The Board of Trade's by-laws
The New Hamburg Board of Trade
As of June 2013.
Article I - Name and Object
- Section 1- The name of the
organization shall be the New Hamburg Board of Trade
- Section 2- The object of The
New Hamburg Board of Trade shall be to promote the Commercial, Industrial,
Agricultural and Civic Welfare of New Hamburg and the surrounding district.
- Section 3- The New Hamburg Board of
Trade shall be non-partisan, non sectarian and shall
not lend its support to any candidate in public office.
Article II - Interpretation
4- Wherever the words "The Board" occur in
these By-laws, they shall be understood to mean "The New Hamburg Board of
Trade" as a body.
5- Whenever the words "The Council" occur in
these By-Laws, they shall be understood to mean "The Executive of the New
Hamburg Board of Trade".
6- A committee shall be of
not less than 3 and not more than 7 members including the chairperson.
Committees shall be entitled to appoint subcommittees for specific projects or
any number of members and non members. The chairperson and at least one other
member of the subcommittee shall be members of the committee. All decisions of
the subcommittee shall be considered to be suggestions to the committee and
shall not bind, obligate or contract the Board until presented to and approved
by the Council or Membership. At least one member of the committee shall be a
member of the Council. The
President shall be a member "ex officio" of all committees.
7- Whenever the word "District" occurs in these
By-laws, it shall mean the area, within and for which this Board was
established, as defined in the certificate of Registration under the Boards of
Trade Act, (R.S., c 124, S 1).
- Section 8 - Honourary
Life Member – Members pursuant to section 14 will have full membership
privileges with no membership fee (with the exception of meals during
- Section 9- Any person or party
referred to in section 10 residing or operating within the District, and
is directly or indirectly engaged or interested in trade, commerce
or economic and social welfare of the District, shall be
eligible for membership in the Board.
- Section 10- Associations, Corporations, Societies, Partnerships or Estates may
become members of the Board but voting power of such membership shall, in each
case be assigned to individuals. In the event that any of the
aforementioned entities purchases more than one membership, the entity shall assign one membership
to one individual (with each such individual possessing no more
than one such assigned vote) for the purposes of voting.No entity shall have more than 4 votes in total and no entity shall have more than 2 persons elected or appointed to the
Council during any term.
- Section 11- All prospective new members shall apply to the membership committee and
must undertake to be governed by the By-Laws of the Board.
- Section 12- Membership shall continue from the time of
admittance until a member resigns in accordance with the provisions of these
By-Laws or has been removed from the roll of members by action of the Council
or fails to renew his/her/its membership. Any member of the Board may be
expelled by a two thirds vote of the Council.
- Section 13- Any members of the Board,
who intends to retire there-from or to resign his/her/its membership,
may do so, at any time, upon giving the Secretary ten days’ notice in writing
of such intention, and upon discharging any lawful liability which is standing
upon the books of the Board against him at the time of such notice.
- Section 14- The council may remove from the roll of members the name of any new
member failing to pay his/her/its his annual dues
thirty days of admission, or of any other member who fails to pay such dues
within three months of the date they fall due. Upon such action by the Council,
all privileges of membership shall be forfeited.
- Section 15- Persons who have distinguished themselves by
some meritorious public service may be elected
Honourary Life Members by a majority vote of
the Board. Such recognition shall only be subsequently repealed by a majority
vote of the Board
IV- Dues and Assessments
16- The annual dues payable by all members shall be determined by the Council at their October
meeting, presented to the membership, at the General Meeting in October and
voted on by the membership at the Annual Meeting.
17- Assessments other
than annual dues may be levied against all members, provided they
are recommended by the Council and approved by a majority of the members
present at a general meeting of the Board. The notice calling such general
meeting shall state the nature of the proposed assessment.
V- Officers and Council
18- Past President , President,
1st Vice-President, 2nd Vice President, Treasurer, Secretary and up to seven other Directors shall be elected from among the members each second year at
the annual general meeting by ballot and shall form the Council. They shall
remain in office for one 2 year term or until their successors shall be
19- Any vacancy on the Council which may occur
during the term shall be filled by the Council.
20- The Council shall have the general power of
administration. It may make or authorize petitions or representations to or others,
as it may determine or as may be required by a vote of a majority of members
present at any general meeting.
21- The council 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 Board, provided however, that such powers are not inconsistent
with the provisions of the Boards of Trade Act.
22- A total of
50% of Council members (during the term) plus one shall constitute a quorum and a majority of such
quorum may do all the things within the powers of the Council.
23- The Ccouncil
shall draft by-laws,
rules and regulations, intended to promote the welfare of the Board and shall submit them
for adoption at a general meeting of the Board, called for that purpose.
24- The Ccouncil,
or, at its request, the President may appoint committees or designate members
of the Council or of the Board or others to examine, consider and report upon
any matter or take such action as the Council may request.
25- The President, Past
President, Vice presidents, Secretary,
Treasurer and Directors shall, before entering upon their office, take and
subscribe before the Mayor of the Township, constituting the district, or
before any justice of the peace, an oath in the form of the following:
"Do you swear that you will faithfully and truly
perform the duties as Officers and Directors of The New Hamburg Board of Ttrade,
and that you will, in all matters connected with the discharge of such things
only, as you shall truly and conscientiously believe to be adapted to promote
the objects for which the said Board was constituted, according to the true
intent and meaning of the same."
Answer: "I do"
26- The Executive meeting shall be opened to
all members of the Board who may attend, but may not take part in any of the
27- No public pronouncement in the name of the
Board may be made unless authorized by the Council or by some person to whom
the Council has delegated this authority.
28- a) The president shall
preside at all meetings of the Board Council. He shall regulate the order of
business at such meetings, receive and put lawful motions and communicate to
the meeting what he/she may think concerns the Board. The President shall, with the Secretary, sign all
papers and documents requiring signature on behalf of the Board, unless someone
else is designated by the Council. It shall be the duty of the President to
present a general report of the activities of the year at the Annual Meeting.
b) The Vice-
President shall act in the absence of the President and in the absence of both
these officers, the meeting shall appoint a Chairman to act temporarily.
c) The Treasurer
shall have charge of all funds of the Board and shall deposit, or cause to be
deposited, the same in a chartered bank, selected by the Council. Out of such
funds he shall pay amounts approved by the Council and shall keep regular
account of the income and expenditures of the Board and submit a statement that has been reviewed by an
appointed audit committee for
presentation to the membership within 90 days from the fiscal year end of the
Board and at any other time required by the Council. He/she shall make such investment of the funds of the Board as the Council may direct.
He/she shall with the Secretary, sign all notes, drafts and cheques. In the absence of
the Treasurer, the President or Vice President shall sign.
d) The secretary shall be responsible for
keeping the books of the Board, conducting its correspondence, retaining copies
of all official letters, preserving all official documents and shall perform
all such other duties as properly appertain to his office. He/she shall, with the President, sign and when necessary, seal with the seal of the
Board, of which he shall have custody, all papers and documents requiring
signature or execution on its behalf, and with the Treasurer, sign all notes,
drafts and cheques unless someone else is designated by Council. He/she shall maintain an accurate record of the proceedings of the Board and of the
Council. At the expiration of his/her term of office, the Secretary
shall deliver to the Board all books, papers and other property of the Board.
29- The Annual Meeting of the Board shall be
held the fourth Wednesday of November in each year. Elections of Officers and
Directors shall be held at the Annual Meeting in the final year of their term.
30- Regular Meetings of the Board shall be held
at the New Hamburg Community Centre on the fourth Wednesday of January,
February, March, April, May, September, October, and November.
31- Special meetings of the Board may be held
at any time when summoned by the President, or requested in writing by any
members of the Council, or any ten members of the Board. At least one day’s
notice of such meetings shall be given.
32- Council shall meet at 121 Huron Street on
the second Wednesday of each month except July and August.
33- Notice of the Annual Meeting, naming the
time and place of assembly shall be given by the Secretary at the general
membership meeting the month prior to the Annual Meeting.
34- At any Annual Meeting ten members shall be a
quorum and, unless otherwise specifically provided, a majority of members
present shall be competent to do and perform all acts which are or shall be
directed to be done at any such meeting.
35- Minutes of the proceedings of all general
and Council meetings shall be entered in books to be kept for that purpose by
36- The entry of such minutes shall be signed by
the President, or the Vice-President, or the person who presides at the meeting
at which they are adopted.
37- All books of the Board shall be opened at
all reasonable hours to any member of the Board, free of charge.
Article VII- By-Laws
38- By-Laws may be made, repealed or amended by
a majority of the members of the Board present at any general meeting, notice
of such proposal having been in writing by one member and seconded by another
member at a previous general meeting and duly entered as a minute of the Board.
39- Such By-Laws shall be binding on all
members of the Board, its officers and all other persons lawfully under its
40- The following standing committees shall be
appointed each year by the Council and members shall hold office until the next
Annual Meeting or until their successors have been appointed. Committees shall
consist of a Chairperson and, unless directed otherwise by Council at least two other members but not more than seven members. The Chairperson is
not required to be a member of the Council, however at least one member of the
committee shall be a member of Council.
1. PROPERTY COMMITTEE:
Chaired by First Vice President. Shall manage all properties, maintain an
inventory of physical assets and deal with insurance and legal matters.
COMMITTEE: Chaired by Second Vice President. Shall solicit and review new
member applications, maintain membership lists and monitor attendance at dinner
COMMITTEE: Chaired by Treasurer. Shall prepare and monitor general and
committee budgets and consider all requests for outside funding.
COMMITTEE: Chaired by a Director. Shall make recommendations to the Council
regarding proposed amendments and all alleged violations of the
COMMITTEE: Chaired by the Past President. Shall review and recommend a slate of
candidates for election at least thirty days prior to such election and shall
maintain a list of interested members for appointment to committees.
RELATIONS AND TOURISM COMMITTEE: Chaired by a Director.
Shall promote the Board in all ventures, shall promote tourism and maintain a
liaison with all levels of government. Community groups and the media.
RELATIONS COMMITTEE: Chaired by Director. Shall promote industrial growth,
co-ordinate the efforts of industries and maintain an inventory of existing
industry and industrial prospects.
COMMITTEE: Chaired by Director. Shall promote trade, co-ordinate the efforts or
retailers and maintain an inventory of existing retailers and retail prospects.
9. FUNDRAISING COMMITTEE: Chaired
by Director. Shall develop annual fundraising goals with specific events and
COMMITTE: Chaired by Director. Shall operate social Functions. Shall arrange
all guest speakers, delegations, presentations and entertain for dinner
EVENTS COMMITTEE: Chaired by Director. Shall operate the annual Santa Claus
Parade, Christmas Decorations and Canada Day and shall recommend on other
seasonal or specific events and shall recommend of Board participation in
events sponsored by other groups.
12. PROJECTS COMMITTEE: Chaired by Director.
Shall manage existing projects, represent the Board on joint projects and
research and develop new projects.
13. None of
these need to be chaired by a director (a member will suffice).
- Section 41- The Board, at the
discretion of the Council, shall have power to affiliate with the Canadian
Chamber of Commerce, the Ontario or regional Chambers and any other organizations
in which membership may be in the interest of the Board.
Article IX- Fiscal Year
42- The fiscal year end of the
Board is December 31st.
X- Audit Committee
43- The Audit committees
shall be appointed by the Council and they shall audit the books and accounts
of the Board at least once in each year. A financial
statement so audited shall be presented by the
Treasurer within 90 days of each fiscal year end and at any other time required
by the Council.
44- Parliamentary procedure shall be followed at
all general and Council meetings, in accordance with Rules of Order by Roberts.
- as amended 2011