BY-LAW NO. 1
A by-law relating generally to the transaction of the business and affairs of the Greater Fort Erie Chamber of Commerce (the Chamber).
CONTENTS OF ARTICLES
ARTICLE ONE – INTERPRETATION
1.1 Definitions and interpretations. In this by-law of the Chamber, unless the context otherwise requires:
(a) “Act” means the Boards of Trade Act, R.S.C. 1985, chapter B-6, and any Act that may be substituted for it, as amended from time to time;
(b) “Board” means the Board of directors of the Chamber;
(c) “By-laws” means this by-law and all other by-laws of the chamber in effect from time to time;
(d) “Meeting of the members” means a general meeting of members, whether quarterly, annual or special;
(e) “Member” or “member” means a member or members, whether regular, associate or honorary, of the chamber ;
(f) “Member in good standing” means a member who does not owe any money to the chamber more than thirty days after such money became due for payment;
(g) “Person” means an individual, corporation, partnership, trust or unincorporated organization;
(h) Words importing the singular number include the plural and vice versa, and words importing any gender include all other genders.
ARTICLE TWO – OBJECTIVES OF THE CHAMBER
2.1 Objectives. The objectives of the Chamber shall be to promote and enhance trade and commerce and the economic, civic and social progress of Greater Fort Erie.
2.2 No partisan politics. The Chamber shall not lend its support to any one political party or to any one political candidate at any level of government or for any public office what so ever.
ARTICLE THREE – BUSINESS
3.1 Financial Year. Until otherwise ordered by the Board, the financial year of the Chamber shall end on the last day of December in each year.
3.2 Execution of the instruments. Deeds, transfers. Any two directors of the Chamber may sign assignments, contracts, obligations, certificates and other instruments on behalf of the Chamber. In addition, the board may from, time to time, direct the manner in which and the person or persons by whom any particular instruments or class of the instruments may or shall be signed. Any person authorized to sign at instruments on behalf of the Chamber may affix the corporate seal to it.
3.3 Banking arrangements. The banking business of the Chamber shall be transacted with such banks, trust companies or other firms or corporation as may from time to time be designed by or under the authority of the Board. Banking business or any part of it shall be transacted under such agreements, instructions and delegations of powers as the Board may prescribe or authorize.
3.4 Holding and dealing with property. For the better pursuit of this objective, the Chamber shall have the authority to acquire, purchase, hold, sell, transfer, lease, mortgage, charge and otherwise deal with real and personal property of all kinds, but no real property of the Chamber, other than a lease hold interest in land, shall be disposed of, mortgaged or encumbered without the approval of the members, signified by resolution passed at a duly constituted meeting of the members.
3.5 Voting rights in other entities. The proper signing officers of the Chamber may execute and deliver instruments of proxy and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any shares or other securities or memberships held by the Chamber. These instruments, certificates or as may be determined by the officers signing them or arranging for their signing, in addition, the Board may direct the manner in which or the persons by whom any particular voting rights or class of voting rights may or shall be exercised.
3.6 Inspection of Records. All minutes of proceedings of the directors, committees and members of the Chamber, except for minutes of closed sessions and all financial records of the Chamber, shall be open at all reasonable hours to inspection by any members of the Chamber free of charge.
ARTICLE FOUR – DIRECTORS
4.1 Role of Board. Subject to the Act and to the by-laws, the affairs and property of the Chamber shall be managed by the Board of directors, which shall constitute the council of the Chamber for the purposes of the Act. Subject to the Act and the By-laws, the Board shall have the power to make policy for the Chamber and to authorize, appoint and send petitions, representations and delegations on behalf of the Chamber. Not withstanding the forgoing. The Board may refer any questions to the meeting of the members, in which case the members shall determine such questions.
4.2 Number and quorum. Until changed by resolution of the members, the number of directors shall be up to sixteen, comprising the President, the Vice President, the Secretary, the Treasurer, the immediate past President unless that person is unavailable to serve, and as many additional directors as are required to a maximum of sixteen directors. Any five directors shall constitute a quorum for the transaction of business. Despite vacancies the remaining directors may act if they constitute a quorum.
4.3 Qualifications. No person shall be qualified as a director unless he or she is eighteen or more years of age and is at that time of his or her election, and remains throughout his or her term of office, a member of the Chamber or an employee of a member organization of the Chamber and has been a member in good standing for a minimum of 1 year. No paid employee of the Chamber shall be a director of the Chamber.
4.4 Election and term. The whole Board, except for the past President, shall be elected at each annual meeting of members to hold office until the next annual meeting but if a new board is not elected at such meeting the directors then in office shall continue in office until the successors are elected. Retiring directors shall be eligible for re-election. The election may be by a show of hands or by resolution of the members unless a ballot demanded by any member.
4.5 Oath of office. Prior to entering on the duties of his or her office, each officer and each director shall take and subscribe before the Mayor of the Town of Fort Erie, or before a justice of the peace, the following oath;
I swear (or affirm) that I will faithfully and truly perform my duty as director of the Greater Fort Erie Chamber of Commerce, and that I will, all matters connected with the discharge of that duty, do all things, and only such things, as I truly and conscientiously believe to be adapted to promote the objects for which the Greater Fort Erie Chamber of Commerce was constituted, according to the true intent and meaning of the same. So help me God (or: I do so affirm).
4.6 Term limits for Directors. No director shall serve more than five consecutive terms on the Board, except as may be necessary by virtue of that director’s being elected President for or at the conclusion of his or her fifth consecutive term as a director, in which case he or she shall be eligible to continue to serve as a director as long as he or she is President or Past President.
4.7 Removal of Directors. The members may remove any director before expiration of his or her term of office and may likewise elect any person in his stead for the remainder of his or her term.
4.8 Vacation of office. The office of a director shall be vacated upon the occurrence of any of the following events;
(a) if he personally becomes a bankrupt;
(b) if an order is made declaring him or her to be mentally incompetent or incapable of managing his or her own affairs;
(c) if he or she ceases to be a member or an employee or owner of an entity member;
(d) if he or she is removed from office by resolution of the members as provided in section 4.7;
(e) if by notice in writing to the Chamber he or she resigns the office (such resignation shall become effective in accordance with its terms); or
(f) if upon his or her failing to attend any three consecutive regular Board meetings or any five regular Board meetings within the twelve months following his or her most recent election to the position of director, the Board passes a resolution deeming him or her to have resigned from the Board.
4.9 Vacancies. Vacancies on the Board occurring between elections shall be filled for the remainder of the Board’s term of office by the board in a constituted quorum or otherwise by the members at a meeting called for this sole purpose.
4.10 Acts of Directors. The validity of any acts of a director shall not be affected by the subsequent discovery of any defect in his or her election or qualification.
4.11 Calling, place and notice of Board meetings.
(a) Meetings of the Board shall be convened by the Secretary at the instance of the President or the Vice-President or on the request of any two directors,
(b) Meetings of the Board shall be held at such places as the Board may from time to time determine, but the Board shall not meet outside the Town of Fort Erie more than once in any year unless the members, by a majority of those voting, resolve otherwise,
(c) Notice of the time and place of every meeting so called shall be given to each director by delivery, telephoned or transmitted by telegraph, telex, facsimile transmission, electronic mail or other means of electronic communications or telecommunications not less than one business day before the meeting, or by mail not less than two post office business days before the meeting it is to take place. A declaration by the Chairman of the Board meeting in the minutes there of, for the statutory declaration of the Chairman of the meeting or of the Secretary shall be sufficient and conclusive evidence of giving of such notice.
(d) No notice of a meeting shall be necessary if all the directors are present or if those absent waive notice of or otherwise signify their consent to such meeting being held, or if the meeting is the continuation of an adjourned meeting notice of which was properly given in the first instance.
(e) The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any person, shall not invalidate any resolution passed or any proceeding take such meeting.
4.12 Regular meetings. The Board shall meet at least once in each month, but may, on its discretion, determine not to meet in any one or more of the months of July, August and December. The Board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution or minutes of the Board fixing the place and time of regular meetings of the Board shall be sent to each director forth with after such resolution is passed, but no other notice shall be required for any such regular meeting.
4.13 First meeting of a new Board. If a quorum of the Board is present, each newly elected Board may without notice hold its first meeting immediately following the meeting of members at which such Board is elected.
4.14 Chairman. The President or, in his or her absence, the Vice-President shall be chairman of any meeting of directors. If neither the President nor the Vice-President is present, the directors present shall choose one of their numbers to be chairman.
4.15 Votes to be governed/voting procedures. At all meetings of the Board, every question shall be decided by a majority of the votes cast. All votes shall be by show of hands unless a registered vote is demanded. A registered vote shall be taken if demanded by any director or directed by the Chairman of the meeting. The chairman of the meeting shall not vote, except that in the case of and equality of votes the chairman of the meeting shall be entitled to a deciding vote.
4.16 Declaration of interest. It shall be the duty of every director of the Chamber who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or proposed arrangement with the Chamber promptly declare such interest to the Board, and refrain from voting on the matter.
4.17 Opening meetings/special provision for closed sessions. The meeting of the Board shall be open to all members of the Chamber, who may attend those meetings but not take part in any proceedings at them, but shall not be open to any other persons, except as, when and to such extent as the chairman of the meeting or the Board may permit. Not withstanding the foregoing, the Board may by resolution meet in closed session, excluding all persons other than directors and such other persons as the Board may determine, in order to discuss and vote on personal matters, legal matters, and, where the Board deems it advisable for the good of the Chamber, matters of negotiation between the Chamber and others. The discussion at the minutes of closed sessions of the Board shall be kept strictly confidential by all directors, except as otherwise expressly determined by the Board at the duly called meeting there of or by a court of competent jurisdiction.
4.18 Minutes of meetings. The minutes of the proceedings of the Board shall be signed by the President or Vice-President or by the person who presided at the meeting at which such minutes were taken, and once so signed, such minutes shall be prima facie proof of the proceedings recorded there in.
4.19 Rules of Order. Robert’s Rules of Order, except when those rules are inconsistent with the Act or the by-laws, shall govern all questions of voting and other procedures at Board meetings.
4.20 Remuneration. The directors shall serve as such without remuneration, and no director shall profit directly or indirectly from his or her position as such, but the Board may authorize payment of directs’ reasonable expenses incurred on business of the Chamber.
ARTICLE FIVE – COMMITTEES
5.1 Executive Committee. The Board may elect from its number an executive committee consisting of not fewer than five, which committee shall include the President, the Vice President, the Secretary, the Treasurer and Past President if he or she is a director, and such committee shall have power to fix its quorum at not fewer than a majority 0of its members and may exercise all the powers of the Board, subject to any regulations imposed by the Board.
5.2 Nominating Committee. The Board shall appoint from among its number a nominating committee of at least three directors who shall recruit and present to the members of the Chamber candidates for the positions of officers and directors.
5.3 Other committees. The Board may by resolution create one or more other committees, which may but not need include members of the Board. Unless otherwise provided in a resolution establishing or electing a particular committee, the President shall be a member ex officio of all committees. Other committees created by the Board shall be given written terms of reference by the Board.
ARTICLE SIX – OFFICERS
6.1 Officers. The officers of the Chamber shall be the President, Vice President, Secretary and Treasurer, all of whom shall be elected annually by the directors from the previous year’s board and the immediate Past President, who shall hold office by virtue of having been the President the preceding year. No person shall hold more than one elective office any one time, except that the same persona may hold the offices of Secretary and Treasurer at the same time. Elective offices are for a maximum two year period. An optional third year term extension to individual executive roles (President, Vice President, Treasurer, Secretary) is available for reasons of strategic succession planning.
6.2 Vacancies Among Officers. Should any vacancy arise between annual elections in any office other than that of the Past President, the Board shall elect a member to fulfill the balance of the term of the departed officer. Any qualified officer may stand for election to the vacant office on the condition that, if elected to such office, he or she will immediately resign his or her former office.
6.3 President. No one shall hold the office of President without first having served at least one full year as a member of the Board in the two years immediately preceding his or her election as President. The President shall act as chairman of all meetings of the Board and all meetings of the members of the Chamber, and shall report on the actions of the Board and the affairs of the Chamber at each annual general meeting. He or she shall be a member ex officio of any committee of the Board of the Chamber to which he or she is not otherwise appointed or elected. The President shall be the chief executive officer of, and shall have the general management and direction of, the Chamber, subject to the authority of the Board. The President shall also have such other powers and responsibilities as may be given or assigned by the by-laws or the Board from time to time.
6.4 Vice President. During the absence or disability of the President, his or her duties and powers shall be performed and exercised by the Vice President.
6.5 Secretary. The Secretary shall attend and be the secretary of all meetings of members and the Board and shall enter or cause to be entered in books kept for that purpose minutes of all proceedings thereat. He or she shall give or cause to be given, as and when instructed, all notices to members and directors. The Secretary shall be the custodian of the seal of the Chamber and of all books, papers, records, documents and other instruments belonging to the Chamber except when some other officer or agent has been appointed for that purpose.
6.6 Treasurer. The Treasurer shall keep full and accurate books of account in which shall be recorded all receipts and disbursements of the Chamber and, under the direction of the Board, shall control the deposit of money, the safekeeping of securities and the disbursement of the funds of the Chamber. He or she shall render to the Board or to the members whenever required an account of all his or her transactions as Treasurer and of the financial position of the Chamber.
6.7 Other sections applicable to officers. Sections 4.7, 4.8, 4.10, 4.16 and 4.20 of this bylaw apply as well to officers of the Chamber.
6.8 Agents and Attorneys. The Board shall have power from time to time to appoint agents or attorneys for the Chamber in or out of Canada with such powers to management or otherwise (including the power to sub delegate) as may be thought fit.
6.9 Fidelity bonds. The Board may require such officers, employees and agents of the Chamber as the Board deems advisable to furnish bonds for the faithful discharge of their duties, in such form and with such surety as the Board may from time to time prescribe.
ARTICLE SEVEN – PROTECTION OF DIRECTORS AND OFFICERS
7.1 Limitation of Liability. No director or officer of the Chamber shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or act for conformity, or for any loss, damage or expense happening to the Chamber through insufficiency or deficiency of any security in or upon which any of the monies of the Chamber shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom the monies, securities or effects of the Chamber shall be deposited, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his or her office or in relation thereto unless the same are occasioned by his or her own willful neglect or default.
7.2 Indemnity. Every director and officer of the Chamber and his or her heirs, executors and administrators and estate effects, respectively, shall at all times be indemnified and saved harmless out of the funds of the Chamber from and against:
(a) All costs, charges and expenses whatsoever that such director or officer sustains or incurs in or about any actions, suit or proceeding that is brought, commenced or prosecuted against him or her for in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her in or about the execution of the duties of his or her office and
(b) All other costs, charges and 3xpenses that he or she sustains or incurs in or about or in relation to the affairs of the Chamber, except such costs, charges or expenses as are occasioned by his or her own willful neglect or default.
7.3 Directors’ and officers’ insurance. The Chamber shall maintain such insurance in such amount from time to time as the Board in its sole discretion deems appropriate for the protection and indemnification of the directors and the officers.
7.4 Validity of actions. No act or proceeding of any director of Board of directors shall be deemed invalid or ineffective by reason of the subsequent ascertainment of any irregularity in regard to such act or proceeding or the qualification of such director or Board of directors.
7.5 Directors’ and officers’ reliance. Directors and officers may rely upon the accuracy of any statement or report prepared by the Chamber’s auditors and shall not be responsible or held liable for any loss or damage resulting from acting upon such statement or report.
ARTICLE EIGHT – MEMBERS
8.1 Classes of members. There shall be three categories of membership in the Chamber, as follows:
(a) Regular membership shall be open to persons carrying on any retail, commercial industrial or other business.
(b) Associate membership shall be open to non-profit organizations, incorporated and unincorporated, and to individuals who do not carry on business. Associate members shall be entitled to vote at meetings of the members.
(c) Honourary membership may be conferred on individuals only, for service that merits the Chamber’s highest recognition. Honourary members shall be exempt from payment of membership dues, shall have no vote, and, except as otherwise provided by resolution of the Board, shall not be eligible to hold any office.
8.2 Applications for membership. Persons desiring to become regular or associate members shall deliver their written applications, on such forms and containing such information as the Board may require from time to time, to the Secretary, together with payment of the applicable membership dues for a full year.
8.3 Board to consider and recommend. The Board shall consider each application for regular or associate membership at the first or second regular Board meeting following receipt of the completed application and applicable dues, and shall by resolution make such recommendations as it considers appropriate concerning the granting or denial of membership in the Chamber. The Secretary shall promptly and in writing notify each applicant of the Board’s recommendations concerning the application. If the Board does not recommend the granting of membership, such notification shall advise the applicant (and the application shall be dealt with accordingly) that if the applicant so requests in writing, the application will be put to a vote of the membership of the Chamber notwithstanding the Board’s position, and that unless such written request is received by the Chamber at its office within 21 days, the application for membership will be deemed to have been withdrawn and the dues paid will be refunded in full.
8.4 Effect of favourable recommendation by Board. If the Board recommends the granting of membership to an applicant, the applicant shall, pending the disposition of the application by the members, be accorded the privilege of participating in Chamber events and programs at the rates applicable to regular members or associate members as the case may be, and of receiving mailings and notices from, and to participate in discussions at general meetings of, the Chamber, unless and except to the extent that the Board orders otherwise, but in no event shall such an applicant be entitled to vote pending the disposition of its application and in no event shall the omission to actually extend such privileges or any of them to anyone or more such applicants invalidate any program or meeting or give anyone any rights against the Chamber of any director, officer or employee of the Chamber.
8.5 Members to vote on admission of new members. Unless withdrawn or deemed withdrawn, the applicant’s application shall be considered by the members at the next general meeting occurring after the Board recommends the granting of membership or the Chamber receives the applicant’s written request that the application be put before the members notwithstanding the Board’s decision not to recommend the granting of membership. The granting of regular or associate membership to any applicant shall require a two-thirds majority vote of the members voting on the question. [Acts.20 (3)]
8.6 Notification of admission. The Secretary shall promptly inform each new member of his or her admission as a member.
8.7 Term of membership. The interest of a member in the Chamber is not transferable and ceases to exist in the case of an individual upon death, in the case of a member other than an individual upon its amalgamation or merger with any other entity or upon its dissolution, and in wither case when the member ceases to be a member by resignation or otherwise in accordance with the by-laws of the Chamber.
8.8 Honourary Membership. The members may confer Honourary membership upon any individual for meritorious service that merits the Chamber’s highest recognition. In order to be considered for Honourary membership, the candidate shall first be nominated by (i) a majority of the directors voting on the nomination at any meeting of the Board, or (ii) written instrument signed by at least ten members in good standing of the Chamber and delivered to the Secretary of the Chamber at the chamber Office, and in either case notice of the nomination and vote, identifying the person nominated, shall be given in the notice of the general meeting at which his or her Honourary membership is to be voted on. The election of a Honourary member shall require a two-thirds majority vote of members voting on the question at such meeting. Honourary members shall be exempt from the payment of dues, but shall, unless the members by a simple majority of those voting on the question resolve otherwise, be entitled to hold any office and to vote.
8.9 Resignation. Any member who intends to retire there from or to resign his membership may do so at any time on giving to the Secretary ten days notice in writing of his or her intention, and on discharging any lawful liability that is standing on the books of the Chamber against him or her at the time of the notice. [Act, s.21]
8.10 Deemed Resignation. Any member who fails to pay membership dues or any other amount owing to the Chamber within three months of the due date thereof shall, unless the Board orders otherwise, be deemed to have resigned from membership in the Chamber.
8.11 Removal by Board. Upon thirty days’ notice in writing to a member, the Board may pass a resolution removing such member from the register of members of the Chamber and thereupon such person shall cease to be a member. Any such person may reapply for membership in the Chamber.
8.12 Former member to remain liable, etc. The actual or deemed resignation or removal of a member shall not relieve such member from liability to the Chamber form amounts due and liabilities incurred prior to the resignation or expulsion of he member.
ARTICLE NINE – MEETINGS OF MEMBERS
9.1 Quarterly meetings. The members of the Chamber shall hold general quarterly meetings in each year on such dates and at such times as the Board or such committee or directors as may be authorized by the Board to do so shall determine.
9.2 Annual meeting. The first general quarterly meeting of the members in each year shall serve as the annual meeting for the year most recently completed. Such meeting shall be held at such time and on such day in March or April of each year as the Board may from time to time determine, for the purposes of doing all things that the Act or the by-laws require to be done at first quarterly meeting, including the election of directors and officers, for the purpose of receiving and approving the financial statements of the Chamber for the financial year most recently completed and the report of the Treasurer or the auditor of the Chamber thereon, and for the transaction of such other business as may properly be brought before the meeting.
9.3 Special Meetings. The Board or the President shall have the power to call a special meeting of members at any time.
9.4 Place of meetings. Each meeting of members shall be held at such place in the Town of Fort Erie as the Board or such committee or directors as may be authorized by the Board to do so shall determine.
9.5 Notice of meetings.
(a) General meetings. Notice of the time and place of each general meeting of members shall be given by the Secretary at least three days prior to the meeting, through one newspaper or otherwise, as is thought necessary by the Board. [Act, s.17 (2)]
(b) Special meetings. Notice of any special meeting shall be given by means of a notice inserted in one or more newspapers published or having general circulation within the Town of Fort Erie, at least one day prior to the meeting, or by a circular letter to each member, signed by the Secretary (by original signature or a reproduction thereof), and mailed at least one day prior to the meeting. [J1.ct f s. 18(b)]
9.6 Chairman, secretary and scrutineers. The President, or in his or her absence, the Vice President or, if both are absent, a director who is chosen by the members for the occasion, shall be chairman of any meeting of members. If the Secretary is absent, the chairman shall appoint some person, who need not be a member, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be members, may be appointed by a resolution or by the chairman with the consent of the meeting.
9.7 Persons entitled to be present. The only persons entitled to attend a meeting of members shall be:
(a) Members of the Chamber.
(b) Proxies, employees, members and owners of members of he Chamber.
(c) The auditor, if any, of the Chamber.
(d) Others who, although not entitled to vote, are entitled or required under any provision of the Act or the by-laws to be present at the meeting.
Any other person may be admitted only on the invitation of the Board or of the chairman of the meeting or with the consent of the meeting. Notwithstanding the foregoing, the Board, by resolution from time to time pass resolutions limiting or authorizing the Chairman of any meeting to limit the number of individuals who may be admitted to any meeting of members on behalf of each member.
9.8 Quorum. A quorum for the transaction of business at any meeting of members shall be ten persons present in person and each entitled to vote thereat.
9.9 Right to vote. At any meeting of members every person shall be entitled to vote who is at the time of the meeting a member in good standing, unless and except to the extent that the by-laws of he Chamber provide otherwise. A member that is not an individual shall vote through one and only one individual on any question, such individual to be a duly appointed proxy or to be authorized by to vote on behalf of he member by such other means as the Chairman of the meeting may accept.
9.10 Proxies. At any meeting of members a proxy duly and sufficiently appointed by a member shall be entitled to exercise, subject to any restrictions expressed in the instrument appointing him or her, the same voting rights that the member appointing him would be entitled to exercise if present at the meeting. A proxy need not be a member. An instrument appointing a proxy shall be in writing and, if the appointer is a corporation, need not be under its corporate seal. An instrument appointing a proxy shall be acted on only if, prior to the time of voting, it is deposited with the Secretary of the Chamber or of the meeting or as may be directed in the notice calling the meeting. An instrument appointing a proxy may, by its terms be effective for one more meetings or for all meetings until withdrawn or replaced by written instrument. The Board may pass resolutions governing the form and content of instruments appointing proxies.
9.11 Votes to govern. At any meeting every question shall, unless otherwise required by the Act or the by-laws, be determined by the majority of the votes duly cast on the question.
9.12 Voting procedures. Except where the contrary is provided in this or any other by-law of the Chamber, any question at a meeting of members shall be decided by a show of hands or, at the discretion of the Chairman of the meeting, a standing vote, unless, after a show of hands or standing vote, a poll thereon is required or demanded as hereinafter provided. Upon a show of hands every member who is present and entitled to vote shall have one vote. Whenever a vote by show of hands or standing vote shall have been taken upon a question, unless a poll thereon is so required or demanded, a declaration by the Chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to9 that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the members upon the said question.
9.13 Polls. After a show of hands has been taken on any question, the Chairman may require or any five persons entitled to vote on the question may demand a poll or ballot thereon. A poll or ballot so required or demanded shall be taken in such manner, as the chairman shall direct. A demand for a poll or ballot may be withdrawn at any time prior to the taking of the poll or ballot. Upon a poll or ballot each member present in person or represented by proxy and entitled to vote shall have one vote and the result of the poll or ballot shall be the decision of the members upon the said question.
9.14 Casting vote. The chairman of the meeting shall not vote, except that in the case of an equality of votes the chairman of the meeting shall be entitled to a deciding vote.
9.15 Adjournment. The chairman at a meeting of members may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to palace, and no notice of the time and place of the resumption of such meeting need be given.
9.16 Minutes of Meetings/Robert’s Rules of Order. Sections 4.18 (minutes of meetings) and 4.19 (Robert’s Rules of Order) apply as well to proceedings of the members.
9.17 Survey of Members. The Board for its own guidance may seek the opinions of the members on any question by way of a survey of members to be conducted in such manner as the Board shall determine, but any resulting decision shall be that of the Board and not that of the members.
ARTICLE TEN – DUES, ASSESSMENTS AND OTHER CHARGES
10.1 Membership dues. Membership fees shall be in such amounts and shall be payable annually in such manner and proportion, at such times, as the Board shall determine. Without limiting the generality of the foregoing, the Board may set different fees for different categories of membership and for members of different sizes, whether measured by numbers of employees, revenues or such other criteria as the Board may determine.
10.2 Other assessments and charges. Any notice (which term in this Article 8 includes any communication or document to be given (which term in this Article 8 includes sent, delivered or served) pursuant to the Act, the by-laws or otherwise to a member, director, officer or auditor shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his or her last address as recorded in the books of he Chamber or if mailed by prepaid ordinary mail addressed to him or her at his or her said address or if sent to him or her at his or her said address by any means of wire or wireless or any other form of transmitted or recorded communication. The Secretary may change the address on the Chamber’s books of any member, director, officer or auditor in accordance with any information believed by the Secretary to be reliable. A notice so delivered shall be deemed to have been given when it is delivered personally or at the address aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice sent by any mean s of wire or wireless or any other form of transmitted or recorded communication shall be deemed to have been given when deliver to the appropriate communication company or agency or its representative for dispatch, or if sent by facsimile transmission, when transmitted.
11.2 Computation of time. In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.
11.3 Omissions and errors. The accidental omission to give any notice to any member, director, officer or auditor or the non-receipt of any notice by any member, director, officer or auditor or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.
11.4 Waiver of notice. Any member (or his duly appointed proxy), director, officer or auditor may waive many notice required to be given to him or her under any provision of the Act, the by-laws or otherwise and such waiver, whether given before or after the meeting or other event, shall cure any default in giving such notice.
ARTICLE TWELVE – AUDITORS
12.1 Auditors. The members may, at any annual meeting, appoint an auditor to audit the accounts of the Chamber, and, to hold office until the next annual meeting, but the directors may fill any casual vacancy in the office of the auditor. The Board shall fix the remuneration of he auditor.
ARTICLE THIRTEEN – EFFECTIVE DATE
13.1 Effective date. This by-law shall come into force when confirmed by the members and approved by the Minister of Consumer and Corporate Affairs in accordance with the Act.
PASSED by the directors and sealed with the seal of the Chamber.