As amended and ratified at the Annual General Meeting of September 9, 2021
ARTICLE 1: NAME
The name of the organization shall be the Greater Sudbury Chamber of Commerce hereinafter referred to as “the Chamber”.
ARTICLE 2: OBJECTS
The objects of the Chamber shall be to promote the civic, commercial, industrial, agriculture and tourism interests of the area and to preserve and further the operation of Canada’s private and competitive enterprise system based upon individual freedom of choice and personal initiative and responsibility.
ARTICLE 3: MEMBERSHIP
- The Chamber shall be composed of Active, Life and Honourary members.
- All persons who agree with the objects of the Chamber shall be eligible to apply for active membership. The procedure with respect to admission to and the exercise of privileges of, such membership shall be specified in these bylaws.
- Associations, corporation, partnerships, estates or individuals may subscribe and hold active membership in this organization.
- Honourary or Life members may be proposed by a member, and brought forward with a recommendation to approve, for the consideration of the Board of Directors . Every election of Honourary or Life memberships shall be announced to the Chamber at its first general meeting thereafter.
- Individuals who have been active in the Chamber for a minimum of twenty (20) years but have retired from business may be recommended for Life Membership, which membership shall include all privileges and obligations of active membership except those of payment of dues or fees and holding office.
- Distinction in public affairs shall confer eligibility to honourary membership which membership shall include all the privileges and obligations of active membership, except those of payment of dues or fees and holding office.
- Any Active, Honourary or Life membership may be revoked by the Board of Directors by a two-thirds (2/3) majority.
- Membership shall be acquired by application on a prescribed form which shall be referred to the Board of Directors for its acceptance by a two-thirds (2/3) majority vote. Such member, on acceptance by the Board of Directors, shall have all rights and privileges and be subject to the obligations of active membership.
- Voting shall be by individual members and accredited representatives in good standing only, and each individual member and accredited representative shall cast only one vote. No proxy votes shall be allowed.
- A member is in good standing as long as his/her dues are not determined by the Board of Directors as being in arrears. Any member whose dues are in arrears for 90 days or more may have their membership revoked by the Board of Directors and all privileges of membership shall be forfeited.
- Permanent, full-time employees of member firms shall be considered members of the Chamber to the extent determined by the Board of Directors and are entitled to enjoy the privileges of membership that the Board of Directors establishes. Member firms are responsible for the acts, omissions and liabilities to the Chamber of their employees.
- Voting shall be by individual members and accredited representatives in good standing only, and each individual member and accredited representative shall cast only one vote. No proxy votes shall be allowed.
- Voting by all members other than individual members shall be assigned to accredited representatives who are named by the member organization in the manner prescribed by the Board of Directors.
ARTICLE 4: THE GOVERNMENT OF THE CHAMBER
- The government of the Chamber, the direction of its affairs and the control of its property shall be vested in a Board of Directors which shall be comprised of up to seventeen (17) directors consisting of the Immediate Past Chair, twelve (12) members nominated and elected in such a manner as hereinafter prescribed, (the Immediate Past Chair could be one of the Elected Directors), and up to four (4) members appointed by the elected directors.
- Any officer or director may be suspended from their office or have their tenure of office terminated if, in the opinion of the Board of Directors, they are grossly negligent in the performance of their duties.
ARTICLE 5: FISCAL YEAR
The fiscal year shall end at the 30th of June.
ARTICLE 6: MEETINGS
A. GENERAL MEETINGS
- The annual meeting of the Chamber shall be held before the end of October on a date specified by the directors at a place and hour to be designated by the Board.
- General meetings shall be held at such other times as the Chair of the Board, or Board of Directors may determine, or upon the written request of five (5) percent of the members in good standing. Due notice by mail, or other electronic text form, shall be sent to each member. When called otherwise than by the Chair of the Board, or Board of Directors, the notice of the meeting shall contain a statement of purpose of the meeting and shall be mailed, or forwarded by other electronic text means, to all members at least twenty (20) days prior to the meeting.
- A properly constituted annual general meeting shall consist of a minimum of twenty-five (25) members in good standing and this constitutes a quorum. A properly constituted general, or special general, meeting shall consist of ten (10) members in good standing and this constitutes a quorum.
- The motion to approve the actions of the Board of Directors at the annual general meeting requires a two-thirds (2/3) majority vote. All other motions at annual general, special or general meetings require a simple majority.
- All questions of parliamentary procedure not dealt with in the bylaws shall be settled according to Robert’s Rules of Order.
B. BOARD OF DIRECTORS’ MEETINGS
- The Board of Directors shall meet at least five (5) times per year.
- At all meetings of the Board of Directors, unless otherwise prescribed herein, one- third (1/3) of the members shall constitute a quorum.
- The Chair of the Board shall preside at all meetings of the Board of Directors. In the absence of the Chair of the Board an alternate officer or director shall preside, or in their absence, an alternate as designated by the Chair of the Board.
- A special meeting of the Board of Directors may be called at any time by the Chair of the Board upon reasonable attempt to notify each director of such meeting, or by not less than three (3) directors provided that when called otherwise than by the Chair of the Board, each director shall be notified stating the purpose of the meeting, not less than twenty-four (24) hours preceding the meeting.
- All meetings of the Board of Directors, except In Camera meetings, shall be open to all members of the corporation who may attend those meetings but not take part in any of the proceedings except as provided in Article 6B.6 below.
- Any member in good standing may request to make a presentation to the Board of Directors at one of its regular meetings. Such request must be made in writing, shall contain a statement of the purpose of the presentation, and shall be delivered by email, mail or in person to the President & CEO who in turn shall forward the request to the Board for its consideration. If the request is approved, the presentation would take place at the next, or a subsequent meeting, of the Board.
- Directors and committee members may participate in Board and committee meetings via conference call or video conference if, or where, available, and participation in this manner shall constitute attendance for quorum purposes.
- Voting procedure at all meetings of the Board of Directors, except as otherwise prescribed, shall be that a simple majority of the directors present and voting shall prevail.
- A director having a conflict of interest in a matter before the Board shall absent him or herself from all discussions and votes pertaining to the matters in which they are in a conflict by leaving the room.
A meeting of the Board may be held in camera where it is determined by the Board that it is in the best interests of the Chamber that the matters under discussion be kept confidential. Matters that may appropriately be considered at an in camera meeting include discussions relating to personnel, membership, and any other matters which, as determined by the Board, are in the Chamber’s best interest to be kept confidential.
Meetings of Committees of the Board of Directors, Task Forces, or other bodies to which the affairs of the Chamber have been appropriately delegated are to be held in accordance with the principles and practices described in these Bylaws for the Board of Directors.
- All questions of parliamentary procedure not dealt with in the bylaws shall be settled according to Robert’s Rules of Order.
ARTICLE 7: REFERENDA
The Board of Directors may submit a question to the members for a referendum vote, the ballot for such a vote to be accompanied by briefs stating both sides of the question. When so stated in the request, action taken therein by a majority of the respondents shall be final.
ARTICLE 8: FINANCES
- Funds for the operation of the Chamber shall be raised by annual fees from members, special assessments, and voluntary contributions from legally acceptable sources and from the proceeds of services carried out by the Chamber.
- The Board of Directors shall prescribe the form and procedure for receiving and disbursing all funds due or entrusted to the Chamber. All the monies belonging to the Chamber shall be deposited in a chartered bank, credit union or caisse populaire in the City of Greater Sudbury to be designated by the Board of Directors and such money may only be drawn out by cheque, bearing the signature of the President & CEO and one of the Chair of the Board, Treasurer, or one of two senior management employees of the Chamber to be designated by the President & CEO from time to time (hereinafter “a Senior Manager), or by the Chair of the Board and one of the President & CEO, or a Senior Manager, or by automatic withdrawal approved by the President & CEO and one of the Chair of the Board, Treasurer, or a Senior Manager, or by the Chair of the Board and one of the President & CEO, or a Senior Manager.
- The funds and property of the Chamber shall be used and applied to and for such purpose only as may be calculated to promote the particular objects stated in Article 2 of these Bylaws.
- A complete audit of the books and accounts of the Chamber shall be made at least once a year by a properly qualified chartered accountant duly appointed at the annual meeting. The financial statement forming part of this audit shall be made available to all members at the annual meeting.
ARTICLE 9: ELECTIONS AND APPOINTMENTS
- The annual election of directors shall be carried out at least thirty (30) days prior to the end of the fiscal year and the elected directors shall take office within ninety (90) days after the end of the fiscal year.
- The Election Committee is comprised of three (3) members, chosen from the Past Chairs of the Chamber no longer sitting on the Board, starting in reverse chronological order and excluding any Past Chair standing for election. This committee shall conduct the election, certify the results, and cause a report to the Board of Directors.
- The Election Committee will draw up and publish a slate of nominees from among the members in good standing at least twenty (20) days prior to the election date and request, in the same publication, any nominations from the members at large. Nominations shall be closed ten (10) days prior to the election date. Such nominations will be verified by the Election Committee who will cause to prepare the ballot in alphabetical order for distribution, stating place of employment and position of each nominated person. No director shall be eligible for re-election as a director after holding that position for three (3) consecutive terms i.e.: six (6) years, until after at least one (1) year has elapsed. This eligibility provision relative to the six (6) year term of office shall not apply in the case of individuals holding the following offices: Chair, First and Second Vice Chairs.
- A ballot will be sent to every individual member and accredited representative which must be returned to the Chamber office, on or before the hour and date indicated thereon. The six (6) nominees receiving the highest vote will be elected for a two (2) year term and the six (6) nominees with the next highest vote for a one (1) year term. All directors shall remain in office until their successors are elected or appointed. In each succeeding year, six (6) directors shall be elected for a two (2) year term. In any year a sufficient number of directors shall be elected for a one (1) year term to fill vacancies in the Board.
- Should a tie occur, the members of the Election Committee shall cast lots and certify the person, or persons, on whom the election falls.
- Each individual member and accredited representative shall be limited to one ballot.
- Within ninety (90) days after the end of the fiscal year the elected directors shall meet and consider appointing directors for the ensuing year in Accordance with Article 4.
ARTICLE 10: VACANCIES
- If any member of the Board of Directors shall absent him/herself without reasonable cause from meetings of the Board of Directors, his/her seat may be declared vacant by the Board.
- A director shall be required to take a leave of absence from the Board of Directors and Executive Council once he/she declares candidacy to seek municipal, provincial or federal public office, and if elected, the individual’s seat shall be declared vacant.
- A Chair of the Board shall be required to take a leave of absence from the Executive Council and any chamber committee or task force once he/she decides to support, in any public way excluding financial contribution, a candidate seeking election to municipal, provincial or federal public office until the conclusion of the election. This provision does not preclude private financial support of a candidate.
- In the case of resignation, removal, death or otherwise of an elected director, and where the vacancy cannot be filled by the candidate with the next highest number of votes on the most recent election ballot, the Board will refer to its analysis of Board membership alignment to the skills spectrum and invite a replacement with qualifications that meet Board needs from the membership at large. The replacement shall serve until the next election.
- In the case of the resignation, removal, death or otherwise of an appointed director, the Board will refer to its analysis of Board membership alignment to the skills spectrum and invite a replacement with qualifications that meet Board needs from the membership at large. The replacement shall serve for the remainder of the unexpired term.
ARTICLE 11: OFFICERS
- Within ninety (90) days after the end of the fiscal year a quorum of the Board shall meet and elect officers, from amongst themselves, for the ensuing year a Chair of the Board, First Vice Chair, Second Vice Chair, and Treasurer. The Immediate Past Chair shall be an automatic appointment on the Executive Council. Subsequently, the Board of Directors may employ a President & CEO, who shall serve as the Secretary of the Corporation, and whose compensation shall be approved by the Board of Directors.
- The President & CEO shall be the chief administrative officer of the Chamber and shall serve as Secretary of the Corporation. The President & CEO shall be responsible for keeping the records and books of the Chamber, conducting its administration, retaining copies of all official letters and preserving all official documents. The President & CEO, with the Chair of the Board, sign and when necessary seal with the seal of the Chamber, all papers and documents requiring signature and execution on its behalf. The President & CEO shall sit as a non-voting member at all meetings of the Board of Directors and Executive Council, and may sit as a non-voting member at all meetings of all committees and task forces, and shall be entitled to take part in all discussions except when the Chair of the Board determines that a conflict of interest exists.
- The President & CEO and the Chair of the Board shall be the official spokespeople for the Chamber. No communication shall be made to the public in the name of the Chamber, for any purpose, other than by the President & CEO, the Chair of the Board, or their designate.
- The Treasurer will work collaboratively with the Audit Committee to support the Board of Directors in achieving its fiduciary responsibilities. The Treasurer shall be responsible for all funds of the Chamber and shall cause to have such funds deposited as stated in Article 8. 2 of the Bylaws. The Treasurer will present the quarterly financial statements to the Board as prepared by staff. The Treasurer will work cooperatively with the President & CEO and the auditors in the presentation of the annual audited financial statements to the Board of Directors by the auditors.
- The duties of the officers shall be defined in the Governance Process Policies of the Chamber, or as otherwise assigned by the Board of Directors, or as otherwise required by law.
- Indemnity: The directors and officers of the Chamber 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 their heirs, executors and administrators shall or may incur or sustain by or by reason of the performance of their duty as a director or an officer except such as a director or officer shall incur or sustain as the result of his or her failure to act honestly and in good faith with a view to the best interests of the Chamber.
- Insurance for Directors and Officers: The Chamber shall maintain a directors and officers liability insurance policy for the benefit of the directors or officers of the Chamber.
ARTICLE 12: COMMITTEES
- The Board of Directors has the authority to create standing or ad hoc committees, to define their powers or duties, and to appoint their members.
- The terms of reference of the standing committees shall be as described in the Chamber’s Governance Process Policies.
ARTICLE 13: AMALGAMATION OR DISSOLUTION
Upon amalgamation with one or more other Boards of Trade or Chambers of Commerce or other corporations with similar objects, the property of the Greater Sudbury Chamber of Commerce shall belong to such amalgamated corporation. Upon dissolution, the property of the Greater Sudbury Chamber of Commerce shall, after satisfaction of its debts and liabilities, be paid or transferred to or distributed among such charitable causes having similar objects in the City of Greater Sudbury as the Board of Directors may, in its sole discretion, decide.
ARTICLE 14: AMENDMENTS
- The Board may pass or amend the Bylaws from time to time.
- Where it is intended to pass or amend Bylaws at a Board meeting, the President & CEO shall send, not less than 14 calendar days before the meeting, written notice of such intention to each director at the director’s address as shown on the records of the Chamber or by confirmed email. Where the notice of intention is not sent as provided herein, any proposed amendments to the Bylaws may nevertheless be moved at the meeting and discussion and voting thereon adjourned to the next meeting, for which no notice of intention is needed. Further, an amendment requires the amendment to be carried by a two-thirds majority of the Directors present and voting at the meeting at which the amendment to the Bylaw is to be considered.
- Except as hereinafter otherwise provided, a Bylaw or an amendment to the Bylaw passed by the Board has full force and effect from the time the motion is passed or from such future time as may be specified in the motion.
- A Bylaw or an amendment to a Bylaw passed by the Board shall be presented for confirmation at the next Annual General Meeting or special General Meeting called for that purpose. Due notice to every member of the meeting at which the amendments are to be considered must be mailed or forwarded by other electronic means, at least (20) days prior to the time of the meeting. A two-thirds (2/3) majority of the members in attendance and voting at the Annual General Meeting or special General Meeting may confirm the Bylaws as presented or reject or amend it, and, if rejected, it immediately ceases to have effect, and, if amended, it takes effect as amended from that time forward.
- Any rejection, amendment or refusal to approve the Bylaw or part of the Bylaw made in accordance with Section 14, shall not invalidate any act done or right acquired under any such Bylaw prior to its rejection, amendment or refusal to approve and such rejection or amendment shall have no retroactive effect.
ARTICLE 15: DEFINITIONS
- “Chamber” shall mean the Greater Sudbury Chamber of Commerce.
- “Board of Directors” or “the Board” refers to the Board of Directors of the Greater Sudbury Chamber of Commerce. This is referred to as “the Council” in the Boards of Trade Act. Any reference to “the Board” of “the Board of Directors” should be interpreted to mean “Council” for the purposes of the Boards of Trade Act.3. “Members” refer to active, honourary or life members of the Greater Sudbury Chamber of Commerce.
- “Individual members” are those members of the Greater Sudbury Chamber of Commerce who are not business owners but who hold membership in the chamber under their own name.
- “Accredited representatives”, also referred to as “voting representatives” are representatives from member firms who have been designated by their employer to represent the employer in the Chamber.
- “Robert’s Rules of Order” refers to the rules contained in the current edition of Robert’s Rules of Order Newly Revised and shall govern the Chamber in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Chamber may adopt.