Articles of Association
1.0 Name and Objects
1.1 NameThe name of the Corporation shall be "The Mount Pearl Paradise Chamber of Commerce", hereinafter referred to as "the Chamber:"1.2 Objects1.3 Political Involvement
1.2.1. To effectively express the views of the local business community on matters of local, provincial and national interest. 1.2.2. To represent the businesses that conduct business within the City of Mount Pearl and the Town of Paradise. 1.2.3. To encourage improvement of commercial and industrial activity in Mount Pearl and Paradise. 1.2.4. To advance the business interests of the Chamber's members. 1.2.5. To promote advancement of the quality of life, both professional and personal, in Mount Pearl and Paradise. 1.2.6. To advocate for appreciation for Canada's economic system and national unity.The Mount Pearl Paradise Chamber of Commerce shall not support any political party campaign efforts and shall not lend its support to any candidate for public office.1.4 OfficeThe office(s) of the Chamber shall be maintained in the City of Mount Pearl or the Town of Paradise in the Province of Newfoundland.1.5 TermFor the purposes of these By-laws, a term shall mean the period from one (1) Annual meeting of the Chamber to the next annual meeting, which, in any event shall not be longer than fifteen (15) months.1.6 Definition of "Business"For the purposes of these by-laws, a "business" can be defined as either a "for profit" or as a "not-for-profit" business, and can further be either publicly or privately owned entities, or any combination thereof, as the Board may so determine and approve from time to time, particularly as outlined in By-law Section 2.0.
2.1 All persons, corporations or organizations, which support the objects of the Chamber, shall be eligible for membership, subject to the approval of the Board. 2.2 Any such person, corporation or organization may subscribe to one or more memberships in the Chamber by undertaking to pay the annual membership fee thereof. When more than one membership is subscribed for, the subscriber shall name, and with thirty days written notice to the Chamber may from time to time amend the names, of individuals who shall have the rights, privileges and obligations of membership. 2.3 The annual membership fee shall be fixed and prescribed by the Board and shall be payable annually, in addition to any initiation fee that may be determined by the Board. 2.4 Applicants who have otherwise qualified and have paid the prescribed membership fee may be elected to membership upon approval of the Chamber. 2.5 Following their admission to membership, members must pay their annual membership fee, plus any initiation fee, before exercising the rights, privileges and obligations of membership. 2.6 Any membership may be revoked by the Board by a two-thirds (2/3) majority of the Board for nonpayment of membership fees or, after notice and a hearing before the Board for conduct unbecoming a member or conduct prejudicial to the reputation and good order and management of the Chamber. 2.7 Resignations shall be submitted to the Chamber in writing not less than thirty (30) days prior to the annual membership renewal date. Any member who does not give such notice may be held liable for the payment of the membership fee for the ensuing year. 2.8 Any member who fails to pay the prescribed membership fee within sixty (60) days after it becomes due and payable shall thereafter cease to be a member and shall have no further rights or privileges in the Chamber, unless the Board extends the time for such payments or expressly continues such rights and privileges, notwithstanding such default of payment. 2.9 Any member may, upon written notice to the Chamber, accompanied by remittance covering in full all amounts owing to the Chamber, resign from the Chamber. 2.10 The death of a member or cessation of operations of a corporation or organization, or relocation of a member may cancel any above obligation respecting payment of membership fees.
3.1 "General Meeting" shall mean any meeting of the members and consists of the "Annual Meeting" as prescribed by these by-laws and any "Special Meeting" called to discuss a specific matter(s). 3.2 Unless otherwise determined by the Board of Directors, the Annual Meeting of the Chamber shall be held during the first three (3) months of each fiscal year. Business at each annual meeting shall include:
a) Approval of Minutes of last Annual Meeting and any Special Meetings b) Annual Report of the President c) Approval of Financial Statement d) Appointment of Accountant e) Ratification and announcement of Officers and Directors f) Approval of By-laws or Amendments thereto g) Any other matter authorized by the Board to be brought before the meeting and specified in the notice of meeting h) Adjournment 3.3 A Special Meeting of the members may be called by the Board, or upon the written request of ten (10%) percent of the members. The business transacted at such meeting shall be limited to the items outlined in the notice of meeting. 3.4 Notice of the Annual Meeting or any Special Meeting shall be given in writing, by mail and/or electronically (e.g. by facsimile or electronic mail), not less than fourteen (14) calendar days preceding the date of the meeting and shall be held at such time and location as determined by the Board. 3.5 Quorum at any meeting of the members shall consist of ten percent (10%) of members in good standing present at the meeting. 3.6 The Board, or on the request of ten percent (10%) of the members, may submit a question(s) in writing for a referendum vote to the members, by mail and/or electronically (e.g. by facsimile or electronic mail) to the members. Briefs stating both sides of the questions shall accompany any such referendum question(s). Properly completed ballots received by the Chamber within twenty-one (21) days of the issuance of the ballot shall be counted as valid.
4.0 Board of Directors
4.1 The governance for the Chamber shall be vested in a Board of Directors of:
- Nine (9) elected by the members; and
- The Past President, who shall serve as a voting Director with right of office; and
- Two Ex-Officio Directors which represent the Town of Paradise and the City of Mount Pearl, having voice without vote; and
- The Chief Operating Officer who shall serve ex-officio, without vote.
4.2 The Board shall:
a) Fulfill the statutory obligations including those imposed on it by the Boards of Trade Act (R.S.C. 1985, c. B-6). b) Further the objects of the Chamber. c) Exercise oversight of management and operations of the Chamber and its resources and property of the Chamber. d) Provide advice and counsel to the Chair and the Chief Operating Officer regarding such matters as public positions that ought to be taken by the Chamber, Chamber operations, strategy, and future directions. e) Promote the Chamber to the communities of Mount Pearl, Paradise and surrounding area. f) Undertake such additional duties as may be determined by the members. g) Meet regularly. 4.3 Each member with multiple representatives shall designate one to vote on its behalf. 4.4 Directors at the time of election must be, and continue to be, members in good standing or representatives of members in good standing. 4.5 Directors shall be elected for a term of two (2) years and are eligible for re-election to a maximum of two subsequent terms. Appointments and extensions under Sections 4.12 are not included as a term. 4.6 The Nominating Committee chaired by the Past President shall annually prepare a list of nominees, based on a list of desired skills and expertise approved by the Board, for the office of Director to fill all vacancies on the Board of Directors. Such a list of nominees shall serve as a primary ballot and shall be mailed or sent electronically (e.g. by facsimile or electronic mail) to each member entitled to vote not less than thirty calendar (30) days prior to the mailing or electronic transmission of a final ballot. 4.7 Independent nomination of a Director may be made by submission to the Chamber in writing of the name of the nominee who must be a member in good standing of the Chamber, the nominee's agreement to stand for election not less than fourteen (14) days prior to the mailing or transmission of the final ballot upon meeting all prescribed criteria. 4.8 A final ballot shall be mailed or transmitted electronically (e.g. by facsimile or electronic mail) to each member of the Chamber entitled to vote not less than thirty (30) days prior to the election date determined by the Board in accordance with these by-laws. The final ballot shall set forth the number of vacancies for election, the slate of nominees proposed by the Nominating Committee, and any independent nominations received by the Chamber in accordance with section 4.6 of these by-laws. For information, the ballot will also include the names of those Directors who will continue to serve the balance of their term and the names of the Past President, President and President Elect. 4.9 A simple majority of the ballots received by mail, electronic mail or in person by secret ballot received by the date prescribed by appointed adjudicators shall determine the election results. The Board may adopt additional rules and regulations to set out voting procedures. 4.10 Any ballots recording votes for more than the number of Directors required to be elected shall be declared void. 4.11 Vacancies on the Board through resignation or otherwise may be filled by the Board, but any person so appointed to fill a vacancy shall serve only until the next general election of Directors, at which time the membership shall elect a Director(s) to serve for the remainder of the unexpired term(s). 4.12 No Director shall be eligible to be elected to serve for more than three (3) consecutive full terms, not including any partial term filled in accordance with section 4.12. If any Director shall, during the last year of their consecutive terms, fill the office of President, President Elect/Vice President that Director may continue as a Director for the balance of their term on the Executive without re-election by the members. 4.13 Absence of a Director from three regular meetings of the Board without an excuse deemed valid by two thirds majority vote of the Board and so recorded by the Board shall be construed as a resignation from the Board.
5.1 Within fourteen (14) days after the annual election, the Directors shall meet to elect the following officers who shall serve until the next annual election:
a) President Elect/Vice President b) Treasurer c) Secretary 5.2 President-Elect shall succeed to the President in the next term to serve as the current President, and shall be a Director and Officer. 5.3 At the expiration of the President's term, she/he shall serve as Past President, and shall be an Officer and Director ex officio with vote. 5.4 The duties of the officers shall be established by policy of the Board, in addition to any statutory obligations imposed on them by these By-laws and the Board of Trade Act (R.S.C. 1985, c. B-6). 5.5 In accordance with the Board of Trade Act (R.S.C. 1985, c. B-6), the President, President-Elect/Vice President and Treasurer shall take the oath of office before taking office.
6.1 The Board shall establish an Executive Committee consisting of the Officers of the Chamber chosen by the Board, to act on behalf of the Board between meetings of the Board and to undertake such other duties as the Board may prescribe in policies and procedures. The Board at its next regular meeting of the Board shall approve any actions of the Executive Committee. The President of the Chamber shall chair the Executive Committee. 6.2 The Board shall establish a Nominating Committee, Chaired by the Past President and consisting of a majority of members who are not Directors, to undertake responsibilities related to the election of Directors pursuant section 4 of these By-laws. The board shall establish policies and procedures for the Nominating Committee in accordance with these By-laws. 6.3 The Board shall authorize the establishment of such other committees, as it deems necessary to accomplish the work and further the objects of the Chamber. The Board, at its discretion, may disband any committee. The Board shall prescribe committee mandates for all committees it establishes. 6.4 The President shall, with the approval of the Board, make all appointments from the directorship for the committee Chairs. 6.5 Committee Chairs shall have right to solicit or refuse committee members. 6.6 No resolution or action by any committee shall be binding on, or expressive of, Chamber policy without approval of the Board.
7.1 At all membership meetings, ten percent (10%) of members in good standing, present in person shall constitute a quorum. 7.2 At meetings of the Board, a majority of Directors (50% plus 1) present in person, or by teleconference, shall constitute a quorum. 7.3 At committee meetings, a majority of members present shall constitute a quorum except where the committee consists of more than nine (9) members; five (5) shall constitute a quorum. 7.4 All questions of parliamentary procedure at all meetings of the Chamber shall be settled according to Robert's Rules of Order.
8.0 Rules, Regulations, and Policies
8.1 Without limiting the generality of the following, the Board shall make and approve Rules, Regulations, and Policies, consistent with these By-laws, pertaining to:
a) Mission, Vision, and Values of the Chamber. b) Governance of the Chamber. c) Procedures for Election of Directors. d) Publicity and Public Communication on Behalf of the Chamber. e) Committee Mandates. f) Human Resources Policies. g) Position Descriptions for the Officers and the Chief Operating Officer. h) Signing Officers of the Chamber. i) Conflict of Interest. j) Such Other Matters Deemed Necessary for the proper conduct of the Chamber's business and operation. 8.2 The Board and its committees shall follow Robert's Rules of Order in conducting its business.
9.1 The Chamber shall appoint an Accountant to prepare annual financial statements subject to a "review engagement". 9.2 The Directors are hereby authorized from time to time, by resolution duly passed by the Board to:
a) Appoint any banks, banking institutions or trust companies in Canada as bankers to the Chamber. b) Purchase, hold, sell, lease or mortgage real estate. c) Borrow money and give notes of the Chamber therefore signed by two or more persons duly authorized by the Board. d) Enter into contracts of any kind furthering the objects of the Chamber. e) Sue or defend any lawsuit brought against the Chamber, its Officers, Directors or employees. f) Secure such insurance or surety bonds, in such amounts as deemed necessary by the Board.
10.0 Management of the Chamber
10.1 Day to day management of the Chamber's affairs and operations shall be vested in a Chief Operating Officer, or an individual appointed by the Board who shall have the general functions and responsibilities more particularly set out in a position description approved from time to time by the Board.
11.1 The seal of the Chamber shall remain in the custody of the Chief Operating Officer or an individual appointed by the Board, and shall be affixed to all documents; the execution whereof by the Chamber is duly authorized or required.
12.1 Any member has the right to propose by-law amendments to the Board. Amendments to the by-laws shall be reviewed by the Board for approval by the membership. 12.2 At least fourteen (14) days notice of the proposed amendment(s) or addition(s) shall be given to all members in writing, either by mail or electronically (e.g. facsimile or electronic mail) in advance of the meeting of members at which they are to be considered. 12.3 Proposals to amend these by-laws may be adopted by a majority vote of the members in good standing present at any Annual or Special Meeting properly called and constituted. 12.4 With the adoption of these by-laws and their approval by the Minister responsible for administration of the Board of Trade Act (R.S.C. 1985, c. B-6), all former by-laws are hereby repealed.
13.0 Error or Omission
13.1 No error or omission in giving notice of any meeting of the members or Board or committee meeting, or any adjourned meeting shall invalidate such meeting or make void any proceedings thereat and any Member or Director may at any time waive notice of such meeting and may ratify, approve and confirm any and all proceedings taken or had thereat.
14.1 Every Director or Officer of the Chamber or other person who has undertaken or is about to undertake any liability on behalf of the Chamber or any corporation controlled by it, and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the Chamber from and against:
a) All costs, charges and expenses which such Director, Officer, or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against such Director, Officer, or other person, or in respect of any act, deed, matter or thing whatsoever, made, done, or permitted by such Director, Officer, or other person, in or about the execution of the duties of such Director's, Officer's, or other person's office or in respect of any such liability. b) All costs, charges and expenses which a Director, Officer, or other person sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by such Director's, Officer's, or other person's own willful neglect or default. c) The Chamber shall maintain sufficient Directors and Officers (D&O) liability insurance for this purpose.
15.0 Interpretation of the by-laws
15.1 In any matters of interpretation of these by-laws the Board shall be the final and sole arbitrator.