Bylaws

ARTICLE I – NAME

SECTION 1

The name of this organization shall be the “Lake Country Chamber of Commerce.”

ARTICLE II – OBJECTIVES

SECTION 2

The object of The Lake Country Chamber of Commerce shall be to promote and improve trade and commerce and the economic, civic and social welfare of the region.

SECTION 3

The usual place of meeting shall be designated by the Board.

SECTION 4

The Lake Country Chamber of Commerce shall be non-sectional and non-sectarian and shall not lend its support to any candidate for public office.

ARTICLE III – INTERPRETATION

SECTION 5

Wherever the words “the Chamber” occur in these Bylaws, they shall be understood to mean “Lake Country Chamber of Commerce” as a body.

SECTION 6

Wherever the words “the Board of Directors” or “the Board” occur in these Bylaws, they shall be understood to mean “the Board of Directors of the Lake Country Chamber of Commerce.”

SECTION 7

Wherever the word “Region” occurs in these Bylaws, it shall mean that area within and for which the Board was established, namely, the District of Lake Country, British Columbia.

SECTION 8

Wherever the word “Officers’ occurs in these Bylaws, it shall mean the President, Vice President, and Secretary.

ARTICLE IV – MEMBERSHIP

SECTION 9

Any person, directly or indirectly, engaged or interested in trade, commerce or the economic and social welfare of the Region 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 economic and social welfare of the Region may become members of the Lake Country Chamber of Commerce but the voting power of such memberships shall, in such case be assigned to an individual or individuals, representing such respective member.

There will be an associate membership category at a rate of 75% of the current membership fee taking into regard any applicable pro-rating in effect at the time according to the rules of pro-rating set out in the Constitution and Bylaws of the Lake County Chamber of Commerce.  This associate rate would be offered to non-profit organizations/associations/societies and individuals wanting to join the Lake Country Chamber of Commerce.  An associate member would not be allowed voting privileges nor would an associate member be allowed to sit on the Board of Directors.  There will also be a second business membership rate.  This rate to be at 75% of current membership fee for a second business membership and 50% of current membership fee for a third or more business membership

SECTION 11

Those described in section 10 shall be members of the Chamber when:

1. an application for membership has been received by the board; and
2. the applicant has agreed to be governed by the Bylaws of the Chamber

SECTION 12

Membership shall continues from the time of admittance until a member has resigned, in accordance with the provisions of these Bylaws, or has been removed from the roll of the membership by action of the Board.

SECTION 13

Any member of the Chamber, who intends to retire there from, or to resign his membership, may do so at any time upon giving to the Secretary 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, at the time of notice.

SECTION 14

The Board may remove from the roll of the membership the name of any member who fails to pay annual dues within three months of the date they fall due.  Upon such action by the Board, all privileges of membership shall be forfeited.  A member so removed from the membership may be reinstated upon payment of its membership dues.

SECTION 15

Persons who have distinguished themselves by some meritorious or public service may be elected honorary members by a majority vote of the Directors.  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 from payment of annual dues.

SECTION 16

The membership of any member may be terminated by a two thirds (2/3) vote of those Directors present at any meeting of the Board, at which a quorum is present, provided that the Board first find by a like two thirds (2/3) vote that such membership, in its opinion, is prejudicial to the best interest of the Chamber, and providing that such member shall have an opportunity, upon written notice of thirty (30) days, to show cause why such membership should not be terminated, and should such member fail to show such cause, its membership shall terminate at the expiration of the said period of thirty (30) days.  Upon such termination, the dues paid for the current year shall be forfeited.

ARTICLE V – DUES AND ASSESSMENTS

SECTION 17

The Board of Directors shall have the power to fix membership rates for the upcoming calendar year at the last Board of Directors’ meeting held in the current calendar year, and that subsequent ratification by the members at a General Meeting is unnecessary.  Included will be a pro-rated membership fee structure based on the number of months left in the fiscal year at the time of the new member application.  Pro-rated fees are in effect only for new members joining the Chamber.

There will be an associate membership category at a rate of 75% of the current membership fee taking into regard any applicable pro-rating in effect at the time according to the rules of pro-rating set out in the Constitution and Bylaws of the Lake County Chamber of Commerce.  This associate rate would be offered to non-profit organizations/associations/societies and individuals wanting to join the Lake Country Chamber of Commerce.  An associate member would not be allowed voting privileges nor would an associate member be allowed to sit on the Board of Directors.

There will also be a second business membership rate, this rate to be at 75% of current membership fee for a second business membership and 50% of current membership fee for a third or more business membership.

SECTION 18

The initial payment of dues shall accompany the application for membership.

SECTION 19

Membership in the Chamber shall be on a calendar basis commencing on the 1st day of January of each year.  New memberships new membership may be prorated after the 1st day of July/September. Failure to pay within 3 months results in loss of membership.

SECTION 20

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 the general meeting of the Chamber.  The notice calling such a general meeting shall state the nature of the proposed assessment.

ARTICLE VI – OFFICERS AND BOARD

SECTION 21

The officers of the Chamber shall be a President, Vice President, Secretary and Treasurer who together with eight (8) other members including the immediate past President shall constitute a council which shall be called “the Board of Directors of the Lake Country Chamber of Commerce.”

SECTION 22

Bi-Annually, the Board shall appoint a Nominating Committee whose duty it will be to present to the Board a list of members who they consider eligible, willing and capable of carrying on the

business of the Board for the coming term.  The meeting will consider such list as duly nominated candidates for office, but any member can add to the list the name of any eligible and willing member by nominating said member from the floor at the time of the election.

All candidates must be members in good standing for at least three (3) months prior to the election.  At the annual general meeting, the members of the Chamber, present, or a majority of them, shall elect in the manner prescribed in the Bylaws from among the members of the Chamber, members who shall form the Board.  Directors shall be elected for two year terms.  From these eleven (11) members the offices of President, Vice President, Secretary, and Treasurer shall be appointed by the Board and shall hold their office until others are elected in their stead, at the end of the second year, as aforesaid or until they are removed from office, or vacate it under the Bylaws of the Chamber.

SECTION 23

Where an election does not take place at the Annual General Meeting, the Board is not thereby dissolved, but the election may be held at any general meeting of the Chamber called in the manner hereinafter provided, and the members of the e Board in office shall remain members until the election is held.

SECTION 24

Where a member of the Board dies, or resigns his office, or is absent from three (3) consecutive meetings of the Board, the Board may, at its discretion and at any meeting thereof, appoint from within the membership of the Chamber a person to fill the vacancy created, it being understood that the term of office will terminate at the conclusion of the fiscal year.

SECTION 25

The Board may suspend any Director from office, or have their tenure of office terminated, for cause or gross negligence in the performance of duties.  The Director suspended or terminated shall have the right to appeal the decision at the conclusion of the fiscal year.

SECTION 26

The Board shall have the general power of administration including:

1. it may make or authorize petitions or representations to the Government of Parliament of Canada, the Government of Legislature of British Columbia, or others, as it may determine or as may be required by vote of a majority of members present at any general meeting.
2. 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.
3. The power to employ a Manager of the Chamber and fix his/her remuneration.

SECTION 27

Any five (5) or more members of the Board, lawfully met, shall be a quorum a majority of such quorum may do all things within the powers of the Board.

SECTION 28

The Board shall frame such Bylaws, 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.  The Board of the President, may appoint committees, or designate members of the Board, or of the Chamber or others, to examine, consider and report to the Board any matter, or take such action as the Board may require.

SECTION 29

The Board may suspend any Committee Chairman, or have his/her office terminated, for cause.  Any committee may be terminated by the Board.

SECTION 30

Save as provided in item 26 (C), 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 the officers’ reasonable expense money.

SECTION 31

The President and Vice-President, before taking office, shall take and subscribe before the Mayor or before any Justice of the Peace, an oath in the following form:

“I swear that I will faithfully and truly perform my duty as President/Vice-President of the Lake Country Chamber of Commerce, and that I will, in all matters connected with the discharge of such duty do all things, and such things only, as I shall truly and conscientiously believe to be adapted to promote the objects for which the said Chamber was constituted according to the true intent and meaning of the same.  So help me God.”

SECTION 32

The meetings of the Board shall be opened to all members of the Chamber, who may attend, but not take part in any of the proceedings.

SECTION 33

No public announcement 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.

SECTION 34

1. The President shall preside at all meetings of the Chamber.  He/she shall regulate the order of business at such meetings, receive and put lawful motion, and communicate to the meeting what he/she thinks may concern the Chamber.
2. The President shall with the Secretary, sign all papers and documents requiring signature on behalf of the Chamber, unless someone else is designated by the Board. It shall be the duty of the President to present a general report of the activities of the Chamber during the year.
3. The Vice-President shall act in the absence of the President and in the absence of both officers; the meeting shall appoint a Chairman to act temporarily.
4. 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 or Credit Union, selected by the Board.  Out of such funds, he/she shall pay amounts approved by the Board and shall keep a regular account of the income and expenditures of the Chamber and shall submit financial statements prepared in accordance with generally accepted accounting principles thereof for presentation to the Annual General meeting, and at any other time required by the Board.  He/she shall make such investment of the funds of the Chamber as the Board may direct.  All notes, drafts and cheques shall be signed by two designated members of the Board or by one designated member of the Board and the Manager.
5. The Secretary shall be responsible to the Board for the general control and management of business and affairs. He/she shall be responsible for keeping the books of the Chamber, conducting its correspondence, retaining copies of all office letters, preserving all official documents, and shall perform as properly appertain to his/her office.  He/she shall, with the President, sign and when necessary, seal with the seal of the Chamber, of which he/she shall have custody, all papers and documents requiring signature or execution on its behalf.  He/she shall maintain an accurate record of proceedings of the Chamber and of the Board.  At the expiration of his/her term, the Secretary shall deliver to the Chamber all books, papers and other property of the Chamber.  If authorized by the Board, the Secretary may delegate all or any part of his/her duties to the Manager.

ARTICLE VII – MEETINGS

SECTION 35

The Annual Meeting of the Chamber shall be held in the month of May in each year at the time and place determined by the Board.  At least two weeks’ notice of the Annual Meeting shall be given.

SECTION 36

Regular General meetings of the Chamber shall be held quarterly, at a time and place designated by the Board.  At least one (1) week’s notice of such meetings shall be given.

SECTION 37

Special General Meetings of the Chamber may be held at any time when summoned by the President, or requested in writing by any three (3) members of the Board, or any ten (10) members of the Chamber.  At least one (1) day’s notice of such meetings shall be given.

SECTION 38

The Board shall meet from time to time (at least once a month) as may be necessary to carry on the business of the Chamber.

SECTION 39

Notice to all meetings, naming the time and place of the meeting, shall be given by the Secretary.  A notice inserted in one or more newspapers published within the Region or a circular letter signed by the Secretary and mailed to the last known address of each member, shall constitute sufficient notice.  At any Annual or General meeting fifteen (15) members shall be 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 all proceedings of all General and Board Meetings shall be kept for that purpose by the Secretary.  The entry of such minutes shall be signed by the person who presides at the meeting at which they are adopted.

SECTION 41

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 42

Every member in good standing represented at any general meeting shall be entitled to one (1) vote providing that the vote of an association, corporation, partnership or an estate member shall, in each such case, be assigned to the individuals.  Each member shall be entitled to one (1) voting delegate.  Voting at Board or general meetings shall normally be by show of hands.

SECTION 43

The presiding officer shall vote only in the case of a tie.  Upon an appeal being made from a decision of the presiding office, the vote of the majority shall decide.

SECTION 44

Motions or amendments shall be carried at any Board of General meeting by a majority vote, unless otherwise provided in these Bylaws.

SECTION 45

Proxy votes – members may be represented at any Annual or special General Meeting by a representative or another member.  However, no delegate at any meeting shall hold more than one (1) proxy vote.

ARTICLE IX – BY-LAWS

SECTION 46

Bylaws may be made, repealed 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 as a Minute of the Chamber.

SECTION 47

Such Bylaws shall be binding on all members of the Chamber, its Board and all other persons lawfully under its control. They shall come into force and be acted on only when they have been approved by the Minister of Consumer and Corporate Affairs.

ARTICLE X – AFFILIATION

SECTION 48

The Chamber at the discretion of the Board shall have power to affiliate with the Canadian Chamber of Commerce, the British Columbia Chamber of Commerce, and any other organizations in which membership may be in the interests of the Chamber.

ARTICLE XI – FISCAL YEAR

SECTION 49

The fiscal year of the Chamber shall commence on the 1st day of January of each year.

ARTICLE XII – ACCOUNTANTS

SECTION 50

An Accountant shall be appointed by the members present at the Annual General Meeting unless waived by a special resolution, and they shall review the books and accounts of the Chamber at least once a year.  A financial statement shall be presented by the treasurer at each Annual Meeting and at any other time required by the Board.

ARTICLE XIII – PROCEDURE

SECTION 51

Parliamentary procedure shall be followed at all general meetings and Board meetings in accordance with “Roberts Rules of Order”.

ARTICLE XIV – COMMITTEES

SECTION 52

The appointment of committees is at the discretion of the Board and members shall hold office until their successors have been named.

ARTICLE XV – BORROWING

SECTION 53

In order to carry out the purposes of the Chamber the directors may, on behalf of and in the name of the Chamber raise or secure the payment or repayment of money in such manner as they decide and in particular without limiting the generality of the foregoing, by the issue of debentures.

Resolutions Carried to Amend

LAKE COUNTRY CHAMBER OF COMMERCE
BYLAWS & CONSTITUTION

Subject to the approval by the Minister of Consumer and Corporate Affairs, RESOLVED, that, the  By-Laws of the Lake Country Chamber of Commerce, be made, repealed or amended pursuant to Article IX, Section 46 of the By-Laws, in the following manner:

The following resolutions of members were passed by the Lake Country Chamber of Commerce referred to below on the date stated

Date resolution passed: May 29, 2003

1. Article IV, Section 19, be amended by deleting the date “1st day of July” in the second line thereof and substitute the date “1st day of September”
   
   OR
   
   By deleting the second sentence thereof
   
   OR
   
   by deleting the second sentence thereof and substituting “new membership may be prorated after the 1st day of July/September”.
2. Article VI, Section 22 be amended by deleting the words “6 (six) months” from the first sentence, second paragraph thereof and substituting the words “3 (three) months”.
3. Article VI, Section 34 be amended by deleting the last sentence thereof and by adding a paragraph numbered “d”. as follows:
   
   All notes, drafts and cheques shall be signed by two designated members of the Board or by one designated member of the Board and the Manager.
4. Article VI, Section 35 be amended by deleting the word “may” from the first sentence and substituting the word”                      “.
5. Article VI, Section 38 be amended by deleting the misspelled word “lease” and substituting the word “least”.

 

LAKE COUNTRY CHAMBER OF COMMERCE
Annual general meeting – 23rd day of May 2006

Resolution to amend Constitution and By Laws:

1: FIXED MEMBERSHIP RATES

MOTION

That section 17 of the Lake Country Chamber of Commerce’s Constitution and Bylaws be amended to allow the Board of Directors to fix membership rates for the upcoming calendar year at the last Board of Directors’ meeting held in the current calendar year, and that subsequent ratification by the members at a General Meeting is unnecessary

2: PRO RATED MEMBERSHIP FEE STRUCTURE

MOTION

That Section 17 of the Lake Country Chamber of Commerce’s Constitution and Bylaws be amended to include a pro-rated membership fee structure based on the number of months left in the fiscal year at the time of new member application. Pro-rated fees are in effect only for new members joining the Chamber.

3: ASSOCIATE MEMBERSHIP CATEGORY & FEE STRUCTURE

MOTION

That Sections 10 and 17 of the Lake Country Chamber of Commerce’s Constitution and Bylaws be amended to include an associate membership category at a rate of 75% of the current membership fee taking into regard any applicable pro-rating in effect at the time according to the rules of pro-rating set out in the Constitution and Bylaws of the Lake Country Chamber of Commerce.  This associate rate would be offered to non-profit organizations/associations/societies and individuals wanting to join the Lake Country Chamber of Commerce.  An associate member would not be allowed voting privileges nor would an associate member be allowed to sit on the Board of Directors.

4: SECOND BUSINESS MEMBERSHIP RATE

MOTION

That Sections 10 and 17 of the Lake Country Chamber of Commerce’s Constitution and Bylaws be amended to include a second business membership rate.  This rate to be set at 75% of current membership fee for a second business membership and 50% of current membership fee for a third or more business membership.

The following resolutions of members were passed by the Lake Country Chamber of Commerce referred to below on the date stated:

LAKE COUNTRY CHAMBER OF COMMERCE
Annual general meeting – 1st day of May 2008

1: OFFICERS AND BOARD

MOTION

That section 21 of the Lake Country Chamber of Commerce’s Constitution and Bylaws be altered to provide a position on the Board for the past President and would read as follows:

The officers of the Chamber shall be a President, Vice President, Secretary and Treasurer who together with eight (8) other members including the immediate past President shall constitute a council which shall be called “the Board of Directors of the Lake Country Chamber of Commerce.”