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Article 1: General

Background

1.01    The name “Lakehead Chamber of Commerce of the Cities of Port Arthur and Fort William” was changed to “Thunder Bay Chamber of Commerce of the City of Thunder Bay” and said change was recorded on March 31, 1970 on Film 255, Document 218, Federal Department of Consumer and Corporate Affairs.

The Thunder Bay Chamber of Commerce received Letters of Patent issued by the Ministry of Consumer and Commercial Relations incorporating the Chamber under the name Thunder Bay Chamber of Commerce, effective August 1979 (hereinafter the “Letters Patent”). The Ontario Corporation number is 422405.

This By-Law No. 1 supplements and replaces in its entirety the by-laws of the Chamber in existence prior to the date hereof.

Definitions

1.02   In this By-Law and all resolutions of the Chamber, unless the context otherwise requires:

  1. “Act” means the Corporations Act (Ontario), including the Regulations made pursuant to the Act and any statute or regulations that may be substituted therefore, as amended, from time to time.
  2. “Annual Meeting” means an Annual General Meeting of Members, in accordance with Article 3 of this By-Law.
  3. “Board” means the Board of Directors of The Thunder Bay Chamber of Commerce, in accordance with Article 4.
  4. “By-Laws” means this By-Law and any other By-Laws of the Chamber as amended and which are, from time to time, in force and effect.
  5. “Chair of the Board” means the chairperson of the Board, elected according to Article 6 of this By-Law.
  6. “Chamber” means The Thunder Bay Chamber of Commerce.
  7. “Director” means a director of the Chamber, elected according to Article 4 of this By-Law.
  8. “District” means the area within and for which this Chamber was established, namely the limits from time to time of the City of Thunder Bay, Ontario, or any successor municipality thereto.
  9. “Executive” shall have the meaning specified in Article 6 of this By-Law.
  10. “Member” means a Member in good standing of the Chamber, and includes all types and classes of Members admitted to Membership according to Article 2 of this By-Law.
  11. “Member in good standing” means a Member whose dues are paid in full for the current fiscal year, and is not in arrears for a previous year’s dues.
  12. “Membership Renewal Date” means the respective commencement date of a Member’s membership in the Chamber.
  13. “Nominating Committee” means the nominating committee established by this By-Law, whether it operates under that name or otherwise.
  14. “Officer” means an Officer of the Chamber, appointed according to Article 6 of this By-Law.
  15. “Past Chair” means any past chairperson of the Board;
  16. “President” means the President and Chief Executive Officer of the Chamber, appointed according to Article 6 of this By-Law.
  17. “Policies” means the policies relating to the management and operation of the Chamber.
  18. “Vice Chair” means any vice-chairperson of the Chamber, appointed according to Article 6 of this By-Law.

Interpretation

1.03    Where not otherwise provided in these By-Laws or in the Policies:

  1. words importing the singular include the plural and vice versa; and
  2. words importing gender include the masculine, feminine and neutral genders

Objectives and Principles

1.04    The Thunder Bay Chamber of Commerce is organized to achieve the objectives of:

  1. PRESERVING THE COMPETITIVE ENTERPRISE SYSTEM OF BUSINESS BY:
    1. creating a better understanding and appreciation of the importance of the  business person within the community and a concern of his/her problems;
    2. creating a more intelligent business and public opinion regarding municipal, provincial and national legislative and political affairs; and,
    3. creating an awareness within members of the value of their contributions to the community and encouraging them to become involved in community affairs.
  2. PROMOTING BUSINESS AND COMMUNITY GROWTH AND DEVELOPMENT BY:
    1. promoting economic programs designed to strengthen and expand the income potential of all business within the trade area;
    2. promoting programs of a civic, social and cultural nature which are designed to increase the functional and aesthetic values of the community; and,
    3. discovering and correcting abuses which prevent the promotion of business expansion and community growth.

1.05    The Thunder Bay Chamber of Commerce shall be non-sectarian, politically non-partisan, and not-for-profit.

Execution of Documents

1.06     Contracts, documents, cheques, financial instruments or any instruments in writing requiring the signature of the Chamber shall be approved by the Board and signed by any two of the Chair of the Board, the Vice Chairs, the President, or an authorized member of the Board who is approved by the Board. All contracts, documents, cheques, financial instruments and instruments in writing so signed shall be binding on the Chamber without any further authorization or formality.  Provided that if any person holds two of the above positions such person shall sign in one capacity only.   Notwithstanding the foregoing, the Board may from time to time direct the manner in which and the person or persons by whom a particular document or class of documents shall be executed.  Any person authorized to sign any document may affix the corporate seal thereto.

Corporate Seal

1.07     The Corporation may, but need not, have a corporate seal. If the Corporation has a corporate seal, it shall remain in the custody of the President.  A document executed on behalf of the Corporation is not invalid merely because the corporate seal, if any, is not affixed thereto.

Article 2: Members

2.01 The Members of the Chamber shall consist of:

  1. “corporate members” which shall be corporations, not-for-profit corporations, non-share corporations, sole proprietors, First Nations communities or organizations, cultural organizations, charities, the clergy, crown corporations, associations, firms and partnerships associated with the business and professional life of Thunder Bay and having an interest in the objectives of the Chamber;
  2. “individual members” who shall be self-employed persons retired from businesses previously associated with the Chamber, volunteers who accept and promote the goals and objectives of the Chamber of Commerce, students and seniors. Individual memberships will also be available to a Past Chair ;
  3. “associate members” who shall be individuals associated with the business and professional life of Thunder Bay and having an interest in the objectives of the Chamber. Associate membership may be available to elected members of governments and government officials.  Associate members shall be entitled to all privileges of membership.
  4. “honourary members” shall be individuals who through long and distinguished association with the Chamber are deemed worthy of the designation “Honourary member” by a resolution confirmed by a 2/3 vote of the Board. Honourary members shall have the same rights and privileges as active associate members except that there shall be no fees for an honourary member.

2.02     Applications for membership shall be in writing or electronically on forms provided for that purpose. Applications may be submitted electronically or by facsimile. Submission of such application binds the applicant to the By-laws of the Chamber.
Applications shall be subject to approval by the Board and acceptance of the general membership at the next Annual General Meeting of the Chamber following their ratification by the Board.
Any applicant so approved and accepted shall become a Member upon payment of the regularly scheduled fees.

2.03     Membership dues shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board.

2.04     Other assessments may be levied against all members, provided they are recommended by the Board.

2.05     Any Member who intends to retire therefrom or to resign his membership, may do so at any time, upon giving to the President ten (10) 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, but there shall be no refund of membership dues in the event of resignation.

2.06     Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within one hundred and twenty (120) days of the Membership Renewal Date or of such notification, the Member shall be in default, and their membership may be terminated, on written notice from the Chamber at any time after the said one hundred and twenty (120) days.

2.07     Any Member may be expelled by a two thirds vote of the Board, at a regularly scheduled meeting thereof, for conduct unbecoming a Member or prejudicial to the aims or repute of the Chamber. Such Member shall be given notice by prepaid registered mail to his last known address on the records of the Chamber at least (15) days in advance of such meeting stating the time and place of the meeting and the alleged misconduct of the Member, and the Member shall have an opportunity to make representations in connection with the alleged misconduct.

2.08     Any corporate Member may nominate individuals to exercise the privileges of membership covered by its subscription and shall have the right to change such nominees upon notice in writing to the President, in accordance with the Policies adopted by the Board.

2.09     Employees of corporate members in good standing are entitled to participate in Chamber programs and services where appropriate.

Article 3: Meetings of Members

3.01     The Annual Meeting of the Chamber shall be held in either of the months of January or February in each year at a time and place in Ontario determined by the Board. At least two (2) weeks’ notice in writing of the Annual General Meeting shall be given to all members, and corporate members’ nominees.

3.02     Special general meetings of the Chamber may be held at any time when summoned by the Chair of the Board or requested in writing by any three (3) Directors or any (10) Members. At least two (2) weeks’ notice of such meetings shall be given.

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

Voting

3.04     Each Member in good standing and nominee of a corporate member in good standing present at any general meeting shall be entitled to one vote.

3.05     Voting at general meetings shall normally be by show of hand or if requested by the Chair of the Board, by standing vote. A roll call vote shall be taken if requested by five (5) Members providing such request receives the approval of two thirds of the Members assembled.

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

3.07     Motions or amendments shall be carried at any meeting of the Members by a majority vote unless otherwise provided in these By-Laws.

Notice

3.08     Notice of any meeting of the Chamber naming the time and place of assembly may be given in writing or electronically and delivered, faxed, emailed or mailed by prepaid post, to the last known address or electronic address of each Member or director as the case may be or any notice required by this article may be sufficiently given if published on the Chamber website, in the Chronicle Journal or in the official publication of the Chamber within the prescribed time.

Minutes

3.09     Minutes of the proceedings of all general and Board meetings shall be entered in books to be kept for that purpose. The entry of such minutes shall be signed by the person who presides at the meeting at which they are adopted.

Quorum

3.10     At any meeting of the Members, three (3) percent of the Members and corporate members’ nominees, and no less than twenty (20) Members or corporate members’ nominees, shall be a quorum and, unless otherwise specifically provided, a majority of Members and corporate members’ nominees present shall be competent to perform all acts which are or shall be directed to be done at any such meeting.

3.11     If a quorum is present at the opening of a meeting of the Members, the Members and corporate members’ nominees present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.

Article 4: Directors

4.01     The government of the Chamber and control of its property shall be vested in not less than twelve (12) elected Directors, and the Immediate Past Chair, who shall form the Board.

4.02     Up to Four (4) directors shall be elected by ballot, as determined by the Board, each year for a three (3) year term.  Only Members whose dues have been paid to date may be elected a Director, and an individual or individual’s organization must be a Member in good standing of the Chamber for at least one year to be eligible to run for a position on the Board, and that, in special circumstances, with a 2/3 vote of the Board, this would not be required.

4.03     A Director:

  • shall be eighteen (18) or more years of age;
  • shall not have been declared incapable by any court;
  • shall be an individual;
  • shall not have the status of a bankrupt; and
  • shall be a person who is an employee, director or officer of a Member.

4.04     The Board shall conduct and direct the affairs and business of the Chamber and shall approve such By-Laws or Policies as appear to it best adapted to promote the welfare of the Chamber and where necessary, shall submit them for adoption at a general meeting of the Chamber.

4.05     No Director shall be an elected member of the Board for more than two (2) successive three (3) year terms in addition to any partial term herein provided for, provided that if a Director is a member of the Executive he/she may, if he/she so elects, allow his/her name to stand for election to the Board for one (1) additional three (3) year term.

4.06     Where a Director vacates his/her office, the Board may, at any meeting thereof, appoint a Member to be a Director, in the place of the Director who has vacated the office, to complete the Director’s remaining term. It shall be the general practice to consider the runner-up in the immediate prior year Board election to serve in any vacant position.

4.07     Any Director may be removed from office at any meeting of the Board by a notice of motion being filed with the President at least ten (10) days in advance of such meeting and by a resolution being passed at the meeting of the Board in the following circumstances:

  • If he/she ceases to be a Member;
  • If he/she becomes legally incompetent;
  • If he/she becomes bankrupt or compromises with his creditors;
  • If he/she has been convicted of any criminal offence involving moral turpitude;
  • If he/she dies;
  • If he/she is absent from three (3) consecutive regular meetings of the Board or 4 or more regular meetings within a 12 month period, for reasons other than illness or family tragedy; or
  • For some other reason acceptable to the Board.

4.08     Any Director may be removed from office by the Members for the reasons outlined in 4.07 above, or for other reasons by a notice of motion being filed with the President of the Chamber at least ten (10) days in advance of a meeting of the Members and by a resolution being passed at a meeting of the Members by a majority of the Members present at the meeting.

4.09     Any Director, whose tenure of office has been terminated, shall be at liberty to appeal the decision directly to the membership at the next meeting of the Members.

4.10     No paid employee of the Chamber shall be a voting Director.

4.11     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.

4.12     The Directors shall serve as such without remuneration, and no Director shall directly or indirectly receive any profit from his/her position as such; provided that a Director may be paid reasonable and voucher supported expenses incurred by him/her in the performance of his/her duties as approved by the Board.

Committees

4.13     The Board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the Board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the Board may from time to time make. Any committee members may be removed by resolution of the Board.

Nominations

4.14     The Board shall annually appoint a Nominating Committee, at the first meeting of the term of the Directors, and it shall be general practice to appoint the Immediate Past Chair, the Chair of the Board and the 1st Vice Chair. If nominated, it shall be general practice for the Immediate Past Chair to act as Chair of the Committee.

4.15     The Nominating Committee shall obtain the written or electronic consent to stand for election of any person who is nominated.

4.16     The Nominating Committee shall prepare a list of candidates for election to the Board and shall cause its recommendations to be circulated to the Members, the nominees and to the Board not later than August 15, providing that at least two (2) weeks are allowed for additional nominations, after the date in which the recommendations are circulated, together with a copy of Article 4.17.

4.17     Additional nominations may be made in writing or electronically to the Nominating Committee by Members providing any such nomination is seconded by at least ten (10) Members in good standing, and the written or electronic consent of the nominee to stand for election is obtained on or before the thirty-first (31st) day of August in any year.

4.18     The names of all candidates shall be arranged on a ballot in alphabetical order.  Instructions will be to vote for a maximum of four (4) candidates, and the four (4) candidates receiving the most votes cast shall be declared elected as Directors.

4.19     If no more than four (4) nominations are filed within the designated period, the nominations shall be closed and the nominated slate of four (4) candidates shall be declared elected by the Board at their regular October Board meeting.

4.20     The Nominating Committee shall:

  1. act as an election Committee;
  2. prepare and distribute one ballots per Member;
  3. supervise the election and the counting of ballots; and
  4. certify in writing the names of the successful candidates duly elected to the Board.

4.21     Notwithstanding the provisions of Articles 4.16 and 4.17, the Nominating Committee may change the final date by which its recommendations are to be circulated as provided in Article 4.16 and the final date upon which additional nominations may be made as provided in Article 4.17 provided that the date for circulating its recommendations shall not be earlier than the first day of August, nor later than the last day of September and that at least two (2) weeks are allowed for additional nominations after the date on which the recommendations are circulated.

Policies

4.22     It shall be a provision of these By-Laws that new Policies and amendments to existing Policies shall have immediate force and effect.

Article 5: Meetings of Directors

5.01     The Board shall meet not less than once a month except during July and August. The day and time shall be set by the Board at its first meeting in each year but may be varied upon reasonable notice to the Directors. Except in the case of special circumstances, (the existence of which shall be explained to the satisfaction of the Board) not less than one (1) weeks’ notice in writing of any meeting of the Board shall be given to each Director.

5.02     All newly elected Directors shall take office at the inaugural Directors meeting to be held in November of each year, and shall be participating Members thereafter.

5.03     Retiring Directors shall serve until November 1, but shall be invited to sit in a non-voting capacity at the December Board meeting.

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

5.05     The meetings of the Board shall be open to all Members of the Chamber, who may attend and participate in discussions but not be entitled to vote on any matter or any/all issues before the Board.

5.06     The Board shall have the right to ask representatives from other municipalities, firms or organizations to attend meetings of the Board, but such representatives shall not have voting privileges.

5.07     Voting at a Board meeting shall normally be by show of hand or if requested by the Chair of the Board, by standing vote. A roll call vote shall be taken if requested by five (5) Directors providing such request receives the approval of two thirds (2/3) of the Directors assembled.

5.08     Each Director has one (1) vote, excluding the Chair of the Board. At all meetings of the Board, every question shall be decided by a majority of votes cast on the question. In the case of an equality of votes, the Chair of the Board shall have a casting/deciding vote. Officers who are not Directors shall not be permitted to vote at a meeting of the Board. If a majority of the Directors present at a meeting of Directors or any committee consents thereto, votes on any issue may be conducted electronically under the direction of the President in such a manner as to permit the Directors to communicate adequately.

5.09     Minutes of the proceedings of all Board meetings shall be entered in books to be kept for that purpose. The entry of such minutes shall be signed by the person who presides at the meeting at which they are adopted.

Quorum

5.10     A majority of Directors shall constitute a quorum at all meetings of the Board.

5.11     A majority of the members of the Executive shall constitute a quorum at all meetings of the Executive.

5.12     Unless otherwise specified herein or by the Board, committees shall have power to fix their quorum.

5.13     Should a quorum not be formed thirty (30) minutes after the meeting is called to order, the meeting shall stand adjourned to a time determined by the Chair of the Board or Committee Chair.

5.14     A Director may, in accordance with the Act, and if all the Directors of the Chamber consent, participate in a meeting of Directors or of a committee by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A Director so participating in a meeting is deemed for the purposes of this By-Law to be present at that meeting.

5.15     A resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of Directors, is as valid as if it had been passed at a meeting of Directors. Such resolution may be signed in counterparts.

Article 6: Officers

6.01     The Officers of the Chamber shall be a Chair of the Board, the Immediate Past Chair and up to three (3) Vice-Chairs.

6.02     Officers will be elected annually from among the directors at the first meeting of the Board following the election of new Directors.

6.03     The Board may remove, whether for cause or without cause, any Officer of the Chamber. Unless so removed, an Officer shall hold office until the earlier of:

  • the Officer’s successor being appointed;
  • the Officer’s resignation;
  • such Officer ceasing to be a Director (if a necessary qualification of appointment); or
  • such Officer’s death.

If the office of any Officer of the Chamber shall be or become vacant, the Directors may, by       resolution, appoint a Director to fill such vacancy.

6.04     Every Officer shall be a Member in good standing of the Chamber and shall serve for a term of one (1) year or until their successor assumes the duties of office.

6.05     Officers, except the immediate Past Chair, shall be elected members of the Board.

6.06     If the number of candidates nominated for any position does not exceed the number of positions to be filled, the Chair of the Nominating Committee shall declare such candidate elected without the necessity of an election.

Chair of the Board

6.07     The Chair of the Board shall preside at all meetings of the Board and the Chamber Executive and at all general meetings of the Chamber. He/she will exercise general supervision over the business and affairs of the Chamber.

6.08     The Chair of the Board shall be an ex officio member of all Committees.

6.09     Between sessions of the Board the Chair of the Board shall have authority to represent the Chamber and act in its name subject only to these By-Laws and the Policies of the Chamber.

6.10     In the absence or resignation of the Chair of the Board, the 1st Vice Chair shall act in his/her place. In the absence of both the Chair of the Board and the 1st Vice Chair, the Immediate Past Chair or a Vice Chair shall act in the place of the Chair of the Board.

6.11     It shall be the duty of the Chair of the Board to keep the Board informed and to present a general report on the activities and affairs of the Chamber at the Annual General Meeting.

6.12     At the Annual Meeting following his/her election, the Chair of the Board shall take and subscribe an oath in the form following before a person qualified to administer oaths in the Province of Ontario:
“I swear to fulfill the responsibilities of the office of Chair of the Board of the Thunder Bay Chamber of Commerce; to uphold the bylaws and principles; to promote the aims and programs of the organization, as established by the membership; and to give true leadership to the Board of Directors and the Members it represents, to the best of my ability.”

First Vice Chair

6.13     The 1st Vice Chair will be elected on a separate ballot and will serve in this position for the upcoming fiscal year and in the following subsequent year will assume the position of Chair of the Board.

6.14     The 1st Vice-Chair will automatically assume the Chair of the Board position in the year following his/her election as the 1st Vice-Chair.  Should the 1st Vice-Chair be concluding his/her three year term of office as a Director, the individual will not have to be re-elected by the membership to serve in the position as Chair of the Board. The Chair of the Board position will be filled automatically.

Vice Chairs

6.15     The powers and duties of the Vice Chair(s) shall be such as the terms of their engagement call for or the Board or Chair of the Board requires of him or her.

Executive

6.16     The day to day administration of the Chamber shall be vested in a Chamber Executive consisting of the Chair of the Board, the 1st Vice Chair, the Immediate Past Chair and the Vice Chairs.

6.17     When the Board is not in session, the Executive shall exercise all the powers of the Board and shall report any action taken hereunder at the next meeting thereof. Decisions of the Executive shall be final only in matters where such authority is specifically delegated by the Board.

6.18     The Executive’s role shall be one of developing strategy and focus for the organization.  The Executive will assign one of its members the responsibility for Finance.

6.19     The Executive shall meet upon the call of either the Chair of the Board or any member of the Executive at the time and place specified in the call, providing at least five (5) days’ notice in writing has been given to all members of the Executive.

6.20     Copies of the minutes of meetings of the Executive shall be sent to the Directors. The Chair of any committee or any Director may appear before the Executive at his/her request and shall appear before the Executive when requested.

6.21     The Executive shall, subject to the approval of the Board, be responsible for appointing a President, for developing the President’s terms of employment and remuneration, and for developing and conducting an annual review of the President’s performance.

President

6.22     The President shall not be a Director. The President shall be the Chief Executive Officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Chamber. The President shall, subject to the authority of the Board, have general supervision of the affairs of the Corporation.

6.23     The President shall be responsible for hiring, dismissing, directing and supervising all employees of the Chamber, subject to the approval by the Board of the annual budgeted staffing levels. All employees of the Chamber shall report directly to the President.

Article 7: Indemnity of Directors, Officers and Others

7.01     No Director, Officer or committee member of the Chamber is liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Chamber or for joining in any receipt or for any loss, damage, or expense happening to the Chamber through the insufficiency or deficiency of title to any property acquired by the Board or for on behalf of the Chamber or for the insufficiency or deficiency of an security in or upon which any of the money of or belonging to the Chamber shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust provided that they have:

  1. complied with the Act and the Chamber’s Letters Patent and By-Laws; and
  2. exercised their powers and discharged their duties in accordance with the Act.

The Chamber shall also indemnify any person in any other circumstances that the Act or laws permit or required. Nothing in this By-Law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this By-Law to the extent permitted by the Act or law.

7.02     The Corporation shall purchase insurance for the Directors and Officers of the Chamber against any liability incurred by a Director or Officer in connection with their duties as a Director and/or Officer of the Chamber.

Article 8: Conflict of Interest

8.01     The Chair of the Board or of a Board committee shall immediately following the approval of the agenda request that any member(s) who has a conflict of interest so state. A Director or a member of a Board committee, having declared a conflict of interest may not be counted to determine the presence of a quorum in consideration of the agenda item for which a conflict of interest has been declared.

8.02     A Director or a member of a Board committee who has in interest, directly or indirectly, on any proposal or existing contract, transaction, or other matter under consideration by the Board or a committee created by it shall:

  1. Declare the nature and extent of the interest as soon as possible and no later than the meeting at which the matter is to be considered;
  2. if requested by the Board or Board committee, the Director or member of a Board committee shall make any requested submissions or answer any questions that the Board or Board committee may have;
  3. Refrain from taking part in any discussion or vote in relation to the matter; and
  4. Withdraw from the meeting when the matter is being discussed.

Article 9: Finances

9.01     The fiscal year of the Chamber shall commence on the first day of November in each year.

9.02     All money paid to the Chamber shall be placed in a general operating fund. Funds unused from the current year’s budget will be placed in a reserve account.

9.03     A budget of estimated revenue and expenditures for the ensuing year shall be compiled and submitted to the Board for approval before the election of Officers for the ensuing year.

9.04     There shall be a Policy respecting the authorized signing officers for cheques and financial instruments on behalf of the Chamber.

9.05     The Chamber shall have insurance coverage for the acts of the President, Officers and employees of the Chamber.

9.06     Upon approval of the budget, the President is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board.

Borrowing of Money

9.07     Without limiting the borrowing powers of the Chamber as set forth in the Act, the Board may, subject to the Letters Patent, from time to time, on behalf of the Chamber:

  1. borrow money on the credit of the Chamber;
  2. issue, re-issue, sell or pledge debt obligations of the Chamber, whether secured or unsecured;
  3. subject to the Act, give a guarantee on behalf of the Chamber to secure performance of an obligation of any person; and
  4. charge, mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Chamber, owned or subsequently acquired, to secure any obligation of the Chamber.

9.08     Subject to the Act, the Letters Patent and these By-Laws, the Board may, from time to time, delegate any or all of the powers hereinbefore specified, to a Director, a committee or one or more Officers of the Chamber.

Inspection and Audit

9.09     A firm of auditors shall be appointed by the Members present at the Annual General Meeting and they shall audit the accounts and books of the Chamber at least once in each year.

9.10     The Executive or the Board may fill any vacancy in the event the firm of auditors is unable or unwilling to audit the accounts and books of the Chamber.

9.11     All books of the Chamber shall be open to any Member free of charge during the normal office hours of the Chamber.

Article 10: Adoption of and Amendment to By-Laws

10.01     By laws may be made, repealed or amended by a majority of the Members present at any general or Annual General meeting. Notice of such proposal shall be submitted in writing to the Members at least thirty (30) days prior to each meeting of the Chamber at which such by laws will be voted upon.
Any objections or further amendments from Members shall be submitted in writing to the President not later than seven (7) days prior to the General or Annual General Meeting at which such amendments are to be considered.

10.02     Such by laws shall be binding on all Members of the Chamber, its Officers and Directors, and all other persons lawfully under its control.

Article 11: Dissolution of the Corporation and Distribution of Assets

11.01     The Chamber shall use its funds only to accomplish the objects and purposes specified in these By-Laws, and no part of said funds shall inure or be distributed to the Members. On dissolution of the Chamber, any funds remaining after payment of all debts and liabilities shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, philanthropic organizations or any organizations having similar objectives to be selected by the Board.

Article 12: Effective Date

12.01     Subject to matters requiring a Special Resolution, this By-Law shall be effective when enacted by the Board and confirmed by the Members.

DATED as of the 27th day of January, 2016.