The following By-Laws were approved at a Special Meeting held on October 19, 2016 at the Chester Playhouse.
Chester, Nova Scotia
BY-LAWS – CHESTER MUNICIPAL CHAMBER OF COMMERCE
Chester, Nova Scotia
ARTICLE I – NAME AND OBJECTIVES
1 – The name of this organization shall be the Chester Municipal Chamber of Commerce.
2 – The objectives of the Chester Municipal Chamber of Commerce shall be to promote and improve trade and commerce and the economic, civic and social welfare of the District.
3 – The usual place of meeting shall be in the Municipality of the District of Chester, Nova Scotia.
4 – The Chester Municipal Chamber of Commerce shall be non-sectional and nonsectarian 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 Chester Municipal Chamber of Commerce” as a body.
6 – Wherever the words “The Board” occur in these by-laws, they shall be understood to mean “The Board of the Chester Municipal Chamber of Commerce”.
7 – Wherever the word “District” occurs in these by-laws, it shall mean that area, within and for which this Chamber is established, as defined in the Certificate of Registration under the Boards of Trade Act (R. S., c. 18, s. 1).
ARTICLE III – MEMBERSHIP
8 – Any reputable person, directly or indirectly engaged or interested in trade, commerce or the economic and social welfare of the District, and who has residence or a business in the District shall be eligible for membership in the Chamber.
9 – 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.
10 – Any person or organization who is eligible for membership may declare their intention to participate as a member by joining the social media group designated for Chamber membership acquisition or through email notification specifying their intention to apply for membership.
11 – If such person or organization is admitted through administration of the social media group or through email notification, the candidate agrees to be governed by the by-laws of the Chamber and such person or organization shall thenceforth be a member of the Chamber and shall have all the rights and be subject to all the obligations of the other members.
12 – 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.
13 – Any member of the Chamber, who intends to retire therefrom or to resign his membership, may do so, at any time, upon giving ten business days’ notice through social media or email 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.
14 – The Board may remove from the roll of members the name of any enrolled member failing to pay any applicable dues within thirty days of the date on which they fall due. Upon such action by the Board, all privileges of membership shall be forfeited.
15 – Any member of the Chamber may be expelled by a two-thirds vote of the Board for any reason.
ARTICLE IV – DUES AND ASSESSMENT
16 – The annual dues, if applicable, payable by members of the Chamber shall be determined annually by the Board, subject to the Approval at the Annual General meeting whenever a change in the original amount is involved.
18 – 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 meeting of the Chamber. The notice calling such meeting shall state the nature of the proposed assessment.
ARTICLE V – OFFICERS AND BOARD
19 – The Officers shall be: a chair, vice-chair, secretary, and treasurer, who together with at least three (3) other members, shall be selected from among the members each year at the annual general meeting and shall form the Board of the Directors voted from the list of elected directors. The Board will be comprised of no less than seven and no more than twelve members. The Chair, Vice-Chair, and Treasurer shall form the Executive of the Board.
20 – The Board shall remain in office for one year or until their successors shall be appointed. No such officer or member of the Board, with the exceptions of the secretary and the treasurer, shall hold the same office for more than three years in succession. Any Board member is limited to six years in office in any position.
21 – Where a member of the Board dies or resigns their 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 the place of the member who had died or resigned, or is absent.
22 – Any Officer or Board member may be suspended from their office or have their term tenure of office terminated if, in the opinion of the Board, they are grossly negligent in the performance of their duties, or if the Board member misses 3 consecutive meetings without a reason. 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 meeting.
23 – 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 others, as it may determine or as may be required by vote of a majority of members present at any general meeting.
24 – 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.
25 – 51% or more members of the Board having lawfully met, shall be a quorum and a majority of such quorum may do all things within the powers of the Board.
26 – 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.
27 – The Board, or at the of the Chair, 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.
28 – Committees will select from its membership a chairman who will report on activities to the Board as directed by the Board. These committees shall be considered officers of the Board.
29 – The Board may suspend any committee chairman from office or have their office terminated for just cause. Any committee may be terminated by the Board.
30 – No paid employees of the Chamber shall be a member of the Board or 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.
31 – 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.
32 – 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.
33 – The Chamber shall file in compliance with the Board of Trade Act, its Annual Statement including a list of its directors with their addresses, occupations, and dates of appointment or election, and within ten business days of a change of directors, notify the Registrar of the change.
34 – Board Roles and Responsibilities
A) The Chair shall preside at all meetings of the Chamber and the Board. The chair shall regulate the order of business at such meetings, receive and put lawful motions, and communicate to the meeting what he may think concerns the Chamber. The Chair 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 Chair to present a general report of the activities of the year at the Annual Meeting.
B) The Vice-Chair shall act in the absence of the Chair and, in the absence of both of these officers, the meeting shall appoint a chairman to act temporarily.
C) The Treasurer shall have charge of all funds of the Chamber and shall deposit, or cause to be deposited, the same in a financial institution 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 expenditures of the Chamber and shall submit an audited statement thereof for the 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 Chair, and any other designatory sign all notes, drafts and cheques.
D) The Secretary shall be shall be responsible to the Board for the general control and management of the Chamber’s business affairs. The secretary shall be responsible for keeping the documents of the Chamber, conducting its correspondence, retaining copies of all official documents, membership lists and shall perform all such other duties as properly pertaining to the office. The secretary shall, with the Chair, sign and when necessary, all the papers and documents requiring signature or execution on its behalf. The secretary shall or cause to be completed, an accurate record of the proceedings of the Chamber and of the Board. At the expiration of their term of office, the Secretary shall deliver to the Chamber all documents, papers and other property of the Chamber.
ARTICLE VI – MEETINGS
35 – The Annual Meeting of the Chamber shall be held no more than 60 days following the year end close each year at the time and place determined by the Board. At least ten business days’ notice of the Annual Meeting shall be given.
36 – The Board shall meet from time to time as may be necessary to carry on the business of the Chamber at the time and place designated by the Board. At least five business days’ notice of such meetings shall be given. All members are permitted at any Board meetings.
37 – Special Meetings of the Chamber may be held at any time when summoned by the Chair, or requested in writing by any three members of the Board, or any ten members of the Chamber. At least five business days’ notice of such meetings shall be given.
38 – Notice of all meetings, naming the time and place of assembly, shall be given by the Secretary. A notice shall be posted on social media or emailed to the last known email address of each member.
37 – At any Annual or Special Meeting ten (10) members shall constitute 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.
38 – Minutes of the proceedings of all meetings shall be documented to be kept for that purpose, by the Secretary.
39 – The entry of such minutes shall be signed, physically or electronically by the person who presides at the meeting at which they are adopted.
40 – All records of the Chamber shall be opened at all reasonable hours to any member of the Chamber, free of charge.
ARTICLE VII – VOTING RIGHTS
41 – Every member in good standing represented at any meeting shall be entitled to one vote. A member will be determined to be in good standing if they have met any due requirements in the previous 30 calendar days prior to such vote.
42 – Voting at meetings shall be by a show of hands.
43 – The Chair shall vote only in case of a tie.
44 – Motions or amendments shall be carried at any meeting by a majority vote unless otherwise provided in these by-laws.
ARTICLE VIII – BY-LAWS
45 -By-laws may be made, replaced or amended by a majority of the members of the Chamber at any Special Meeting, notice of such proposal having been given electronically or in writing by one member and seconded by another at a previous meeting and duly entered as a minute of the Chamber.
46 -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 through the Board of Trade Act.
ARTICLE X – FISCAL YEAR
47 -The fiscal year of the Chamber shall commence on the first day of April in each year.
ARTICLE XI – AUDITORS
48 -The books and accounts of the Chamber shall be reviewed once in each year by the Audit Committee of the Chamber. The Audit Committee shall consist of at least two (2) members of the Chamber not including the Treasurer. A financial statement approved by the Audit Committee shall be presented by the Treasurer at each Annual Meeting and at any other time required by the Board.
ARTICLE XII – PROCEDURE
49 – Parliamentary procedure shall be followed at all meetings in accordance with “Rules of Order” by Bourinot.