Organizational By-Laws Last Revised: September 12, 2011

Organizational By-Laws Last Revised: September 12, 2011 Article 1 Name and Objectives Section 1. Section 2. Section 3. Section 4. The name of the organization shall be the LABRADOR NORTH CHAMBER OF COMMERCE The registered office of the Chamber will be situated at the offices of the Labrador North Chamber of Commerce, Happy Valley-Goose Bay in the province of Newfoundland and Labrador. The objects for which the Chamber is established are: a) To promote and improve trade and commerce, and the economic, civil and social welfare of the District. b) To protect the interests of Chamber members and represent them in any manner pertaining to trade and commerce. c) To provide a means for the exchange of knowledge, ideas and experiences dealing with conventions, publicity, management and promotion of trade and commerce. The Chamber shall be non-sectional and non-secretarian and shall not lend its support to any candidate for public office. Article II Interpretation Section 5. Section 6. Section 7. Section 8. Wherever the words the Chamber occur in these Articles they shall be understood to mean the Labrador North Chamber of Commerce. Wherever the words the Executive occur in these Articles they shall be understood to mean the Executive of the Labrador North Chamber of Commerce. Wherever the word District occurs in these Articles, it shall mean the entire Upper Lake Melville District including Happy Valley-Goose Bay, North West River, Sheshatshiu and Mud Lake. Wherever the word mail occurs in these Articles it also shall be understood to include electronic mail, and facsimile mail. 1 P age

Article III Membership Section 9. Section 10. Section 11. Section 12. Any reputable person directly or indirectly engaged or interested in trade, commerce or the economic and social welfare of the District shall be eligible for membership in the Chamber. Any Associations, Corporations, Societies, Partnerships or Estates, directly or indirectly engaged or interested in trade, commerce or the economic and social welfare of the District, shall be eligible for membership in the Chamber. If such application is carried by a majority of two-thirds of the members of the Executive then present, such person or organization shall thenceforth be a member of the Chamber and shall have all the rights and be subject to all the obligations of the other members. Every application for membership shall be made in writing and signed by the applicant and shall be in the following form: To the Executive of the Labrador North Chamber of Commerce, I, of being desirous of becoming a member of the LABRADOR NORTH CHAMBER OF COMMERCE, hereby apply to be admitted as a member thereof subject to the provisions of the By-Laws of the Chamber. Dated at this day of 19. Signature(s) Address(es) Section 13. The Executive Director of the Chamber shall ensure that each newly elected member, immediately upon his election, shall receive the following notice: To of ; I have been instructed by the Executive of the Labrador North Chamber of Commerce to advise you that your application for membership in the Labrador North Chamber of Commerce has been accepted and upon payment of the membership fees you will be entitled to all rights and privileges of a member of the Labrador North Chamber of Commerce. Signed Executive Director Section 14. Section 15. 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 action of the Executive. Any member of the Chamber, who intends to retire therefrom or to resign their membership, may do so at any time, upon giving the Executive Director ten 2 P age

days notice in writing of such intention, and upon discharging any lawful liability which is standing upon the books of the Chamber against him at the time of such notice. Section 16. Section 17. Section 18. The Executive may remove from the roll of members the name of any newly enrolled member failing to pay their membership fees within ninety days of the announcement of their admission. Upon such action of the Executive, all privileges of membership shall be forfeited. Persons who have distinguished themselves by some meritorious or public service may be elected Honorary Members by a majority vote of the Chamber. Such recognition shall be for a term of one year and may be repeated. Honorary Membership shall include all the privileges of active membership except that of holding office, with the exemption from the payment of annual membership fees. Any member of the Chamber may be expelled by a two-thirds vote of the Executive. Any member so expelled may, if they so choose, appeal the decision of the Executive to the membership at the next general meeting. A special action committee consisting of one Executive member and two general members may be elected to conduct an investigation and report back to the general membership. Article IV Dues and Assessments Section 19. Section 20. Section 21. Section 22. The annual membership fees payable by members of the Chamber shall be determined annually by the Executive, subject to the approval of the General Meetings whenever a change in the original amount is involved. Other assessments may be levied against all members, provided they are recommended by the Executive and approved by a majority of the members in attendance at a general meeting of the Chamber. The notice calling such General Meeting shall state the nature of the proposed assessment. An annual membership fee shall be due and payable by each member at the first general meeting held each year. Any member who shall fail to pay their annual membership fee or any other assessment when the same become due shall be notified by the Chamber staff. If payment of the same is not made within sixty days of such notice such member will be reported to the Executive by the Chamber staff and, if so by ordered by the Executive, shall lose their membership by virtue of the non-renewal thereof, and all privileges of membership shall be forfeited. Any members whose membership fees and assessment are in arrears shall not be entitled to hold office or vote at any meeting of the Chamber. 3 P age

Article V Executive Section 23. Section 24. Section 25. Section 26. Section 27. three Section 28. of the of Section 29. Section 30. Section 31. The Officers shall be: a President, Vice-President, 2 nd Vice-President, and a Treasurer. The 2 nd Vice President and Treasurer together with up to five other members (the number being determined by vote of the membership at a General Meeting), shall be elected from among the members each year at the Annual General Meeting by ballot, and shall form the Executive. The current Vice-President and 2 nd Vice-President shall become the new President and Vice-President respectively. The retiring President shall be ex-officio, a member of the Executive. The Executive Director shall be an ex-officio member of the Executive and shall be entitled to notice of meetings of the Executive and to attend such meetings, but shall not be entitled to vote. The Executive shall remain in office for one year or until their successors shall be appointed. Where a member of the Executive dies, resigns their office, or is absent from consecutive meetings of the Executive, the executive may, at any meeting thereof, elect another member in his place. Any Executive member may be suspended from their office or have their tenure office terminated if, in the opinion of the Executive, they are grossly negligent in performance of their duties. However, any officer so suspended or those tenure office has been terminated, shall be at liberty to appeal the decision of the Executive directly to the membership at the next General Meeting. The Executive shall have the general power of administration. It may make or authorize petitions or representatives to the Government or Parliament of Canada, the Government or Legislature of the Province, or others, as it may determine or as may be required by vote of a majority of members present at any General Meeting. The Executive shall, in addition to the powers hereby expressly conferred on it, have such powers as are assigned by any by-law of the Chamber provided, however, that such powers are not consistent with the provisions of the Board of Trade Act. Any five or more members of the Executive, lawfully met, shall be a quorum and a majority of such quorum may do all things within the powers of the Executive. 4 P age

Section 32. Section 33. Section 34. Section 35. Section 36. Section 37. The Executive shall frame such by-laws, rules and regulations toward promoting the mandate and welfare of the Chamber, and shall submit them for adoption, at a General Meeting of the Chamber, called for that purpose. No paid employee of the Chamber shall be a member of the Executive, with the exception of the Executive Director, who shall be a non-voting member. With the exception of the Executive Director, members of the Executive shall receive no remuneration for services rendered. The Executive may however, pay reasonable expense monies to any member of the Chamber. The President and Vice-President, before taking office, shall take and subscribe before the Mayor or before any Justice of the Peace, an oath I the following form: I swear that I will faithfully and truly perform my duty as President/Vice- President of the Labrador North Chamber of Commerce, and that I will, in all matters connected with the discharge of such duty do all things, and such things only, as I shall truly and conscientiously believe to be adapted to promote the objects for which this Chamber was constituted according to the true intent and meaning of the same. So help me God. Members of the Chamber may attend a meeting of the Executive to discuss a particular point of interest at the invitation of the Executive only. No public pronouncement in the name of the Chamber may be made unless authorized by the Executive or by some person to whom the Executive has delegated this authority. a) The President shall preside at all meetings of the Chamber and the Executive. They shall regulate the order of business at such meetings, receive and put lawful motions and communicate to the meeting what he may think concerns the Chamber. The President shall, with the Executive, sign all papers and documents requiring signature on behalf of the Chamber, unless someone else is designated by the Executive. It shall be the duty of the President (or designate) to present a general report of activities of the year at the Annual General Meeting. b) The Vice-President shall act in the absence of the President. c) The 2 nd Vice-President shall act in the absence of the President and 1 st Vice- President. d) The Treasurer shall have charge of all funds of the Chamber and shall deposit, or cause to be deposited, the same in a chartered bank of trust company selected by the Executive. Out of such funds they shall pay amounts approved by the Executive, and shall keep a regular account of the income and expenditures of the Chamber and submit a financial statement thereof for presentation at the September General Meeting and at any other time required by the Executive. 5 P age

They shall make such investment of the funds of the Chamber as the Executive may direct. They shall with the Executive, sign all notes, drafts, and cheques. Section 38. The Executive may appoint an Executive Director who shall serve in that capacity until the Executive otherwise determines. If one is appointed, they shall be responsible to the Executive for the operation of the Chamber and will generally manage the Chamber. They will work in conjunction with the Treasurer and other Executive on all matters pertaining to their offices. They will perform or appoint such duties as are usual for such position and which the President or Executive may from time to time delegate to them. Article VI Committees Section 39. consider Section 40. Section 41. Section 42. Section 43. The Executive, or at its request, the President, may appoint committees or designate members of the Executive, the Chamber or others, to examine, and report upon any matter or take such action as the Executive may request. Any appointed committee member absent without the sufficient or just cause from two consecutive meetings of such committee shall thereupon cease to be a member of that committee, unless the Executive shall otherwise determine. In such case, the Executive shall appoint a replacement. The Executive may suspend any committee Chair from office or have their office terminated for just cause. Any committee may be terminated by the Executive. Not later than one month prior to the Annual General Meeting, the Executive, or at its request, the President, shall appoint a committee of not less than three active members of the Chamber, whose duties it shall be to propose a slate of officers for the ensuring election period. Such a proposal shall constitute a recommendation only, and may be added to by nominations from the floor. Nominations shall be voted upon at the Annual General Meeting. All acts done by any meeting of the Executive or any appointed committee, notwithstanding that there was some defect in the appointment of any member of the Executive or appointed committee, shall be as valid as if every such person were duly appointed. 6 P age

Article VII Meetings Section 44. The Annual General meeting of the Chamber shall be held in the month of June (or otherwise identified by the Executive?) in each year at the time and place determined by the Executive. At least three weeks notice of the Annual General Meeting shall be given. Section 46. The following business shall be transacted at the Annual General Meeting: a) reports shall be submitted by the Executive b) the election of officers to the Executive shall be held c) review engagement of financial statements for the period shall be presented d) the members shall act upon any other matter which may properly come before the Annual General Meeting. Section 45. Section 46. Section 47. Section 48. Section 49. Section 50. Section 51. Section 52. Regular General Meetings of the Chamber shall be held monthly at the time and place designated by the Executive. At least one weeks notice of such meetings shall be given. Regular general meetings will not be held in the months of July and August. Special General Meetings of the Chamber may be held at any time when summoned by the President, or requested in writing by any three members of the Executive, or any ten members of the Chamber. At least one day s notice shall be provided and in this notice reasonable explanation as to the need for such meetings shall be given. The Executive shall meet from time to time (at least once a month) as may be necessary to carry on the business of the Chamber. The Executive are permitted in camera sessions with respect to proprietary or otherwise sensitive decisions. Notice of all meetings, naming the time and place of assembly, shall be given by the Chamber staff. At any Annual or Regular General Meeting, 20 or more members in good standing represented at such meeting shall be a quorum and, unless otherwise specifically provided, a majority of members present shall be competent to do and perform all acts which are, or shall be, directed to be done at any such meetings. Minutes of the proceeding of all General and Executive Meetings shall be entered in books to be kept for that purpose, by the Chamber staff. The entry of such minutes shall be signed by the person who presides at the meeting at which they are adopted. By arrangement with the Executive, all books of the Chamber shall be opened at all reasonable hours to any member of the Chamber, free of charge. 7 P age

Article VIII Voting Rights Section 53. Section 54. Section 55. Section 56. Every member in good standing represented at any General Meeting shall be entitled to one vote provided that the vote of an Association, Corporation, Society, Partnership, or an Estate member shall, in each case, be assigned to individuals. Voting at Executive or General Meetings shall normally be by a show of hands or, if requested by the Chair, by a standing vote. A roll call vote shall be taken, if requested by five members provided such request received approval of twothirds of the members assembled. At General Meetings proxy votes shall be permitted provided the document creating the proxy specifies who may hold the proxy, and is filed with the Executive prior to the commencement of the meeting at which the vote is to be taken. Notice of the availability of proxy voting will be given to membership in the notice of the General Meeting. 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. Motions or amendments shall be carried at any Executive, or General Meeting by a majority vote unless otherwise provided by these by-laws. Article IX By-Laws Section 57. Section 58. By-laws may be made, replaced, or amended by a majority of the members of the Chamber present at any General Meeting, notice of such proposal having been given in writing by one member and seconded by another at a previous General Meeting and duly entered as a minute of the Chamber. Such by-laws shall be binding on all members of the Chamber, its officers, and all other persons lawfully under its control. Article X Affiliations Section 59. The Chamber, at the discretion of the Executive, shall have the power to affiliate with the Canadian Chamber of Commerce, the Atlantic Provinces Chamber of Commerce, the Newfoundland and Labrador Chamber of Commerce and any other organizations in which membership may be in the interests of the Chamber. 8 P age

Article XI Fiscal Year Section 60. The Fiscal year of the Chamber shall commence on the first day of January in each year. Article XII Procedure Section 61. Parliamentary procedure shall be forwarded at all General and Executive Meetings, in accordance with Rules of Order by Henry M. Robert. 9 P age