BYLAWS of the MELVILLE AND DISTRICT
CHAMBER of COMMERCE INC.
INCORPORATED as a Nonprofit Organization
Under the Non Profit Corporations Act of Saskatchewan
Incorporated - September 16, 1988
Amended - April 25, 2003
Amended - June 30, 2005
Complete Update - November 17, 2015
Updated - June 18, 2019
TABLE OF CONTENTS
1.0 ARTICLE - NAME AND OBJECT
1.2 Object 1.3 Place of Meeting
1.4 Non Partisan
2.0 ARTICLE - INTERPRETATION
2.3 The Chamber
2.4 The Board
3.0 ARTICLE - MEMBERSHIP
3.1 Eligibility of Individuals
3.2 Eligibility of Organizations
3.5 Non Payment
3.6 Mandatory Removal
3.7 Honorary Memberships
4.0 ARTICLE - DUES AND ASSESSMENTS
5.0 ARTICLE - OFFICERS AND THE BOARD
5.1 Board Powers
5.2 Board Structure
5.3 Term of Directors
5.5 Executive Committee
5.7 Vice Presidents
5.8 Executive Director
5.9 Oath of Office
5.11 Seal (removed 2019)
5.12 (a,b,c) Indemnification of Officers and Directors
6.0 ARTICLE - ELECTIONS
6.1 Election Committee
6.2 Request for Nominations
7.0 ARTICLE - MEETINGS
7.1 Notice of Board meetings
7.2 Annual General Meeting
7.3 Notice of Annual General Meeting
7.4 Special General Meeting
7.5 Notice of Agenda
8.0 ARTICLE - BYLAWS
8.1 Passing of Bylaws
9.0 ARTICLE 9 - FISCAL YEAR
9.1 Commencement Date
10.0 ARTICLE 10 – AUDITORS
10.1 Preparation / Presentation
11.0 ARTICLE 11- PROCEDURE
11.1 Procedures for Conduct of Meetings
ARTICLE I - NAME AND OBJECT
SECTION 1.1: NAME:
The name of this organization shall be Melville and District
Chamber of Commerce.
SECTION 1.2: OBJECT:
The object of the Melville and District Chamber of Commerce shall be to support, promote and improve trade, commerce, agriculture and the economic, civic and social welfare of the City of Melville and surrounding district.
SECTION 1.3: PLACE OF MEETING:
The usual place of meetings shall be in the City of Melville.
SECTION 1.4: NON PARTISAN:
The Melville and District Chamber of Commerce shall be non-partisan, non sectional, and non-sectarian, and shall not lend its support to any candidate for public office.
ARTICLE 2 - INTERPRETATION
SECTION 2.1: ACT:
‘Act’ means The Nonprofit Corporations Act (Saskatchewan) as amended from time to time.
SECTION 2.2: CORPORATION:
‘Corporation’ means Melville & District Chamber of Commerce.
SECTION 2.3: CHAMBER:
’Chamber’ means “Melville and District Chamber of Commerce” as a body.
SECTION 2.4: THE BOARD:
‘The Board’ means member(s) elected to "The Board of Directors of the “Melville and District Chamber of Commerce".
SECTION 2.5: OFFICER(S):
‘Officer(s)’ means a Director who is the President, 1st Vice-President, 2nd Vice President and/or Past President.
SECTION 2.6: DIRECTOR:
‘Director’ means a member who has been elected to the Board of Directors.
SECTION 2.7: CHAIR/CHAIRPERSON:
‘Chair and/or Chairperson’ means a duly elected Chair/President
of the Chamber.
SECTION 2.8: DISTRICT:
‘District’ means that area within and for which this Chamber was established, as defined in the Certificate of Incorporation as a Nonprofit Organization under the Non Profit Corporations Act of Saskatchewan.
SECTION 2.9: MEMBER
'Member’ means a member of the Melville & District Chamber of Commerce.
SECTION 2.10: MANAGER:
‘Manager’ means the Office Manager and/or Executive Director of the Chamber.
SECTION 2.11: CITY:
‘City’ means the City of Melville.
SECTION 2.12: PROVINCE:
‘Province’ means the Province of Saskatchewan, Canada.
ARTICLE 3 - MEMBERSHIP
SECTION 3.1: ELIGIBILITY OF INDIVIDUALS:
Any reputable person who is at least 18 years of age, directly or indirectly engaged or interested in trade, commerce or the economic and social welfare of the district is, upon payment of the prescribed fee, eligible for admission to membership as a regular member in the Chamber by resolution of the directors.
A regular member is entitled to all privileges of membership including the right to vote at meetings of members.
SECTION 3.2: ELIGIBILITY OF ORGANIZATIONS:
Associations, corporations, societies, organizations, partnerships 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 but the voting power of such memberships shall, in each such case, be assigned to individuals.
SECTION 3.3: TERM:
Memberships shall continue from the time of admittance until a member has resigned in accordance with the provisions of these bylaws or has been removed from the roll of members by action of the Board.
SECTION 3.4: RETIREMENT:
Any member of the Chamber, who intends to retire there from or to resign his/her membership, may do so at any time upon discharging any lawful liability which is standing upon the books of the Chamber against him/her at the time of such notice.
SECTION 3.5: NON PAYMENT:
The Board may remove from the roll of members the name of any new member failing to pay his/her annual dues within thirty days of his/her admission. Any other member who fails to pay such dues within three months of the date they fall due shall be referred to the Board regarding what action to take by the Board. Action may include forfeiture of membership.
SECTION 3.6: MANDATORY REMOVAL:
Any member of the Chamber may be expelled by a vote of the Board.
SECTION 3.7: HONORARY MEMBERSHIPS:
Persons who have distinguished themselves by some meritorious or public service may be elected honorary members by a majority vote of the Chamber. Such recognition shall be for a term of one year and may be repeated. Honorary memberships shall include all the privileges of an active membership except that of holding office. Honorary memberships are exempt from payment of annual dues.
ARTICLE 4 - DUES AND ASSESSMENTS
SECTION 4.1: DUES:
The annual dues payable by members of the Chamber shall be determined annually by the Board subject to the approval of a majority of the members present at a General Meeting of the Chamber.
SECTION 4.2: ASSESSMENTS:
Other assessments may be levied against all members, provide 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 - OFFICERS AND THE BOARD
SECTION 5.1: BOARD POWERS:
The Board shall govern the affairs of the Chamber in accordance with these By-Laws, as amended from time to time by any General Meeting of the Chamber.
The Board shall have power, subject to the aforesaid, to do all things necessary to accomplish the purpose of the Chamber and may make or cause to be made for the Chamber, any description of contract or arrangement which may be designed to further the objects of the Chamber. The Board may make or cause to be made any representations in the name of the Chamber.
SECTION 5.2: BOARD STRUCTURE:
The Board shall consist of a minimum of three and maximum of eighteen Directors who shall be from the City Melville and surrounding district.
Additional Board members may be elected with a maximum of eighteen Directors.
SECTION 5.3: TERM OF DIRECTORS:
Directors shall be elected for a term of one year. The immediate Past President shall automatically be a member of the Board. Appointments to the Board shall expire annually; however directors are eligible for re-election.
SECTION 5.4: DIRECTORS:
At each Annual General Meeting the members in attendance will elect a minimum of 3 and maximum of 18 Directors.
SECTION 5.5: EXECUTIVE COMMITTEE:
The immediate Past President, the President, the 1st Vice President and the 2nd Vice President shall constitute the Executive Committee. At each Annual General Meeting immediately following the election of the Directors, the members in attendance at the Annual General Meeting will, from the newly elected Directors, elect a President, 1st Vice President and 2nd Vice President who shall hold office for one year or until their successors have been duly elected.
It shall be their duty to provide advice on any matters referred to them by the Board or the full Chamber. They shall be authorized to act in emergencies, subject to approval of the Board at the next meeting.
SECTION 5.6: PRESIDENT:
The President shall be elected by the members present at the Annual General Meeting following the election of the directors. She/he shall preside at all meetings of the Chamber and of the Board and shall exercise a general awareness of the entire work of the Chamber. In the absence or resignation of the President, the1st Vice President shall serve and in the absence or resignation of the 1st Vice President the 2nd Vice President shall serve.
SECTION 5.7: VICE PRESIDENTS:
The 1st Vice President and the 2nd Vice President shall be elected by the members in attendance at the Annual General Meeting and shall act in the absence of the President or the 1st Vice President in the order of their office.
SECTION 5.8: EXECUTIVE DIRECTOR:
An Executive Director shall be appointed by the members present at the Annual General Meeting, which appointment shall be continuously subject to the requests of the Board. He/she shall be an “ex officio” member of the Board of Directors, shall act as secretary to the Chamber, the Board and the Executive Committee and shall perform the services required by the job description of the Executive Director as the Board requires from time to time regarding the operation of the business of the Chamber. The Executive Director shall receive such compensation as the Board shall decide.
SECTION 5.9: OATH OF OFFICE:
The President, 1st Vice President, and the 2nd Vice President and any other Directors shall, before entering upon the duties of their office, take and subscribe to an Oath of Office.
SECTION 5.10: REMUNERATION:
Officers and Directors of the Board shall receive no remuneration for services rendered, but the Board may grant any of these said Officers and Directors reasonable expense monies.
SECTION 5.11: SEAL: Removed 2019
SECTION 5.12: INDEMNIFICATION OF OFFICERS AND DIRECTORS:
- (a) Limitation of Liability - Every Director and Officer of the Corporation, in exercising his/her powers and discharging his/her duties, shall act honestly and in good faith with a view to the best interests of the Chamber and exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances.
Subject to the foregoing, no Director or Officer shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or employee or for joining in the receipt or other act for conformity or for any loss, damage or expense happening to the Chamber through the insufficiency or deficiency of any security in or upon which any of the monies of the Chamber shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious (wrongful) act of any person with whom any of the monies, securities or effects of the Chamber shall be deposited or for any loss occasioned by any error of judgment or oversight on his/her part or for any other loss, damage, or misfortune whatever which shall happen in the execution of the duties of his/her office or in relation thereto; provided that nothing herein shall relieve any Director or Officer from the duty to act in accordance or from liability for any breach thereof.
- (b) Indemnity - The Chamber shall indemnify a Director or Officer, a former Director or Officer, or a person who acts or acted at the Chamber’s request as a Director or Officer of a body corporate of which the Chamber is or was a member or creditor, and his/her heirs and legal representatives, against all costs, charges, and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him/her in respect of any civil criminal, or administrative action or proceeding to which he/she is made a party by reason of being or having been a Director or Officer of the Chamber or such body corporate, if -
i) He/she acted honestly and in good faith with a view to the best interests of the Chamber, and
ii) In the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he/she had reasonable grounds for believing that his/her conduct was lawful.
- (c) Insurance - The Chamber shall purchase and maintain insurance for the benefit of any person referred to in such amounts as the Board of Directors may from time to time determine.
ARTICLE 6 - ELECTIONS
SECTION 6.1: ELECTION COMMITTEE:
The current Directors are encouraged to contact Chamber members and individuals at large each year to seek out nominees for the Board of Directors. It is preferable that these contacts are carried out in person; however, an email sent to all Chamber members may also be used as a means of contact. It is important that the directors be cognizant of the need to have fair and broad representation of the business community on the Board, if at all possible.
SECTION 6.2: REQUEST FOR NOMINATIONS:
The Election Committee shall, at least 30 days prior to the Annual General Meeting, prepare and cause to be mailed or emailed to each member of the Chamber a notice specifying the number of vacancies to be filled and the terms and conditions under which nominations for the Board of Directors shall be closed.
It shall be understood by the Election Committee that a minimum of three Directors shall always be representing the Melville and District Chamber of Commerce. All nominations must be made on such form as the Committee shall prescribe.
SECTION 6.3: NOMINATIONS:
Any Member of the Chamber may present and nominate a Member for election to the Board at the Chamber’s Annual General Meeting. The membership at large shall be encouraged to submit nominations.
The Election Committee shall, at least 15 days prior to the Annual General Meeting, prepare a list of nominations for Directors, including nominations received in writing from the members.
Once the nominations are complete and the nominees' consent to accept office is endorsed, the entire nomination list will be presented by the Election Committee to be voted on by the members present at the Annual General Meeting.
The Election Committee shall, if possible, nominate more members than are required for the position of Director for the upcoming year.
SECTION 6.4: VOTING:
Immediately after the time has expired for receiving nominations, the Election Committee shall present the list of nominees at the Annual General Meeting.
SECTION 6.5: ELECTIONS:
In case of a tie vote, ballots may be used under the direction of the committee. The ballots will be counted by the committee who will announce the name of the nominee with the most votes.
Successful candidates shall be elected for a one-year term. Should members on the Board vacate their office before completing the one-year term, they may be replaced in accordance with Bylaw 6.6 respecting replacement of Directors.
SECTION 6.6: VACANCIES:
If any vacancies arise among the elected Directors, the Board may appoint a member to fill such vacancy until the next Annual General Meeting.
SECTION 6.7: REMOVAL:
If any Director is absent from three consecutive regular meetings of the Board without an acceptable reason, the Board has the option to vote on whether to excuse the Director or to declare his/her seat vacant and proceed to fill such vacancy.
ARTICLE 7 - MEETINGS
SECTION 7.1: NOTICE OF BOARD MEETINGS:
At least (7) days’ notice of each meeting of the Board shall be given to
each Member of the Board. Notice of Meeting shall be accompanied by a proposed agenda.
The Board meets monthly on the second Tuesday at a time and place to be decided at the previous meeting. The Board may, for cause, change the date of any meeting and may, at its discretion, suspend its meetings during the months of July and August in each year and the Board shall meet otherwise at the call of the President. Such notice shall be given to all Directors by email and/or telephone.
Meetings of the Board shall be held at least five (5) times a year with a minimum of three (3) directors, one (1) being an executive officer.
SECTION 7.2: ANNUAL GENERAL MEETING:
The Annual General Meeting of the Chamber shall be held during the month of February or March and shall be no longer than fifteen (15) months from the last Annual Meeting.
SECTION 7.3: NOTICE OF ANNUAL GENERAL MEETING:
Notice of the time and place of a meeting of members shall be sent, not less than 15 days or more than 50 days before the meeting, to each member entitled to attend the meeting and to the auditor.
SECTION 7.4: SPECIAL GENERAL MEETING
If it is deemed necessary by the Directors that a Special General meeting of the Chamber be called, a minimum of 7 days notice, in writing or by email of the date and place of any Special General Meeting shall be given to all members of the Chamber. However, a Special General Meeting may be called on shorter notice by unanimous resolution of the Board, which notice shall state the purpose of the meeting and the reason for short notice.
SECTION 7.5: NOTICE OF AGENDA:
All notices of meetings shall specify the agenda of such meetings.
SECTION 7.6: QUORUM:
The Quorum for conducting business at any meeting of the Board shall be three (3) Directors, one (1) being an executive officer.
The Quorum for any meeting of a committee of the Board shall be (3)members of the committee, one (1) being a Director.
SECTION 7.7: PARTICIPATION:
The meetings of the Board shall be open to all members of the Chamber who may attend those meetings, but not take part in any proceedings thereat unless permitted to do so by the Board.
SECTION 7.8: MINUTES:
Minutes of the proceedings at all meetings of the Board, the Executive Committee and committee meetings shall be entered in the books to be kept for that purpose, by the Executive Director of the Chamber. The books containing the minutes shall be open at all reasonable hours and free of charge to any member of the Chamber in good standing.
ARTICLE 8 - BYLAWS
SECTION 8.1: PASSING OF BYLAWS:
Bylaws may be made, repealed or amended, by a majority vote, of members present at any General Meeting.
SECTION 8.2: EFFECT:
All business of the Chamber shall be conducted in accordance with the Bylaws.
ARTICLE 9 - FISCAL YEAR
SECTION 9.1: COMMENCEMENT DATE:
The Fiscal Year of the Chamber shall commence on the 1st day of January of each year.
ARTICLE 10- AUDITORS
SECTION 10.1: PREPARATION / PRESENTATION
An unaudited financial statement shall be presented by the Executive Director at each monthly Chamber meeting.
The Board requests the preparation of an Annual Review engagement report by a CPA ( Certified Professional Accountant) statement to be done .
ARTICLE 11 – PROCEDURE
SECTION 11.1: PROCEDURES FOR CONDUCT OF MEETINGS:
"Rules of Order" by Roberts shall be followed at all Chamber meetings.