Article 1 - Name and Objectives
1.01 – The name of this organization is the Gibsons & District Chamber of Commerce, hereinafter known as the “Chamber”.
1.02 – Mission statement: The Gibsons & District Chamber of Commerce is dedicated to promoting local business and taking a leadership role in issues affecting the business community.
1.03 – The Chamber will support and encourage the interests of business in municipal, regional, provincial and national matters and will act on behalf of its members in all such matters.
1.04 – The usual meeting place shall be within the Town of Gibsons and District.
1.05 – The “Chamber” shall be non-partisan and non-sectarian and shall not lend its support to any candidate for public office.
Article 2 - Interpretation
2.01 – The headings contained in these bylaws are for the convenience of reference only and shall not in any way affect the construction or interpretation of these bylaws.
2.02 – Wherever the words “the Board” occur in these bylaws they shall be understood to mean “the Board of Directors of the Chamber”.
2.03 – Wherever the words “Board Members” occur in these bylaws they shall be understood to mean the Officers and Directors who constitute the “Board of Directors”.
”Officer” or “Officers” deemed here to include the President, Vice-President, Treasurer and Secretary.
“Member” means a member of the Chamber in good standing.
“Nominee” means a person or persons appointed by a member firm as its representative(s) in accordance with rules as established by the Board.
“Person” includes a natural person, a body corporate, a partnership, a society or an unincorporated association.
“District” 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.18, sl).
Article 3 - Membership
3.01 – Any person who is interested in enhancing the quality of life in the community by actively supporting business, economic growth and diversification of Gibsons & District and the Province of British Columbia shall be eligible for admission to membership of the Chamber on being accepted for membership in the manner, and upon complying with the requirements for membership, as set out in these bylaws.
3.02 – Applications for membership shall be in writing, shall provide such information as the Chamber may require. Every application shall be accompanied by payment of the annual membership dues applicable to the applicant.
3.03 – Applications for membership in the Chamber shall be accepted upon approval of the Board.
3.04 – There shall be the following classes of membership in the Chamber:
Member – those persons having complied with the requirement for membership and whose annual membership dues are in good standing.
Life member – may be conferred upon those of the membership who have given long and outstanding service to the Chamber. They shall have the same privileges as membership, but are exempt from payment of all dues.
Honorary member – may be conferred upon those who gain distinction in public, business or professional affairs. They shall have all the privileges of membership, except that of holding office in the Chamber or voting at meetings and are exempt from payment of dues for the term of 1 year.
3.05 – A member may be expelled from membership by a vote of seventy-five percent (75%) of the Directors present at a meeting of the Directors where five (5) days notice specifying the purpose of the meeting has to be given to the Directors and at which meeting not less than seventy-five (75%) in number of the Directors shall be present.
3.06 – A member who is delinquent in paying the annual membership dues for three (3) months and has received written notice of same, is deemed expelled.
3.07 – A member may withdraw from membership in the Chamber by giving notice in writing. A member who withdraws after the annual fee has been paid shall not be entitled to a refund.
Article 4 - Dues & Assessments
4.01 – There shall be an annual membership fee payable by each member except Honorary and Life Members. The Board shall determine the annual membership fees and the date when such fees shall be paid.
4.02 – Other assessments may be levied against all members, provided they are recommended by the Board and approved by a majority of the members present at a general meeting of the Chamber. The notice calling such general meeting shall state the nature of the proposed assessment.
Article 5 - Board of Directors
5.01 – The operation of the Chamber, the direction of its affairs and the control of its property shall be vested in the Board of Directors, consisting of five (5) elected Directors, in addition to four (4) elected officers, and one (1) immediate Past President.
5.02 – The elected Officers shall be: President, Vice-President, Treasurer and Secretary.
5.03 – The Board shall have the general power of administration. It may make or authorize petitions or representations to the Government or Parliament of Canada, the Government or Legislature of British Columbia or the Council of the Town of Gibsons or the Board of the Sunshine Coast Regional District as the Board may determine.
5.04 – The Board shall, in addition to the powers hereby expressly conferred on it, have such powers as are assigned to it by any bylaw of the Chamber provided, however that such powers are not inconsistent with provisions of the Board of Trade Act.
5.05 – The board may invite representation to the Board to provide information, comment, discussion or participation on behalf of their respective interests from any organization that the Board deems appropriate.
5.06 – In addition there shall be a non-voting liaison from the Town of Gibsons and the Sunshine Coast Regional District.
5.07 – The administration and management of the Chamber shall be in charge of a salaried Executive Director appointed by the Board. The Executive Director shall have supervision and authority over the administration and personnel of the Chamber’s office. The Executive Director will be a non-voting attendee at all Board meetings with the exception of any in-camera meeting called by the Chair.
5.08 – The President and the Executive Director shall be ex-officio members of every committee unless otherwise directed by the Board.
5.09 – 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.
5.10 – Public announcements in the name of the Chamber shall be made only by the spokesperson authorized by the Board.
5.11 – Non-profit organization Directors and Officers Liability Insurance shall be mandatory.
Article 6 - Terms of Office
6.01 – All Directors shall be members or delegated representatives of a member organization in good standing of the Chamber. The term of office of the Officers shall be for one (1) year. The same person shall not hold the same office for more than three (3) consecutive terms.
6.02 – The Directors shall be elected for a two (2) year term, of which some of the directors are elected in alternating years. Subject to paragraph 7.09.
6.03 – Terms of office of incoming directors and officers shall commence when they will take and subscribe to an oath of office and shall continue until the end of the period for which they are elected.
6.04 – Directors may serve a maximum of three (3) consecutive two (2) year terms with the exception of the immediate past President who shall continue to serve the terms of office until the end of the period for which appointed.
6.05 – Directors absent from three (3) consecutive meetings or four (4) meetings in one (1) year without sending regrets, will be considered to have resigned their office. The Board may reinstate such a Board member by a majority vote held by ballot.
6.06 – No paid employee of the chamber shall be a member of the Board.
6.07 – Any Board member may be suspended from his/her 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 his/her duties, providing however, that any 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.
Article 7 - Elections and Appointments
7.01 – The election of Directors shall take place at the Annual General Meeting within 90 days fiscal year end.
7.02 – All Chamber members in good standing are eligible for nomination to the Board.
7.03 – All Directors of the Chamber must either reside or work in the area from Egmont to Port Mellon.
7.04 – Candidates for President and Vice-President must have served on the Board during the preceding year.
7.05 – In October the President shall appoint a Nominating Committee consisting of the Immediate Past President, the Executive Director and the Vice-President to be Chair of the Nominating Committee, and two (2) others from the membership of the Chamber, who shall nominate members to at least the number of Directors to be elected. Simultaneously through a mailing the Chair shall request a call for nominations from the membership.
7.06 – Any member in good standing may submit nominations for the position of the Director of the board, however such nominations must be in writing and have the signed consent of the member nominated.
7.07 – The chair of the Annual General Meeting will call for nominations from the floor and a nominee accepting the nomination will be considered a candidate for Director.
7.08 – A vacancy among the Officers or Directors shall be filled by the board of Directors for the duration of the unexpired term of such vacancy, and such appointed Director shall be deemed to be an elected Director for purposes of these bylaws.
7.09 – When the position of President becomes vacant during a term the Vice-President shall automatically become President.
Article 8 - Duties
8.01 – The duties of Officers shall be such as their title by general usage would indicate and such as may be assigned to them respectively by the Board of Directors and as outlined herein:
8.02 – The President shall preside at all General Meetings of the Chamber, Board and shall regulate the order of business at such meetings, receive and put lawful motions, and communicate to the meeting what may concern the membership of the Chamber. It shall be the duty of the President and the Executive Director to present a general report of activities of the year at the Annual General Meeting.
8.03 – The Vice-President or designated Director shall act in the absence of the President.
8.04 – The Treasurer shall have charge of all funds of the Chamber and shall deposit, or cause to be deposited, the same in a recognized Canadian financial institution selected by the Board. Out of such funds the Treasurer shall pay, or cause to be paid, amounts approved by the Board and shall keep a regular account of the income and expenditures of the Chamber and shall submit an audited statement or professional “review” thereof for presentation by a qualified accountant 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 and shall report monthly on the finances of the Chamber at the Board meeting. Two signatories appointed by the Board shall sign all cheques. Two Directors, at least one of which is an officer, shall sign all contractual agreements requiring signatures on behalf of the Chamber after ratification by the Board of Directors.
8.05 – The Secretary shall be responsible for keeping the records of the Chamber, conducting its correspondence and retaining copies of all official documents. The Secretary shall maintain an accurate record of the proceedings of the Chamber and of the Board.
8.06 – No Officer or Director is precluded from contractual work for any organization including the Chamber; however it is deemed a conflict of interest not to divulge the contract that may affect the Chamber and must exclude themselves from discussion and voting on such contracts.
8.07 – Any Board member seeking public office must take a leave of absence from the Board during the campaign for such office.
Article 9 - Meetings
9.01 – GENERAL MEETINGS
9.01.1 The Annual General Meeting of the Chamber shall be held no later than ninety (90) days after the fiscal year end of the Chamber – sec 10.06. At least 21 days of notice of the Annual General Meeting shall be given to the membership. Written reports of the President and Executive Director shall be submitted to the membership at this meeting.
9.01.2 The Chamber shall hold at least four (4) General Meetings a year, including the Annual Meeting. Time and place shall be decided by the Board of Directors within the requirements of article 9.01.1.
9.01.3 Upon written request of five per cent (5%) of the membership in good standing and to be not less than 10 members, the President shall call a Special General Meeting within twenty-one (21) days.
9.01.4 Notice of General Meetings shall be in writing and shall be mailed either electronically or by post to members by the Secretary at least six (6) days before each meeting.
9.01.5 A quorum at a General Meeting shall be constituted by fifteen per cent (15%) of the members is good standing. In the absence of a quorum, a vote can be conducted electronically within two weeks of the meeting.
9.02 DIRECTORS MEETINGS
9.02.1 The Board shall meet at least ten (10) times a year. Time and place shall be decided by the Board.
9.02.2 Notice of Board Meetings shall be in writing and shall be mailed either electronically or by post to the Board Members at least six (6) days before each meeting or in special or emergency situations may be given to each Board Member personally giving at least forty-eight (48) hours notice as may be reasonable under the circumstances. Accidental omission to give notice to all Board Members or the non-receipt of notice by any Board Member shall not invalidate the proceedings of any Board Meeting. A quorum is defined in article 9.02.3 is always required.
9.02.3 A quorum at a Board Meeting shall be a majority of the Board of Directors.
9.02.4 Upon written request of a majority of the Board of Directors, the President shall call a meeting within twenty-one (21) days.
9.02.5 In-camera meetings are closed to all but elected Directors and deal with property, personnel, legal and/or other sensitive matters.
9.03 COMMITTEE AND TASK FORCE MEETINGS
9.03.1 The Committees and Task Forces of the Chamber shall be established by the Board. The Chair of each Committee or Task Force shall be approved by the Board. It shall be the duty of the Chair of each Committee or Task Force to take charge of all business referred to the Committee or Task Force by the Board, and to report thereon. A record of each Committee or Task Force proceeding shall constitute a part of the transactions of the Chamber and shall be kept on file. No Committee or Task Force report, result or information shall be released by any Committee, Task Force or Chamber member except in accordance with Article 5, paragraph 5.10 herein.
9.03.2 No action or resolution of any committee of the Chamber shall be binding upon or expressive of, the opinions or authority of the Chamber unless and until such action or resolution shall have been approved by the Board.
9.03.3 No Committee or Task Force of the Chamber or any member thereof shall contract any debt on its behalf which in any manner or to any extent renders the Chamber liable to the payment of any sums, unless the sum shall have been approved by the Board.
9.04.1 The proceedings of all meetings shall be governed by Democratic Rules of Order.
Article 10 - Finances
10.01 – Funds for the operation of the Chamber shall be raised by annual dues, special assessments, voluntary contributions, fees for service and fundraising activities.
10.02 – Signing authority for the Chamber shall be vested in any two of the Officers.
10.03 – The Board, on behalf of and in the name of the Chamber, shall have the power to acquire, sell or lease real estate, or mortgage the same, incur debts or enter into contract of any kind to further the interests of the Chamber, provided however, that no purchase, sale or mortgage of real estate shall be made until approved by a majority of the members present and voting at a General Meeting of the Chamber provided however, that notice of intention to so acquire, sell, purchase, lease, or mortgage shall have been given to the membership in a notice calling the special meeting.
10.04 – The funds and the property of the Chamber shall be used and applied for such purpose only as is calculated to promote the objectives for which the Chamber was constituted. No Board Member shall be remunerated for being or acting as a Director or elected Officer, but a Board Member shall be reimbursed for all expenses necessarily and reasonably incurred by them while engaged in the affairs of the Chamber.
10.05 – An audit or “review” of the books and accounts of the Chamber will be made annually by a qualified accountant, duly appointed by the Board.
10.06 – The fiscal year of the Chamber shall be from January 1st to December 31st.
10.07 – At an Annual General Meeting of the membership, not exceeding ninety (90) days following the end of the fiscal year, there shall be submitted the audited, or reviewed statements of the Chamber’s finances for acceptance by the membership.
10.08 – The Treasurer on behalf of the Finance Committee will present an operating budget for approval by the Board before the beginning of the new fiscal year. The budget is to cover the forthcoming fiscal year, and when approved, the Executive Director shall be empowered to carry out the provisions contained therein.
Article 11 - Voting Rights
11.01 – Subject to paragraph 3.04 every member and nominee in good standing represented at any General Meeting shall be entitled to one vote.
11.02 – Voting at Board or General Meetings shall normally be by a show of hands or, if requested by the Chair, by ballot.
11.03 – The presiding Chair shall vote only in the case of a tie.
11.04 – Motions or amendments shall be carried at any Board or General Meeting by a majority vote unless otherwise provided for in these bylaws or by any Act of Legislature or Parliament.
Article 12 - Affiliation
12.01 – The Chamber, at the discretion of the Board, shall have power to affiliate with the Canadian Chamber of Commerce, the British Columbia Chamber of Commerce, or any other organization in which membership may be in the interests of the Chamber.
Article 13 - Oath of Office
13.01 – The oath of office shall be in the following form and shall be taken and subscribed before either the Mayor of Gibsons or any Justice of the Peace.
“I (name) swear (or affirm) that I will faithfully and truly perform my duty as (name of office) of the Gibsons & 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 Gibsons & District Chamber of Commerce was constituted, according to the true intent and meaning of the same. I so swear (or affirm).”
Article 14 - Amendments
14.01 – These bylaws may be made, amended, or replaced by a majority vote of members in good standing in attendance at any General Meeting, or at any special meeting called for that purpose, 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 twenty (20) days before the meeting.
Article 15 - Repeal of Former Bylaws
15.01 – With the adoption of these bylaws, all former bylaws are hereby repealed.