The Claresholm & District Chamber of Commerce Society
(The “Chamber”)
CHAMBER BY-LAWS
Article 1: Preamble
1.1 The name of this organization is The Claresholm & District Chamber of Commerce, hereinafter referred to as the “Chamber”.
1.2 The Board of Directors of the Chamber, hereinafter referred to as the “Board”, is composed of the Officers of the Chamber (as outlined in Article 4) and any additional positions as determined by the Board.
1.3 The purpose of the Chamber shall be to promote and improve trade, commerce and the economic welfare of the Town of Claresholm and the District.
1.4 The usual place of meeting shall be in the Town of Claresholm.
1.5 The Chamber shall not lend its support to any candidate for public office.
1.6 Members are responsible for behaving in accordance with the by-laws and objectives of the society.
Article 2: Membership
2.1 Admission of members
2.1.1 Any person, directly or indirectly engaged or interested in trade, commerce or the economic welfare of Claresholm & District shall be eligible for membership in the Chamber.
2.1.2 Associations, Corporations, Societies, Partnerships or Estates directly or indirectly engaged or interested in trade, commerce or the economic welfare of Claresholm & District shall be eligible for membership in the Chamber.
2.1.3 In order to join the Chamber, potential members will pay the membership determined by the Chamber.
2.2 All members have the right to attend any General or Annual Meetings.
2.3 Membership shall continue from the time of admittance until a member is deceased or 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.
2.4 Termination of membership
2.4.1 Any member of the Chamber, who intends to retire therefrom, or to resign his/her/it’s membership, may do so, at any time, upon giving to the Secretary ten days notice in writing of such intention.
2.4.2 The Board may remove from the roll of members the name of any new member failing to pay his/her/it’s annual dues within thirty days of his/her/it’s admission, or of any other member who fails to pay such dues within two months of the date they fall Upon such action by the Board, all privileges of membership shall be forfeited.
2.4.3 Any members of the Chamber may be expelled by a two-thirds or greater vote of the Board.
2.5 Persons who have distinguished themselves by some meritorious or public service may be elected Honorary Members by a majority vote of the Such recognition shall be for a term of one year and may be repeated. Honorary Membership shall include all the privileges of active membership except that of holding office, with the exemption of the payment of annual dues.
2.6 No right or privilege of any member is transferable to another All rights and privileges cease when the member resigns, dies, is expelled from the Chamber, or ceases to be a member in good standing.
2.7 A member is in “good standing” when their membership dues and assessments are paid in full and no amounts are
Article 3: Dues & Assessments
3.1 The annual dues payable by members of the Chamber shall be determined annually by the Board, subject to the approval of a majority vote of the members at a general meeting if a change in the amount is involved.
3.2 Other assessments may be levied against all members, providing the assessments are recommended by the Board and approved by a majority of the members present at a general meeting of the The notice calling such a general meeting shall state the nature of the proposed assessment.
Article 4: Officers & Board of Directors
4.1 A President, Vice-President, Secretary, and Treasurer, (hereinafter referred to as the “Officer(s)”) and a minimum of three other members (hereinafter referred to as the “Board Member”) shall be elected from among the members each year at the annual general meeting by ballot and shall form the Board.
4.1.1 They shall remain in office for one year or until their successors shall be appointed.
4.1.2 The Secretary and Treasurer, may be able to hold the same office for more than two years in succession.
4.1.3 The President and Vice-President may remain in office for an additional year if three quarters of the Officers and Board Members vote in favour.
4.1.4 The retiring President shall be, ex-officio, a member of the Board.
4.2 A member of Association, Corporation, Society, Partnership or Estate can be elected to the Board.
4.3 If the Board determines that the Board requires an additional Board Member, the Board may, at any General Meeting, advise the membership that they are looking for an additional Board A list of interested candidates will be presented, and the Board Members and Officers will then vote for the additional Board Member.
4.4 Removal of Officers or Board Member
4.4.1 Any Officer or Board Member may be suspended from his/her/it’s office or have his/her/it’s tenure of office terminated, if he/she/it is absent from 3 consecutive meetings and/or in the opinion of the Board he/she/it is grossly negligent in the performance of any of his/her/it’s 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.
4.4.2 Any Officer or Board Member, on notice to the Board as a whole, can bring the matter forward at any A two-thirds vote or greater will be required to suspend an officer or Board Member.
4.5 The Board shall have the general power of 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.
4.6 All members of the Board must be members in good standing failing which any such member of the Board shall automatically be suspended as a member of the such suspension shall only be lifted upon such member resuming his/her/it’s good standing.
4.7 The Board shall frame such by-laws, rules and regulations as appear to it best adapt to promote the welfare of the Chamber and shall submit them for adoption at a general meeting of the Chamber called for that purpose.
4.8 The Board, or, at its request, the President, may appoint committees or designate members of the Board or of the Chamber or others, to examine, consider and report upon any matter or take such action as the Board may request.
4.9 The Board may suspend any chairman of a committee from office or have his/her office terminated for just cause. Any committee may be terminated by the Board.
4.10 No paid employee of the Chamber shall be a member of the Board or executive committee.
4.11 Officers of the Chamber shall receive no remuneration for services rendered, but the Board may grant any of these said Officers reasonable expense money.
4.12 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.
4.13 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.
4.14 The President
4.14.1 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 communicate to the meeting what the President may think concerns the Chamber.
4.14.2 The President 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 President to present a general report of the activities of the year at the Annual Meeting.
4.15 The Vice-President
4.15.1 The Vice-President shall act in the absence of the President, and in the absence of these Officers, the meeting shall appoint a chairman to act temporarily.
4.16 The Treasurer
4.16.1 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 a financial statement 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.
4.17 The Secretary
4.17.1 The Secretary shall be responsible for keeping all non-financial books of the Chamber, conducting its correspondence, retaining copies of all official letters, preserving all official documents and shall perform all such duties properly pertaining to such office.
4.17.2 The Secretary, with the President, may sign and when necessary, seal with the seal of the Chamber, of which the Secretary shall have custody, all papers and documents requiring signature or execution on its behalf.
4.17.3 The Secretary shall maintain an accurate record of proceedings of the Chamber and of the Board. The Secretary is responsible for taking, and keeping, the minutes at all Chamber Meetings, and Board Meetings.
4.17.4 At the expiration of the Secretary’s term of office, the Secretary shall deliver to the Chamber all books, papers and other property to the Chamber.
Article 5: Meetings
5.1 The Annual Meeting
5.1.1 The Annual Meeting of the Chamber shall be held within 60 days of the fiscal year end the Chamber each year at the time and place determined by the Board.
5.1.2 At least two weeks notice of the Annual Meeting shall be given.
5.1.3 Notice of the Annual Meeting will be given by announcement at the General Meeting occurring a month proceeding the Annual Meeting.
5.2 General Meetings
5.2.1 General Meetings of the Chamber may be held at the time and place designated by the Board.
5.2.2 At least 7 days notice of such meetings shall be given.
5.2.3 Notice of all General Meetings, naming the time and place of assembly shall be given by the Secretary.
5.2.4 A notice inserted inone or more of the newspapers published within the district, a circular letter signed by the Secretary and mailed to the last known address of each member, or an email sent to the last known email address of each member, shall constitute sufficient notice.
5.3 Special General Meetings
5.3.1 Members will be notified of the Special General Meetings by email, sent to the last-known email address of each member.
5.3.2 Special General Meetings of the Chamber may be held at any time when summoned by the President, or requested in writing by any three members of the Board, or any ten members of the Chamber.
5.3.3 At least one day’s notice of such meetings shall be
5.3.4 If a Member, other than the President, requests a Special Meeting, the request will be given to the Chamber.
5.4 The Board may meet from time to time as necessary to carry on the business of the Chamber.
5.5 Quorum
5.5.1 At any Annual or General Meeting, five members 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.
5.5.2 At any Special General Meeting, five members shall make up a quorum.
5.5.3 Any majority of the Board, lawfully met, shall be a quorum and majority of such may do all things within the powers of the Board.
5.6 Minutes, Books and Records
5.6.1 Every person who presides at the Annual, General or Special Meetings at which minutes are adopted, shall sign the minutes.
5.6.2 AU books of the Chamber shall be opened at all reasonable hours to any member of the Chamber, free of charge, at a location to be arranged with the Treasurer.
Article 6: Voting Rights
6.1 Every member in good standing represented at any General Meeting shall be entitled to vote, providing that the vote of an Association, Corporation, Society, Partnership or Estate member shall, in each such case, be assigned to individuals.
6.2 Voting at Board or General Meetings shall normally be by show of hand, or if requested by the Chairman, by standing vote. A role call vote shall be taken if requested by five members providing such request received the approval of two-thirds of the members assembled.
6.3 Members cannot vote by proxy.
6.4 The presiding Officer shall vote only in the case of a tie. Upon an appeal being made from decision of the presiding Officer, the vote of the majority shall
6.5 Motions or amendments shall be carried at any Board or general meeting by a majority vote unless otherwise provided in these by-laws.
Article 7: By-laws
7.1 In the future, by-laws cannot be rescinded, altered, or added except by a special resolution of the members, as defined by the Societies Act of Alberta.
7.2 The Societies Act defines a “special resolution” in section l(d) as follows:
(i) a resolution passed
(A) at a general meeting of which not less than 21 days’ notice specifying the intention to propose the resolution has been duly given, and
(B) by the vote of not less than 75% of those members who vote in person
(ii) a resolution proposed and passed as a special resolution at a general meeting of which less than 21 days’ notice has been given, if all the members entitled to attend and vote at the general meeting so agree, or
(iii) a resolution consented to in writing by all the members who would have been entitled at a general meeting to vote on the resolution in person
7.3 All requests for amendments shall be made in writing to the President. Board discussion and preliminary approval shall be necessary prior to membership notification. Board members shall ratify and implement the change.
7.4 There must be 21 days notice specifying the intention to propose the resolution and a vote of no less than 75% of those members who are entitled to do so, by person or by proxy.
Article 8: Fiscal Year
8.1 The fiscal year of the Chamber shall commence on the first day of January in each year.
Article 9: Financial Affairs
9.1 Auditors shall be appointed by the members present at the Annual Meeting and they shall audit the books and accounts of the Chamber at least once each year. An audited financial statement shall be presented by the Treasurer at each Annual Meeting and at any other time required by the Board. In this article, auditors shall mean two members of the Chamber in good standing.
9.2 The Society will not be able to borrow money.
Article 10: Procedure
10.1 Parliamentary procedure shall be followed at all general and Board meetings, in accordance with “Roberts Rules of Order”.
Article 11: Staffing
11.1 The Chamber may from time to time hire staff to complete some of the tasks of the Chamber.