executive committee. Officers to the Chamber shall receive no remuneration for services rendered, but the Board may grant any of these said officers reasonable expense monies.

Section 5.15

The Directors, before taking office, shall take and subscribe before the Mayor of the City 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 Brockville and District 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 Chamber was constituted, according to the true intent and meaning of the same. So help me God.”

Section 5.16

The meetings of the Board shall be open to all members of the Chamber, who may attend but may not take part in any of the proceedings, and may not vote.

Section 5.17

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.

Section 5.18

  1. The President shall preside at all meetings of the Chamber and Board. The President shall regulate the order of business at such meetings, receive and put lawful motions and provide for the general business of the Chamber. The President shall, with the Corporate 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 year at the annual meeting.
  2. The First Vice-President, or, in his or her absence, shall act in the absence of the President and in the absence of these officers, the meeting shall appoint a Chair to act temporarily.
  3. The Treasurer shall have charge of all funds of the Chamber and shall deposit, or cause to be deposited, the same in a chartered bank, selected by the Board. Out of such funds the Treasurer shall pay amounts approved by the Board and shall keep a regular account of the income and expenditure of the Chamber and submit an audited statement thereof for presentation to the annual general meeting and at any other time required by the Board. The Treasurer shall make such investment of the funds of the Chamber as the Board may direct. The Treasurer shall, with the President, sign all notes, drafts and cheques, save and except where other persons have been authorized so to do by the Board.
  4. The Corporate Secretary shall be kept informed on all legal requirements of the Chamber’s operations. The Corporate Secretary shall maintain an overview of the Chamber operations and ensure that all incorporation requirements are maintained. The Corporate Secretary shall, with the President, sign and when necessary, seal with the seal of the Chamber, of which the Corporate Secretary shall have custody, all papers and documents requiring signature or execution on its behalf, save and except when another person has been authorized to do so by the Board. The Corporate Secretary shall maintain an accurate record of the proceedings of the Chamber and of the Board. At the expiration of term of office, the Corporate Secretary shall deliver to the Chamber all books, papers and all other property of the Chamber.
  5. The Executive Director shall be responsible to the Board for the general control and management of business and affairs. The Executive Director shall be responsible for keeping the books of the Chamber, conducting its correspondence, retaining copies of all official letters, preserving all official letters, preserving all official documents and shall perform all such other duties as properly appertain to the office. 

Section 5.19

  1. Executive Committee: this Committee shall consist of the President, Past- President,  Vice-President, Treasurer and Corporate Secretary. The responsibilities include:
  2. Exercise the full powers of the Board in all matters of administrative emergency, reporting every decision at the next meeting of the Board;
  3. Make recommendations on the purchase of all major capital equipment not foreseen in the approved annual budget;
  4. Study, advise and make recommendations to the Board on any matters as directed by the Board;
  5. Determine salary and benefits of the Executive Director and conduct an annual performance appraisal of the Executive Director;
  6. Make recommendations on the appointment of members to Standing Committees and Special Committees of the Board; and
  7. Assess the extent to which annual goals and objectives have been achieved and report to Board.
  8. The President, with the approval of the Board, shall authorize and appoint such committees, including standing committees, as the President in his or her discretion shall deem appropriate from among the membership of the          Chamber and the membership of the Board. The membership of each such committee shall appoint the Chair of          the committee. 

Section 5.20

Conflict of Interest:

  1. Officers and Directors shall not enter into any business arrangements with the Chamber in which they are interested, directly or indirectly, except:
  2. On a written and competitive sealed quotation basis;
  3. Having declared any interest therein, and having refrained from voting thereon.
  4. The Chair of any meeting of the Chamber or any sub-committee of the Chamber shall request any member who has declared an interest in business or other financial arrangement with the Chamber which is being discussed, to absent themselves during the discussion of and vote upon the matter. The event shall be recorded in the minutes.
  5. Neither the Board nor any committee appointed under its auspices shall look prejudicially on a quotation made by a member of the Chamber simply because such person is a member of the Chamber. 

Section 6.1

Article VI – Meetings

The Annual Meeting of the Chamber shall be held within 90 days following fiscal year end at the time and place determined by the Board. At least 2 weeks’ notice of the Annual Meeting shall be given.

Section 6.2

Special general meetings of the Chamber may be held at any time when summoned by the President, or requested in writing by any 3 members of the Board, or any 10 members of the Chamber. At least 1 week’s notice of such meetings shall be given. 

Section 6.3

The Board shall meet as often as it deems necessary during the course of any year in order to conduct the business of the Chamber.

Section 6.4

Notice of all meetings, naming the time and place of assembly, shall be given by the Executive Director.

Section 6.5

At any Annual or general meeting 25 members shall be a quorum and unless otherwise specifically provided, a majority of members shall be competent to do and perform all acts which are or shall be directed to be done at any such meeting.

Section 6.6

Minutes of the proceedings of all general, Board and committee meetings shall be entered in the books and to be kept for that purpose, by the Executive Director and reported to the next Board meeting.

Section 6.7

The person who presides at the meeting at which they are adopted shall sign the entry of such minutes.

Section 6.8

All books of the Chamber shall be opened at all reasonable hours to any member of the Chamber.

Section 7.1

Article VII – Voting Rights

Every member in good standing represented at any general meeting shall be entitled to 1 vote providing that the vote of an Association, Corporation, Society, Partnership or an Estate member shall, in each such case be assigned to individuals.

Section 7.2

Other than voting for the Board of Directors, which shall be by written ballot as provided in Section 5.8 of these by-laws, voting at Board or general meetings shall normally be by show of hand, or if required by the Chair by standing vote. A role call shall be taken if requested by 5 members providing such request received the approval of 2/3RD’s of the members assembled.

Section 7.3

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.

Section 7.4

Motions or amendments shall be carried at any Board, or general meetings by a majority vote unless otherwise provided in these by-laws. 

Section 8.1

Article VIII – By-laws

By-laws may be made, repealed or amended by a majority of the members of the Chamber, present at any general meeting.

Section 8.2

Such by-law 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 only when they have been approved by the Minister of Industry. 

Section 9.1

Article IX – Affiliation

The Chamber, at the discretion of the Board shall have power to affiliate with the Canadian Chamber of Commerce, the Ontario Chamber of Commerce and any other organizations in which membership may be in the interests of the Chamber. 

Section 10.1

Article X – Fiscal Year

The fiscal year of the Chamber shall end on the 31ST day of December and commence on January 1ST in each year. 

Section 11.1

Article XI – Audit and Liabilities

An external auditor or accountant shall be appointed by the members present at the Annual General Meeting to audit or review the books and accounts of the Chamber at least once a year. An audited or reviewed financial statement shall be presented by the Treasurer at each Annual General Meeting and at any other time required by the Board.

Section 11.2

Indemnity. Every member of the Executive and the Board and every member of a committee, and his or her heirs, executors and administrators, and estate and effects, respectively, shall from time to time and all times, be indemnified and saved harmless out of the funds of the Chamber, from and against:All costs, charges and expenses whatsoever which such Trustee or Committee Member sustains or incurs in or about and action, suit or proceeding for damages or otherwise which is brought, commenced or prosecuted against him or her, for in respect of any act, deed, matter or think whatsoever, made, done, or permitted by him or her, in or about the execution or intended execution in good faith or the duties of his or her office; and All other costs, charges and expenses that he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses are occasioned by his or her own willful neglect or default. 

Section 12.1

Article XII – Procedure

Parliamentary procedure shall be followed at all general and Board meetings, in accordance with “Rules of Order by Roberts”.

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