The name of this organization shall be:
The North Bay and District Chamber of Commerce.
The Object of The North Bay and District Chamber of Commerce shall be to promote and improve trade and commerce and the economic, civic and social welfare of the District.
The regular place of meeting shall be in the City of North Bay.
The North Bay and District Chamber of Commerce shall be non- sectional and non-sectarian and shall not lend its support to any candidate for public office.
Wherever the word "Chamber" occurs in this constitution, it shall be understood to mean "The North Bay and District Chamber of Commerce" as a body.
Wherever the words "The Board" occur in this constitution, they shall be understood to mean "The Board of Directors of the North Bay and District Chamber of Commerce and the Council of the North Bay and District Chamber of Commerce" as defined in The Board of Trade Act, R.S. Chapter 18.
Whenever the word "District" occurs in this constitution, it shall mean that area within and for which this Chamber is established i.e., "North Bay and the District of Nipissing excepting and excluding thereout and therefrom all that part of the said District lying west of the easterly boundary of Meadowside and also excepting and excluding the Town of Mattawa" as defined in the Order in Council passed 18th January, 1956.
Any reputable person, Association, Corporation, Society, Partnership or Estate, directly or indirectly engaged or interested in trade, commerce or the economic, civic and social welfare of the District shall be eligible for membership in The Chamber.
Associations, Corporations, Societies, Partnerships or Estates directly or indirectly engaged or interested in trade, commerce or the economic, civic and social welfare of the District may become members of the Chamber but the voting power of such memberships shall in each case be assigned to individuals who are members of employees or associates or administrators of the Associations, Corporations, Societies, Partnerships or Estates.
Any member in good standing may propose an eligible person or organization as a candidate for becoming a member of the Chamber, providing such candidate shall undertake, if admitted, to be governed by the Constitution of the Chamber.
If the proposal referred to in Section 10 and Section 12 is approved by a two-thirds majority of the members present at any general meeting of the Chamber, such person or organization shall, upon payment of the membership fee, thenceforth be a member of the Chamber, and shall have all the rights and be subject to all the obligations of the other members.
Persons, Associations, Corporations, Partnerships, Societies or Estates paying membership in excess of the minimum annual membership fee as set by the Board, shall be entitled to propose to membership a person who is a member or employee or associate or administrator of an Association, Corporation, Society, Partnership or Estate, for each additional minimum annual membership fee paid with a maximum of six and may change any or all such assigned memberships by written notice to the Chamber.
Membership shall continue from the time of admittance until a member has resigned in accordance with the provisions of this constitution or has been removed from the roll of members by action of the Board.
Any member of the Chamber who intends to retire therefrom or to resign his membership may do so at any time upon giving the Manager ten days notice in writing of such intention and upon the discharging any lawful liability which is standing upon the books of the Chamber against him at the time of such notice, and there shall be no refunding of membership dues in the event of resignation.
The Board may remove from the roll of members the name of any member who fails to pay his annual dues or his assessments, if any, within three months of the date they fall due. Upon such action by the Board all privileges of membership shall be forfeited, and, at the same time, the nominees or delegates of the member shall lose their membership privileges.
Persons who have distinguished themselves by some meritorious or public service may be elected Honorary Members by a majority vote of the Board. Such recognition shall be for a term of one year and may be repeated. Honorary membership shall include all the privileges of active membership except that of holding office, with exemption from the payment of annual dues. Persons who have distinguished themselves by some very meritorious or long public service may be elected Life Members by a majority vote of the Board. Life Membership shall include all the privileges of active membership except that of holding office, with the exemption from the payment of annual dues.
Persons who are retired, non-business persons, who may have been Past Presidents, Past Directors or Past Members of this Chamber may join as an Associate Member under the fee structure set out by the Board. Associate Membership shall include all the privileges of active membership except that of holding office, voting privileges and credit through the referral program.
For any reason considered to be detrimental to the best interests of the Chamber, any member of the Chamber may be expelled from membership and from privileges thereof, by a two-thirds vote of the members of the Board who are present at a meeting of which notice of the proposal to expel has been given to the offending member at least two days prior.
The dues payable by members of the Chamber shall be determined by the Board.
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.
The government of the Chamber, the direction of its officers and control of its property shall be vested in twenty-four (24) Directors all of whom shall be elected annually by the general membership beginning in the year 2003. The term of Directors will be two (2) years with half the board being elected in each year starting in year 2003.
One additional board seat will be added to the current twenty four (24), for a total of twenty five (25) directors; this one additional board seat will be dedicated specifically from the Young Professionals membership category. This position will be elected annually from the Young Professionals membership category and have the same voting rights as the other board members.
Election to the Board shall be conducted in the following manner:
A nominating committee shall be appointed by the Board at September meeting.
One week prior to the October board meeting, notice of the fact that nominations will be accepted at the October meeting shall be printed in a local daily paper, or as otherwise directed by the Board.
The slate presented by the nominating committee, along with any additional nominees presented at the October Board meeting shall be considered to be the nominees for the Board for the following year.
A Qualification and Acceptance Notice shall be mailed to nominees within two days after the October meeting.
The Qualification and Acceptance Notice shall indicate that the nominee, in order to qualify for the election contest must signify in writing his acceptance of the nomination to the head office of the Chamber, within a prescribed time limit.
The Board may change the months in this section from time to time to correspond to the date of the annual meeting.
A ballot containing the names of all nominees who have qualified under paragraph (v) herein, shall be forwarded to all members in good standing at least two weeks prior to the annual meeting.
For the purpose of this section a member in good standing is a member whose annual dues have been paid or are no more than thirty days overdue.
Ballots shall not be received after twenty-four hours before the annual meeting.
Two non-candidates, who shall be elected representatives of local municipalities chosen by the Board, shall supervise the counting of the ballots and shall present the annual meeting the final result of the election.
The Board of Directors shall have the right to ask representatives from other Municipalities, Firms or Organizations to attend meetings of the Board of Directors, but such representatives shall not have voting privileges.
Any vacancy on the Board which may occur during the year shall be filled by the Board.
The Board shall have the general power of administration. It may make or authorize petitions or presentations to the Government or Parliament of Canada, the Government or Legislature of the Province, or others, as it may determine or as may be required by vote of a majority of members present at general meeting.
The Board shall, in addition to the powers hereby expressly conferred on it, have such powers as are assigned to it by any by-law of the Chamber, provided, however, that such powers are not inconsistent with the provisions of the Board of Trade Act.
Half plus one members of the Board at a meeting, of which the Board members duly notified according to Article X, shall be a quorum and a majority of such quorum may do all things within the powers are not inconsistent with the provisions of the Board of Trade Act.
For the general conduct of its meetings the Board shall adopt such rules and regulations as appear to it best adapted for its own use so long as this continues to promote the welfare of the Chamber.
The Board, or at its request, the President may appoint committees or designate members of the Board or the Chamber or others to examine, consider and report upon any matter or take such action as the Board may request.
No public pronouncement on policy matters in the name of the Chamber may be made unless authorized by the Board or by some person to whom the Board has delegated this authority.
Any Board member of the North Bay and District Chamber of Commerce standing for election to the city, provincial or federal office be required to take a leave of absence from their position, once they legally registered to run for public office. Any Board member may immediately reclaim their position on the Board of the Chamber, if they wish, once the election results are known; also, the North Bay and District Chamber of Commerce’s mission is to support the business community. In keeping with this mission, it would be unacceptable for any director, during any Chamber meeting, to engage in the promotion of any individual who is running for public office.
The Executive committee shall consist of the President, First Vice President, Second Vice President, Third Vice President and Treasurer, which shall be elected by the Board at the first Board meeting following the annual election of Directors, and the most recent Past President and the Executive Director.
The office of the President may be held for no more than two consecutive years.
The President and Fist Vice-President before taking office shall take and subscribe before the Mayor or before any Justice of the Peace, an oath in the following form:
"I swear that I will faithfully and truly perform my duty as ....... of the North Bay and 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 said Chamber was constituted, according to the true intent and meaning of the same, So help me God."
The board may appoint an Executive Director who need not be a member of the Chamber and who may be given an employment contract of such duration as the Board determines.
The Executive Committee shall be the Present, the Three Vice Presidents, the Secretary-Treasurer, the Executive Director, and the most recent Past President still on the Board, if any.
The Executive Committee shall be responsible for those functions delegated to it by the Board and shall be charged with the co- ordination of all matters pertaining to the Chamber. It shall also be responsible for all matters concerning the Chamber, which should be looked after during that period of time in between Board meetings. The President shall report all acts of the executive committee of the previous month at each Board meeting for approval by the Board.
The President shall preside at all meetings of the Chamber and Board. He shall regulate the order of business at such meetings, receive and put proper motions and communicate to the meeting what he may think concerns the Chamber. He shall vote only in case of a tie.
Upon appeal being made from a decision of the Presiding Officer, the vote of the majority shall decide. The President shall with the Manager, sign all papers and documents requiring signature on behalf of the Chamber, unless someone else (as in subsection "c" herein) is designated by the Board. It shall be the duty of the President to present a general report of the activities of the year at the Annual Meeting.
The First Vice-President shall act in the absence of the President and in the absence of both of these, the Second Vice-President shall act, and in the absence of all of these officers, the meeting shall appoint a Chairman to act temporarily.
Cheques may be signed by two of the following: President, Secretary-Treasurer or Executive Director.
The Executive Director shall be responsible to the Board for the general control and management of business and affairs. He shall be responsible for keeping the books of the Chamber, conducting its correspondence, retaining copies of all official documents and shall perform all such other duties as properly appertain to his office. He shall have custody of all papers and documents equiring signature or execution on behalf of the Chamber. He shall maintain an accurate record of the proceedings of the Chamber and of the Board.
The Board shall have full power to establish departments or bureaus or, committees within the Board to deal with special branches of the Board's work, to appoint managers or secretaries in charge thereof, and regulate their salaries and duties when not otherwise defined.
The meetings of the Board shall be open to all members of the Chamber and to the general public, any of whom may take part in any of the proceedings but who shall not be entitled to any voting privileges.
The Annual Meeting of the Chamber shall be held once a year at a time and place to be determined by the Board.
General Meetings of the Chamber shall be held quarterly following a Board meeting, and at any other time when called by a majority of the Board. General Meetings of the Membership may be held by notice in such manner as the Board deem necessary
The hour of Board meetings shall be set by the Board at the first meeting of each year, or at such different time as is found expedient by the Board.
Notice of all meetings, naming the time and place of assembly shall be inserted in one or more of the newspapers published within the district, or by a circular letter mailed to the last known address of each member.
At any Annual or General meeting, unless otherwise specifically provided, a majority of members present shall be competent to perform all acts which are to be done, or shall be directed to be done at any such meeting.
Minutes of the proceedings of all general and Board meetings shall be entered in books to be kept for that purpose by the Executive Director or their assistant.
The entry of such minutes shall be signed by the person who presides at the meeting at which they are adopted.
All books of the Chamber shall be opened at all reasonable hours to any member of the Chamber, free of charge.
Any Director of the Board who misses three meetings in a year be reviewed by the executive.
This constitution may be amended by an affirmative vote of a majority of the members of the Chamber, who are present at any annual meeting, notice of such proposed amendment having been presented in writing by two members of the Board at least thirty (30) days prior to the annual meeting, provided that it is thereafter approved at a general meeting and reported in the minutes. Notice of such approved amendment shall be given in writing to the members of the Chamber at least fifteen (15) days prior to the annual general meeting.
The Chamber, at the discretion of the Board, shall have power to affiliate with The Canadian Chamber of Commerce, the Ontario Chamber of Commerce, and any other organizations in which membership may be in the interest of the Chamber.
Auditors shall be appointed by the members present at the Annual Meeting for the fiscal year immediately following, and they shall audit the books and accounts of the Chamber at least once in each year. An audited financial statement shall be presented by the auditor at the February board meeting this appointment which.
Any large amounts or projects, that may require the use of the reserve funds of greater than 25% of the reserve in any one year and having been supported by the Board of Directors, would require a recorded vote and be put to a vote at an annual general meeting by the membership; the exception would be to accommodate an emergency that is recognized by unanimous vote of the board and report at the annual general meeting.
Parliamentary procedure shall be followed at all general and Board meetings, in accordance with "Rules of Order" by Roberts, and all motions and resolutions shall be in writing.
Location: Elks Lodge, 325 Elks Lane
