By-Laws & ConstitutionThe Wasaga Beach Chamber Of Commerce
REVISED APRIL 2017
ARTICLE 1 – NAME AND OBJECT
Section 1: The name of this organization shall be the Wasaga Beach Chamber of Commerce.
Section 2: The object of the Wasaga Beach Chamber of Commerce shall be to promote and improve trade and commerce, and the economic, civic and social welfare of the district.
Section 3: The usual place of meeting shall be in the Town of Wasaga Beach.
Section 4: The Wasaga Beach Chamber of Commerce shall be non-sectional and non sectarian and shall not lend its support to any candidate for public office.
ARTICLE 2 – INTERPRETATION
Section 5: Wherever the words” The Chamber” occur in these by-laws, they shall be understood to mean “The Wasaga Beach Chamber of Commerce” as a body.
Section 6: Old as per May 1999 revision:
Wherever the words “The Board ” occur in these by-laws, they shall be understood to mean “The Board of “The Wasaga Beach Chamber of Commerce“.
New as per March 2010 revision:
Wherever the words “The Board” occur in these by-laws, they shall be understood to mean “The Council of the Wasaga Beach Chamber of Commerce” as per the definition in the Boards of Trade Act.
Section 7: Wherever the word “District” occurs in these by-laws, it shall mean that area within and for which this Chamber was established, as defined in the Certificate of Registration under the Board of Trade Act. (R.S., c. 124, s. 1).
ARTICLE 3 – MEMBERSHIP
Section 8: Any reputable person, directly or indirectly engaged or interested in trade, commerce or the economic and social welfare of the district, shall be eligible for membership in The Chamber.
Section 9: Associations, Corporations, Societies, Partnerships, Service Clubs 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, provided that any person, or business not located in the District but wishing to do business in the District may become an associate member of the Chamber with full privileges.
Section 10: At any monthly Board Meeting of The Chamber, any member in good standing may propose any eligible person or organization as a candidate for becoming a member of The Chamber, provided such candidate shall undertake, if admitted, to be governed by the by-laws of The Chamber. However, this person or organization will not be considered a member until their membership fee has been paid.
Section 11: If such proposal is carried by a majority of two-thirds of the Board of Directors, such person or organization upon payment of the required membership fee 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.
Section 12: Membership shall continue from the time of admittance until a member has resigned in accordance with the provisions of these by-laws, dies, or has been removed from the roll of members by the action of the Board.
Section 13: Any member of The Chamber, who intends to retire therefrom or to resign as a member, may do so, at any time, upon giving to the Board ten days’ notice in writing of such intention, and upon discharging any lawful liability which is standing upon the books of The Chamber against the member at the time of such notice.
Section 14: At any monthly Board Meeting of The Chamber, any member in good standing may propose any eligible person or organization as a candidate for becoming an Associate Member of The Chamber provided such candidate shall undertake if admitted to be governed by the by-laws of The Chamber.
However, this person or organization will not be considered an Associate Member until their associate membership fee has been paid.
If such proposal is carried by a majority of two-thirds of The Board, such person or organization shall thenceforth be an Associate Member of The Chamber and shall be subject to all the obligations of the other members.
Section 15: Persons who have distinguished themselves by some meritorious or public service may be elected Honorary Members by a majority vote of The Board. Such recognition shall be for the life of the member. Honorary membership shall include all the privileges of active membership, with the exemption from the payment of annual dues.
Section 16: Any member of The Chamber may be expelled with just cause by a two-thirds vote of The Board.
ARTICLE 4 – DUES AND ASSESSMENTS
Section 17: The annual dues payable by members and associate members of The Chamber shall be determined annually by the Board, subject to majority approval at the next general meeting and to commence each membership year.
Section 18: Other assessments may be levied against all members, provided they are recommended by The Board and approved by the majority of the members present at a general meeting of The Chamber. The notice calling such a general meeting shall state the nature of the proposed assessment.
ARTICLE 5 – OFFfCERS AND BOARD
Section 19: Old as per May 1999 revision: The Board Members consisting of at least 10 members of the authorized representative of a member referred to in Section 9 above shall be elected from among the members each year at the annual general meeting and shall become Directors forming the Board. A President and Vice-President shall be elected at the annual general meeting by ballot or show of hands as determined by the chairperson of the meeting. The President and Vice-President shall remain in office for one year or until their successors shall be elected and shall not hold the same office for more than five years in succession unless approved by the Board and adopted by a special resolution at an annual meeting of the membership. The retiring President shall bet, ex officio, a member of the Board.
New as per March 2010 draft proposal:
The officers of The Chamber shall be a president, vice-president and secretary, who, together with at least eight other members, shall constitute a council of the corporation, which shall be called “The Council of the Wasaga Beach Chamber of Commerce”, and who shall have the powers and perform the duties set out in the Boards of Trade Act.
At the first quarterly meeting held in each year, the members of The Chamber present, or a majority of them, shall elect, from among the members thereof, a president, vice-president and secretary, and at least eight other members, who, with the president, vice-president and secretary, shall form the Council of The Chamber. The President, the Vice-President, the Secretary and the eight council members shall be elected at the annual general meeting by ballot or show of hands as determined by the chairperson of the meeting.
The persons elected shall hold their offices until others are elected in their place, at the first quarterly meeting of the next year or until they are removed from office or vacate it under the by-laws of The Chamber. ,
The President, the Vice-President and the Secretary shall not hold the same office for more than five years in succession unless approved by the Board and adopted by a special resolution at an annual meeting of the membership.
The retiring President shall be, ex officio, a member of the Board.
The president and vice-president of The Chamber shall, before entering on the duties of their office, take and subscribe before the mayor of the city or town constituting the district, or before any justice of the peace, an oath in the following form:
“I swear that I will faithfully and truly perform my duty as of
the Wasaga Beach Chamber of Commerce, and that I will, in all matters connected with the discharge of that duty, do all things, and only such things, as I truly and conscientiously believe to be adapted to promote the objects for which the Chamber was constituted, according to the true intent and meaning of the same. So help me God.”
New as of April 2017
Term of positions is changed/ revised as follows for Executive: Secretary – 2 Year Term
Vice President – 2 Year Term President – 2 Year Term
All must have been active as Director for at least one year prior. Maximum.
The number of years active with the Board is 5 years unless approved by Board.
Old as per May 1999 revision: The Provincial Park of Wasaga Beach, the Huronia West Detachment of the Ontario Provincial Police, and the Town Council of the Town of Wasaga Beach may each appoint a representative to sit on The Board. Such a representative is a voting member of The Board and must follow the constitution and by-laws of The Chamber.
New as per March 2010 draft proposal: The Provincial Park of Wasaga Beach, the Huronia West Detachment of the Ontario Provincial Police, and the Town Council of the Town of Wasaga Beach may each appoint a representative to sit on The Board. Such a representative is a non-voting member of The Board and must follow the constitution and by-laws of The Chamber.
Any member who does not pay membership fees (such as a service club representative) or a representative from the Provincial Park, Ontario Provincial Police, Town of Wasaga Beach, Association, Society, Estate or Associate member shall not be eligible to hold the office of President, Vice-President, or be on the Executive.
Section 20: Old as per May 1999 revision:Where a member of The Board dies or resigns The Board may at any meeting thereof, elect from the general membership a new member of the Board, in the place of the member who has died or resigned.
New as per March 2010 revision: Where a member of The Board dies or resigns The Board may at any meeting thereof at which there is a quorum present, by a majority of the members of The Board present, elect from the general membership a new member of the Board, in the place of the member who has died or resigned.
In each Chamber year when a member of The Board is absent from three Board Meetings, the Manager or President under the direction of The Board, shall. forward a letter to the member inquiring into the absenteeism. If a member of The Board misses four meetings that member may automatically be removed from The Board with a letter being sent from the Manager or President thanking the member for the member’s past involvement with The Board, however, the Board may excuse a member for being absent if it is felt by two-thirds of The Board that the absenteeism is justifiable.
Section 21: Any officer or Board member may be suspended from office or have the member‘s tenure of office terminated, if in the opinion of the Board the member was grossly negligent in the performance of assigned 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.
Section 22: The Board shall have the general power of administration of The Chamber. 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 by a majority of the membership present at any Board meeting. The Board shall have the authority to regulate the administrative staff to operate The Chamber.
Section 23: 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.
Section 24: One-third of the 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 25: 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.
Section 26: 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.
Section 27: The Board may suspend any committee chairperson from office or have that person terminated for just cause. Any committee may be terminated by the Board.
Section 28: No paid employee of The Chamber shall be a voting member of The Board or Executive Committee. Officers of The Chamber shall receive no remuneration for services rendered, but The Board may grant any officer or member reasonable expense monies.
Old Revision The Wasaga Beach Chamber of Commerce Board of Directors meets on the third Wednesday of each month.
• Executive Board Meetings time: 5:30 p.m.
• Board of Directors meeting time: 6:30 p.m. (Unless otherwise notified)
Updated April 2017
The Wasaga Beach Chamber of Commerce Board of Directors meets on the last Thursday of each month at 7:00 pm. The July and August Board of Directors meetings may be postponed until September for summer break under the direction of the President. The Executive Board of Directors will meet briefly during July and August to approve Financial Statements and New Membership Applications.
Section 29: “The meeting of The Board shall be opened to all members of The Chamber, who may attend but may not take part in any o-f the proceedings. If a member of The Chamber wishes to speak on a particular matter, that member must contact The Chamber office in writing ten days prior to a Board meeting and be put on the agenda. If a non-member wishes to speak at a Board meeting, it must be approved by the Executive first, with the request being submitted in writing at least ten days before a Board meeting”.
Section 30: 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.
(A) 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 deem of concern to The Chamber. The President shall, with the Vice-President sign all papers and documents requiring a 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.
(B) The Vice-President shall act in the absence of the President and in the absence of both these officers, the meeting shall appoint a chairman, preferably from the Executive to act temporarily.
(C) In the event a Manager is employed by The Chamber the Manager shall perform such services as may be directed from time to time by the Board.
(D) Old as per May 1999 revision: The Executive of the Board shall be comprised of the President, Vice-President and a minimum of five and a maximum of seven members of the Board as selected by the President. The Executive shall be responsible for the review of the finances and general operation of The Chamber and shall report and make recommendations to the Board at the monthly meetings of the Board. In the event that an emergency situation should arise that affects The Chamber, such situation shall be considered by the Executive and dealt with as soon as possible, provided that should it not be practicable to have the emergency situation considered by The Board, the Executive may proceed to resolve the situation and report the results thereof to the next meeting of the Board
New as per March 2010 draft proposal: The Executive of the Board shall be comprised of the President, Vice President, the Secretary and a minimum of four and a maximum of six members of the Board as selected by the President. The Executive shall be responsible for the review of the finances and general operation of The Chamber and shall report and make recommendations to the Board at the monthly meetings of the Board. In the event that an emergency situation should arise that affects The Chamber, such situation shall be considered by the Executive and dealt with as soon as possible, provided that should it not be practicable to have the emergency situation considered by The Board, the Executive may proceed to resolve the situation and report the results thereof to the next meeting of the Board.
ARTICLE 6 – MEETINGS
Section 32: “The Annual Meeting of The Chamber shall be held each year, at a time and place determined by The Board. At least two weeks’ notice of the Annual Meeting shall be given”.
Section 33: Regular general meetings of The Chamber shall be held at least once a year, at a time and place designated by the Board. At least one week’s notice of such meetings shall be given. The general meeting and Annual meeting may be held at the same time and place.
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 members of the Board or any ten members of The Chamber. At least one week’s notice of such meetings shall be given.
Section 35: The Board shall meet from time to time as deemed 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 by the secretary, as determined by The Board.
Section 37: At any Annual or General meeting, fifteen members must be present, unless otherwise specified and 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 of all Annual, general and Board meetings shall be entered in books to be kept for that purpose, by the recording secretary at the meeting.
Section 39: The entry of such minutes shall be signed by the person who presides at the meeting at which they are adopted.
Section 40: All books of The Chamber shall be opened at all reasonable hours to any members of The Chamber, free of charge, upon written request.
ARTICLE 7 – VOTING RIGHTS
Section 41: Every member in good standing represented at any general meeting shall be entitled to one vote, providing that the vote of an Association, Corporation, Society, Partnership, Service Club or an Estate member, shall in each such case be assigned to individuals.
Section 42: Voting at Board, annual or general meetings shall normally be by show of hand or if requested by the Chairperson, by ballot or standing vote. A roll call vote shall be taken if requested by five (5) members providing such requests received the approval of two-thirds of the members assembled.
Section 43:The presiding officer shall vote only in case of a tie. Upon an appeal being made from a decision of the presiding officer, the vote of the majority shall decide.
Section 44:Motions or amendments shall be carried out at any Board, annual or general meeting by a majority vote unless otherwise provided in these by-laws and must be signed by the presiding officer.
ARTICLE 8- BY-LAWS
Section 45: By-laws may be made, appealed or amended by a majority of the members of The Chamber, present at any general meeting, a notice of such proposal having been given in writing by one member and seconded by another at a previous Board meeting, duly entered as minutes 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 9 -AFFILIATION
Section 47: The Chamber, at the discretion of the Board, shall have the power to affiliate with the Canadian Chamber of Commerce, the Ontario Chamber of Commerce and any other organization in which membership may be in the interests of the Chamber.
ARTICLE 10 – FISCAL & MEMBERSHIP YEAR
Section 48: The fiscal year of the Chamber of Commerce shall commence on the first day of January each year. The membership year of the Chamber of Commerce shall commence on the first day of January each year.
ARTICLE 11 – AUDITORS
Section 49: Old as per May 1999 revision: Auditors shall be appointed by The Board and they shall audit the books and accounts of The Chamber at least once in each fiscal year and this audited statement will be available to the membership at the request. An annual financial statement shall be presented by the secretary-treasurer at each Annual Meeting and at any other time required by The Board.
New as per March 2010 draft proposal:
The Board shall appoint an external accountant each fiscal year to perform a compilation engagement on the books and accounts of The Chamber resulting in the production of annual financial statements with an attached “Notice to Reader” report. A compilation engagement does not constitute an audit or review engagement and as such, no assurance is provided by the external accountant. The annual financial statements shall be presented by the Secretary at each Annual Meeting and at any other time required by the Board and will be available to the membership upon request.
Old as of March 201o
The Board shall appoint an external bookkeeping service to perform all day to-day bookkeeping tasks. The bookkeeper shall make available a current monthly financial report and account balances to be reviewed by the Board members at each monthly meeting. The bookkeeper and the appointed external accountant shall not be from the same accounting firm or be identical in person.
New as of April 2017
Bookkeeping to be performed in-house by staff. Monthly review of Financials to be presented by Director at Board meetings.
ARTICLE 12 – PROCEDURE
Section 50: Parliamentary procedure shall be followed at all general and board meetings in accordance with “Rules of Order” by Roberts.
ARTICLE 13 – BORROWING AND CONTINGENCY FUND
Section 51: The Board is hereby authorized to borrow money upon the credit of The Chamber in such amounts and on such terms and may be deemed expedient by obtaining loans or advances or‘ by way of overdraft or mortgages or liens on any property owned by the Chamber.
The Chamber had received a donation in the sum of $30,000.00 to be used by the Chamber as a contingency fund as required from time to time and such fund has been so used over the years. It is the intention of the Chamber to re-establish the fund in the sum of $30,000.00 to be used for purposes of an annual bursary for the development of young persons in the District and also to continue as a contingency fund for use by the Chamber in emergencies. Upon the fund reaching the sum of $30,000.00 any interest and growth derived therefrom may then be used for the bursary from year to year so long as the fund is not less than $30,000.00.