Constitution & by-laws
ARTICLE 1 – Constitution
1.1 The name of this organization shall be “The Summerland Chamber of Economic Development and Tourism”
1.2 The Summerland Chamber of Economic Development and Tourism exists to be a catalyst for the Business Community within the Municipality of Summerland and to enrich the quality of the economic, social and civic welfare of its membership.
1.3 The aims of the Chamber shall be those set out and approved by the Board of Directors in the Chamber`s Annual Strategic Plan.
1.4 The Chamber shall be non partisan, non sectarian and shall not lend its support to any candidate for public office.
1.5 The usual place of meeting for this Chamber shall be within the District of Summerland.
ARTICLE 2 – INTERPRETATION of the CONSTITUTION and BY-LAWS
2.1 The headings contained in this Constitution and By-Laws are for the convenience of reference only and shall not in any way affect the construction or interpretation of this Constitution and By-Law.
2.2 Wherever the words “Chamber” or “SCEDT” occur in these By-Laws it shall be understood to mean “The Summerland Chamber of Economic Development and Tourism” as a body.
2.3 Wherever the word “District” occurs in these By-Laws, it shall be understood to mean that area within and for which the Chamber was established as defined in the Certificate of Registration under the Board of Trade Act. (R.S.C.124, S.1)
2.4 Wherever the words “Board of Directors” or “Board” occurs in these By-Laws they shall be understood to mean the Board of Directors of The Summerland Chamber of Economic Development and Tourism.
2.5 Wherever the word “Director” occurs in these By-Laws it shall be understood to mean a Director of the Summerland Chamber of Economic Development and Tourism.
2.6 Wherever the words “Executive Committee” or the word “Executive” occur in these By-Laws they shall be understood to mean the Executive Committee of the Board of Directors of the Summerland Chamber of Economic Development and Tourism.
2.7 Wherever the word “Member” occurs in these By-Laws it shall be understood to mean a member of The Summerland Chamber of Economic Development and Tourism.
2.8 Wherever the word “Nominee” occurs in these By-Laws it shall be understood to mean a person who is appointed by a member of The Summerland Chamber of Economic Development and Tourism as its representative.
2.9 Wherever the word “person” occurs in these By-Laws it shall be understood to mean a natural person, a body corporate, a partnership, a society or an unincorporated association.
2.10 Wherever the masculine is used it shall be interpreted to include the feminine and vice versa. Wherever the singular is used it shall include the plural as the context and common usage may require.
2.11 Wherever the terms, “Team Leader” or “Manager” or General Manager” occur in these By-Laws they shall be understood to mean “Manager”
ARTICLE 3- MEMBERSHIP
3.1 Any person, corporation, sole proprietorship, association, society or estate, directly or indirectly engaged or interested in trade, commerce or the economic and social welfare of the District and having a Business License duly issued by the Municipality of Summerland will be a member of SCEDT. Any person whose main place of business is outside the District and through their work has a Summerland District License shall also be classed as a member. The voting power of such membership shall be assigned to individuals as set out in Article 4.
3.2 There shall be the following classes of Membership in SCEDT:
3.2.1 Associate Member- All persons classified as senior members of the community are encouraged to maintain a membership in SCEDT. Other residents of Summerland and community members are also encouraged to maintain a membership in SCEDT. Non profit associations, non profit societies or government agencies that have complied with the requirements of membership and whose annual membership fees are in good standing and regardless of corporate structure, shall be eligible to be associate members.
3.2.2 Corporate Member – A corporation, partnership, sole proprietorship including its nominee, that has complied with the requirements of membership and whose annual membership fees are in good standing.
3.2.3 Honorary Life Member – A person who has distinguished themselves by having given long and outstanding service to SCEDT or by providing some exceptional meritorious business, professional or public service in the District may be elected as an Honorary Life Member of SCEDT by a majority vote of the Board. Such Honorary Life Membership shall include all the privileges of membership but is exempt from payment of the SCEDT annual dues. An Honorary Life Member may not hold office in SCEDT.
3.3 Application for membership shall be submitted annually with the appropriate fee issued by the Corporation of the District of Summerland. Such membership will be for one (1) year.
3.4 Businesses establishing themselves during the course of the year shall pay on a pro rata semi-annual basis.
3.5 Associate Membership in the SCEDT shall be terminated and the rights and privileges of membership cancelled and forfeited in one or more of the following events:
3.5.1 A new Associate Member failing to pay the appropriate fees within thirty (30) days of their admission.
3.5.2 An Associate Member who fails to pay their annual dues within ninety (90) days of the date they fall due.
3.5.3 In any circumstance in which the Board is of the opinion that the membership of any person should be reviewed in the general interest of the SCEDT, it shall give written notice of not less than ten (10) days to the member, that continuation of their associate membership will be considered at a meeting of the Board, specifying the time and place thereof. The member shall be invited to attend said meeting to hear the matters of complaint and make answer. The member shall be expelled from the membership upon a resolution for expulsion being passed by a majority vote of the Board.
3.5.4 An Associate Member may withdraw from membership in the SCEDT by giving ten (10) days notice in writing and having discharged all liabilities of the member to the SCEDT. A member who withdraws after the appropriate annual fee has been paid shall not be entitled to a refund.
3.6 An Associate Member who has been expelled or had their membership cancelled may appeal to the general membership. Such appeals would be heard at an Annual General Meeting or an Extraordinary General Meeting. The membership would be reinstated if a resolution was passed by majority vote at such a meeting.
3.7 Application for and transfer of, membership in the SCEDT shall be accepted upon a resolution being passed by a majority vote at a meeting of the Board of Directors.
ARTICLE 4 – VOTING RIGHTS
4.1 Each member in good standing shall be entitled to one (1) vote per member business at any Annual General Meeting or Extraordinary General Meeting of the SCEDT. A corporate member shall delegate in writing its voting power to its accredited nominee.
4.2 Only Directors of the SCEDT shall vote at Board Meetings.
4.3 Motions at all meetings shall be passed by majority vote unless otherwise provided in these By-Laws.
4.4 Voting shall normally be by a show of hands or if requested by the chair a standing vote. A ballet shall be taken if requested by five (5) or more members.
4.5 No proxy votes shall be permitted at any Executive Committee, Board of Directors, Annual General or Extraordinary General Meetings of the SCEDT.
4.6 The presiding officer shall only vote on motions in the case of a tie except in elections where he may cast a ballot.
ARTICLE 5 – DUES and ASSESSMENTS
5.1 Annual membership dues shall be payable by each member of the SCEDT except Honorary Life Members.
5.2 The amount of the annual general membership dues shall be payable in the form of the Summerland Business License fee and made payable to the Summerland Municipal Council.
5.3 Associate membership fee structure shall be set by the Board of Directors and reviewed annually.
5.4 Other assessments may be levied on all members of the SCEDT provided that they are proposed by the Board of Directors and approved by a majority of members present at an Annual or Extraordinary General Meeting. The notice calling such a meeting shall clearly state the reason and the amount of the proposed assessment. Such notice shall be conveyed to the general membership at least ten (10) days prior to the meeting.
ARTICLE 6 – EXECUTIVE COMMITTEE and BOARD of DIRECTORS
6.1 The Board of Directors shall be composed of seven (7) elected Directors none of whom shall be a paid employee of the SCEDT.
6.2 The Executive Committee shall comprise of the President, Vice President and Treasurer all of whom shall be elected from among the directors each year following the Annual General Meeting and shall remain in office for one (1) year or until their successor shall be elected or appointed. The immediate Past President shall also form part of the Executive Committee until the next Annual General Meeting. The Manager of the Chamber will be a non-voting member of the Executive Committee.
6.3 No member of the Executive Committee shall hold office for more than three (3) terms in succession.
6.4 The directors shall be elected for a two (2) year term, with one half of the Directorate retiring each year.
6.5 Whenever it is necessary to elect more than one half (1/2) of the Directors, the nominees receiving the greatest number of votes shall be elected for a two (2) year term and the remainder for a one (1) year term.
6.6 Liaison officers from various community bodies shall be appointed and should ideally include at least: One (1) Council member and a School District Board representative. These appointments normally shall be made for a period of two (2) years.
6.7 The Board of Directors shall have the following responsibilities for the SCEDT:
6.7.1 Guidance and Direction including its Mission, Vision and Goals.
6.7.2 Establishing and maintaining Organizational standards of Conduct
6.7.3 Providing Organizational oversight. 6.7.4 To protect the interests of the Organization.
6.7.5 Ensuring the financial health and sustainability
6.7.6 Knowledge of and relationship with stakeholders.
6.8 The Executive Committee shall act on behalf of the Board in urgent matters arising between regular meetings. Any decisions made by the Executive Committee shall be ratified at the next meeting of the Board.
6.9 The Board of Directors shall from time to time frame such Constitution and By-Laws, rules and regulations as appear to be best adapted to promote the welfare of the SCEDT and the members of the business community of Summerland and submit these for adoption at a General Meeting of the SCEDT. Such notice shall be conveyed to the membership at least ten (10) days prior to the meeting.
6.10 Upon recommendation of the Executive Committee, the Board shall hire a General Manager who will report to the Board through the President. The General Manager shall administer the affairs of the Chamber and execute Board policy. Once in office the General Manager shall provide advice to the Board on matters of policy and procedure, as well as supervise the administration and personnel of the SCEDT. All staffing matters including hiring, termination, salary and benefits of the SCEDT`s support staff shall be the responsibility of the General Manager. Where such decisions could impact Stakeholder interests or breach financial limits the General Manager shall request approval from the Executive Committee before action.
6.11 The Executive Committee shall be responsible for reviewing the performance and salary of the General Manager and have the authority to set the annual remuneration of the General Manager within the Chamber`s operating budget.
6.12 The President or in their absence the Vice President or in their absence the Treasurer shall preside as Chair at all Executive Committees and Board of Directors and Annual General Meetings of the SCEDT. If all three (3) are absent from a meeting otherwise properly constituted the members present shall appoint a chair to act temporarily. The Chair shall regulate the order of business at all such meetings.
6.13 The President, Vice President or the Treasurer or such person as may be designated shall sign all official documents, agreements and other papers requiring signature on behalf of the SCEDT.
6.14 Any Director of the SCEDT shall be suspended from their office or have their tenure of office terminated, if by a majority vote of the Executive Committee they are deemed to be grossly negligent in the performance of their duties. Any Director so suspended may appeal to the membership at an Annual General Meeting or Extraordinary General Meeting. Reinstatement shall follow if there is a resolution passed to that effect by a majority vote of the members.
6.15 A Director absent from four (4) meetings of the Board in one (1) year without just cause shall be considered to have resigned office.
6.16 Any vacancy on the Board of Directors which may occur during the year shall be filled for the duration of the expired term of such vacancy. Such appointments shall be made by the President in consultation with the other Board members and deemed to be an elected Director for the purposes of this By-Law.
6.17 Public announcements in the name of SCEDT shall only be made by the President or in their absence by the Vice President or Treasurer unless the Board has delegated this authority to some other person in special circumstances.
ARTICLE 7 – COMMITTEES
7.1 Standing Committees, task forces and other ad hoc committees may be formed as necessary and appropriate to carry out the mission of the Chamber.
7.2 The President and General Manager shall be ex-officio members of all committees.
7.3 The Board shall draft or cause to be drafted terms of reference for each committee or task force to reflect the purpose, organization, and membership of each one. The terms of reference shall be reviewed annually. No action or resolution of any committee of the SCEDT shall be binding upon or expressive of the opinions of the SCEDT, unless such actions or resolution has first been approved by the Board. Likewise there shall be no public statements unless first authorised to do so by the Board.
7.4 No committee of the SCEDT or any member thereof shall contract any debt on its behalf unless this has first been approved by the Board.
7.5 The Board may dissolve any committee or task force as it deems necessary by majority vote of those present.
ARTICLE 8 – NOMINATING COMMITTEE
8.1 At least ninety (90) days prior to the Annual General Meeting the President shall appoint a nominating committee which shall include where possible the immediate Past President, President and two (2) SCEDT members.
8.2 At least 4(four) weeks prior to the Annual General Meeting the general membership will be advised of their right to nominate candidates from member organisations in good standing, for election to the Board.
8.3 The Nominating Committee shall receive all nominations and try to ensure that the slate of potential Directors to be presented to the membership is representative of the business base in Summerland. The Nominating Committee shall publish the final list of the potential Directors at least fourteen (14) days before the annual general meeting. A ballot with removal registration number shall be sent to every member of SCEDT also at least fourteen (14) days before the Annual General Meeting. The deadline for ballots to be returned will be stated on the forms.
8.4 No person will be nominated for office unless their consent to serve has been received and that person is a member of good standing of the SCEDT.
8.5 Proxy voting will not be permitted and there shall be no nominations from the floor.
8.6 Election results will be announced at the Annual General Meeting.
ARTICLE 9 – OATH of OFFICE
9.1 Before taking office as a Director of the SCEDT the member shall subscribe on oath in the following form: “I swear that I will faithfully and truly perform my duties as a Director of the Summerland Chamber of Economic Development and Tourism. I so swear.” This oath shall be performed before the Mayor of Summerland or their official representative, or a Justice of the Peace.
ARTICLE 10 – MEETINGS
10.1 The Annual General Meeting of the SCEDT shall be held within ninety (90) days after the fiscal year end.
10.2 Extraordinary or Special General Meetings shall be called when summoned by the President or requested in writing by any three (3) Directors of the Board or any ten (10) members of the SCEDT. At least forty eight (48) hours notice of such a meeting shall be conveyed to all Members of the SCEDT.
10.3 The Board of Directors shall meet from time to time as may be necessary to carry on the business of the SCEDT but not less than eight (8) times per year. At least twenty four (24) hours notice of such meetings shall be given to all Directors. Non receipt of a notice by any Director shall not invalidate the proceedings of any Board of Directors.
10.4 The Executive Committee shall meet from time to time as determined by the President.
10.5 At any Annual General or Extraordinary General Meeting twenty (20) members shall constitute 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 meeting.
10.6 The three (3) duly elected or appointed members of the Executive Committee lawfully met shall be a quorum and a majority of such a quorum may do all things within the power of the Executive Committee.
10.7 Any four (4) Directors lawfully met, shall be a quorum and a majority of such a quorum may do all things within the power of the Board.
10.8 Any meeting of the Board shall be open to all members of the SCEDT and may participate if the Chair signals this intent but such members shall not vote.
10.9 Minutes of the proceedings of any Executive Committee, Board of Directors or General Meeting shall be entered in books and retained on file. The entry of such minutes shall be signed by the President or Vice President or Treasurer or other person who presides as Chair at the meeting at which they are adopted. Minutes shall be recorded by the General Manager or designated staff for permanent records. Such records shall be open for inspection during regular office hours to any member of the SCEDT.
ARTICLE 11 – FINANCES
11.1 The fiscal year of the SCEDT shall commence on the first day of January each year.
11.2 The Executive Committee shall establish an accounting system adequate to the current needs of the Chamber and in accordance with generally accepted accounting principles. The Executive Committee shall draw or cause to be drawn a budget at the commencement of the fiscal year. This budget shall be presented to the Board for approval.
11.3 Funds for the operation of the SCEDT shall be raised by Business License fees as collected by the Corporation of the District of Summerland, Chamber Annual fees, special assessments, grants, voluntary contributions, special events and from fees for services as appropriate.
11.4 The Executive Committee shall be specifically charged with administering the financial affairs of the SCEDT and shall have the responsibility with power to act on all routine matters affecting the general administration and finance of the SCEDT. All financial matters shall be reported to the Board of Directors.
11.5 The Executive Committee shall have authority to order disbursements for necessary expenses and may grant to any committee a reasonable amount of money for special work provided such amount does not exceed the budget allowed as approved previously by the Board.
11.6 The Treasurer shall have charge of all funds of the SCEDT and shall deposit or cause to be deposited the same in a recognized financial institution in the District as designated by the Executive Committee. The Treasurer shall make or cause to make, such investments of funds of the SCEDT as the Executive Committee may direct. The Treasurer shall pay or cause to be paid, amounts approved by the Executive Committee and shall keep or cause to be kept, a regular account of the income and expenditures of the SCEDT. The Treasurer shall submit or cause to be submitted, an annual financial statement for presentation at the Annual General Meeting and interim monthly financial statements for presentation to the Board on a monthly and year to date basis.
11.7 The Board on behalf of and in the name of the SCEDT, shall have the power to incur debts or enter into contracts of any kind to further the interests of the SCEDT, provided however that no purchase, sale or mortgage of real estate shall be made until approved by a majority vote of the members present at a General Meeting. The notice calling such a meeting shall convey to the membership the full intent of the proposed action.
11.8 Signing authority for the SCEDT in respect to monies and securities shall be vested in any two (2) of the President, Vice President or Treasurer.
11.9 An audit or review of the books and accounts of the Chamber will be made annually by a qualified accountant duly appointed by the Board.
ARTICLE 12 – PROCEDURES
12.1 Unless otherwise established in advance by the Board procedures followed at all meetings of the SCEDT shall be in accordance with the Rules of Order by Roberts.
12.2 No debate at any General Meeting of the Board shall be permitted except on a motion duly made and seconded, nor shall any member speak twice on the same motion except by permission of the Chair or by way of explanation. Nor shall any member speak longer than ten (10) minutes on any question without leave of the Chair of the meeting.
12.3 Only members of good standing shall be entitled to vote at any meeting of the
SCEDT ARTICLE 13 – CONSTITUTION and BY-LAW AMENDMENTS
13.1 The By-Laws and Constitution may be amended, repealed or replaced by a Special Resolution at any Annual or General Meeting. The proposed amendments shall accompany the Notice of the Meeting. Such amendments shall be agreed by a majority vote of Members in good standing in attendance at such a Meeting.
13.2 Such By-Law and Constitution changes shall be binding on all members of the Chamber, its officers and all other persons lawfully under its control on approval of the Secretary of State of Canada. 13.3 With the adoption of these By-Laws all former By-Laws are hereby repealed. Dec 20th 2009