GENERAL OPERATING BY-LAW of the THE BRANDON CHAMBER OF COMMERCE
Last revised and approved by the members at the Annual General Meeting of September 12, 2019.
Preamble:
.01 The Brandon Chamber of Commerce was incorporated pursuant to the Boards of Trade Act of Canada on May 14, 1883.
.02 The by-laws of the Brandon Chamber of Commerce shall at all times be interpreted in accordance with The Boards of Trade Act of Canada.
Article One – Name and Objects
1.01 The name of this organization shall be the Brandon Chamber of Commerce, hereinafter called the Chamber.
1.02 The mission of the Chamber is: “The Brandon Chamber of Commerce is an independent, membership funded, non-profit organization that represents Brandon business from the grassroots level. Our Mission is to encourage growth in the Brandon community by fostering a progressive business environment, favourable to enhancing existing and attracting new business.”
1.03 The head office of the Chamber shall be 1043 Rosser Avenue, Brandon, Manitoba, unless otherwise determined by the Board. The usual place of meeting shall be in the City of Brandon.
Article Two – Membership
2.01 Any person, partnership, firm or corporation directly or indirectly engaged or interested in industry, in trade, in commerce, or the economic and social welfare of the district shall be eligible for membership in the Chamber, but the voting power of such partnership, firm or corporation memberships shall in each case be assigned to individuals.
2.02 Organizations, Unions or other associations located or doing business in Brandon may become members by a majority vote of the Board of Directors, provided their interests do not conflict with the name and objects of the Chamber and upon payment of such dues as the Board of Directors should consider equitable.
2.03 There shall be the following classes of membership, namely: Active and Honourary.
Active membership shall consist of individuals, partnerships, firms, corporations or associations; resident or doing business either within the City of Brandon, surrounding rural area or that has a business, civic, educational or cultural interest in the City of Brandon. All active members will be assigned a number of voting delegates, up to a maximum of six (6), dependent upon the level of membership fees paid. In all professional firms, each professional in the firm will have one vote, up to a maximum of seven (7) voting delegates, to be consistent with the maximum membership fee for a professional firm. Each professional in the firm above the maximum number will be considered an active member, but will not have voting privileges, unless an additional full membership fee is paid for that individual.
Honourary membership may be conferred upon any person who has rendered service recognized by the Chamber as extraordinary. It may be conferred by the Board of Directors upon a simple majority vote at any properly constituted meeting of the Board of Directors, and such membership shall be for the period of time designated by the Board of Directors. Honourary members shall have all the privileges of members except the right to vote and hold office (unless they are or become active members). Honourary members shall be exempt from payment of annual dues.
2.04 The General Manager shall have the authority to bring to the attention of the Board any member who is delinquent in paying membership fees. The Board may elect to drop the member from membership in the Chamber, if notice of delinquency as per the By-Laws has been provided to the member.
2.05 Any member may be expelled for cause by means of a resolution passed by two-thirds of those members of the Board of Directors who are present and voting (provided that the requirement for quorum is satisfied). Such member shall be notified in writing of the intention of the Board of Directors to do so, and shall be allowed a hearing before the Board renders a final vote. Passage of such resolution automatically annuls such membership.
2.06 Any member of the Chamber who intends to retire there from or to resign his membership may do so at any time upon giving to the General Manager ten days’ notice in writing of such intention and upon discharging any liability which is standing upon the books of the Chamber against him at the time of such notice.
2.07 Every individual member or designated representative of a partnership, firm, corporation, or association, except as hereinbefore excluded, shall be entitled to one vote for the election of members to the Board of Directors and on all questions coming before the members of the Chamber.
Article Three – Dues
3.01 It shall be the duty of the Board of Directors to apportion and assess as equitably as possible the annual dues to be paid by all classes of members to ensure the success of the Chamber.
3.02 The Executive shall have the power to grant full or partial rebates of membership dues to a member upon his special request, subject to the approval of the Board of Directors.
Article Four – Board of Directors or “Board”
4.01 Government of the Chamber, the direction of its work and the control of its property shall be vested in a Board of Thirteen (13) Directors. The thirteen directors shall be elected from the members-at-large and shall each serve a two-year term. The exception being that the Officer in the Secretary-Treasurer Position be up for re-election in the next election regardless if it is their election year, for a two-year team. Elections shall be conducted annually in accordance with the “Election By Law”.
Additionally, there shall be any number of appointed directors between zero (0) to a maximum of six (6). Any such appointee shall not hold office for more than four (4) consecutive years.
Any appointed director shall be appointed by a majority vote of the Board of Directors and shall be:
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- A member of the Chamber; and
- Employed by or affiliated with a governmental organization, educational facility, or special interest group such as (but not limited to) Brandon University, Assiniboine Community College, the agricultural sector, or such other organization as the Chamber deems to be appropriate and necessary.
The Board appointed director shall be appointed with a view to obtaining specialized expertise in an area of concern to the Board or to facilitating and promoting common interests and building relationships with that governmental organization, special interest group, or educational facility.
All directors, whether elected or appointed, shall have the same rights to propose motions, engage in discussion and vote. The appointed directors shall be, however, ineligible to hold office on the Executive Committee.
4.02 Any vacancy on the Board which may occur during the year shall be filled by the candidate who received the most votes but was not elected in the most recently held elections for Directorships. In the case where the vacancy cannot be filled by the candidate with the next highest number of votes on the most recent election, the vacancy may be filled by appointment of the board. That candidate shall serve out the portion of the term remaining to the next election (not necessarily the remaining term of the retired Director) and shall then require nomination for re-election. A vacancy may remain unfilled if there is less than 6 months until the next election.
4.03 The Board of Directors shall submit in writing at the annual meeting of the Chamber a full report of the work and finances of the organization.
4.04 If any member of the Board is absent for three months continuously from the meetings of the Board the President shall, in writing, call such failure to his/her attention, and if a reason for absence satisfactory to the Board is not received within thirty days, the absent member shall automatically cease to be a member of the Board, and the vacancy thus created shall be filled in the manner provided for in Article 4.02.
4.05 Quorum for meetings of the Board of Directors will be at least one half plus one (including the Chair of the meeting) of all members of the Board, whether elected or appointed.
Article Five – Officers
5.01 The Officers of the Chamber shall be the President, the Vice-President, the Secretary-Treasurer, and the Past President. The term of each executive position shall be one year.
5.02 There will be an annual election of the positions of President, Vice-President, and Secretary-Treasurer. Following service as President, the successful candidate shall serve a one-year term as Past President. The nominees for the President and Vice-President positions shall be the incumbent Vice-President and Secretary-Treasurer respectively. The Elections Committee will contact all Board members to determine their interest in running for the Secretary-Treasurer position on the Executive. Any Board member interested in the Secretary-Treasurer position may put their nomination forward with a Seconder to the Election Committee. The list of nominations will go forward to the Executive for the selection of one (1) candidate that they wish to nominate. All of the nominees will be put forward for election at the June Board meeting, with an opening for any new nominations to be seconded at that meeting. The Election of the Secretary-Treasurer will then take place at the June meeting. A majority vote of the required quorum shall constitute ratification of each member of the Executive. If a member of the Executive is not approved, then a new election will be held at that time with nominations open to any member of the Board held at that time with nominations open to any member of the Board of Directors, including the defeated nominee.
5.03 At any time during the period of office, if 2/3 of the Directors present and voting vote to replace the incumbent Officer in a position, or if a vacancy occurs on the Executive for any other reason, the resulting vacancy(ies) will be filled by the next highest ranking officer (e.g. Vice-President would move up to President, and Secretary-Treasurer would then move to be Vice-President). The resulting lower-ranking vacancy(ies) will be filled for the remainder of the one-year term by an Acting Officer chosen by the Board. It is further understood that if 2/3 of the Directors vote to replace the Past President, no Acting Officer will be appointed to fill this position.
5.04 The President shall preside at all meetings of the Chamber and of the Board of Directors. He shall perform all duties incidental to his office, and advise such action as may be deemed by him likely to increase the usefulness of the Chamber. The President shall also be responsible for communicating the Chamber’s position on issues to the media.
5.05 The Vice-President and the Secretary-Treasurer shall act in the order named in the absence of the President. In the absence of the three officers named, a member of the Board of Directors shall be chosen by the Board temporarily to so act.
5.06 The Secretary-Treasurer shall be the chair of the Finance Committee and shall have charge of the funds of the Chamber and shall deal with them as the Board of Directors shall from time to time direct, and shall perform such other duties as the Board may require.
5.07 The Past President shall be a full voting member of the Executive and shall be Chair of the Elections Committee.
Article Six – General Manager
6.01 A General Manager shall be appointed by the Executive of the Board of Directors, subject to ratification from the Board, and his/her appointment shall be continuous subject to the pleasure of the Board. He/She shall receive such compensation as determined by the Executive Committee, within the limitations set upon the adoption of the Annual Budget by the Board of Directors.
6.02 It shall be the duty of the General Manager to:
a. conduct official correspondence;
b. preserve the books, documents and communications;
c. keep the books of account and supervise the collection of dues;
d. supervise the leases/tenants in the building;
e. supervise the regular maintenance and operation of the building;
f. maintain all Chamber, Board and Committee records;
g. supervise daily staff issues including holiday scheduling, payroll, and benefits;
h. attend meetings, functions, informational sessions, educational seminars and other events as may be required to promote the Chamber or as may be requested by the Executive.
6.03 It shall be the duty of the General Manager, subject to the approval of the Board of Directors, to:
a. hire, terminate and negotiate employment contracts or wages with staff;
b. determine the annual budget of the Chamber and propose any capital expenditures required for the building or any other aspect of the Chamber’s operation;
Article Seven – Signing Officers
7.01 The Signing Officers shall be any two of the following: the General Manager, the Secretary-Treasurer, the President, and the Vice-President.
Article Eight – Committees
8.01 There shall be an Executive Committee which shall consist of President, Vice-President, Secretary-Treasurer, and immediate Past President (the officers). When the Board is not in session, the Executive Committee shall exercise all the powers of the Board provided that the action of the Executive Committee shall be reported to the Board of Directors as speedily as possible.
8.02 The Board of Directors may from time to time appoint Standing and Special Committees and shall define their powers and duties.
The following Standing Committees shall be established by the Board at all times:
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- Government Relations Committee – the objective of this committee shall be the facilitation and promotion of the Chamber with all levels of government including the City of Brandon and Province of Manitoba, and the gathering and sharing of information with same;
- Business Development Committee – The objective of the Business Development Committee is to promote existing business, attract new business, provide educational seminars and informational sessions and address specific business development concerns within the community.
- Finance Committee – The objective of the Finance Committee is to oversee and periodically review the Chamber budgets, financial statements and all other financial matters.
8.03 The President shall appoint all Committee chairs.
8.04 Committee meetings may be called at any time by the General Manager at the request of the Chairman of any such Committee or the President.
8.05 Reports of Standing and Special Committees shall be in writing.
8.06 All Standing and Special Committees shall report and recommend to the Board of Directors who shall make the final decision regarding their findings.
8.07 No committee shall have authority to speak for the Board of Directors and Chamber as a whole, without specific authority of the majority of the Board in session.
8.08 The President and General Manager shall be ex-officio members of all Committees.
8.09 Any member of the Chamber who is not delinquent in dues payment is eligible for appointment to one of the Standing or Special Committees.
8.10 There shall be a minimum of one Board member on each of the Standing Committees. Quorum for meetings of these committees shall be 50% of the named membership of the committee, with the additional requirement that at least one member of the Board be present.
8.11 The Board shall have the General Discretionary Power to establish special Advisory Committees as required. It is understood that these Committees can include members from outside the Chamber (e.g. representatives from Brandon University, Assiniboine Community College, or other organizations).
Article Nine – Meetings
9.01 The Board of Directors shall hold regular meetings a minimum of once a month, excluding the month of July.
9.02 Special meetings of the Board of Directors may be called at any time by the President and shall be called upon the written request of three members of the Chamber.
9.03 The Annual Meeting of the Chamber shall be held in the fall of each year. The June meeting shall serve as the “change-over” meeting at which newly elected Directors assume their positions on the Board.
9.04 Special meetings of the Chamber may be called at the discretion of the President, or shall be called by the General Manager on the written request of any ten members of the Chamber in good standing.
9.05 Eighteen (18) members shall constitute a quorum of any regular or special meeting of the Chamber.
9.06 No one but a member shall address the Board or the Chamber except by invitation of the President or the unanimous consent of the meeting.
9.07 The proceedings of the Board and Chamber meetings shall be governed by and conducted in accordance with Robert’s Rules of Order.
Article Ten – Auditing
10.01 The general membership shall appoint an auditor who shall be a Chartered Accountant or Certified General Accountant. It shall be the duty of the auditor to examine the books and accounts of the Chamber of Commerce during the year and report their findings to the Chamber.
Article Eleven- By-Law
11.01 Amendments to the by-laws of the Chamber may be ratified by a 2/3 vote of those present at any regular or special meeting of the Chamber, providing they represent quorum as set out in Article 9, Section 05, and provided notice of the proposed changes shall be brought before the Board of Directors, and the proposed changes are made available to all members of the Chamber not less than 10 days prior to such meeting. The Directors by a 2/3 vote may amend any of the bylaws provided that such changes are ratified by a 2/3 vote of the membership at a regular or special meeting of the Chamber.
Article Twelve – Resolutions
12.01 All resolutions for passage by the members of the Chamber must be presented to the General Manager in writing and brought before a meeting of the Board of Directors before being presented to any meeting of the Chamber.
Article Thirteen – Seal
13.01 The Chamber may have a seal of such design as the Board of Directors may adopt. The General Manager shall have custody of the seal.
Article Fourteen – Affiliation
14.01 The Board of Directors shall have the authority to affiliate the Chamber with any other organization or association in which membership is deemed to be in the interest of the Chamber.
Article Fifteen – Fiscal Year
15.01 The Fiscal Year of the Chamber shall end on the 31st day of May in each year.
Article Sixteen – Financial Statements
16.01 Immediately after the close of business each month the General Manager shall prepare for the Board of Directors, a summarized statement of receipts, expenditures and a balance sheet of the Chamber for the preceding calendar month. Such statements shall be presented at the first ensuing Board meeting.
Article Seventeen – Indemnity
17.01 Every director or officer of the Chamber or any other person who has undertaken or is about to undertake any liability on behalf of the Chamber and his or her heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Chamber, from and against,
a. all costs, charges and expenses whatsoever which such director, officer or other person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her, in or about the execution of the duties of his or her office ; and
b. all other costs, charges and expenses that he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own wilful neglect or default.
Article Eighteen – Interpretation
18.01 In the by-laws of the Corporation, the singular shall include the plural and the plural the singular; and the word “person” shall include firms and corporations. Use of the male pronoun herein is understood to include the female pronoun, and vice versa (e.g. “his” should be read as “his/her”). Whenever reference is made in any by-law or any special resolution of the Corporation to any statute or section thereof, such reference shall be deemed to extend and apply to any amendment or re-enactment of such statute or section thereof, as the case may be.
ELECTIONS BY-LAW
Election Procedure for Board of Directors
1. The elections to the Board of Directors are to be conducted in accordance with this by-law. Prior to the end of February in each year, the Past-President shall appoint the Election Committee. This Committee will be chaired by the Past- President and shall consist of not less than six members of the Chamber. The duties of the committee shall be to prepare and receive nominations in the manner hereinafter set out; to have general charge of the election; to prepare, distribute and count the ballots.
2. Of the elected members of the Board, six (6) Directors shall be due for election in odd numbered years and seven (7) shall be due for election in even numbered years. In the event that a director is appointed to fill an uncompleted term created by a vacancy on the Board, that appointed director must stand for re-election at the next election held after his/her appointment.
3. Not later than April 30, the Election Committee shall prepare and have mailed to each member of the Chamber a list of nominations containing the names of at least eight members who must have given their consent to having their names included in the list of nominations. The notice containing the list of nominations shall specify the number of persons to be elected, the terms and conditions under which additional nominations may be made, and the time when nominations may be closed. The notice shall include a form on which additional nominations may be made and all such nominations must be made on the prescribed form.
4. Any group of three or more members may submit an additional nomination provided, however, that the consent of the nominee be filed with the nomination.
5. Nominations shall close seven days after the mailing to the members of the list of nominations and the additional nomination form prescribed in Article 1.03 of this By-law.
6. The names of all those nominated shall thereupon be placed upon an election ballot which shall be mailed electronically and/or by post to each member in good standing not later than May 15th. The election ballot shall clearly state the number of directors required to fill the Board, and the maximum number of candidates for whom members can vote. Each member shall be able to vote for not more than the number of directors required to fill the Board, but a ballot will still be considered valid if the member votes for fewer candidates than the number needed to fill the vacancies on the Board. The members shall indicate upon such ballot their choice for members of the Board of Directors by making a mark opposite the names of the desired candidates. Each member shall return the said ballot by mail, fax or electronic vote in the case of an on-line election to the Chamber Office not later than ten (10) days after the date the ballots were sent to the members.
All ballots are to be in such form as shall ensure its secrecy. The Election Committee who shall on a day selected, but not later than May 25th, count the votes and declare elected to the vacant positions the members receiving the greatest number of votes. If there is a tie for the last member he shall be selected by lot by the Past President.
7. All members who been elected to the Board of Directors shall be elected to the Board of Directors for a two-year term, and shall be notified by the President of their election.
BORROWING AND BANKING BY-LAW
1. The Board of Directors may and it is hereby authorized from time to time to:
a. borrow money upon the credit of the Chamber;
b. limit or increase the amount to be borrowed;
c. charge, hypothecate, mortgage or pledge, present or after-acquired real or personal property of the Chamber, or both, to secure any debt obligations and any money borrowed;
d. guarantee the repayment of the debts, delegations and liabilities of the Chamber.
2. The Board of Directors is hereby authorized to delegate by resolution to one or more directors and/or officers of the Chamber specified in such resolution all or any of the powers hereinbefore conferred on them including, without limiting the generality of the foregoing, the power to make arrangements with reference to the borrowing of money as aforesaid and as to the terms and conditions of the loan thereof and security therefore and as to the debt obligations as the directors of the Chamber may authorize, and generally to manage, transact and settle the borrowing of money by the Chamber.
3. The Board of Directors may from time to time authorize one or more directors, officers, employees of the Chamber to sign, execute and deliver on behalf of the Chamber all documents and agreements necessary or desirable for such purposes and to draw, make, accept, endorse, execute and issue cheques, promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments and all such documents, agreements and instruments (and all renewals thereof or substitutions therefore) so signed shall be binding upon the Chamber.
4. The powers hereby conferred shall be deemed to be in supplement to and not in substitution for any powers to borrow money for the purposes of the Chamber possessed by its directors or officers independently of a borrowing by-law.
