Bylaws & Constitution

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 Board shall designate the usual place of meeting.

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, Secretary and Treasurer.

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. The voting power of such memberships shall be assigned to one (1) individual representing each such respective member.

An associate membership category will be offered to non-profit organizations/associations/societies and individuals wanting to join the Lake Country Chamber of Commerce. Associate membership shall include all the privileges of active membership.

SECTION 11

Those described in sections 9 and 10 shall be members of the Chamber when:

1. an application of membership and accompanying payment in full has been received by the board; and
2. the applicant has agreed to be governed by the Bylaws of the Chamber; and
3. the applicant has been approved by a majority of 2/3 of members of the Chamber of Commerce present at a members meeting.

SECTION 12

Membership shall continue 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 therefrom or to resign his membership may do so at any time upon giving to the Secretary ten (10) days’ notice in writing of such intention and upon discharging any lawful liability which is standing upon the books of the Chamber 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 his membership dues.

SECTION 15

Persons who have distinguished themselves by some meritorious or public service may be elected honorary members, subject to approval by a 2/3 majority vote the members present at a members meeting. Such recognition shall be for a term of one year and may be repeated. Honorary membership shall include all the privileges of active membership.

SECTION 16

The membership of any member may be terminated by 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. 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 – FEES AND ASSESSMENTS

SECTION 17

The Board of Directors shall present proposed changes to membership rates for the upcoming calendar year, to the membership for approval by a majority of members present at a meeting called for that purpose.

The Associate Membership category rate shall be set at 75% of the current membership fee. A second membership rate shall be set at 75% of the current base 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 date of initial application, with renewal on the same date of each subsequent year. Failure to pay within three (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 Board of Directors must be elected each year by a majority of the members present at the Annual Meeting. The officers of the Chamber shall be a President, Vice President, Secretary and Treasurer who together with eight (8) other members shall constitute a council which shall be called “the Board of Directors of the Lake Country Chamber of Commerce.”

SECTION 22

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 Meeting or the 1st quarterly meeting of members each year, the majority of members of the Chamber present shall elect in the manner prescribed in the Bylaws from among the members of the Chamber, members who shall form the Board of Directors. Directors shall be elected for a one-year term. Directors shall hold their office until others are elected in their place at the next Annual Members meeting, they are removed from office, or they vacate/resign from office.

From these twelve (12) members the offices of President, Vice President, Secretary, and Treasurer shall be elected by the Board and shall hold their office until others are elected in their stead, they have been removed, or they vacate/resign.

SECTION 23

Where an election does not take place or a failure to elect Directors occurs at the Annual General Meeting, the Board is not thereby dissolved, but the election may be held at any Quarterly Meeting of the Chamber called in the manner hereinafter provided, and the members of the Board in office shall remain members until the election is held.

SECTION 24

Where a Director of the Board dies, or resigns his office, or is absent from six (6) consecutive months of Board Meetings the Director’s term in office will automatically be terminated. This vacancy shall be filled via election of a member by a majority of the Board of Directors where a uorum in the Board of Directors is met. A new Director shall hold office until the next annual members’ meeting and Board election.

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 after the fiscal year.

SECTION 26

The Board shall have the general power of administration including:

1. Making or authorizing 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. Such powers as are assigned to it by any by-law of the Chamber provided, however, that such powers are consistent 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 or 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 member or have his/her office terminated for cause. The Board may terminate any committee.

SECTION 30

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

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 33

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 at 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 (2) designated members of the Board or by one (1) designated member of the Board and the Executive Director. 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 34

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 35

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 36

A General Meeting of the corporation may be called by the Board or a majority of the members of the Chamber. A notice published within the region of a circular letter signed by the Secretary and mailed to the last known address of each member shall constitute sufficient notice.

SECTION 37

The Board shall call meetings as necessary to carry on the business of the Chamber. Board meetings shall be open to all members of the Chamber of Commerce who may attend but not take part in proceedings. Meetings will take place at the Lake Country Chamber of Commerce office at least once per month. The board meeting date for the upcoming month will be assigned during the board meeting.

SECTION 38

Notice to all meetings, naming the time and place of the meeting, shall be given by the Secretary. A notice 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. 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 39

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 40

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 41

Every member in good standing represented at any general meeting shall be entitled to one (1) vote. The vote of an association, corporation, partnership or estate member shall, in each such case, be assigned to an individual representative. Voting at Board or general meetings shall normally be by show of hands.

SECTION 42

Each Director has the right to vote and votes are equal amongst them. If numbers of votes on a matter are equal, the Chair of the meeting has the deciding vote, in addition to their initial vote as a member.

SECTION 43

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

ARTICLE IX – BY-LAWS

SECTION 44

Bylaws may be made, repealed or amended by a majority of the members present at any general meeting called for that purpose. After member approval, by-law amendments must be sent to the Minister for approval.

SECTION 45

By-law amendments shall not be in force or acted upon until after approval by the Minister. Such by-laws shall be binding on all members of the Chamber, its Board and all other persons lawfully under its control.

ARTICLE X – AFFILIATION

SECTION 46

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 47

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

ARTICLE XII – ACCOUNTANT/AUDITOR

SECTION 48

An Accountant/Auditor shall be appointed by a majority of the members of the Chamber present at the Annual Meeting. The accountant/auditor will audit the Chamber books and records on a yearly basis. 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 49

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

ARTICLE XIV – COMMITTEES

SECTION 50

The appointment of committees is at the discretion of the Board and each Committee Chairman shall hold office until their successors have been named, they have been removed, or they vacate/resign. The Board may appoint any committee and its members from time to time. The duties and powers of such committees shall be set by the board. Remuneration and budget of any such committee shall be set by the board. Any committee may be disbanded by the board and any committee member may be removed
by the board.

ARTICLE XV – BORROWING

SECTION 51

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 without limiting the generality of the foregoing, by the issue of debentures.