Wakefield - La Pêche Chamber

FINAL 2016-05-10 Wakefield - La Pêche Chamber BYLAWS 1. Definitions "Community" includes individuals and non-profit social organizations. 2. Name What is the name of the organization? The name of the organization is the Wakefield - La Pêche Chamber. 3. Not-for-profit organization What kind of organization is the Wakefield - La Pêche Chamber? The Wakefield - La Pêche Chamber is a not-for-profit corporation. Its work is carried out without purpose of gain for its members. Any profits, revenues or other assets shall be used solely to promote and achieve the purposes of the organization. 4. Purposes of the organization What are the purposes of the Wakefield - La Pêche Chamber? The Wakefield - La Pêche Chamber strives to bring together all commercial, cultural, recreational and community sectors of Wakefield - La Pêche and area to promote, coordinate, support and advocate for their interests, and generally to better the community and support the local economy. Its specific purposes are to: promote business, tourism and community development,, promote urban development that is sustainable and respectful of our heritage and natural environment, promote arts, recreation, nature and socio-cultural activities, promote projects of a civic, infrastructural, social, and cultural nature that contribute to the functional, physical and aesthetic values of the community, promote Wakefield as a tourism and recreation destination and regional hub for the Gatineau Hills, strive to maintain Wakefield's identity as a unique arts- and recreation-oriented village connected to its riverfront, while an important constituent of the Municipality of La Pêche,

2 act as an advocate on behalf of local business and social communities, provide forums for members to network, make contacts and share information, cultivate entrepreneurship and support local businesses, manage community projects directly when appropriate, identify and obtain, and help obtain on behalf of members, funding for activities and projects from individuals, organizations and government, work collaboratively with the Municipality, other levels of government and other community groups to achieve these purposes. 5. Head Office Where is the head office? The head office of the Wakefield - La Pêche Chamber is in the village of Wakefield in the Municipality of La Pêche, Quebec. 6. Membership 6.1 Who is eligible to be a member of the Wakefield - La Pêche Chamber? Business organizations, not-for-profit organizations with community or social-economy objectives and individuals, located or resident in Wakefield - La Pêche and area, are eligible to be members of the Wakefield - La Pêche Chamber. 6.2 How do you become a member of the Wakefield - La Pêche Chamber? (a) A business, organization or eligible individual wishing to become a member must complete an application form. The Board, on the advice of the Membership Committee, will accept or reject the recommendation. The Board will inform each membership applicant of the Board s decision. (b) Distinction in public affairs confers eligibility to honourary membership. Honourary members have all the privileges of members except the right to vote and shall be exempt from payment of fees. The Board may confer or revoke honourary membership by a majority vote. 6.3 What are member privileges? A member of the Wakefield - La Pêche Chamber: (a) is entitled to attend all annual meetings, general meetings and special meetings of members of the Wakefield - La Pêche Chamber, (b) is entitled to vote on all matters of business at the Wakefield - La Pêche Chamber members meetings, and

3 (c) has other privileges described in these bylaws and in related policies passed by the Board of the Wakefield - La Pêche Chamber. 6.4 What are member responsibilities? A member of the Wakefield - La Pêche Chamber is responsible to: (a) support the purposes and values of the Wakefield - La Pêche Chamber, (b) pay the Wakefield - La Pêche Chamber annual membership fees, if applicable, and (c) abide by the bylaws and policies of the Wakefield - La Pêche Chamber. 6.5 Who sets the fees? The Board establishes annual membership fees and the fees will be ratified by the members at the Annual General Meeting or a general meeting of the members. 6.6 How is membership terminated? (a) Members may terminate their membership in the Wakefield - La Pêche Chamber by providing written notice to the Board. (b) Membership shall be revoked for not paying fees within ninety (90) days of the due date. (c) Membership may be revoked for conduct prejudicial to the purposes of the organization, by a majority vote of the Board or by a two-thirds majority vote of the members. 7. Meetings of Members 7.1 How many members must be present to have a quorum at meetings of members? Quorum exists if 20% of paid-up voting members are present at general meetings. 7.2 Who decides the time and place of annual general meetings? The Board will decide on a place and time for the annual general meeting, which must take place once per year within four (4) months of the end of the fiscal year. 7.3 What business is carried out at an annual general meeting? The annual general meeting must include: (a) minutes from the last annual general meeting, (b) an annual report on the business of the Wakefield - La Pêche Chamber, (c) ratification of specified Board resolutions of the past fiscal year, including amendments to the bylaws, (d) a financial review of the past fiscal year,

4 (e) (f) appointment of an independent qualified accountant to conduct the annual financial review, if desired, and an election of Board members, if required. 7.4 What is the procedure for nominating and electing directors at annual general meetings? a) The members name an Election President and Election Secretary. By agreeing to act in this capacity, these persons also agree not to stand for election; b) The Election President reads the names of the directors whose term has ended and informs the assembly that the directors whose term is ending are eligible for re-election; c) The report of the Board nominating committee is presented, including its proposed slate of candidates. Additional names of candidates for directors may be nominated by any two qualified members of the Wakefield - La Pêche Chamber; d) Each candidate must be an active member in good standing and must have agreed to accept the responsibility of a directorship; e) If a nominee is not present at the meeting, a nominator must present written confirmation of the nominee s acceptance of the nomination; f) The Election President verifies the acceptance and eligibility of each nominee; g) If there are more candidates than vacancies, a vote takes place. If the number of candidates is equal to or lower than that of the number of vacancies, the candidates are elected by acclamation. If the number of candidates is lower than that of the number of vacancies, the board may fill the remaining vacant positions in accordance with the Bylaws; h) In the event of an election, the vote is by secret ballot. A ballot paper is given to each member in good standing, who then writes the name of the candidate(s) of his or her choice. The Election President with the assistance of the Election Secretary adds up the votes obtained by each candidate, and for each vacancy declares elected the candidate who has received the most votes, without stating the actual number of votes. In the case of a tie, the vote is repeated only among the candidates with an equal number of votes. If, after a second vote, the equality remains, the director is chosen by a random draw; i) All ballots are disposed of by the Election Secretary immediately after the vote; j) All decisions made by the Election President with regard to procedure binds the members, unless the members present overrule them by a majority vote. 7.5 When and how are special general meetings held? 7.5.1 A special general meeting of the Wakefield - La Pêche Chamber may be called by the Board at its own instance or if at least one-tenth of the members have requested in writing a meeting.

5 7.5.2 Members wishing to call a special general meeting must sign a written request a. stating the reason(s) for meeting, and b. providing a draft of all motions to be voted on. 7.5.3 A special general meeting must be held within thirty (30) days after the Wakefield - La Pêche Chamber receives the written request. 7.6 How and when are meeting notices sent? 7.6.1 Notices of general meetings must be sent by letter or e-mail to the last known address of members or by telephone at least ten (10) days before the meeting date. 7.6.2 Even if one or more members do not receive a meeting notice, resolutions or any other business conducted at the meeting will be valid. 7.7 What parliamentary rules will be used at meetings? Bourinot's Rules of Order will be the accepted form of parliamentary procedure and will govern general meetings of the Wakefield - La Pêche Chamber. 7.8 Who can vote? How can members vote? 7.8.1 Each full member has one vote. 7.8.2 A business or community organization member's vote will be by one person designated by the organization to vote on behalf of the organization. 7.8.3 Voting may be by show of hands, secret ballot, mail-in ballot, e-mail or other method determined by the board. 7.8.4 A motion is passed by a simple majority of those who vote and are in favour of the motion. 7.8.5 If the vote is equally for and against, the President is entitled to a second or casting vote. 8. Board of Directors 8.1 Who can be a Board member? Board members are individuals. A Board member must be an individual member of the Wakefield - La Pêche Chamber or an individual affiliated with a business or community organization member of the Wakefield La Pêche Chamber. 8.2 How many members can be on the Board?

6 There are a minimum of nine (9) and a maximum of thirteen (13) persons on the Wakefield - La Pêche Chamber Board. The Board consists of a President, a Vice-president, a Treasurer, a Secretary, and up to nine (9) directors-at-large. 8.3 What is the purpose of the Board? 8.3.1 The purpose of the Board is generally to guide the affairs of the Wakefield - La Pêche Chamber through setting policy and providing overall direction. 8.3.2 The Board is specifically responsible for: (a) formulating and adopting all the Wakefield - La Pêche Chamber policies, guidelines and procedures, (b) ensuring proper financial management of the Wakefield - La Pêche Chamber, and (c) hiring, supervising and discharging employees or contractors. 8.3.3 To carry out the purposes of the Wakefield - La Pêche Chamber, the Board may take any steps it considers necessary on behalf of the Chamber, subject to: (a) the Wakefield La Pêche Chamber by-laws or policies, or (b) a vote passed by a special resolution at a Wakefield - La Pêche Chamber general meeting. 8.4 How long may Board members be on the Board? 8.4.1 The term for a Board member is two years. 8.4.2 A board member may serve up to three consecutive two-year terms in a position. 8.4.3 For the first two years following the establishment of the Wakefield - La Pêche Chamber, the term will be two years for a simple majority of occupied positions, and one year for the balance of positions. A random draw will determine the positions that will be up for election after the first year. 8.5 How are Board members chosen? 8.5.1 Members of the Wakefield - La Pêche Chamber elect the Board members at the Annual General Meeting, or at a special meeting called for that purpose. 8.5.2 The outgoing President becomes the Past President, and, if not continuing as a director, sits on the Board as an ex officio observer member for one year. 8.5.3 The President shall appoint with the approval of the Board the chair of a nominating committee. At least thirty (30) days prior to the annual general meeting, the nominating committee shall present to

7 the President a slate of candidates to serve two-year terms at least sufficient to replace the directors whose terms are expiring. 8.6 What happens if a Board member is absent from Board meetings? 8.6.1 Board members are expected to attend all Board meetings. 8.6.2 If a Board member finds it impossible to attend a Board meeting, the Board member must notify the President in writing. 8.7 When can a Board member be removed from the Board? A Board member may be removed from the Board if the Board considers that the member is not acting in the best interests of the Wakefield - La Pêche Chamber, including absence without good excuse from three consecutive Board meetings. 8.8 How can a Board member be removed from the Board? A Board member may be removed from the Board if: (a) (b) a two-thirds majority of Board members vote to remove a Board member, or a majority of the members vote to remove the Board member at a general meeting. 8.9 How can a Board member resign from the Board? A Board member may resign by giving the Board thirty days written notice to that effect. 8.10 What happens in case of a vacancy on the Board? In case of a vacancy on the Board, the Board may elect a person eligible to become a director for the unexpired portion of the term of the vacancy. 8.11 Can there be honourary Board members? An honourary member may also be made an honourary member of the Board with all the privileges of Board members except the right to vote. The Board may confer or revoke honourary membership. 9. Board meetings 9.1 Who calls Board meetings? The President may call regular or special Board meetings. The Secretary may call regular or special Board meetings when two directors have requested in writing a meeting. 9.2 How often are Board meetings held? Board meetings are held as required and in any event at least five (5) times per year.

8 9.3 How many Board members must be present to have a quorum? A simple majority of existing Board members in good standing constitutes a quorum. 9.4 How are decisions made at Board meetings? Unless otherwise provided, Board decisions shall be made by a simple majority of those present and voting. Voting will be by show of hands or, exceptionally with the agreement of the Board, by secret ballot. Bourinot's Rules of Order will guide meetings of the Board. 9.5 Can a Board meeting be held by telephone or Internet? The Board can hold a meeting by telephone or via Internet if all the directors consent and all the people participating in the meeting can hear each other. 9.6 Can a motion be passed in writing or by email? A motion or resolution may be passed according to members' indicating in writing or by email that they are for or against the motion or resolution. 9.7 Can Wakefield - La Pêche Chamber members attend Board meetings? In extraordinary circumstances, the Board may decide to hold in camera meetings. Board meetings shall otherwise be open to all members of the Wakefield - La Pêche Chamber, who may attend as observers but not participate in any of the proceedings unless invited by the Board. 10. Duties of Board members 10.1 What are the duties of the Board members? The Board must appoint its officers during the first Board meeting following each annual general meeting, and thereafter as necessary. Officers are elected for one year. 10.2 The Board decides on the duties of the members of the Board according to its policies. 10.3 What are the duties of the President? The President: (a) chairs Board meetings, and establishes the agenda for Board meetings in consultation with the Executive Committee, (b) ensures that the Board follows the Wakefield - La Pêche Chamber bylaws and policies, and that Board resolutions and decisions are acted on, (c) subject to these bylaws and to the approval of the Board, determines all committees and appoints all committee chairs, and

9 (d) presents a general report of the Board's activities at the Annual General Meeting. 10.4 What are the duties of the Vice-President? The Vice-President: (a) assists the President, and (b) carries out the President s duties when the President is not able to do so, or when the President requests the Vice President to do so. 10.5 What are the duties of the Treasurer? The Treasurer: (a) is responsible for the safeguarding and proper disbursement of all funds of the Wakefield - La Pêche Chamber, (b) shall deliver financial reports at Board meetings on at least a quarterly basis, (c) shall propose a budget for adoption by the Board in advance of the coming fiscal year, and (d) as soon as possible after the close of each fiscal year shall make and submit to the Board a financial report for the fiscal year, including subject to an independent financial review when required. 10.6 What are the duties of the Secretary? The Secretary is responsible for preparing and keeping: (a) (b) (c) 11. Board Committees the minutes or record of decisions of Board meetings, the minutes or record of decisions of members meetings, and any other books, records, filings and other documents related to the Wakefield - La Pêche Chamber. 11.1 What are the committees of the Board? Committees may be standing or ad hoc. There exist four substantive committees: (a) Commerce Council: to assist and support business-oriented Chamber members and develop and promote local business and the economy; (b) Tourism Council: to assist and support tourism-oriented Chamber members and develop and promote local tourism; (c) Arts Council: to assist and support arts-oriented Chamber members and develop and promote the arts community; and (d) Community Council: to act as needed regarding issues of concern to the community as a whole. The Board on the advice of the President may create such other committees that it considers necessary and appropriate to assist in carrying out the Board's work. 11.2 Who can be members of committees?

10 Any member of the Chamber can be a member of a committee. A member of the Board typically chairs a standing committee. 11.3 Is there an Executive Committee? An Executive Committee may be created to set agendas, undertake planning and evaluation and generally prioritize the Board's work. In exceptional circumstances, it may take decisions between Board meetings on urgent matters, but the decision must be put to ratification by the full Board as soon as possible. The Executive Committee comprises the President, Vicepresident, Treasurer and the chairs of the four substantive councils. 11.4 Is there a separate advisory group? A committee of advisors may be created of persons separate from the Board that would offer expert advice and support on matters of interest to the Board. It has no legal responsibilities, no voting rights and cannot compel the Board or staff to act on its recommendations or input. The committee comprises one member of the Board, and up to six persons from the community who are not necessarily members of the Chamber. 12. Signing authority 12.1 Who can sign agreements or contracts on behalf of the Wakefield - La Pêche Chamber? Any two of the following have signing authority for the Wakefield - La Pêche Chamber: (a) President, (b) Treasurer, (c) Vice-president, and (d) Secretary. 12.2 Who can sign cheques on behalf of the Wakefield - La Pêche Chamber? Any two of the following may sign cheques on behalf of The Wakefield - La Pêche Chamber: (a) President, (b) Treasurer, (c) Vice-president, and (d) Secretary. Wakefield - La Pêche Chamber cheques must have two signatures. 13. Payment to board members 13.1 Can Board members be paid for their service as Board members? Board members are not paid for their services as Board members.

11 13.2 Can Board members be reimbursed for expenses that result from being on the Board? Board members may be reimbursed for travel-related and Boardrelated expenses as provided in policy to be established by the Board. 13.3 Can Board members be paid to work for the Wakefield - La Pêche Chamber? A Board member must resign from the Board before entering into a contract to perform a service for the Wakefield - La Pêche Chamber. 14. Conflict of interest 14.1 When is a Board member in a conflict of interest? Board members are in a conflict of interest if: a) they are able to personally benefit financially or materially from an issue under consideration by the Wakefield - La Pêche Chamber, or b) they publicly take a personal position as a citizen on an issue in which the Chamber is engaged that is contrary to the position taken by the Chamber, or that could reasonably be expected to harm the credibility or reputation of the Chamber. 14.2 What must a Board member do in a conflict of interest? If a Board member is in a possible conflict of interest, the Board member must: (a) disclose to the Board the nature and extent of his or her interest, (b) refrain from influencing the Board s decisions on the issue, (c) if the Board so requests, provide relevant information, and (d) leave the meeting when discussion and voting on the issue occurs. 14.3 What can the Board do in matters of conflict of interest? 15. Finances If the Board determines that a member is in a conflict of interest and had satisfactorily disclosed or remedied the conflict, the Board may remove the Board member in accordance with Article 8.7. 15.1 How can the Wakefield - La Pêche Chamber raise money? The Wakefield - La Pêche Chamber may assess membership fees, perform services for a fee, fundraise and borrow money to carry out the objectives of the Chamber.

12 15.2 What is required for the Wakefield - La Pêche Chamber to borrow money? The Board is authorized to borrow up to $5,000 in total in any fiscal year to facilitate the operations of the Wakefield - La Pêche Chamber. A special resolution must be approved by the Board to borrow money above the limit. 15.3 How can the Wakefield - La Pêche Chamber deal with its cash assets? The Board is authorized to make short-term investments of up to three months comprising no more than 50% of the Chamber's net assets so long as those investments leave 20% of net assets in cash taking into account the budget over the investment period. For purposes of this provision, short-term investments means (a) guaranteed investment certificates from the financial institution where the Chamber keeps its accounts or from one of the six major chartered banks in Canada, or (b) bonds issued by the governments of Canada or the provinces. 16. Review of accounts 16.1 Who conducts a financial review of the Wakefield - La Pêche Chamber? An independent qualified accountant shall once per year, if the Board so requests, conduct a financial review of the Wakefield - La Pêche Chamber s books, accounts and records. 16.2 When is the financial review reported? The financial review for the previous year is presented to the membership at the annual general meeting. 16.3 What is the fiscal year of the Wakefield - La Pêche Chamber? For purposes of financial accounting and record keeping, the fiscal year of the Wakefield - La Pêche Chamber is April 1 to March 31. 17. Minutes, books and records 17.1 Where are the Wakefield - La Pêche Chamber books and records kept? The Wakefield - La Pêche Chamber books and records are kept in the Wakefield - La Pêche Chamber head office, or at the home of the Secretary or such other place that the Board approves. 17.2 Who can inspect the Wakefield - La Pêche Chamber books and records? The Wakefield - La Pêche Chamber books, accounts and records must be available for inspection upon the request of Board members. 17.3 Wakefield - La Pêche Chamber members may inspect the books, accounts and records upon reasonable notice given to the person responsible for keeping the books, accounts and records.

13 18. Bylaw amendments 18.1 How can bylaws be changed? (a) (b) The Wakefield - La Pêche Chamber bylaws may be amended by the directors at a Board meeting. Any changes must be ratified by the members at the annual general meeting. If the change is not approved, it ceases to have effect as of the date it was rejected. Approval by a minimum of three-quarters (75%) of the members present and who vote at the annual general meeting is needed to pass a resolution to ratify the by-law amendments. 19. Legal responsibility and indemnity 19.1 Are the Wakefield - La Pêche Chamber members personally responsible for the Chamber's debt or liability? No Wakefield - La Pêche Chamber member is personally responsible for the Chamber s debt or liability. The Board will arrange for liability insurance to cover the responsibility of its members. 19.2 Are people who act on behalf of the Wakefield - La Pêche Chamber personally responsible to pay the Chamber's penalties or liabilities? When Board members or others are authorized to act on behalf of the Wakefield - La Pêche Chamber, and a legal or administrative action results in costs or expenses, the Chamber will not require Board members or other authorized persons to pay any penalties, liabilities, costs or expenses, if the authorized persons: (a) (b) (c) (d) 20. Dissolution acted honestly and in good faith with a view to the best interests of the Chamber, in cases involving criminal or administrative action enforced by a monetary penalty, had reasonable grounds to believe their conduct was lawful, immediately notified the Chamber of any action or proceeding, and cooperated with the Chamber in its defence in a manner that was reasonable in the circumstances. What happens if the Wakefield - La Pêche Chamber dissolves? If the Wakefield - La Pêche Chamber dissolves, all of its assets will be redistributed to a registered charitable organization of the choosing of the Board. Adopted by the Board of the Wakefield - La Pêche Chamber on.