The Board of Trade’s by-laws
The New Hamburg Board of Trade By-Laws
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
- Section 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.
- Section 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”.
- Section 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 events of 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.
- Section 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 membership meetings).
ARTICLE III- MEMBERSHIP
- 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 with-in 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
ARTICLE IV- DUES AND ASSESSMENTS
- Section 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.
- Section 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.
ARTICLE V- OFFICERS AND COUNCIL
- Section 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 appointed.
- Section 19- Any vacancy on the Council which may occur during the term shall be filled by the Council.
- Section 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.
- Section 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.
- Section 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.
- Section 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.
- Section 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.
- Section 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”
- Section 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 proceedings.
- Section 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.
- Section 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.
ARTICLE VI- MEETINGS
- Section 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.
- Section 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.
- Section 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.
- Section 32- Council shall meet at 121 Huron Street on the second Wednesday of each month except July and August.
- Section 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.
- Section 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.
- Section 35- Minutes of the proceedings of all general and Council meetings shall be entered in books to be kept for that purpose by the Secretary.
- Section 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.
- Section 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
- Section 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.
- Section 39- Such By-Laws shall be binding on all members of the Board, its officers and all other persons lawfully under its control.
ARTICLE VIII- COMMITTEES
- Section 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.
2. MEMBERSHIP COMMITTEE: Chaired by Second Vice President. Shall solicit and review new member applications, maintain membership lists and monitor attendance at dinner meetings.
3. FINANCE COMMITTEE: Chaired by Treasurer. Shall prepare and monitor general and committee budgets and consider all requests for outside funding.
4. BY-LAW COMMITTEE: Chaired by a Director. Shall make recommendations to the Council regarding proposed amendments and all alleged violations of the By-Laws.
5. NOMINATION 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.
6. PUBLIC 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.
7. INDUSTRIAL 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.
8. RETAIL 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 projects.
10. PROGRAM COMMITTE: Chaired by Director. Shall operate social Functions. Shall arrange all guest speakers, delegations, presentations and entertain for dinner meetings.
11. SPECIAL 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
- Section 42- The fiscal year end of the Board is December 31st.
ARTICLE X- AUDIT COMMITTEE
- Section 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.
ARTICLE XI- PROCEDURE
- Section 44- Parliamentary procedure shall be followed at all general and Council meetings, in accordance with Rules of Order by Roberts.
– as approved 1971
– as amended 1988
– as amended 1996
– as amended 2011