Chamber Bylaws


1.    Objects
 
The objects of the Chamber shall be to promote the business, social and civic welfare of the various communities in the Comox Valley, and to support the interests of their citizens in municipal, provincial, and national issues.

1.0    In these By-Laws, unless otherwise specified:
a)    “The Chamber” shall mean the Comox Valley Chamber of Commerce.
b)    “The Board” shall mean the Board of Directors, as duly elected.
c)    Where the singular person is used, it shall include the plural.
d)    Where the masculine gender is used, it shall include the feminine.

2.    Membership
 
Membership in the Chamber consists of a variety of classifications and may change from time to time.

2.0    Members of the Chamber agree to comply with, and be subject to the provision of these by-laws.
2.1    Membership in the Chamber shall continue from the time the application is accepted until a Member has resigned in accordance with these By-laws or has been removed from membership by action of the Board as provided herein.
2.2    Any Member failing to pay dues within three (3) months after being billed shall cease to be a Member in good standing and shall be removed from the membership roll unless arrangements to pay such dues are made that are satisfactory to the Board of Directors.
2.3    A Member so removed from membership shall be retained upon payment of its membership dues.
2.4    The Board may, by a two-third (2/3) majority vote, remove from the roll any Member who, in the opinion of the Board, commits any action through which these By-laws are contravened, or through which discredit may fall on the Chamber.  A Member so removed may appeal from the order of the Board to the membership of the Chamber at any Annual General Meeting, or at any special meeting called as provided by these By-laws.  A simple majority vote of the Members present at such a meeting shall be finally determinative.

3.    Dues
 
3.0    The annual dues payable by members of the Chamber shall be determined annually by the CEO, based on operating needs.
3.1    The initial payment of dues shall accompany the application for membership.
3.2    Dues shall become payable on the Anniversary of the initial payment.

4.    Meetings

4.0    The Chamber shall convene in a General Meeting at least once in each fiscal year.  This meeting is to be known as the Annual General Meeting.
4.1    The date and place of the Annual General Meeting shall be fixed three (3) weeks in advance by the Board and notice to be by means of a display advertisement in the local press.
4.2    Special General Meetings may be called at the discretion of the Board, or when at least ten (10) members have sponsored a petition directed to the Chair requesting that such a special General Meeting be called.  Notice of the date, time, and agenda for such meeting shall be communicated to the Members at least 14 business days before the date for which the meeting is called.

5.    Representation and Voting Powers

5.0    Every member, in good standing, shall be entitled to one vote at the Annual General Meeting, and at the last General Meeting prior to the Annual General Meeting.
5.1    Unless otherwise provided for in these By-laws, no motion or amendment shall be carried at any Annual or special General Meeting unless it received a majority of the votes cast.
5.2    Every organization member shall be entitled to designate one representative as its voting delegate.  In addition to the designated vote of the organization member, the representative may also have an additional vote by holding a membership in their own name, which entitles them to voting privileges.  No member shall have more than two (2) votes at any meeting.
5.3    Proxy voting is not allowed.

6.    Quorum

6.0    At least 20 accredited members shall constitute a quorum at Annual and Special General Meetings.
6.1    Fifty (50) percent plus one (1) of active Board members  shall constitute a quorum at meetings of the Board of Directors.
7.    Policy and Resolutions
7.0    In order that any Policy Statement or Resolution, other than a By-law amendment, be included on the agenda of any Annual General Meeting;
a)    It must be submitted by a Member in writing to the Chair at least 14 business days before the date of the Annual General Meeting and the Chair shall then cause same to be communicated to the Members at least seven (7) business days before the date of the meeting.
b)    In addition, the Board of Directors may submit resolutions and/or policy statements and recommendations at least (fourteen) 14 business days before the date of the Annual General Meeting, and the Chair shall likewise cause same to be communicated to the Members at least seven (7) business days before the date of the meeting.
c)    In the event that the above provisions have not been carried out, any policy statement or recommendations of an urgent nature must be approved by the Board of Directors prior to the plenary sessions.  If approved by the Board for presentation at the Annual General Meeting, there must be an affirmative vote in favor of discussing such resolutions and/or policy statement by a majority of the accredited members present at same Annual Meeting.
d)    Declarations, statements and resolutions shall become part of the policy of the Chamber when they have received the approval of the majority of those present at an Annual General Meeting or when they have been submitted in referendum to the membership and have received the prescribed approval.

8.    Officers and Directors

8.0    The Board shall consist of:
a)    The Chair
b)    The First Vice-Chair
c)    The Immediate Past Chair
d)    The Treasurer
e)    Five to Seven(5-7) Directors

8.1    The Terms of the Officers shall begin with their installation or appointment and continue until their successors have been duly installed or appointed.
8.2    The Chair and First Vice-Chair shall not be eligible for election to the same office for more than two (2) consecutive years.
8.3    Vacancies on the Board or in any office may be filled by the Board for the unexpired portion of the term.
8.4    All elected Directors shall serve for a two (2) year term and may be re-elected for subsequent two (2) year terms up to a maximum of ten (10) consecutive years.
8.5    The Treasurer shall be appointed by the Board.
8.6    Unless a Director attends at least sixty (60) percent of the meetings of the Board of Directors in one elected year, that Director will not be eligible for re-election unless extenuating circumstances are evident.  Any Director who absents himself from three (3) consecutive Director’s Meetings, unless for reasons deemed acceptable to the Chair, shall be replaced under the terms of By-Law 8.3.
8.7    No paid employee of the Chamber shall be eligible for election or appointment to the Board.  Any former employees of the Chamber of Commerce are not eligible to join the Board of Directors until a minimum of 5 years since their last date of employment has elapsed.
8.8    Spouses or partners residing with a current Board member  are ineligible to join the Board until the term of the current director is completed.  Any parent, sibling or adult children of a current director is also ineligible to join the Board until the term of the current director is completed.
8.9    The position of 1st Vice-Chair to be elected by outgoing Board, at the last Director’s meeting prior to the General Meeting at which elections are held.
8.10    The candidate of 1st Vice Chair must be an active Director who has served for a minimum of one year with an attendance of sixty (60) percent of Director’s Meetings unless extenuating circumstances are evident.
8.11    Directors wishing to stand as a candidate for  First Vice-Chair must submit the nomination seven (7) business days prior to the last Directors meeting, prior to the General Meeting at which elections are held.
8.12    If only one nomination for First Vice-Chair is received, that nominee will be declared elected by acclamation.
8.13    In the event that more than 4 positions become vacant at the time of election of the Board of Directors, the outgoing Board has the discretion to appoint past members of the Board to fill the additional positions over 4.

9.    Committees

9.0    The Board of Directors shall have the right to appoint from time to time, any Committees they deem necessary to carry out the programs and activities of the Chamber.  See note under 8.0(f)

10.    Nomination and Election of Directors

10.0    Any Member of the Chamber in good standing may be nominated as Director, a candidate must have been a member of the Chamber for at least one year prior to running for election.
10.1    Nominations for Director shall be in the hands of the Chairman of the Nomination Committee at the office of the Chamber ten(10) business days before the date set for the last General Meeting prior to the Annual General Meeting, and shall be accompanied by the written consent of the nominee.
10.2    Upon the approval of the Board of Directors the following succession moves shall occur:
The immediate past First Vice-Chair, subject to his consent, shall automatically become Chair.  In the absence of this consent, the Board will select one of the current Directors as Chair.
10.3    All nominations received shall be presented at the last General Meeting prior to the Annual General Meeting.
10.4    Elections shall be carried out by secret ballot by members in good standing at the last General Meeting prior to the Annual General Meeting.

11.    Duties of Officers and Directors

11.0    The Chair shall preside at all meetings of the Chamber, and shall be an ex-officio member of all committees.
11.1    In the absence or inability of the Chair to act, the First Vice-Chair or next senior member of the Board shall act in his capacity.
11.2    The Vice-Chair shall, in addition, perform such other duties as may be required of them and shall be held normally as potential successors to the Chair.
11.3    All Directors of the Chamber shall serve as a member of a committee, as required by the undertakings of the Chamber.
11.4    The CEO shall be the custodian of the Corporate Seal.

12.    Administration and Management

12.0    The administration and management of the Chamber shall be in the charge of the Chief Executive Officer or secretary as the Board may appoint.  He shall keep or have kept the minutes of the proceedings of the Chamber and the Directors, have the care and custody of its books and records, and attend to the publication of reports.  He shall be the custodian of the funds of the Chamber and shall cause to be deposited with a recognized financial institution, selected by the Board of Directors, all monies received and no monies shall be withdrawn therefrom without the signatures of at least two (2) authorized signatories, as duly appointed by the Board of Directors.
12.1    All paid employees of the Chamber shall be required to be permanent residents of the Comox Valley during their tenure of employment.

13.    Expenditure Authority


13.0    Any expenditure by the Chamber whenever deemed appropriate shall seek a minimum of 3 bids for goods and services. Guidelines for expenditures are as follows:
    Up to $5,000 – at the discretion of the Chief Executive Officer
    Over $5,000 – must be approved by the full Board of Directors
13.1    Invitations for bids shall be issued to all Chamber members known to be in a position to provide the goods or services required.  Such invitations shall not necessarily be limited to Chamber members.
13.2    Bids shall be in writing, and any decisions in connection therewith shall be made by the appropriate persons or Board.

14.    Referendum


14.0    The Board of Directors may at its discretion submit any question by referendum to the members.  This shall be done by the President and Chief Executive Officer communicating, to them, the proposal with pertinent information and a ballot form.  If within twenty-one (21) business days from the posting of the ballots, replies from at lease thirty-five (35) percent of the members have been received and an affirmative vote by at least two-thirds (2/3) of the replies indicate, it shall be effective as if passed as a resolution at an Annual General Meeting.

15.    Fiscal Year


15.0    The fiscal year of the Chamber shall commence on the 1st day of January in each year, and shall terminate on the 31st day of December.

16.    Auditor


16.0    At minimum, a compilation of the books and accounts of the Chamber of Commerce will be performed annually by a qualified accountant.
(See definition of a compilation under footnotes – last page)

17.    Amendments

17.0    Any amendment to these By-laws may be proposed by the Board or Members provided that at least fourteen (14) business days notice of the proposed amendments shall be given to all members in advance of the Annual General Meeting at which said amendments are to be considered.

17.1    Any proposed amendment, to become effective, must be ratified by an affirmative vote of at least two-thirds (2/3) of the accredited delegates present at said Annual General Meeting or last General Meeting prior to the Annual General Meeting.

18.    Rules of Order


18.0    Parliamentary procedure shall govern at all meetings of the Chamber and of the Board as set forth in “Rules of Order” by Roberts.
18.    Borrowing Power
18.0    The borrowing power of the Chamber may be exercised by the Chair or such others of its Executive as the Board may determine, in connection with the resolutions of the Board authorizing the borrowing.

19.    Publicity

19.0    All public announcements in the name of the Chamber shall be made by the Chair or his designate.

20.    Books and Records


20.0    All books and records of the Chamber shall be open to any member, at the office of the Chamber, during regular working hours.

21.    Repeal of Former By-Laws

21.0    With the adoption of these By-laws, all former By-laws are hereby repealed.

As passed by a majority vote at the April 16, 2015 Annual General Meeting.

Adopted        
    Helen Furgale, Chair   
    Andrew Gower, 1st Vice-Chair


Referring to section 16.0 - Auditor

Definition:  Compilation – Compiled Financial Statements represent the most basic level of service CPAs provide with respect to financial statements.  In a compilation, the CPA must comply with certain basic requirements of professional standards, such as having a knowledge of the client’s industry and applicable accounting principles, having a clear understanding with the client as to the services to be provided, and reading the financial statements to determine where there are any obvious departures from generally accepted accounting principles (or, in some cases, another comprehensive basis of accounting used by the entity).  It may be necessary for the CPA to perform “other accounting services” – such as creating your general ledger, or assisting you with adjusting entries for your books – before the financial statements can be prepared.  Upon completion, a report on the financial statements is issued that states a compilation was performed in accordance with AICPA professional standards, but no assurance is expressed that the statements are in conformity with generally accepted accounting principles.  This is known as the expression of “no assurance”.  Compiled financial statements are often prepared for privately held entities that do not need a higher level of assurance by the CPA.

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