ARTICLE I – NAME AND MISSION STATEMENT
Section 1 – The name of this organization shall be The Florenceville-Bristol and District Chamber of Commerce.
Section 2 – The mission statement of the Florenceville-Bristol and District Chamber of Commerce shall be to promote and improve trade and commerce and economic, civic and social interests of the district.
Section 3 – The usual place of meeting shall be in the town of Florenceville-Bristol.
Section 4 – The Florenceville-Bristol and District Chamber of Commerce shall be non-sectional and non-sectarian and shall not lend it support to any candidate for public office.
ARTICLE II – INTERPRETATION
Section 5 – Wherever the words “Chamber” occur in these by-laws, they shall be understood to mean “The Florenceville-Bristol and District Chamber of Commerce,” as a body.
Section 6 – Wherever the words “Executive” occur in these by-laws, they shall be understood to mean the “Executive Committee” of the “Florenceville-Bristol and District Chamber of Commerce.”
Section 7 – Wherever the words the “Board” occur in these by-laws, they shall be understood to mean the “Board of Directors of the Florenceville-Bristol Chamber of Commerce.”
Section 8 – Wherever the word “District” occurs in these by-laws, it shall mean that area, within and for which this Chamber was established, as defined in the Certificate of Registration under the Boards of Trade Act (R.C.,c.18,s.1).
ARTICLE III – MEMBERSHIP
Section 9 – Any reputable person, directly or indirectly engaged or interested in trade, commerce or the economic and social interests of the District shall be eligible for membership in the Chamber.
Section 10 – Associations, Corporations, Societies, Partnerships or Estates, directly or indirectly engaged or interested in trade, commerce or the economic and social interests of the District may be eligible for membership in the Chamber.
Section 11 – Any member in good standing may propose any eligible person or organization as a candidate for membership, providing such candidate shall undertake, if admitted, to be governed by the by-laws of the Chamber.
Section 12 – If such proposal as made under Section 11 is carried by a majority of two-thirds of the members of the Board then present, each person or organization shall henceforth be a member of the Chamber and shall have all the rights and be subject to all the obligations of the other members.
Section 13 – Membership shall continue from the time of admittance until a member has resigned in accordance with the provisions of these by-laws or has been removed from the roll of members by action of the Board.
Section 14 – Any member of the Board who intends to retire therefrom or to resign his/her membership, may do so at any time, upon giving an Executive Member ten days notice in writing of such intention, and upon discharging any lawful liability which is standing upon the books of the Chamber against him/her at the time of such notice.
Section 15 – The Board may remove from the roll of members the name of any newly-enrolled member failing to pay his/her annual dues within thirty (30) days of his admission, or of any other member who fails to pay such dues within three months of the date on which they fall due. Upon such action by the Board, all privileges of membership shall be forfeited.
Section 16 – Persons who have distinguished themselves by some meritorious or public service may be elected Honorary Members by a majority vote of the Chamber. Such recognition shall be for a term of one year and may be repeated. Honorary Membership shall include all the privileges of active membership except that of holding office, with the exemption of payment of annual dues.
Section 17 – Any member of the Chamber may be expelled by a two-thirds vote of the Board.
ARTICLE IV – DUES AND ASSESSMENTS
Section 18 – The annual dues payable by members of the Chamber shall be determined annually by the Board, subject to the approval of the general meetings of the Chamber whenever a change in the original amount is involved.
Section 19 – Other assessments may be levied against all members, provided they are recommended by the Board, and approved by a majority of the members present at a general meeting of the Chamber. The notice calling such general meeting shall state the nature of the proposed assessment.
ARTICLE V – EXECUTIVE COMMITTEE AND BOARD OF DIRECTORS
Section 20 – The Executive Committee of the Chamber shall be: a President, Vice-President, Treasurer and Secretary, or Secretary-Treasurer, who with at least three other members shall be elected from among the members each year at the Annual General Meeting by present majority and shall form the Board of Directors. These officers shall remain in office for one year or until their successors shall be appointed. The members of the Executive Committee, may hold the same office for more than two successive terms provided the qualifications of the Chamber are met and each officer affirms willingness to continue at the Annual General Meeting.
The retiring President shall be, ex-officio, a member of the Executive Committee.
Section 21 – Where a member of the Board dies or resigns from his/her office, or is absent from three consecutive meetings of the Board of Directors without due cause, the Board may, at any meeting thereof, elect a new member to replace the one who has died, resigned or been absent without cause.
Section 22 – Any Executive or Board member may be suspended from his/her office or have their tenure of office terminated if, in the opinion of the Board, that officer or member is grossly negligent in the performance of his/her duties, providing however, that any Executive or Board member so suspended, or whose tenure of office has been terminated, shall be at liberty to appeal the decision of the Board directly to the Membership at the next general meeting of the Chamber.
Section 23 – The Executive Committee shall have the power of administration. It may make or authorize payments or representations to the Government or Parliament of Canada, the Government or Legislature of the province, 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 24 – The Board 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 Chamber, provided however, that such powers are not inconsistent with the provisions of the Boards of Trade Act.
Section 25 – Any four (4) or more members made up of the Executive Committee and the Board, lawfully met, shall be a quorum and a majority of such quorum may do all things within the powers of the Board.
Section 26 – The Board shall frame such by-laws, rules and regulations as appear to it best adapted to promote the welfare of the Chamber, and shall submit them for adoption at a general meeting of the Chamber called for that purpose.
Section 27 – The Board, or at its request, the President, may appoint committees or designate members of the Board, the Chamber or others, to examine, consider and report upon any matter or take such action as the Board may request.
Section 28 – The Board may suspend any chairman/president from office or have his/her office terminated for just cause. Any committee may be terminated by the Board.
Section 29 – No paid employee of the Chamber shall be a member of the Board. Officers of the Chamber shall receive no remuneration for services rendered, but the Board may grant any of these said officers reasonable expense monies.
Section 30 – The meetings of the Board shall be open to all members of the Chamber who may attend and may take part in any of the proceedings of the Board, upon approval of such participation by the Board.
Section 31 – No public pronouncement in the name of the Chamber may be made unless authorized by the Board or by some person to whom the Board has delegated this authority.
ARTICLE VI – DUTIES OF THE EXECUTIVE COMMITTEE
Section 32 – The President shall preside at all meetings of the Chamber and the Board, and shall regulate the order of business at such meetings, receive and put lawful motions, and communicate to the meeting items or subjects of concern to the Chamber. The President shall, with the Treasurer or Secretary, or Secretary-Treasurer, sign all papers and documents requiring signature on behalf of the Chamber, unless some other person is designated to do so by the Board. It shall be the duty of the President to present a general report of the activities of the year at the Annual Meeting.
The Vice-President shall act in the absence of the President and shall carry out such other duties as may be assigned by the President and/or the Board.
The Treasurer shall have charge of all funds of the Chamber and shall deposit, or cause to be deposited, the same in a chartered bank selected by the Board. Out of such funds, the Treasurer shall pay, or cause to be paid, such amounts as approved by the Board and shall keep a regular account of the income and expenditures of the Chamber and shall submit an audited statement thereof for presentation to the Annual General Meeting and at any other time as may be required by the Board.
The Treasurer shall make such investment of the funds of the Chamber as the Board may direct and shall, with the President, sign all notes, drafts and cheques.
The Secretary shall be responsible for the business affairs of the Chamber and shall, with the President, sign and when necessary, seal with the Seal of the Chamber, all papers and documents requiring signature or execution on its behalf. The Secretary shall maintain, or cause to be maintained, an accurate record of the proceedings of the chamber and of the Board. At the expiration of his/her term of office, the Secretary shall deliver to the Chamber all books, papers and other property of the Chamber.
Section 33 – The Board may, at its discretion, employ a paid employee to serve as Office Manager. The Office Manager shall carry out the day-to-day management of the Chamber’s business affairs and perform other duties relating to the Chamber as may be required by the Board, under the supervision of any of the following: the President, Treasurer, Secretary, or the Secretary-Treasurer.
ARTICLE VII – MEETINGS
Section 34 – The Annual General Meeting of the Chamber shall be held in the month of May in each year at a time and place determined by the Board. At least two week’s notice of the Annual Meeting shall be given.
Section 35 – Regular General Meetings of the Chamber shall be held at the Board’s discretion at a time and place designated by the Board. At least one week’s notice of such meetings shall be given.
Section 36 – Special General Meetings of the Chamber may be held at any time when summoned by the President, or when requested in writing by any three members of the Board, or any ten members of the Chamber. At least one day’s notice of such meetings shall be given.
Section 37 – The Board shall meet at least once a month as may be necessary to carry on the business of the Chamber.
Section 38 – Notice of all meetings, naming the time and place of assembly, shall be given by either the Secretary or the Office Manager. A notice inserted in one or more of the newspapers published within the District or a circular letter signed by the Secretary and mailed to the last-known address of each member or an electronic notification shall constitute sufficient notice.
Section 39 – At any Annual General Meeting, twenty percent (20%) of the total eligible membership shall be considered 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 40 – Minutes of the proceedings of all General and Board meetings shall be entered in books to be kept for that purpose by the Secretary and/or Office Manager.
Section 41 – The entry of such minutes shall be signed by the person who presides at the meeting at which they are adopted.
Section 42 – All books of the Chamber shall be opened at all reasonable hours to any member of the Chamber, free of charge.
ARTICLE VIII – VOTING RIGHTS
Section 43 – Every member in good standing represented at any general meeting shall be entitled to one vote provided that the vote of an Association, Corporation, Society, Partnership, or an Estate member shall, in each case, be assigned to individuals.
Section 44 – Voting at Board or General meetings shall normally be by a show of hands or, if requested by the Chairperson/President, by a standing vote. A roll call vote shall be taken, if requested by five (5) members provided such request received approval of two-thirds of the members assembled.
Section 45 – The presiding officer shall vote only in the case of a tie. Upon an appeal being made from a decision of the presiding officer, the vote of the majority shall decide.
Section 46 – Motions or amendments shall be carried at any Board or General meeting by a majority vote unless otherwise provided in these by-laws.
ARTICLE IX – BY-LAWS
Section 47 – By-laws may be made, replaced or amended by a majority of the members of the Chamber present at any general meeting, notice of such proposal having been given in writing by one member and seconded by another at a previous general meeting and duly entered by a Minute of the Chamber.
Section 48 – Such by-laws shall be binding on all members of the Chamber, its officers and all other persons lawfully under its control. They shall come into effect and be acted upon only when they have been approved by the membership.
ARTICLE X – AFFILIATION
Section 49 – The Chamber, at the discretion of the Board, shall have the power to affiliate with the Canadian Chamber of Commerce, the New Brunswick Chamber of Commerce, or any other organizations in which membership may be in the interest of the Chamber.
ARTICLE XI – FISCAL YEAR
Section 50 – The fiscal year of the Chamber shall commence on the 1st day of January in each year.
ARTICLE XII – ACCOUNTING REVIEW
Section 51– A neutral and impartial registered accountant shall be appointed by the Board and they shall review the books and accounts of the Chamber at least once in each year. A reviewed financial statement shall be presented by the Treasurer at each Annual General Meeting and at any other time required by the Board.
ARTICLE XIII – PROCEDURE
Section 52 – Parliamentary procedures shall be followed at all general and Board meetings in accordance with “Roberts Rules of Order.”
ARTICLE XIV – BY-LAW CHANGES
The Amendments to these by-laws were approved by the Board of Directors at their meeting on April 9, 2019 and confirmed by the members of the Florenceville-Bristol and District Chamber of Commerce at the annual general meeting held on May 14th, 2019.