BY-LAW NO. 1

A by-law relating to the transaction of the affairs of the MERRICKVILLE-WOLFORD ^[1]AND DISTRICT CHAMBER OF COMMERCE, a not-for-profit corporation incorporated under the Ontario Not-for-profit Corporations Act, 2010^[2] (Ontario Corporations Number 1188554).

Definitions

In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:

1. "Act" means the Not-for-Profit Corporations Act, 2010 (Ontario) and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time;
2. "Board" means the board of directors of the Corporation;
3. "By-laws" means this by-law (including the schedules to this by-law) and all other by-laws of the Corporation as amended and which are, from time to time, in force and effect;
4. "Chair" means the chair of the Board;
5. "Corporation" means the corporation that has passed these by-laws under the Act or that is deemed to have passed these by-laws under the Act;
6. "Director" means an individual occupying the position of director of the Corporation by whatever name he or she is called;
7. "Member" means a member of the Corporation;
8. "Members" means the collective membership of the Corporation; and
9. "Officer" means an officer of the Corporation.

Interpretation

Other than as specified in Section Definitions, all terms contained in this By-law that are defined in the Act shall have the meanings given to such terms in the Act.  Words importing the singular include the plural and vice versa, and words importing one gender include all genders.

Severability and Precedence

The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law.  If any of the provisions contained in the By-laws are inconsistent with those contained in the articles or the Act, the provisions contained in the articles or the Act, as the case may be, shall prevail.^[3]

HEAD OFFICE        _

1. The head office of the corporation shall be in the Village of Merrickville-Wolford in the Province of Ontario.  The directors may, from time to time, determine the specific location of the head office.

FISCAL YEAR

2.        The fiscal year of the corporation shall begin on January 1st of each year and end on December 31st of the same year.

SEAL

3.        There shall be a corporate seal for the corporation.  An imprint of the corporate seal is impressed in the margin.

MEMBERS

4.        Any person, firm, partnership, association, corporation, society, directly or indirectly engaged or interested in trade, commerce, or the economic welfare of the district, shall be eligible for membership in the Chamber.

5.        Annual membership fees shall be set by the Directors, prior to the fiscal year end of the Corporation, for the year next ensuing.

6.^[4]        There are three (3) categories of membership:

        i) A full member in good standing and who has paid the applicable annual membership fee for that year is entitled:

(a)        to attend any meeting of the corporation;

(b)        to vote at any general or annual general meeting of the corporation; and

(c)        to hold any office of the corporation.

        ii) An Associate member in good standing and who has paid the applicable reduced annual membership for that year:

(a)        will be permitted to attend any meetings and or functions of the corporation;

(b)        will NOT be a voting member;

(c)        will NOT hold any office of the corporation however may assist on committees of the corporation.

        iii) A non-profit member which includes any non-profit group (Legion, Lions Club, etc) who wish to support the corporation, who is in good standing and who has paid the applicable reduced membership fee for the year:

(a)        will be permitted to have a representative attend any meetings and or functions of the corporation;

(b)        will NOT be a voting member;

        (c)        will NOT hold any office of the corporation however may assist on committees of the corporation.

Members that are corporations, unincorporated associations or trusts are entitled to vote by proxy at any members meeting provided a proxy in writing is delivered to the secretary no later than 48 hours prior to the meeting.

7.        Each member is entitled to one vote.  The chair of the meeting is entitled to a casting vote in the event of a tie on any matter before that meeting that has been voted upon by the members.

8.        Membership shall cease:

(a)        upon death of a member;

(b)         if the member has not renewed his or her membership and paid the applicable annual membership fee prior to or at the annual general meeting;

(C)        if the member resigns by written notice given to the secretary;

(d)        if the member no longer qualifies for membership in accordance with the bylaws; or

(e)        if the membership has been terminated by a vote of at least two-thirds of the members at a meeting duly called for that purpose.  Notice of the meeting shall be served upon the member and shall set out the grounds for the proposed termination of his or her membership.

MEETINGS (meetings may be in-person or virtual)

9.         The annual general meeting of the corporation shall be held no later than 18 months after the incorporation and no later than 2 months after the end of each fiscal year thereafter.

10.        Regular general meetings of the-corporation shall be held not less than quarterly.  *Members are advised of, and invited to attend, monthly board meetings as observers – a question period is included in agendas.

11.        The directors may; from time to time, call other general meetings of the corporation.

12.        The directors shall call a general meeting of the corporation if at least 10 per cent of the members of the corporation request that a general meeting be called.

13.        Notice of the annual general meeting or of a general meeting shall be given to the members by the secretary at least ten (10) days before the date of the meeting.

14.        Quorum for the annual general meeting or for a general meeting of the corporation shall be 10% ^[5]of members of the corporation, present in person, provided that at least two (2) members, other than directors, are present in person at the meeting.

15.        Any meeting of the corporation may be adjourned to any time and from time to time.  No notice shall be required for any adjournment.  An adjournment may be made with or without a quorum being present.  

NOTICE

16.        Any notice required to be given under the Act, the Letters Patent, the by-laws or otherwise by a member, director, officer or auditor shall be deemed to have been given if it is:

(a)        delivered personally to the person to whom it is to be given;

(b)        delivered to the person's address as recorded in the corporation's records;

(c)        mailed to the person's address as        recorded in the corporation's records by prepaid ordinary mail; or

(d)        sent to the person's address as recorded in the corporation's records by any means of prepaid transmittal, delivery or recorded communication.

A notice shall be deemed to have been given when it is emailed^[6], mailed or delivered personally or to the person's address.

17.         The notice shall specify the business to be attended to (draft agenda) at the annual general meeting, any general meeting or any board meeting.

BOARD OF DIRECTORS

18.        The affairs of the corporation shall be managed by a board of at least seven (7)^[7] directors.

19.        The board of directors shall appoint from among themselves a president, vice-president, secretary and treasurer who shall serve until the next annual general meeting or until he or she is removed from office by resolution of the board of directors.  The positions of secretary and treasurer may be combined into one position where the directors consider it appropriate.  The board of directors may also create committees, and appoint chairman thereof, which shall report to the board of directors.  Decisions of any such committee shall require ratification of the board of directors to become effective.

20.        The directors may, on behalf of the corporation, exercise all the powers that the corporation may legally exercise under the Act, the Letters Patent or otherwise, unless the directors are restricted by law or by the members from exercising those powers.  These powers include, but are not limited to, the power:

(a)        to enter into contracts or agreements;

(b)        to make banking and financial arrangements;

(c)        to execute documents;

(d)         to direct the manner in which any other person or persons may enter into contracts or agreements on behalf of the corporation;

(e)        to purchase, lease or otherwise acquire, sell exchange or otherwise dispose of real or personal property, securities or any rights or interests for such consideration and upon such terms and conditions as the directors may consider advisable;

(f)        to borrow on the credit of the corporation for the purposes of operating expenses, or on the security of the corporation's real or personal property upon approval by a majority vote at a general meeting of the members;

(g)        to purchase insurance to protect the property, rights and interests of the corporation and to indemnify the corporation, its members, directors and officers from any claims, damages, losses or costs arising from or related to the affairs of the corporation;

(h)        to charge, mortgage, hypothecate or pledge all or any of the real or personal property of the corporation, including books debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the corporation upon approval by a majority vote at a general meeting of the members; and

(i)        delegate the powers under this clause to an officer or officers of the corporation as the board considers appropriate.

21.         Each director shall be a member of the corporation at the time of his or her election or appointment, or within ten days of election or appointment and shall remain a member throughout his or her term of office.  A director shall be at least 18 years of age.  A director may not be an undischarged bankrupt or a mentally incompetent person.

22.         Each director shall be elected to hold office for a two (2) year term following the AGM after he or she is elected or until his or her successor shall have been duly elected.  A director shall retire at the AGM following his or her 2-year term, but each is eligible for re election if he or she is otherwise qualified to be a director.^[8]

23.        The directors may, following thirty (30} days notification to the members of a vacancy, appoint a director to fill the vacancy, provided that a quorum of directors remains in office.  If there is no quorum of directors, the remaining directors shall call a general meeting of the corporation to fill the vacancies.

24.        The members of the corporation may elect a director or directors, as the case may be, by a show of hands or by ballot if requested by a member.

25.        The members of the corporation may remove a director by a resolution passed by at least two thirds of the votes cast at a general meeting for which notice was given and may by a majority of votes cast elect at that general meeting any person who is qualified to be a director in his or her stead for the duration of the term.  

BANK1NG ARRANGEMENTS

26.        The board shall designate the officers and any other persons who are authorized to transact the banking affairs of the corporation.  The resolution shall provide to the designated officer or other person the power:

1. to operate the corporation's accounts with the financial institution;

(ii)        to make, sign, draw, accept, endorse, negotiate, lodge, deposit or transfer any cheque, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money;

(iii)        to issue receipts for and orders with respect to the property of the corporation;

(iv)        to execute any agreements with respect to the banking affairs of the corporation;

(v)        to authorize any officer of the financial institution to do any act or thing on the corporation's behalf to facilitate the banking affairs.

The securities of the corporation shall be deposited for safekeeping with one or more financial institution or securities dealer, as the board may, from time to time, determine.

Credit Card use and On-line banking is authorized; direction is made annually by the board regarding approved use and limits, signature requirements.^[9]

Cheque signing authorization will require two of three signing officers^[10].

MEETINGS OF THE DIRECTORS

27.         A quorum for a meeting of the board of directors shall be a majority of the directors.

28.        Meetings of the board may be called by the president; the vice-president, the secretary or any two members of the board.

29.        No formal notice of any meeting of the board shall be necessary if all the elected directors are present or if those absent have indicated their consent to the meeting being held in their absence.

30.        The board may appoint a day or days in any month or months for regular meetings at an hour to be named.  If regular meetings are scheduled, no additional notice is required.  A meeting of directors may also take place without notice immediately after an annual general meeting or a general meeting to transact any business.

31.        Meetings of the board of directors may be held in person or virtually at any time and place to be determined by the directors provided that 48 hours' written notice of such meeting shall be given, other than by mail, to each director.  No error or omission Notice by mail shall be sent at least 14 days prior to the meeting.  There shall be at least one meeting per year of the board of directors.  No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.  Each director is authorized to exercise one vote.

32.        The directors shall vote on any resolution arising at any meeting of the board.  A majority of votes shall decide the resolution.

Every director who has any direct or indirect interest in a contract or proposed contract with the corporation shall:

(a)        declare his or her interest at the first meeting of the directors after which he or she became interested or aware of any such interest:

        (b)         request that his or her declaration be recorded in the minutes of the meeting; and

(c)         not vote on any resolution or participate in any discussion with respect to the resolution concerning the contract or proposed contract.

33.        A declaration by the secretary that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facia proof of the fact without proof of the number of proportion of the votes recorded in favour or against any resolution.

OFFICERS

34.        The officers of the corporation shall have the following duties:

(a)        President -

General Responsibilities:

The President is responsible to the Board of Directors and the General Chamber Membership.  The President shall be the legislative head of the Chamber and shall preside at all meetings of the membership and the Board of Directors.  The President shall, with the counsel and advice of the Vice-President and Executive Committee, determine the need for action committees and appoint personnel, subject to the approval of the Board of Directors.  As a Member of the Chamber, the President has voting privileges.  In a tie vote, the President shall have the deciding a second vote.

Additional Specific Duties:

chair all meetings of the corporation and the board, when present, in person and able; have general supervision of the affairs of the corporation; sign all by-laws and execute any documents with the secretary; The President shall, with advice from the Treasurer and the Vice-President, review the overall financial condition of the Chamber; The President shall seek ways and means of making the Chamber a more effective organization and better able to serve the needs of the membership; perform any other duties which the board may, from time to time, assign;

(b)        Vice-President

General Responsibilities:

The Vice-President is responsible to the Board of Directors and the General Membership.  The Vice-President shall perform the duties of the President in the president’s absence.  The Vice-President shall oversee those standing committees and ad hoc committees that are assigned by the President.  As a Member of the Chamber, the Vice President has voting privileges.

Additional Specific Duties:

exercise any or all of the duties of the President in the absence of the President or if the President is unable for any reason to perform those duties; The Vice-President shall not have financial or corporate signing-authority. and perform any other duties which the board may, from time to time, assign;

(c)        Secretary -

General Responsibilities:

The Secretary is responsible to the Board of Directors and to the General Membership.  The Secretary shall be technical custodian of the minutes, corporate seal and all records of the organization, including bylaws and resolutions including the registry of officers and directors, the registry of members.  The Secretary shall ensure that minutes are taken at the General and Board of Directors meeting; shall see that the seal of the corporation is affixed to all documents and in general perform all duties pertinent to the office that are assigned to the Secretary by the President or Board of Directors.  As a Member of the Chamber, the Secretary has voting privileges.

Additional Specific Duties:

keep and maintain the records and books of the corporation, including the registry of officers and directors, the registry of members, the minutes of the annual general meeting, general meetings and meetings of the board, the bylaws and resolutions; have custody of the corporate seal, certify copies of any record, registry, by-law, resolution or minute; give any notices required for the annual general meeting, general meetings and meetings of the board of directors; and perform any other duties which the board may, from time to time, assign;

and

(d)        Treasurer

General Responsibilities:

The Treasurer is responsible to the Board of Directors and the General Membership.  The Treasurer shall serve as the Chairperson of any budget or financial committees.  The Treasurer shall be the technical custodian of financial records and all funds of the Chamber, which are kept in the name of the organization.  The Treasurer shall render monthly reports to the Executive Committee regarding the financial condition of the Chamber.  As a Member of the Chamber, the Treasurer has voting privileges.

Additional Specific Duties:

oversee, keep and maintain the financial records and books of the corporation; assist the auditor in the preparation of the financial statements of the corporation; and perform any other duties which the board may, from time to time, assign.^[11]

AGENTS AND EMPLOYEES

35.         The board may appoint any agents and retain any employees that it considers necessary.  The persons appointed or retained shall have the authority and shall perform the duties prescribed by the board.

The remuneration for any agents or employees shall be fixed by the board by resolution.  The resolution shall be effective on the date set out in the resolution until the next general meeting of the members, at which time it shall be confirmed by resolution of the members.  If the members fail to confirm the resolution, payments to the agents or employees shall cease to be made.

NOMINATING AND OTHER COMMITEES

36.        The board may, from time to time, appoint a nominating committee or any committee or committees it considers necessary or appropriate and shall set out the purposes of the committee, its powers and procedures.  The board shall not delegate to any such committee any duties legally required to be exercised or carried out by the board

EX OFFICIO IRECTORS

37.        The past president shall be an ex officio member of the board of directors and shall have a vote.

REMUNERATION OF DIRECTORS

38.        The directors of the corporation shall serve without remuneration and no director shall directly or indirectly receive any profits from his or her position as such, provided that a director may be paid reasonable expenses incurred by him or her in the performance of his or her duties.

INDEMNIFICATION

39.        The corporation shall indemnify and save harmless the directors, their heirs, executors and administrators, and estates and effects, respectively from time to time and at all times from and against:

(a)        all costs, charges and expenses whatsoever that he or she sustains or incurs in or about any action, suit or proceeding that is brought commenced or prosecuted against him or her, for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her in the execution of the duties of his or her office, and

        (b)        all other costs, charges and expenses that he or she sustains or incurs in or about or arising from or in relation to the affairs except costs, charges or expenses thereof as are occasioned by his or her own willful neglect or default.

CORPORATION WIND-UP OR DISSOLUTION

40.        If the corporation voluntarily dissolves, being a non-charitable public benefit corporation, the assets should go to another local public benefit corporation with similar purposes, or to a local government or government agency^[12].

AMENDMENTS

By-laws of the corporation may be enacted, repealed, amended, added to or re-enacted by the members in accordance with the provisions of the Corporations Act.

PASSED by the members and sealed with the corporate seal this 13th day of December 2022.

_____________________________________     ____________________________________

President        Secretary