Home

Your Chamber ::: By-Laws

As approved
November 22nd, 2004

 

Article I - Name and Object

Section 1 -

The name of this organization shall be “The Wainwright & District Chamber of Commerce”.

Section 2 -

The object of The Wainwright & District Chamber of Commerce shall be to promote and improve trade, commerce, tourism and the economic, civic and social welfare of the district served by this organization.

Section 3 -

The Wainwright & District Chamber of Commerce will, besides serving the people of our district also support the Alberta Chambers of Commerce and the Canadian Chamber of Commerce in their pursuit of fostering, developing and promoting business, the well being of the community and its citizens in a democratic government with a better understanding and co-operation among labor, management and government.

Section 4 -

The usual place of meeting shall be in the Town of Wainwright, Province of Alberta.

Section 5 -

The Wainwright & District Chamber of Commerce shall be non-sectional and non-sectarian and shall not lend its support to any candidate for public office.

Article II - Interpretation

Section 6 -

Wherever the words “The Chamber” occur in these By-laws, they shall be understood to mean “The Wainwright & District Chamber of Commerce” as a body.

Section 7 -

Wherever the words “The Board” occur in these By-laws, they shall be understood to mean “The Board of Directors of The Wainwright & District Chamber of Commerce”.

Article III - Membership

Section 8 -

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

Section 9 -

An association, corporation, society, institution, partnership, individual or estate, directly or indirectly engaged or interested in trade, commerce, tourism or the economic civic and social welfare of The District may become members of The Chamber.

Section 10 -

Upon payment of the annual fee, which can be lump sum or by installments over a maximum period of one hundred and twenty (120) days applicants 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 11 -

Any member wishing to resign may do so at any time upon giving thirty (30) days notice in writing to the President. No refunds of dues will be issued for resignations and all liabilities must be discharged to The Chamber before the matter is considered closed. Involuntary resignation is effected by non-payment of yearly dues within one hundred and twenty (120) days of the beginning the new fiscal year.

Section 12 -

Any membership may be revoked by a two-thirds (2/3rds) majority vote of The Board for non-payment of any assessed fees or after notice and a hearing before The Board for conduct unbecoming a member or conduct prejudicial to the reputation and good order and management of The Chamber. The member shall be at liberty to appeal the decision of The Board directly to the membership at the next general meeting.

Section 13 -

Persons who have distinguished themselves by some meritorious or public service may be elected as “Honorary Members” by a majority vote of the members at an Annual General meeting. Such recognition shall include all the privileges of active membership except that of holding office, with the exemption from the payment of the annual dues.

Article IV - Dues and Assessments

Section 14 -

The annual dues and any assessments that are payable by members of The Chamber shall be determined by The Board, subject to the approval of two consecutive regular General Meetings.

Article V - Officers and Council

Section 15 -

A President, Vice-president who service in these offices for a term of one year and at least eight (8) Directors shall be elected from among the members at an Annual General Meeting by secret ballot and shall form The Board. They shall remain in office their elected terms or until their successors shall be appointed and take office. The retiring President shall be an ex officio member of The Board. At least half (1/2) of The Board shall be elected each year for a two (2) year term, with the other half elected each year for a one (1) year term. If vacancies occur during the time between Annual General Meetings and it is a period of time of more than ninety (90) days to the next Annual General Meeting, then The Board may appoint member(s) to fill the vacancy (ies).

Section 16 -

Directors who have served a total of two (2) consecutive terms as a Director are not eligible for election to a new term, which commences with one (1) year of retirement from The Board. The two (2) consecutive term rule is suspended to enable the immediate Past President, President, Vice-President to hold office as members of The Board.

Section 17 -

Up to four Appointed Directors, can be accepted by The Board from time-to-time with a view to serving a particular area of expertise or representation. Appointed Directors have all the rights and obligations of elected Directors, except they may not seek election to the position of an officer. The Board is not obligated to accept any or all of the appointments that are permitted.

Section 18 -

The Executive Director shall serve as a nonvoting Director so long as he or she holds that position.

Section 19 -

Responsibilities of The Board

  1. The Board manages the business and affairs of The Chamber.
  2. The Board has full power and authority to do all things necessary to accomplish the objects of The Chamber which fall within the law; as the membership has indicated and which are authorized through these By-laws; including the following:
    1. to enter into a contract of employment with the Executive Director including setting the job description and performance expectations.
    2. to deliver representation in any form to any level of Government of Canada and elsewhere as may be determined to be in the best interests of The Chamber or its Members generally.
    3. to purchase or otherwise acquire for The Chamber any movable or immovable property, rights or privileges to further the objects of The Chamber.
    4. to safeguard and ensure the exercise of due diligence in the management of the funds held by The Chamber and submit an annual budget to the regular general meeting directly before the Annual General Meeting, which will vote on it.
    5. to attend meetings as and when called and will not miss more than three (3) consecutive Board meetings and if it occurs the seat will be declared vacant by The Board.
    6. no member of Executive or Board of Directors may participate in the discussion or vote on a matter in which they have pecuniary interest, except on a competitive basis and having declared any interest therein. Pecuniary interest is defined as one that will result in a specific immediate or deferred financial gain as a direct result of the matter at hand. The pecuniary interest applies to the Director/Board member, their employer or their immediate family (parents, spouse, children, brothers, sisters or in-laws).
  3. Any two (2) of the Executive Committee and three (3) other 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 20 -

Any officer or director may be suspended from his office or have his/her tenure of office terminated, if in the opinion of The Board, he/she is grossly negligent in the performance of any of their duties, providing however, that any officer or board members 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 21 -

Responsibility of the President

  1. the President is a non-voting member of all Standing Committees, advisory groups task forces, and other committees of The Chamber.
  2. the President will present a general report of the activities of The Chamber at each Annual Meeting of Members.
  3. the President also has such other powers and duties as are assigned by The Board or as are reserved for this office in accordance with the policies and procedures of The Chamber that are consistent with these By-laws.
Section 22 -

Oath of Office - The President or President Elect shall, at the Annual General Meeting, or if absent as soon as possible thereafter, but within thirty (30) days take and subscribe before a Justice of the Peace, Notary Public, or Commissioner for Oaths, an oath in the following form:

“I, _____________, swear that I will faithfully and truly perform my duty as (President or President Elect) of the Wainwright & District Chamber of Commerce, and that I will, in all matters connected with the discharge of such duty do all things, and such things only, as I shall truly and conscientiously believe to be adapted to promote the objects for which the said Chamber was constituted according to the true intent and meaning of the same. So help me God.”

Section 23 -

Responsibilities of the Vice-President

  1. the Vice-President, shall assist the President and exercise the powers and the responsibilities of the President in the case of his or her absence or disability.
  2. the Vice-President also have such other duties as may be assigned, from time to time by the President or by The Board that are consistent with these By-laws.
Section 24 -

Within ninety 90 days following the election of The Board, The Board must elect a Treasurer and such officers as may be necessary to fill all offices of The Chamber.

Section 25 -

The responsibilities of the Treasurer

  1. the Treasurer shall have charge of all funds of The Chamber,
  2. the Treasurer shall deposit, or cause to be deposited, the same in one (1) or more financial institution(s) selected by The Board
  3. the Treasurer shall keep, or cause to be kept a regular account of the income and expenditure of The Chamber,
  4. the Treasurer shall present the financial report to the Executive Committee and The Board,
  5. the Treasurer shall make such investment of the funds of The Chamber as The Board may direct, but not in land or what could be termed as risky, speculative, or locked in investments.
  6. the Treasurer shall ensure adherence to internal financial controls and operational policies;
  7. the Treasurer shall direct the financial statement and reporting process including the audit process, and
  8. the Treasurer shall present the audited financial statement to the membership at the Annual General Meeting and at any other time required by The Board.
Section 26 -

Executive Director - an Executive Director may be appointed, or dismissed by The Executive Committee, and if appointed, shall be the Chief Executive Director of The Chamber.

The Executive Director shall:

  1. be responsible to the Board of Directors for the administration, organization and management of The Chamber in accordance with policies established by The Board.
  2. attend all general and executive meetings and record minutes of these meetings, and attend other committee meetings if needed. To act as a resource person for a committee when asked by the President, Vice- president or Committee Chairperson.
  3. supervise all employees of The Chamber;
  4. under the direction of the President or The Board, shall be responsible for the safekeeping of The Chamber funds and for the payment of all salaries and amounts due and owing by The Chamber, which fall within the purview and scope of the approved annual budget or otherwise as may be established from time to time by resolution of The Board.
  5. report to The Board any matter about which it should have knowledge.
  6. have no voting privileges.
  7. do all other things requested by the President and authorized by The Board or Executive that pertain to the activities of The Chamber;
  8. shall be the Keeper of the Seal.

Article VI - Committees

Section 27 -

The Executive Committee consists of the immediate Past President, President, Vice-president and the Executive Director.

The Executive shall:

  1. meet at the call of the President or the Vice-president as required.
  2. exercise the powers of The Board given to the Executive Committee & reporting all significant action at the next meeting of The Board.
  3. inform & advise The Board on all property matters.
  4. make recommendations on the purchase or replacement of all capital equipment not foreseen in the approved annual budget.
  5. study and advise or make recommendations to The Board on any matter as directed by The Board.
  6. any two (2) of the four (4) shall have signing authority and may affix The Chamber seal as designed by a resolution of the Board to any document authorized to be executed by The Chamber.
Section 28 -

An Audit Committee, which will consist of the Treasurer two (2) Directors and the Executive Director, will appoint the auditors of The Chamber for each year. The Audit Committee will discharge the function as described by these By-laws or duties as delegated by the Board through terms of reference revised from time to time.

The Audit Committee shall:

  1. direct the audit process and
  2. ensure adherence to internal financial controls.
Section 29 -

A Nominating Committee, will consist of the Past President and at least three members.

The Nomination Committee shall:

  1. will receive nominations and secure consent of intent to serve on The Board.
  2. review the eligibility of all nominees in accordance with these By-laws and
  3. present a list of eligible nominees for election to The Board at the Annual General Meeting.

Article VII - Meetings

Section 30 -

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. The Board may exercise the right to in-camera sessions.

Section 31 -

No public pronouncement in the name of The Chamber may be made unless authorized by The Board or by some person to whom The Board has delegated this authority.

Section 32 -

The Annual General Meeting of The Chamber shall be held in the month of January in each year at the time and place determined by The Board. At least two (2) weeks notice shall be given for the Annual General Meeting.

Section 33 -

Regular General Meetings of The Chamber shall be held or called at least four (4) times annually at a time and place designated by The Board and at least one (1) week notice of such meetings shall be given.

Section 34 -

Special General Meetings of The Chamber may be held at any time when summoned by the President, or requested in writing by any three (3) members of the Board, or by any ten (10) members of The Chamber. At least one (1) days notice of such meetings shall be given.

Section 35 -

The Board shall meet from time to time at least nine (9) times a year as may be necessary to carry on the business of The Chamber.

Section 36 -

Notice of all meetings, naming the time and place of assembly, shall be given in the monthly newsletter, which is distributed to the members by faxing or mailing or some other expeditious method of notification.

Section 37 -

At any Annual or General Meeting - ten (10) members in good standing shall be a quorum and, unless otherwise specifically provided, a majority of members present shall be competent to do and perform all acts which are or shall be directed to be done at any such meeting.

Section 38 -

Minutes of the proceedings at all meetings, whether of The Board or of the membership, shall be signed by the president or vice-president or the person who presides at the meeting at which the minutes were taken and entered, in books kept for that purpose.

Section 39 -

All books of The Chamber shall be open at all reasonable hours to any member of The Chamber free of charge.

Article VIII - Voting Rights

Section 40 -

Every member in good standing represented at any general or annual meeting shall be entitled to one vote providing that the vote of an Association, Corporation, Society, Institution, Partnership, Individual or an Estate member shall, in each case be assigned to an individual who has authorization from their presiding council.

Section 41 -

Voting at Board or General Meetings shall normally be by a show of hand, or if requested by the chairperson, by a standing vote, except the election of officers and directors which shall be by secret ballot. A roll call vote shall be taken if requested by five (5) members providing such request receives the approval of two-thirds (2/3) of the members assembled.

Section 42 -

The presiding officer shall only vote in the case of a tie.

Section 43 -

Motions or amendments shall be carried at any Board or General Meeting by a majority vote of those present unless otherwise provided in these by-laws.

Article IX - By-Laws

Section 45 -

By-laws may be made, repealed or amended by a majority of the members of The Chamber, present any General Meeting, notice of such a proposal having been given in writing by one member and seconded by another at the previous General Meeting and duly entered as a minute of The Chamber.

Section 46 -

Such By-laws shall be binding on all members of The Chamber, its officers and all other persons lawfully under its control.

Article X - Fiscal Year

Section 47 -

The fiscal year of The Chamber shall commence on the 1st day of January in each year.

Article XI - Auditors

Section 48 -

The Auditors of The Chamber for each year will audit the books, records and accounts at least once in each year.

Article XII - Officer Indemnity

Section 49 -

Every Director, Officer and committee member and his or her heirs, executors and administrators, are indemnified and saved harmless out of the assets of The Chamber against all costs and damages whatsoever which he or she incurs in any action or proceeding which is commenced or otherwise arising from any act or omission occasioned or permitted by him or her in the execution of Chamber duties, except where such costs or damages are the result of his or her own willful act, default or dishonesty outside of actual authority of The Chamber. Nothing in these By-laws limits the right of any person to claim indemnity apart from the provisions of these By-laws.

Section 50 -

The Chamber may purchase and maintain insurance for the benefit of any person referred to in these By-laws against such liabilities and in such amounts as The Board may determine from time to time.

Article XIII - Procedure

Section 51 -

All General and Board Meetings will be conducted using Parliamentary procedure and rules that should be applied and interpreted so as to permit a majority to accomplish its ultimate purpose within a reasonable period of time but only after allowing the minority reasonable opportunity to express its views on the question at issue. Generally one of the interpretations of or the latest original Roberts Rules which is on hand at the meeting at the time of a dispute arising.