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Comox Valley Chamber of Commerce | Courtenay, BC
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  • Home
  • Resources
    • MindReader Program
    • Community & Business Info
    • Certificates of Origin
    • Job Board
  • Events
    • AGM 2023
    • 2022 Chamber Awards
  • THE CHAMBER
    • Our Team
    • Bylaws
    • Board of Directors
    • Corporate Partners
    • Contact Us
  • Membership
    • Getting Involved
    • Member Benefits
    • Business Directory
    • Marketing Opportunities
    • How to Start a Small Business
  • 2022 Chamber Awards

ByLaws for Comox vAlley Chamber

*Please note that the Chamber membership updated our Bylaws at the recent AGM April 25, 2023. Stay tuned for a more recent version.

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 and gender neutral.

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 Any member failing to pay dues within thirty (30) business days after being billed shall cease to                        be a Member in good standing and shall be removed from the membership.
     2.2 A Member so removed from membership shall be retained upon payment of its membership                               dues.
    2.3 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 the members of the Chamber shall be determined annually by                                    the CEO based on annual operating needs
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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 by fixed fourteen ( 14) business days                                in advance by the Board and notice to be given by way of newspaper advertisement &/or                                        electronic distribution to the members &/or notice on the Comox Valley Chamber Web Site.
    4.2  Special General Meetings may be called at the discretion of the Board, or when at least                                            ten ( l 0) 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 Power

    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. The voting process can                               be delivered through a secure, electronic program deemed acceptable by the CEO and Board                                 of Directors.
     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.l Fifty (50) percent plus one ( l) 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 good standing in writing to the Chair at least fourteen (14)                        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 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 Vice-Chair
            c) The Immediate Past Chair
            d) The Treasurer shall be appointed by the Board
            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 (are) also ineligible to join the Board until the term of the current director is completed.
    8.9  The position of 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 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 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 Vice-Chair is received, that nominee will be declared elected by                                    acclamation.
    8.13 In the event 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.

10. Nomination and Election of Directors

    10.0 Any Member of the Chamber who has been a member in good standing for a minimum of                                     two (2) years may be nominated as a Director, subject to meeting the criteria detailed in the                                 Board Nomination Process and Application Policy.
    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 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 qualified 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. In addition to the usual voting procedure at an                              AGM, the voting process can be delivered through a secure, electronic program acceptable by                              the CEO and Board of Directors.
    10.5 The AGM can be conducted virtually or by some other format, should it become necessary due                            to the inability of the membership to meet in person. (ie. a pandemic, state of emergency etc.)

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 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 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 l st 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.

19. Borrowing Power

    19.0 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.

20. Publicity

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

21. Books and Records

    21.0 All books and records of the Chamber shall be open to any member in good standing, at                                         the office of the Chamber, during regular business hours.

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

As passed by a majority vote at the June 25, 2020 Annual General Meeting.

Adopted Daniel Kooman, Chair
Laurie Shambrook, Vice-Chair

Referring to section 16.0 - Auditor
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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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PO Box 3007|  Courtenay  PO Main, BC  V9N 5N3
Phone: (250) 465-0019 

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