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Revised By-Laws Approved September 24, 2020

 

By-Law No. 1

A by-law relating generally to the conduct of the business and affairs of the

Ajax-Pickering Board of Trade

 

Article 1          –           NAME AND OBJECT

Section 1     The name of the Board shall be the AJAX-PICKERING BOARD OF TRADE.

Section 2     The object of the Ajax-Pickering Board of Trade shall be to promote and improve trade and commerce and the economic, civic, and social welfare of the Town of Ajax and City of Pickering, and the surrounding districts.

Section 3     The usual place of meeting shall be in the Town of Ajax or City of Pickering. Every effort should be made to alternate the location of the Annual General Meeting between Ajax and Pickering.

Section 4     The Ajax-Pickering Board of Trade shall be politically non-partisan, non-sectional and non-sectarian and shall not lend its support to any candidate for public office.

 

Article II         –           INTERPRETATION

Section 5     In this by-law and all other by-laws and resolutions of the Board, unless context otherwise requires:

(a) “Act” means the Boards of Trade Act (Canada) R.S.C., 1985, c. B-6;
(b) “Annual General Meeting” means the last quarterly meeting of the Members held each year;
(c) “Board” means the Ajax-Pickering Board of Trade as a body;
(d) “Council” means the governing body of the Board;
(e) “Director” means a member of the Council;
(f) “District” means that area within and for which the Board was established, as defined in the certificate of Registration under the Act;
(g) “Officers” means the president, vice-president, and secretary of Council; and
(h) “Special General Meetings” means meetings of the Members other than the Annual General Meeting and the three other quarterly general meetings of the Members.

Section 6     In this By-law where the context required, words importing the singular include the plural and vice versa and words importing gender include the masculine, feminine and neuter genders.

 

Article III       –           MEMBERSHIP

Section 7     There shall be four classes of members of the Board:

a. Active Members: Any individual who (a) is over eighteen years of age; (b) has paid the requisite annual membership fee; (c) is directly or indirectly engaged or interested in trade, commerce or the economic and social welfare of the District; and (d) has applied for membership in the Board, may be admitted to membership by a majority vote of two-thirds of the Members present at the next Members’ meeting. For greater clarity, the Members shall not be able to approve the admission of an individual as an Active Member if, as of the date of the Members’ meeting, the individual no longer meets the qualifications set above for membership. Each Active Member shall have one (1) vote, shall be eligible to hold office as a Director, and shall have such other privileges granted by policy of the Council.
b. Community Members: Any organization, association, corporation, society or partnership that (a) is directly or indirectly engaged or interested in trade, commerce or the economic or social welfare of the District, (b) has paid the requisite annual membership fee, and (c) has applied for membership in the Board, may be admitted as a Community Member by a majority vote of two-thirds of the Members present at the next Members’ meeting. For greater clarity, the Members shall not be able to approve the admission of an entity as a Community Member if, as of the date of the Members’ meeting, the entity no longer meets the qualifications set above for membership. The term of membership of a Community Member shall be one (1) year. The employees of a Community Member shall be entitled to receive the membership benefits available to the Community Member, as determined by the Community Member. Each Community Member shall have one (1) vote and shall have such other privileges granted by policy of the Council.
c. Honourary Members: Any individual who has distinguished herself by some meritorious or public service may be admitted as an Honourary Member by a majority vote of two-thirds of the Members present at the next Members’ meeting. For greater clarity, the Members shall not be able to approve the admission of an individual as an Honourary Member if, as of the date of the Members’ meeting, the individual no longer meets the qualifications set above for membership. Such recognition shall be for a term of one (1) year and may be repeated. Honourary Membership shall include all the privileges of Active Membership. Honourary Members shall not be required to pay annual membership dues.
d. Lifetime Members: Any individual who has distinguished herself by some meritorious or public service may be elected as a Lifetime Member by a majority vote of two-thirds of the Members present at the next Members’ meeting. For greater clarity, the Members shall not be able to approve the admission of an individual as a Lifetime Member if, as of the date of the Members’ meeting, the individual no longer meets the qualifications set above for membership. Such recognition shall be for the Member’s lifetime, and is not transferable. Lifetime Membership shall include all the privileges of Active Membership. Lifetime Members shall not be required to pay annual membership dues.

Section 8     The amount of the membership fees, and the payment of same, shall be in accordance with policy established from time to time by resolution of the Council.

Section 9     Other than Community Members and Honourary Members, who are subject to a one (1) year term (with no restriction on the number of terms that may be held), membership shall continue from the time of admittance until a Member has resigned in accordance with the provisions of these By-laws or has been removed from the roll of Members by the Council in accordance with Section 11, below.

Section 10     Any Member who intends to resign such Member’s 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 Board against such Member at the time of such notice.

Section 11     The Council shall immediately remove from the roll of Members (i) any Member who fails to pay the membership dues by the date they fall due; or (ii) any Member who, as determined by the Council, in its sole discretion, has contravened the terms of the Members’ Code of Conduct. Upon such removal by the Council, all privileges of membership shall be forfeited.

Section 12     The term of annual membership in the Board shall be for one year, commencing the date payment is received. The term for monthly paying members is for one year paid in 12 increments.

 

Article IV        –          The Council

Section 13     The Board shall be managed by the Council. The Council shall consist of a minimum of eleven (11) and a maximum of fourteen (14) Directors. No Director, Officer, or member of a committee created by Council shall receive remuneration for such role but shall be entitled to reimbursement for any pre-approved reasonable costs incurred as a result of such role.

Section 14     Directors shall be elected for a term of one year and may serve at most six consecutive terms (for a total of six consecutive years). After one year has lapsed, an individual may return as a Director after serving six consecutive years. Any individual who has served as an Director prior to the effective date of these by-laws shall not have such years of service counted towards the maximum number of years.

Section 15     Each year, nominees shall be proposed by the Board Development Committee. The Board Development Committee shall be created for the purpose of proposing nominees, and shall be comprised of two Officers, the Chair of the Governance Committee (the Governance Committee, whose members shall be approved (and may be removed) by a majority vote of Council, shall consist of the Executive Director, one Officer, and two Members, and shall be created to review, amend, and/or create governance documents and have its Chair participate on the Board Development Committee), the Executive Director, and up to three other Members, all of whom who shall be approved (and may be removed) by a majority vote of Council. Each nominee proposed by the Board Development Committee must be an individual and a Member and must declare in writing that she will serve as a Director in accordance with these By-Laws if elected. The number of nominees shall be sufficient to ensure that at least eleven Directors are elected, three of whom shall also serve as the President, Vice-President, and Secretary.

Section 16     Each Director (including the President, Vice-President, and Secretary) shall be elected at the Annual General Meeting or the first quarterly meeting of Members by a majority of the Members present at the meeting entitled to vote.

Section 17     Any vacancy on the Council, which may occur during the year, shall be filled by a majority vote of the Council, with a Member nominated in accordance with Board policy, to complete the remainder of the term vacated. The person elected must declare in writing that she will serve as a Director in accordance with these By-Laws. A vacancy occurs when a Director dies, resigns her office and such resignation has been accepted by the Council, is deemed to have resigned in accordance with Section 18 below, or is removed by office in accordance with Section 18 below.

Section 18     A Director who is absent for six months continuously from the meetings of the Council is deemed to have resigned. A Director or Officer may be removed from Council by majority vote of Council or of the Members. If an individual is both a Director and an Officer, and she resigns, is deemed to have resigned, or is removed as a Director, she shall be deemed to have resigned or been removed as an Officer as well. Alternatively, if such individual resigns or is removed as an Officer, she shall be deemed to have resigned or been removed as a Director as well.

Section 19     The Council shall have the general power of administration. It may make or authorize petitions or representations to the Government or Parliament of Canada, the Government or Legislature of the Province, or others, as it may determine.

Section 20     The Council shall, in addition to the powers hereby expressly conferred on it, have such powers as are assigned to it by any By-law of the Board, provided, however, that such powers are not inconsistent with the provisions of the Act.

Section 21     The Council may appoint committees or designate members of the Council or the Board or others, to examine, consider and report upon any matter or take such actions as the Council may request. The duties and powers of any committee, and the remuneration of any committee member, shall be set by the Council. The Council shall have the authority to appoint or remove a committee member, or disband a committee, by a majority vote. All committees made or appointed by the Council shall report to the Council.

 

Article V         –          Meetings of Members

Section 22     The Annual General Meeting of the Members shall be held each year at a date, time, and place determined by Council. At least ten (10) business days’ notice of the Annual General Meeting shall be given to each Member. The purpose of this meeting will be the election of new directors, the presentation of the new budget, a report on the prior year’s activities, and to vote on any proposal to amend the by-laws of the Council.

Section 23     The Members shall hold general quarterly meetings in each year within the District. Notice of a general quarterly meeting, other than the Annual General Meeting, naming the date, time, and place, shall be given to each Member by the Secretary, through one newspaper or otherwise, as is thought necessary by Council, at least three (3) days prior to the meetings.

Section 24     Special general meetings of the Members must be held at any time when summoned by the Council or by a majority of the Members. Notice of such meetings, containing enough information to allow the Members to make reasoned decisions (including the date, time, and place), shall be given at least ten (10) days in advance by (a) inserting the notice in one or more newspapers published within the District; (b) circulating a letter to each Member, signed by the Secretary; or (c) sending a message to each Member by e-mail or any other electronic means.

Section 25     At any meetings of the Members, fourteen (14) Members shall constitute a quorum and a majority of such quorum may make decisions on behalf of and do all things within the powers of the Members.

Section 26     At every meeting of the Board, the Members shall, at the discretion of Council, be able to vote prior to the meeting by submitting, to the Secretary or through the appropriate telephonic or electronic voting system, at least twenty-four hours’ prior to the date and time of the meeting, a completed mailed-in ballot, a completed telephonic or electronic submission form, or a completed proxy form identifying the Member’s proxy and how the proxy will vote at the meeting on the Member’s behalf. The method of absentee voting available to the Members for the particular meeting will be indicated to the Members in the notice of the meeting, and the template ballot or proxy form, as applicable, will be attached to the notice of the meeting. In addition, at every meeting of the Board, the Members (and any Member’s proxy) shall be able to vote by way of a manner determined by Council, which can include but is not limited to: secret ballot and show of hands. The notice of every meeting of the Board shall provide the voting options that will be available at the meeting.

Section 27    Only one vote may be cast by each Member, regardless of whether the Member is an individual or an organization.

Section 28   In all cases of equality of votes on any matter, the presiding officer at a meeting of the Members shall not have a casting vote.

 

Article VI        –          Meetings of Council

Section 29   Minutes of a Council meeting shall to be circulated to all Directors within ten business days of the next meeting of Council.

Section 30   The Council shall meet not less than six times per year. A meeting of the Council shall be convened by the Secretary at the request of the President or any two Directors. The dates, times, and locations of the regular meetings of the Council shall be set in advance. If an emergency Council meeting is required, notice of such meeting shall be circulated to all Directors by e-mail 24 hours in advance. All Directors shall attend the meetings of the Council in person, by telephone, or by other available electronic means that permits all persons participating in the meeting to communicate.

Section 31   Seven (7) Directors shall constitute a quorum, and a majority of such quorum may make decisions on behalf of and do all things within the powers of the Council.

Section 32   The meetings of the Council shall be open to all Members, who may attend but may not take part in any of the proceedings. When meetings of the Council are attended by individuals who are not Directors, as described above, subjects such as, but not limited to, human resources and confidential financial topics shall be discussed in-camera. Any in-camera portion of any Council meeting may only be attended, as appropriate, by the Directors and the Executive Director.

Section 33   Each Director shall have one (1) vote. In all cases of equality of votes on any matter, the presiding officer at a meeting of the Council shall have a casting vote.

 

Article VII      –          General re. Meetings

Section 34   Minutes of the proceedings of all Member and Council meetings shall be signed by the President or Vice-President or the person who presided at the meeting and shall be entered in books to be kept for that purpose at the Board office by the Secretary.

Section 35   At all meetings of the Members and the Council, the President, or in her absence, the Vice-President, shall preside. In the absence of both the President and the Vice-President, any Director may be chosen to preside.

Section 36   The books containing the minutes of the proceedings of all meetings, whether of the Council or the Members, shall be open at all reasonable hours to any Director or Member, free of charge.

 

Article VIII     –           Officers

Section 37   The Officers shall be the President, Vice-President, and Secretary. Each Officer may be removed from office in accordance with Section 18 above. No individual shall serve in the same officer position for more than two (2) consecutive terms, unless determined otherwise by the Members. Any individual who has served as an Officer prior to the effective date of these by-laws shall not have such years of service counted towards the maximum number of years. An Officer may resign such office (which resignation shall be effective upon acceptance by Council), or may be deemed to have resigned or be removed as an Officer in accordance with Section 18 above.

Section 38   The President and Vice-President, before taking office, shall take and subscribe before the Mayor of Ajax, the Mayor of Pickering, the Chair of the Regional Municipality of Durham, 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 Ajax-Pickering Board of Trade, and that I will, in all matters connected with the discharge of such duty, do all things, and only such things, as I shall truly and conscientiously believe to be adapted to promote the objects for which the Board was constituted, according to the true intent and meaning of the same. So help me God.”

Section 39   The President shall preside at all meetings of the Board and Council. She shall regulate the order of business at such meetings and shall receive and put lawful motions and communications to the meeting. The President shall be the official representative of the Board. It shall be the duty of the President to present a general report of the activities of the year at the Annual General Meeting.

Section 40   The Vice-President shall act in the absence of the President, and in the absence of both these officers, the Council shall appoint a Director to act temporarily.

Section 41   The Secretary shall oversee the maintenance of an accurate record of the proceedings of the Board and of the Council. The minutes of the proceedings of the Board and of the Council shall be signed by the President or Vice-President or the person who presided at the meeting at which the minutes were taken, and shall be available to any Member at all reasonable hours free of charge. She will retain custody of the seal of the Board.

Section 42   The Executive Director, who, as an employee of the Board, shall not be an officer of the Council, shall be responsible for the keeping of the accounting records of the Board, under the direction of the Secretary, conducting correspondence on behalf of the Board, retaining copies of all official letters, preserving all official documents and shall perform all such other duties as properly appertain to this position.

Section 43   Any Officer, or the Executive Director, shall have the authority to execute documents on behalf of the Board. The Council may, from time to time, pass a resolution specifying the execution of a particular document, or may pass a signing authority policy.

 

Article IX        –          By-Laws

Section 44   The Council shall frame such By-Laws as appear to it best adapted to promote the welfare of the Board and shall submit any repeal of, amendment to, or new By-Law for adoption at any general meeting of the Members called for that purpose, provided that notice of such proposal had been given in writing by one Member and seconded by another Member at a previous meeting, and such notice had been entered in the books of the Board as minutes. No By-Law repeal, amendment, or adoption shall be effective or acted upon until approved by the Members and then submitted to, and approved by, Corporations Canada.

 

Article X         –           Affiliation

Section 45   The Board, at the discretion of the Council, shall have power to affiliate with the Canadian Chamber of Commerce, the Ontario Chamber of Commerce and any other organizations in which membership may be in the interests of the Board.

 

Article XI        –          Fiscal Year

Section 46   The fiscal year of the Board shall commence on the first day of January in each year.

 

Article XII      –           Auditors

Section 47   The Council shall, by majority vote, appoint a Finance & Audit Committee made up of at least three (3) individuals, including one Director, who may be removed from the Committee at any time by a majority vote of the Council. The purpose of the Committee shall be to review the books and accounts of the Board, at least once a year. A qualified external auditor of the Council shall be appointed by the Members at each Annual General Meeting and an annual audited financial statement shall be presented at each Annual General Meeting and at any other time required by the Council.