Chamber By-Laws
The chamber by-laws were reviewed and proposed changes for improvement
were presented to the general membership for approval at the September
11, 2003 meeting. The revisions were approved and are now in effect.
You can read the by-laws below and you have the option to download, view
& print the by-laws as a pdf file (which requires Adobe Acrobat Reader,
available from www.adobe.com).
By-laws.pdf
Powell River Chamber of Commerce
By - Laws March 2003
Powell River Chamber of Commerce
6807 Wharf Street
Powell River, B.C.
V8A 1T9
Phone: (604) 485 - 4051
E-mail: chamber@prcn.org
Website:
www.powellriverchamber.com
Table of
Contents
Page
Article I Name and Objectives
.3
Article II Interpretation
.
.3
Article III Membership
...
...4
Article IV Dues and Assessments
....
...6
Article V Executive Officers and Directorate
6
Article VI Committees
...10
Article VII Employees
...
.10
Article VIII Meetings
11
Article IX Voting Rights
.
.
..
.
....12
Article X Affiliation
..
......
..13
Article XI Fiscal Year..
.
.
.
.13
Article XII Audit
..
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.
.
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..13
Article XIII Repeal of Former By-laws
.
13
Powell River Chamber of Commerce
By - Laws
Article I - Name and Objectives
1.1 The name of the organization shall be the Powell River Chamber
of Commerce.
1.2 The objectives of the Powell River Chamber of Commerce shall be to
promote and enhance trade, commerce, and the civic well-being of the
Powell River communities.
1.3 The office of record and usual place of business of the Chamber
shall be 6807 Wharf Street, Powell River, British Columbia, Canada.
1.4 The usual meeting place shall be within the District of Powell
River.
1.5 The Powell River Chamber of Commerce shall be politically
non-partisan and non-sectarian, and shall not lend its support to any
candidate for public office.
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Article II - Interpretation
2.1 The headings contained in these by-laws are for the convenience of
reference only and shall not in any way affect the construction or
interpretation of the by-laws.
2.2 Wherever the words "The Chamber" occur in these by-laws, they shall
be understood to mean the " The Powell River Chamber of Commerce" as a
body.
2.3 Wherever the word " Executive" or " Executive Officers" occurs in
these by-laws they shall be understood to mean and be inclusive of the
President, the First-Vice President, the Second Vice-President, the
Treasurer, and the Past President.
2.4 In these by-laws, unless deemed inconsistent with the subject of the
context therewith:
2.4.a "The Board of Directors", " The Board" or " The Directorate" shall
be understood to mean " The Board of Directors of the Powell River
Chamber of Commerce" and be inclusive of all Executive Officers and
Directors.
2.4.b "Member" means member of the Chamber.
2.4.c "General Meeting" means a meeting of the membership and includes a
luncheon meeting.
2.4.d "Nominee" means a person or persons appointed to the Chamber by a
member business, association, corporation, society, or Municipal,
Provincial, or Federal Government, as their representative, in
accordance with rules established by these by-laws.
2.4.e " Community Representative" means a person or persons as appointed
by a Community Partner Organization to liaise by invitation with the
Directorate of the Chamber as may be required.
2.4.f "Officer" or "Executive Officer" means an Officer or Officers of
the Chamber.
2.4.g "Person" includes a natural person, a body corporate, a
partnership, a society, or an unincorporated association.
2.4.h Words importing the singular include the plural and vice versa.
2.4.i Words importing a male person include a female person and a
corporation.
2.5 Wherever the word "District" occurs in these by-laws, it shall mean
that area, within and for which the Chamber was established, as defined
in the Certificate of Registration under the Board of Trade Act R.S., c.
B-8, s. 1
2.6 "Significant contractual agreement" means one that exceeds $750.00
annually.
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Article III - Membership
3.1 Any reputable person, association, corporation, partnership, sole
proprietorship or society, directly or indirectly engaged or interested
in trade, commerce, or the economic and the civic well-being of the
Powell River communities and subscribing to the objectives of the
Chamber, shall be eligible for admission to membership of the Chamber
following acceptance for membership in the manner, and complying with
the requirements for membership, as set out in these by-laws.
3.2 An association, corporation or society may hold membership in the
Chamber but voting power of such memberships shall be assigned to
individuals.
3.3 Applications for membership shall be in writing and shall provide
such information as the directors may require and shall be sponsored by
a chamber member in good standing.
3.3.a Applications shall be accompanied by payment in full of any
initial and annual membership fees as may be applicable to the
applicant.
3.4 At any general meeting a member in good standing may propose that an
eligible person or organization that has fulfilled the requirements of
application, and if admitted, agrees to be governed by the by-laws of
the Chamber, subject to a majority vote of those members present, shall
then be admitted as a member.
3.5 Members of the Chamber shall have all rights and be subject to all
obligations of membership as defined in these by-laws.
3.6 Application for a transfer of membership into the Chamber from
another communities Chamber shall be accepted only upon approval by a
majority vote of the Directorate.
3.7 There shall be the following classes of membership in the Chamber:
3.7.a Member - Those persons, including their nominees, having complied
with the requirements for membership and whose annual membership fees
are in good standing.
3.7.b Life Members - Members who have been in good standing for a
minimum of fifteen (15) years and have given outstanding service to the
Chamber. Such members shall have all privileges of membership but are
exempt from payment of dues.
3.7.c Honourary Members - Persons who have distinguished themselves by
some meritous act or contribution of public service. Such memberships
shall include all privileges of membership except that of holding office
and shall be exempt from payment of dues. Such terms shall be for a one
(1) year period and may be repeated.
3.8 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 by action of the Directorate.
3.9 Membership in the Chamber shall be terminated and the rights and
privileges of membership cancelled and forfeited in one, or more, of the
following events:
3.9.a A new member who fails to pay his annual dues within thirty (30)
days of his admission
3.9.b A member who fails to pay his annual dues within ninety (90) days
of the date they fall due
3.9.c In any case in which the Board is of the opinion that the
membership of any person should be reviewed in the general interest of
the Chamber, it shall give written notice of not less than seven (7)
days to the member, that continuation of his membership will be
considered at a meeting of the Board, specifying the time and place
thereof. The member shall be invited to attend the said meeting to hear
the matters of complaint and respond to the matters. The member may be
expelled from the membership upon a resolution for expulsion being
passed by a majority vote of the Board.
3.9.d A member may withdraw from membership in the Chamber by giving
seven (7) days notice in writing and upon discharging all liabilities of
the member to the Chamber. A member who withdraws after the annual dues
have been paid shall not be entitled to a refund of any portion of their
dues.
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ARTICLE IV - DUES AND ASSESSMENTS
4.1 Annual dues payable by Members of the Chamber shall be determined by
the Directorate. Members will be given a thirty (30) day notice of any
change in fee structure.
4.2 Annual dues payable by each member shall be due and payable the
first day of January in that year for which they are applicable.
4.3 Dues shall be non-refundable at all times and not be subject to
pro-rating in cases of late payment.
4.4 Membership dues for new memberships shall be pro-rated from the
first day of the month in which they are paid to December 31 of that
year for which they are applicable.
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ARTICLE V - EXECUTIVE OFFICERS AND DIRECTORATE
5.1 The Board of Directors shall act honestly, in good faith and in the
best interests of the Chamber. The Board shall exercise care, diligence
and the skill of a reasonably prudent person in exercising their duties
and performing their functions as Executive Officers and Directors of
the Chamber. Nothing in contract, contained in these by-laws or by the
circumstances of their appointment, shall relieve Executive Officers and
Directors from their fiduciary responsibilities to the Chamber.
5.2 The Board of Directors shall be composed of a President, a First
Vice-President, a Second Vice-President, a Treasurer, the Past
President, a student and seven (7) Directors.
5.3 Duties of Executive Officers
5.3.a President: The President shall preside at all regular meeting of
the Chamber, and shall be chief executive officer of the Chamber. The
President shall, in the general sense, supervise the welfare of the
Chamber. The President shall be an ex-officio member of all committees
and shall with one other Officer or their delegate sign all documents
requiring signature on behalf of the Chamber.
5.3.b First Vice-President: The First Vice-President, in the absence of
the President, shall shall fulfil all the functions carried out by the
President. The First-Vice President shall be an ex-officio member of all
committees. The First-Vice president shall supervise with the
Second-Vice President the internal operation of the Chamber.
5.3.c The Second-Vice President: The Second-Vice President shall be an
ex-officio member of all committees and assist the Chairperson with the
administration of such committees. The Second-Vice-President shall be
responsible for arranging meetings of the Executive, Board of Directors
and General Membership. The Second-Vice-President shall oversee the
Manager with respect to keeping an accurate record of the proceedings of
such meetings and housing such records within the Chamber Office of
Record.
5.3.d The Treasurer: The Treasurer shall report to the Chamber at all
general meetings. The Treasurer shall be responsible for the preparation
of the annual operating budget and ensure that the day to day operations
of the Chamber are conducted within the approved budgetary framework.
The Treasurer shall consult with the Directorate regarding ways and
means to increase the operating revenues to match budgetary needs. The
Treasurer shall oversee that Manager with respect to the receipt of all
monies paid in and deposit of the same in such banking institutions as
may be designated by the Officers of the Chamber.
5.3.e The Past President: the Past President shall act in an advisory
capacity and assume such duties as required by the Directorate.
5.4 No member of the Executive shall hold the same office for more than
two (2) consecutive terms unless approved by a majority vote of the
Directorate.
Methods of Elections and Qualifications
5.5 The President shall appoint a Nomination Committee chairperson at
least 60 days prior to the Annual General Meeting, who will be
responsible to secure nominations for those Executive and Director
positions becoming vacant at the Annual General Meeting.
5.6 The Nominating Committee shall receive written nominations for each
vacancy for which election is to be held. In the event that insufficient
nominations have been received to fill all the vacancies, the Nominating
Committee shall endeavor to secure one or more nominees to ensure that
all of the vacancies are filled.
5.7 A call for nominations from the floor shall also be issued by the
Nominating Committee Chair prior to the election of the Directorate at
the Annual General Meeting.
5.8 The Directors shall be elected for a two (2) year term, one half
(1/2) of the Directorate retiring each year.
5.9 Whenever it is necessary to elect more than one half (1/2) of the
Directors, the nominees receiving the greatest number of votes shall be
elected for a two (2) year term and the remainder for a one (1) year
term.
5.10 No member shall be nominated to the Directorate prior to holding
membership in the Chamber for a period of one year.
5.11 No member shall be nominated unless present at the time of
election, unless express consent is given by way of written proxy,
presented by a Chamber member.
5.12 No more than one (1) officer or employee of any member group may
hold office simultaneously.
5.13 In the event of a vacancy in any office or Director seat the Board
may appoint, by a majority vote, a member in good standing until the end
of the current term of the person previously holding that position.
5.14 At the Annual General Meeting, a majority vote of those members
present shall elect, from the nominees per Bylaws 5.6 and 5.7, Executive
and Director positions currently vacant, who shall hold office until
others are elected in their stead, or until they are removed from
office, or vacate the same under provisions of the bylaws of the
Chamber.
5.15 Members of the Directorate, before taking office, shall take and
subscribe an oath in the following manner:
" I swear that I .................will faithfully and truly perform my
duties as ...............of the Powell River 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 adopted to promote the objects for which the said Chamber
was constituted, according to the true intent and meaning of the same.
So swear I."
Powers
5.16 The Board of Directors shall have the general power of
administration. It may make or authorize petitions or representation to
the Federal, Provincial, and/or Municipal Governments, or others as it
determines or as may be required by a vote of a majority of members
present at any meeting.
5.16.a The Board may poll the members of the Chamber on any questions
that it may determine. The results shall not be binding on the Board
unless required by a vote of the majority of members present at any
general meeting.
5.16.b Six (6) members or one half of the standing directorate lawfully
met shall constitute a quorum and a majority of such a quorum may do all
things which they deem necessary to realize the objectives of the
Chamber.
5.16.c No paid employee of the Chamber shall be a member of the
Directorate.
5.16.d No member of the Directorate shall receive remuneration for
services rendered, but the Board may grant remuneration for expenses
incurred while engaging in Chamber matters.
5.16.e No expenses will be reimbursed unless pre-authorized by the
Directorate and accompanied by original receipts.
5.16.f The Directorate shall frame such by-laws, rules and regulations,
as appear to best promote the welfare of the Chamber. Such by-laws shall
be submitted for adoption at a general meeting of the Chamber.
5.16.g Any member of the Directorate may be suspended and the tenure of
office of that Officer of Director terminated, if, in the opinion of the
Board, that Officer or Director is grossly negligent in the performance
of duties, provided, however, that any Officer or Director is at liberty
to appeal the decision of the Board directly to the membership at large
at the next general meeting of the Chamber.
5.16.h Any member of the Directorate absent from three (3) consecutive
meetings, without giving written notice of extenuating circumstances,
may, at the Directorates discretion, be deemed to have resigned from
the Board and shall be so advised.
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ARTICLE VI - Committees
6.1 The Directorate may, at any time, establish a Standing Committee or
an ad hoc Committee to deal with any special objective.
6.1.a Committees shall report to the Directorate all policy matters and
may not announce such matters until the approval of the Board has been
received.
6.1.b Committees may not contract any debts so as to render the Chamber
liable for payment unless under the approval of the Directorate.
6.1.c Subject to the terms of reference and approval of the Directorate
each committee may adopt such rules and regulations as are considered
necessary for the conducting of business referred to it.
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ARTICLE VII - Employees
7.2 The Manager shall be an employee of the Chamber and shall be
responsible to the elected members of the Directorate for the general
control and management of the Chambers business affairs.
7.2.a The manager shall be responsible for the day-to-day operations of
the Chamber office, as delegated by the Board.
7.2.b The Chamber Manager shall supervise all other staff.
7.2.c At the termination of employment the Manager shall deliver to the
Chamber documents and other property of the Chamber.
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ARTICLE VIII - Meetings
8.1 The Annual General Meeting shall be held no later than 60 days after
the fiscal year end, for the purpose of:
8.1.a The election of the vacant Officer positions and the number of
Directors necessary to form the incoming Directorate for the next fiscal
year, as defined in these by-laws.
8.1.b The review of the yearend financial statements for the preceding
fiscal year.
8.2 Regular general meetings of the Chamber shall be held at times and
places designated by the Directorate, such meetings are to be held at
least quarterly. Advance notice of at least one (1) week of such
meetings shall be given.
8.3 Special general meetings of the Chamber may be held at any time when
summoned by the the President or when requested by any three (3) members
of the Directorate or any ten (10) members of the Chamber. Notice shall
be given, naming the time and place of assembly at least one week in
advance.
8.4 At any annual or general meeting twenty (20) members in good
standing will constitute a quorum and, unless otherwise specially
provided, a minority of members present shall be competent to do and
perform all acts which are, or shall be, directed to be done at any such
meetings.
8.5 The Board shall meet not less than once in each calendar month.
Notice of such meetings shall be conveyed either personally or
electronically to all members of the Board at least seven (7) days prior
to each meeting, or such lesser period as may be reasonable under the
circumstances. Accidental omission to give notice to all Directors, or
the non-receipt of notice by any Director, shall not invalidate the
proceedings of any Board of Directors Meeting.
8.6 The Executive Officers shall meet from time to time as may be
necessary to carry on the business of the Chamber. At least twenty-four
(24) hours notice of such meetings shall be given to all members of the
Executive.
8.7 The President or his delegate, who presided at the meeting for which
the minutes were taken, shall review and sign such minutes prior to
presentation for adoption.
8.8 Original copies of adopted minutes of the proceedings of General,
Board and Annual meetings shall be housed at the Chamber Record of
Office.
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ARTICLE IX - Voting Rights
9.1 Every member in good standing represented at a general or annual
meeting shall be entitled to one (1) vote. Voting rights of Corporate
members shall be assigned to one individual.
9.2 Voting at General, Directorate, or Annual meetings shall generally
be by a show of hands unless otherwise requested by the presiding
officer or five (5) members.
9.3 The presiding Officer shall vote only in the case of a tie.
9.4 Motions or amendments shall be carried at any Board or General
meeting by a majority vote unless otherwise provided in these by-laws or
by any Act of Legislature or Parliament.
9.5 All contractual agreements entered into by the Chamber Directorate
that propose a contractor other than a business or individual based
within the District of Powell River, shall be approved by a majority
vote of the Board of Directors.
9.6 In all significant contractual agreements entered into by the
Chamber Directorate, a public tender process shall be undertaken.
9.7 These bylaws may be made, amended, or replaced by a majority vote of
Members in good standing in attendance at any General Meeting, provided
that any such proposed amendment shall be stated in written notice of
such meeting, and such notice to be given to the membership at least
seven (7) days before the meeting.
9.8 Parliamentary procedure shall be followed at all general or
directors meetings in accordance with Roberts Rules of Order (RONR,1990
edition)
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ARTICLE X - Affiliation
10.1 The Chamber at the discretion of the Directorate, shall have the
power to affiliate with organizations in which membership may be in the
interests of the Chamber.
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ARTICLE XI - Fiscal Year
11.1 The fiscal year shall commence the first (1) day of January and end
the thirty-first (31) day of December in any given year.
11.2 Year end statements for the preceding fiscal year are to be
presented at a general meeting within the first 60 days of the new
fiscal year.
11.3 An annual operation budget shall be presented at first directors
meeting of the fiscal year and shall be in effect from the date of
presentation and approval by a majority vote of those directors present,
to fiscal year end of that year.
11.4 Any extraordinary expenditures other than those expenditures
itemized in the approved annual operating budget shall be approved by a
two-thirds (2/3) majority of the Directorate.
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ARTICLE XII - Audit
12.1 Auditors shall be appointed by the Directorate to audit the
financial statements of the Chamber at least once during the fiscal
year, unless waived in writing by the Directorate.
12.2 Financial Statements, approved by a majority vote of the
Directorate, at regular monthly meetings, shall be filed for audit.
12.3 Upon request, all books of the Chamber shall be opened, at
reasonable hours, to any member of the Chamber.
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ARTICLE XIII -
epeal of Former By-laws
13.1 With the adoption of these by-laws, all former by-laws are hereby
repealed
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