These By-Laws are issued pursuant to the Boards of Trade
Act, R.S. 1952. Any provision of these
By-laws which conflicts with such Boards of Trade Act shall be null and
void. These By-laws are not all
inclusive and reference should be made to the Boards of Trade Act when
necessary. These By-laws supersede any
and all of the Board's By-laws which may now exist and such By-laws, if any,
shall be of no effect.
In these By-laws and in the minutes of meetings, wherever
"Board" or "Corporation" appear they shall mean the
Annapolis District Board of Trade and "Council" shall mean Directors
or Board of Directors, the body more particularly described in Section 5 below,
respectively.
1.OBJECTIVES
The objects of the Board are:
(a) to
seek, by all means, the promotion and improvement of trade and commerce and the
economic, civic and social welfare of the area known as the Annapolis District,
which includes all of the area referred to in the map attached hereto and entitled
"Annapolis Board of Trade Inc. 1945 Scale 4 miles to 1 inch Chas. F.
Whitman P.L.S.";
(b) to
encourage and promote the interest of the business community in the Annapolis
District;
(c) to secure the support of its endeavors by
federal, provincial and municipal governments and authorities and to enter into
such arrangements with such authorities as may seem conducive to the Board's
objects;
(d) to promote and encourage cooperation
between the Annapolis District communities, towns and villages;
(e) to affiliate with other organizations
which the Board considers shall further these objects;
(f) to acquire, accept, solicit, or receive
by purchase, lease or contract, donation, legacy, gift, grant, bequest or
otherwise, any kind of real or personal property and to enter into and carry
out agreements, contracts and undertakings incidental thereto;
(g) to engage in, conduct, manage, and carry
on businesses of any nature or kind whatsoever for the purpose of raising and
obtaining funds to aid in the fulfillment of the Board's objects;
(h) to acquire and take by purchase, donation,
devise, bequest or otherwise, real estate and personal property and hold,
enjoy, sell, lease, let, improve and develop the same, and erect and maintain
buildings and structures;
(i) to contract and be contracted with and
sue and be sued in its corporate name;
(j) to use its funds and property for the
attainment of its objects and purposes;
(k) to borrow, raise and secure the payment of
money in such manner as it thinks fit, and with the sanction of a special
resolution, issue debentures or mortgage its real property to security the
payment of money borrowed by it;
(l) subject to its by-laws, to draw, make,
accept, endorse, discount, execute and issue promissory notes, bills of
exchange, and other negotiable or transferable instruments;
(m) to subscribe to or become a member of any
other committee or association, whether incorporated or not, whose objects are
in whole or in part similar to its own objects;
(n) to do all such other acts and things as
are incidental or conducive to or consequential upon the exercise of its powers
or the attainment of its objects.
2.SEAL
2.1 The seal of the Board shall be of such
design and inscription as may be prescribed by the Board.
2.2 The seal shall be kept by an attorney or
barrister designated by Council and be used to authenticate documents executed
on behalf of the Board;
3.MEMBERSHIP
3.1 Any person or business resident in the
Annapolis District who is or has been a merchant, broker, trader, mechanic,
manufacturer, manager of a bank or insurance agent and who is interested in
promoting or improving trade and commerce and the economic, civic and social
welfare of the Annapolis District is eligible to be a member.
3.2 At any general meeting of the corporation
any member may propose any person referred to in 3.1 above as a candidate for
membership in the corporation.
3.3 If the proposal is carried by a majority of
two-thirds of the members then present, such person is thenceforth a member of
the corporation and has all rights and is subject to all obligations of the
other members.
3.4 Any person who is not a merchant or trader,
broker, mechanic, manufacturer, manager of a bank, or insurance agent is
eligible to become a member of the corporation in manner aforesaid if such
person is recommended by the Council at a general meeting.
3.5 Any member who intends to retire there from
or to resign his membership may do so at any time upon giving ten days' written
notice of his intention and upon discharging any lawful liability that is
standing upon the books of the corporation against him at the time of such
notice.
3.6 All members of the corporation are
encouraged to attend all general and special meetings of the corporation, to
join in discussion and to vote.
3.7 All members listed on the register of
current paid up members, which register shall be established and maintained for
this purpose by the Recording Secretary, shall be entitled to vote at all
meetings of the corporation. Current
paid up members which are not natural persons shall designate in writing to the
Recording Secretary a natural person to act and vote on their behalf.
3.8 The Council shall establish membership
categories as it deems appropriate from time to time.
4.SUBSCRIPTION FEES
4.1 All members of the organization they
represent shall pay an annual subscription fee of such amount as to be
determined by the Board from time to time.
Such fees are to be paid for the fiscal year which extends from January
1st to December 31.
4.2 All membership fees are payable upon
application for membership and thereafter in advance.
5.MANAGEMENT/COUNCIL/BOARD
OF DIRECTORS
5.1 The Management of the affairs of the Board
shall be conducted by the Council which may delegate its powers as it sees fit
to its Officers or any of its committees.
5.2 The Council shall consist of a minimum of
11 members, including the President, 1st Vice-President, 2nd
Vice-President, Treasurer, Immediate Past President and not less than six
additional Directors.
5.3 The Council shall consist of no more than 6
Directors from any one industry segment (i.e. tourism, retail, manufacturing,
etc.), and no more than 50% of the officers shall represent any one industry
segment unless there are no willing volunteers from alternative industry
segments.
5.4 The Council
shall have such powers and responsibilities and shall conduct itself in
such a manner as described in the Boards of Trade Act, including but not
limited to Sections 11 and 27-31 inclusive.
5.5 At the meetings of the Directors and at all meetings of the Board, the
President, or in his absence, the 1st Vice-President, or if they are
absent, any member of the Executive then present who is chosen for the
occasion, shall preside.
5.6 All
cases of equality of votes shall be considered a defeat of the motion.
5.7 At
the last quarterly meeting in each year the Council shall report to the members the names of not
less than three members who have agreed to serve on a Nominating Committee for
Council and the number of nominations for Council required
The nominating committee shall at least
thirty days prior to the next quarterly general meeting publish or
otherwise notify the members of the names of its nominees for Officers and
Directors. Any member may nominate a
person(s) in substitution for any Officer or Director by written notice stating
the Office or Director position being contested not less than seven days before
the first quarterly general meeting.
If no substitute nominees are nominated
as aforesaid then at the first quarterly general meeting the nominees of the
Nominating Committee shall be declared elected.
If and to the extent there are substitute nominees as aforesaid, then
such contested positions shall be decided by majority vote at the first
quarterly general meeting.
5.8 Members holding a publicly elected
position (Mayor, Warden, Municipal or Town Councillor, MLA, MP) shall not be
eligible to hold any office or to serve as a Director.
5.9 The
term of office shall be a maximum of six consecutive years in any one office.
5.10 If any Director shall be absent without
reasonable cause for six consecutive months, his seat shall become vacant.
5.11 All vacancies in the Council shall be
promptly filled by the Council.
5.12 The duties of the Council shall include:
5.12.1 The management of the affairs and business of
the Board, and the Council shall report on its proceedings at each general
meeting of the Board.
5.12.2 The management of the property of the Board,
and the Council shall be solely responsible to manage all real and personal
property which may now or hereafter be acquired by the Board, and have the
power to rent, lease, or purchase such land or premises as may be requisite or
necessary for the prosecution of the objects of the Board, on such terms and
conditions, and for such periods, as the Council in its discretion shall
determine.
5.12.3 The Council shall not purchase nor dispose of
any real property of the Board without the consent of a general meeting of the
Board.
5.12.4 The presentation of a general report of the
business of the year and a financial statement at each annual general meeting.
6.DUTIES
OF THE OFFICERS
6.1 It
shall be the duty of the President or presiding officer, at any ordinary or special
meeting to regulate the order thereof, to receive and put motions, and to
communicate to the Board such matters as he may deem advisable.
6.2 The
President shall, with one other Officer, sign all papers and documents
requiring signature or execution on behalf of the Board.
6.3 The duties of the Treasurer shall include:
(a) receiving and depositing
all deposits of the Board;
(b) paying such amounts as are approved by the
Council;
(c) recording
all revenues and expenditures and submitting the record for audit by the
Auditor appointed by the Council;
(d) signing
all cheques
(e) preparing
an annual financial statement for submission.
7. RECORD KEEPING
The duties of the Recording
Secretary of the Board shall include:
(a) the conducting and retaining of copies of the correspondence of
the Board;
(b) the recording of minutes
of meeting of the Board and of the Council, which minutes shall be signed by
the presiding officer and the record keeper;
(c) maintenance
of the records of the Board;
(d) establish and maintain the current paid
up members register.
8FINANCE
8.1 The fiscal year of the
Board shall end on 31 December in each year.
8.2 There
shall be an audit of all financial records and accounts at the end of each
fiscal year.
8.3 The
Council shall appoint an auditor in the last quarterly meeting of each year.
8.4 The
auditor shall have access at all reasonable times to the books, accounts and
vouchers of the Board and may require the Officers to provide such further
information and explanations as may be necessary for the performance of his
duties.
9.MEETINGS
91 General
meetings of the Board shall be held quarterly
at the direction of the Council. The
first quarterly general meeting will be the annual general meeting. It will include elections of Officers and
Directors and will be held prior to the end of March each year.
9.2 A
special general meeting may be called at the request of any ten members of the
Board upon requisition to the President or, in his absence, any officer of the
Board, and the meeting shall be held within two weeks of the date the
requisition is presented.
9.3 A special meeting of the Board may be
called by the Council at any time.
9.4 The notice calling a special meeting of
the Board shall set out the main reason for which the meeting was called.
95 A
quorum at any meeting of the Board shall be ten members.
9.6 Notice
of any Board meeting shall be sufficient if by email communication, notice in
the local newspaper or by circular mailed to the last known address of each
member at least three days before the meeting.
9.7 Regular
meetings of the Council shall be held the first week of each month or as
designated by the Council.
9.8 The
Council shall meet at the call of the
President or upon such requisition of at least three members.
9.9 A
quorum of the Council shall be five Directors to include at least one officer.
10. PETITIONS AND
RESOLUTIONS
10.1 The
Council may draw up petitions or resolutions and either forward them to
Parliament or elsewhere, as the case may be, at once, or, if they think proper,
refer them to the Board at any general meeting or at a special meeting called
for the purpose.
10.2 When petitions or
resolutions are forwarded without reference to the Board, notice of the action
taken shall be presented at the next regular Board meeting.
10.3 The
Council shall, if required by the Board, draw up and forward petitions as may
be agreed upon at general meeting.
10.4 All petitions must be signed by the
President and countersigned by one other Officer with the seal of the Board.
10.5 The
Council may print and circulate documents, publish articles in the newspapers,
conduct correspondence, and devise and execute such other measures as it may
deem expedient to promote the objects of the Board.
11.ERROR OR
OMISSION
No error or omission in giving notice of
any General Meeting, Board meeting, committee meeting or any adjourned meeting shall invalidate such meeting or make void any
proceedings taken thereat and any Member or Director may atany time waive notice of any such meeting and may
ratify, approve and confirm any or all proceedings taken or hadthereat.
12. ELECTRONIC MEANS
(A) Documents
For the purposes of this By-Law, any document or
notice may be sent to the Members or the Board by
electronic means, such as electronic mail or facsimile
or by mail or courier in such a manner as to permit the Members or the Board to
communicate adequately.
(B) Directors' Meetings
If a majority of the Directors consent thereto, a
Director may participate in a meeting of the Board or a
committee of the Board by means of such conference
telephone or other communications facilities as
permit all persons participating in the meeting to
communicate adequately with each other, and a Director participating in such
meeting by such means is deemed to be present at the meeting. The Directors
shall be required to provide to the Board Secretary a phone number or e-mail
address that are personal to such Directors and shall use their best efforts to
ensure that such communication facilities are kept secure and available only to
such Director.
(C) Directors' Voting
Further, if a majority of the Directors consent
thereto, votes on any issue may be conducted electronically under the direction
of the Recording Secretary in such a manner as to permit the Directors to
communicate adequately. Each Director shall receive the same information and
motions electronically. Unless the By-Laws otherwise provide, a majority of the
number of Directors in office shall respond electronically to the Secretary in
order to constitute a quorum within three (3) days from the date of
transmission of the motion from the Secretary to that Director.
Each Director will be requested to indicate whether
such Director votes for or against the matter to be
voted on. Lack of a response within the three (3) day
limit will be counted as an abstention. Every
matter dealt with electronically shall be decided by a
majority of votes cast on the matter. TheRecording Secretary shall inform each
Director electronically and/or by fax of the outcome of all votes with respect
to the matter within three (3) days of thetally of votes.
(D) Members' Meetings
If a majority of the Members consent thereto, a Member
may participate in a meeting of the Members by means of such conference
telephone or other communications facilities as permit all persons
participating in the meeting to communicate adequately with each other, and a
Member participating in such meeting by such means is deemed to be present at
the meeting. The Members shall be required to provide to the Recording Secretary
of the Association a phone number or e-mail address that are personal to such
Members and shall use their best efforts to ensure that such communication
facilities are kept secure and available only to such Member.
(E) Members' Voting
Further, if a majority of the Members consent thereto,
votes on any issue may be conducted electronically under the direction of the
Chamber Secretary in such a manner as to permit the Members to communicate adequately.
Each Member shall receive the same information and motions electronically.
Unless the By-Laws otherwise provide, a majority of the number of Members shall
respond electronically to the Secretary in order to constitute a quorum within three
(3) days from the date of transmission of the motion from the Recording Secretary
to that Member. Each Member will be requested to indicate whether such Member
votes for or against the matter to be voted on. Lack of a response within the three
(3) day limit will be counted as an abstention. Every matter dealt with
electronically shall be decided by majority of votes cast on the matter. The
Secretary shall inform each Member electronically and/or by fax of the outcome
of all with respect to the matter within
three (3) days of the tally of votes.
13.AMENDMENT OF BY-LAWS
These By-laws may be added to,
repealed or amended by the following procedure:
Written notice specifying the proposed change(s) to be
delivered to all members at least 30 days prior to a general meeting, and
approval by a two-thirds majority vote of the members present at the subsequent
general meeting.
Certificate of Formation 31 May, 1945, and recorded Deputy
Registrar General of Canada
2 January, 1946, Liber 420,
Folio 189, Reference No. 111708
