Welland/Pelham Chamber of Commerce

Constitution & By-laws for Welland Pelham Chamber of Commerce

ARTICLE I – NAME

  1. The name of this corporation shall be the Welland/Pelham Chamber of Commerce.

ARTICLE II - OBJECTS

  1. The object of the Chamber shall be to maintain and improve trade and commerce, the conservation and good management of community resources, and to promote the civic, economic, commercial, industrial, agricultural and environmental welfare of the residents of Welland and surrounding areas.
  2. The Chamber shall encourage good government and promote sound legislation at all levels of government.
  3. The Chamber shall believe in and support the free enterprise system, and shall be non-partisan, non-sectarian and shall not in any manner whatsoever, support any candidate for public office.

ARTICLE III – MEMBERSHIP

  1. The Chamber shall be composed of active, honorary and life members.
  2. All persons, sole proprietors, agents, business associates, corporations, partnerships, or estates which agree with the objects of the Chamber shall be permitted to join the Chamber subject to the approval of a majority of the Board of Directors, and according to the classifications set out in the scale of fees.
  3. Associations, corporation, partnerships or estates shall be allowed to appoint a prescribed number of Individual Members from their organization as their voting representatives. That appointment shall be in writing and may be changed by further written notice from the association, corporation, partnership or estate member to the Chamber.
    1. The prescribed number of Individual Members to be appointed by any association, corporation, partnership or estate shall be determined according to a scale set from time to time by the Directors shall be based upon the average total number of full-time employees during the preceding 12 months.
    2. Individual Members appointed by associations, corporations, partnerships or estates shall have the right to vote at meetings of the membership. Association, corporation, partnership or estate members shall not have a right to vote other than that of their appointed Individual Members.
  4. The Board of Directors shall have the power to confer honorary memberships to persons who display distinction in public affairs. These memberships shall include all the privileges and obligations of active memberships, except that of voting, holding office, and payment dues.
  5. The Board of Directors shall have the power to confer life memberships to persons who have provided rare and outstanding contributions to the Chamber. These memberships shall include all the privileges and obligations of active memberships, except that of voting, holding office, and payment dues.
  6. The Board may terminate the membership of any member who fails to pay the annual dues within 90 days of the date such dues became payable and of any new member who fails to pay his annual dues within 30 days of admission.
  7. Any member may be expelled for cause by a two-thirds (2/3) majority vote of those Directors present and voting at a Board of Directors meeting or any meeting called especially for that purpose, but only after such member has been notified in writing and given ample opportunity to be heard by the Board with respect thereto. In the event of such expulsion, no refund of dues shall be made.
  8. Any member of the Chamber intending to resign membership may do so at any time upon giving 10 days notice in writing of such intention to the Executive Director, and upon discharging any lawful liability that is standing upon the books of the Chamber against such member at the time of such notice. Such membership shall be terminated upon the acceptance of such resignation by the Board, with no refund of dues.
  9. The schedule of membership fees and the dates for their payment shall be set annually by the Board of Directors. All such fees shall be payable in advance.

ARTICLE IV – GOVERNMENT

  1. The Government of the Chamber, the direction of its affairs and the control of its property shall be vested in the Board of Directors which shall consist of 12 Directors, nominated and elected in such a manner as hereafter prescribed, and the Immediate Past President, who may be one of the 12 Directors.
  2. The Board of Directors shall have the power to buy, sell or lease real estate or chattels, or any other property, incur debts, or enter into contracts of any kind which further the purpose of the Chamber.

ARTICLE V – OFFICERS & EXECUTIVE COMMITTEE

  1. On or before the 28th day of December in each year, the Nominating Committee shall propose a slate of officers. The Directors shall meet and elect the following officers who shall serve as the Executive Committee for the ensuing year: President, First Vice-President, Second Vice-President, Treasurer, and Director-At-Large. All the officers shall be members of the Executive Committee. The Immediate Past President shall also be an ex-officio member of the Executive Committee.
  2. The Executive Committee shall be made up of Directors who have served for at least one (1) year on the Board, on the provision that a sufficient number of Directors fit this criteria. 
  3. The Executive Committee shall meet at their discretion, but no less than nine (9) times during each annual term of the Board.
  4. The Board of Directors shall employ an Executive Director who shall be the senior stag member acting as Secretary to the Board with responsibility for the day to day operation of the Chamber and general supervision of all employees. The Executive Director, being a paid employee, is not a voting member of the Board of Directors, but acts as an advisor to the Board on all matters.
  5. The duties of the officers shall be such as their title by general usage would indicate, and such as required by law, and such as may be assigned to them respectively by the Board of Directors from time to time.
  6. The President shall preside at all meetings of the Board and of the Chamber. The President shall regulate the order of business at such meetings, receive and put proper motions to the directors or members and communicate to such meetings information and business deemed to be the concern of the Board of the Chamber.
  7. The First Vice-President shall preside at all meetings of the Chamber and of the Board in the absence of the President and shall have all powers and duties of the President.
  8. The Second Vice-President shall preside at all meetings of the Chamber and of the Board in the absence of the President and the First Vice-President, and shall have all the powers and duties of the President.
  9. The Treasurer shall be responsible for preparation of the annual budget for approval by the Board, for reporting regularly to the Board on the status of the Chamber’s finances and for providing to the Chamber’s accountants all of the information required to have the annual financial statements prepared.
  10. The Director-At-Large shall carry out such duties of the Executive Committee as may be delegated by the President or the Executive Committee.
  11. The Board shall designate, from time to time, by resolution, the signing authorities for all transactions that are conducted on behalf of the Chamber.

ARTICLE VI - COMMITTEES 

  1. The Board of Directors shall authorize such committees as they shall deem advisable and necessary from time to time, and shall define the powers and the duties of all committees.
  2. The President shall appoint the Chairperson and Vice-Chairperson of all committees, as advised by the Executive Director and subject to confirmation by the Board of Directors. The Chairperson of all committees must be a Director of the Board. 
  3. All committees shall be directly responsible to the Board of Directors and shall submit reports of all their findings and recommendations to the Board.
  4. All committees may adopt rules and regulations, and may appoint such members as are required for proper government, but no resolution or action by a committee shall be binding as or expressive of Chamber policy without the approval of the Board of Directors.
  5. Committee reports shall not be made public without approval by the Board of Directors, except when this authority is specifically authorized by the Board.
  6. Without prior approval of the Board of Directors, no committee shall either on its own, or on behalf of the Chamber, enter into contractual obligations or incur liabilities.

ARTICLE VII – MEETINGS OF MEMBERS

  1. There shall be an Annual Meeting of the Chamber, the purpose of which is to report to the members on Chamber activity and financial status. The Annual Meeting shall be held during the first 6 months of the calendar year. At least two (2) weeks notice of the meeting must be given to the members.
  2. Meetings of the members may be held at such other times as the President and the Board of Directors may determine or upon written request of the twenty-five (25) members in good standing. A notice specifying the purpose of such meeting shall be mailed to the membership at least five (5) business days in advance of such meeting.
  3. At all membership meetings, twenty-five (25) active members in good standing shall constitute a quorum.

ARTICLE VIII – MEETINGS OF DIRECTORS

  1. Meetings of the Directors shall be held as necessary but in any event not less than ten (10) times during each annual term of the Board of Directors.
  2. Meetings of the Directors shall be called on two days written notice by the President, or by any three Directors. In the event of a meeting being called by three Directors, the notice calling the meeting will indicate the purpose.
  3. The President, the First Vice-President or the Second Vice-President shall chair all meetings of the Board of Directors. The chairperson of the meeting shall only have a vote on a matter if that vote is required to break a tie.
  4. A quorum for a meeting of the Directors shall be eight (8), including the chairperson of the meeting.
  5. All matters before the Board shall be decided by majority vote unless otherwise provided in this Constitution.
  6. A Director may, if all the Directors of the Chamber consent, participate in a meeting of directors by means of telephone or other such communications facilities as permit all persons participating in the meeting hear each other, and a Director participating in such a meeting by such means is deemed to be present at that meeting.
  7. All meetings shall be conducted in accordance with Roberts Rules of Order.
  8. Absence of a Director from three consecutive regular meetings of the Board, without cause deemed valid and so recorded by the Board of Directors, shall be construed as a resignation from the Board. The appointing body of a Chamber appointee will be notified should that appointee not be present at three or more consecutive board meetings.

ARTICLE IX – NOMINATIONS AND ELECTIONS

  1. Elections shall be conducted by the Nominating Committee. This committee shall be appointed by the Executive Committee, and shall consist of at least three individuals, one of whom must be the Immediate Past President, if that person is a current Director of the Board, and if that person is not standing for re-election.
  2. The Nominating Committee shall submit a slate of candidates for election sufficient to at least fill all vacancies on the Board of Directors.
  3. The Directors shall be elected for a three-year term, one-third (1/3) of the Directorate running for re-election each year. Upon having served three consecutive terms on the Executive Board, the Director will not be eligible for an Executive Position until a full three (3) year term has elapsed.
  4. A Director shall not be eligible for re-election if during the previous year the Director was absent from more than half of the Board meetings without reasonable cause.
  5. The Nominating Committee shall be entitled, at its discretion, to make its own nominations, the only requirement being that all nominees must satisfy the qualifications set out in the Chamber By-Law.

ARTICLE X - APPOINTMENTS

  1. Vacancies caused by resignation, removals, and deaths or otherwise on the Board of Directors may be filled by the Board, but any person appointed to fill such vacancy shall serve only until the next general election, at which time the membership shall elect a Director to serve for the remainder of the term.
  2. The Board of Directors may, by a two-thirds (2/3) vote, appoint additional members to the Board. Members so appointed shall be known as “Appointed Directors” and shall not exceed five (5) in any one (1) year or a number as determined by the Board of Directors. Members so appointed shall serve until the end of the year, at which time they shall be eligible for reappointment. Appointed directors shall have all the rights and responsibilities of an elected Director except that of voting or participating in “in camera” meetings.

ARTICLE XI – FINANCIAL AFFAIRS

  1. The fiscal year of the Chamber shall commence on the first day of January in each year, and end on December 31, of each year. The Directors shall approve a budget prior to the commencement of the fiscal year.
  2. The Directors shall prescribe the form and procedures for the receipt and disbursement of all funds due to or entrusted to the Chamber.
  3. The accounts of the Chamber shall be maintained with one (1) or more of its member financial institutions.
  4. Funds for the operation of the Chamber may be raised by annual dues, contributions, and from other sources, as approved from time to time, as permitted under the Boards of Trade Act.
  5. The funds and property of the corporation shall be used and applied to and for such purposes only as shall be deemed to promote the objects of the Chamber.
  6. A financial report shall be given at a semi-annual meeting and at all regular meetings of the Board of Directors.

ARTICLE XII – AFFILIATION

  1. The Chamber, at the discretion of the Board, shall have the power to affiliate with the Canadian Chamber of Commerce, the Ontario Chamber of Commerce, and any other organization in which membership may be in the best interest of the Chamber.

ARTICLE XIII – EXECUTION OF DOCUMENTS

  1. All documents to be executed by the Chamber shall have the Corporate Seal of the Chamber affixed as attested to by the signature of the President and one other member of the Executive Committee.
  2. The Seal shall not be affixed to any document unless authorized by resolution of the Directors.
  3. The President shall have custody of the Corporate Seal of the Chamber.

ARTICLE XIV – ACCOUNTANTS

  1. The Chamber shall appoint a Chartered Accountant (s) at the Annual Meeting of the members, and shall fix the re-numeration therefore. The Accountant (s) shall review the books and accounts of the Chamber once in every year, so that the Financial Statements can be presented at the Annual Meeting.

ARTICLE XV – INDEMNIFICATION OF THE EXECUTIVE COMMITTEE, DIRECTORS & OFFICERS

  1. Every Executive Committee member, Director and Officer of the Chamber, and his/her heirs, executors and administrators, and estate and effects, respectively, shall, from time to time and at all times, be indemnified and saved harmless out of the funds of the Chamber, from and against;
    1. all costs, charges and expenses whatsoever that he/she sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him/her for or in respect of any act, deed, matter, thing whatsoever made, done or permitted by him/her, on or about the execution of the duties of his/her office; and
    2. all other costs, charges and expenses that he/she sustains or incurs in or about or in relation to the affaires thereof, except such costs, charges and expenses as are occasioned by his/her own willful neglect or default.
  2. The Directors and Officers for the time being of the Chamber and each of them and each of their heirs, executors and administrators shall be indemnified and saved harmless out of the assets and profits of the Chamber from and against actions, costs, charges, losses, damages and expenses which they or any of them or any of their heirs, executors and administrators shall or may incur or sustain by or by reason of the performance of their duty or supposed duty in their respective offices, except such (if any) as they shall incur or sustain by or through their own willful neglect or default respectively.
  3. The foregoing rights to indemnification contained in this Article shall not be exclusive of, but shall be in addition to other rights to which such Directors or Officers may be entitled as a matter of law.
  4. Blanket position surety bonds in such amounts as the Board of Directors shall deem necessary shall be furnished. The cost of such bonds shall be paid by the Chamber.

ARTICLE XVI – REFERENDA

  1. The Board of Directors may submit a question to the members for a mail referendum vote. The ballot for such a vote shall be accompanied by briefs stating both sides of the question. When so stated in a ballot, action taken therein by a majority of the members voting shall be final.

ARTICLE XVII – AMENDMENTS

  1. The Constitution may be amended at any General Meeting of the Members of the Chamber by a two-thirds (2/3) affirmative vote of those present and voting at such meeting. Each member must receive at least two weeks written notice of such meeting and a copy of the proposed amendments.

ARTICLE XVIII – ENACTMENT

  1. This Constitution shall be effective immediately following its adoption by a majority vote of the members present at a general meeting of the Members and when so adopted, shall supersede all previous Constitutions and Amendments thereto, which are hereby annulled.

BY – LAW #1 - MEMBERSHIP FEES

In September of each year the Membership Committee shall review the current fee scale and, in consultation with the Executive Director, make a recommendation regarding proposed changes to the fee schedule at the subsequent Board of Directors meeting.

Membership Fees are for a twelve-month period. A one-time $25 administration fee is added to your total for new members. Fees are based on the average number of employees (including owners, managers, etc.) per firm.

BY – LAW #2 - NOMINATIONS AND ELECTIONS

  1. The Nomination committee shall advise each Individual member by written notice prior to November 1 of each year of the procedure for electing Directors and the request for nominations. Nominations from the general membership for the Board of Directors may be made by the submission in writing to the Nominating Committee, no later than the 1st day of December. Only members in good standing and with fees paid to date shall be allowed to nominate individuals to the Board of Directors. The signature of two (2) members shall be required to qualify such nomination, together with the consent of the candidate nominated to stand for election.
  2. The maximum number of nominations to the Board shall not exceed double the number of vacancies to the Board for that particular year. Nominations shall be accepted in priority of receipt of the nomination forms, up to the above limit.
  3. Only members in good standing and with fees paid up to date shall be allowed to vote during the election.
  4. Then Nominations committee shall be responsible for preparing ballots for the election, which will be mailed. The election shall be conducted by secret ballot.
  5. Only persons listed as authorized voting representatives of the member shall be entitled to vote during the elections. Proxies authorizing persons employed by the same member who would otherwise be ineligible to vote must be signed by an authorized voting representative of the member whom they are employed.
  6. The Nomination Committee shall act as scrutineers during the election.
  7. The four elected candidates receiving the highest number of votes shall be declared elected as Directors for the three (3) year terms. In the event of the necessity to fill un-expired term (s), the candidate (s) with the next highest number of votes shall be declared elected to fill the un-expired terms.
  8. In the event of a tie for the last elected position, an additional separate election shall be held to break the tie.

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Address: 32 East Main Street
Welland, Ontario, L3B 3W3

Phone: 905-732-7515

E-mail Us: admin@wellandpelhamchamber.com

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