Chamber of Foremost Bylaws
The following bylaws outline the structure, responsibilities, and operational procedures of the Foremost & District Chamber of Commerce. They are intended to guide the organization in its mission to support local business, ensure transparent governance, and foster economic growth within the community.
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ARTICLE I: NAME AND OBJECTIVES
- The name of this organization shall be the Foremost and District Chamber of Commerce.
- The Principal Object of the Foremost and District Chamber of Commerce is:
- The usual place of meeting shall be in the Chamber Office.
- The Foremost & District Chamber of Commerce shall be non-sectional and non-sectarian and shall not lend its support to any candidate for public office.
- Wherever the words “The Chamber” occur in these by-laws, they shall be understood to mean “The Foremost and District Chamber of Commerce as a body.”
- Wherever the words “The Board” occur in these by-laws, it shall be understood to mean “The Board of the Foremost and District Chamber of Commerce.”
- Wherever the word “District” occurs in these by-laws, it shall mean that area, within and for which this Chamber was established as defined in the Certificate of Registration under the Boards of Trade Act.
- Any reputable person, Association, Corporation, Society, Partnership or Estate directly or indirectly engaged or interested in trade and commerce of the district, shall be eligible for membership in the Chamber upon voluntary payment of applicable dues and assessments as provided in Article IV.
- 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 Board.
- Any member of the Chamber, who intends to retire there from or to resign his 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 Chamber against him at the time of such notice.
- The Board may remove from the roll of members the name of any newly enrolled member failing to pay his/her annual dues within thirty days of his/her admission, or of any other member who fails to pay such dues within three months of the date on which they fall due. Upon such action by the Board, all privileges of membership shall be forfeited.
- Any member of the Chamber may be expelled by a two-thirds vote of the Board, subject however, to a right of appeal of such member to the general membership at a duly convened general meeting whose decision shall be final.
- Persons who have distinguished themselves by some meritorious of 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 dues.
- Any such member previously active in Chamber affairs and who has retired from active business or professional life shall be eligible for an appropriate class of membership.
- A member being an association, corporation, partnership, estate or society shall designate in writing a representative or representatives (as hereafter limited) to exercise the rights and privileges of the members in the chamber and such designation may be changed from time to time in writing. Every member shall be entitled to one representative and additional representatives in accordance with such rules or regulations as may be established by the Chamber from time to time. Each representative so designated shall himself /herself (during the continuance of the designation and while the designating member is in good standing) be deemed to be a member for all the purposes of the Chamber.
- The annual dues payable by members of the Chamber shall be determined annually by the Board, subject to the approval of the annual general meeting whenever a change in the original amount is involved.
- Other assessments may be levied against all members, provided they are recommended by the Board and approved by a majority of the members present at a General meeting of the Chamber. The notice calling such General meetings shall state the nature of the proposed assessment.
- The Annual Fee for each member shall be due and payable on January 1st of each year.
- Officers of the Executive Committee will consist of: A President, Vice President, Secretary and Treasurer and 5 Directors and shall be elected from among the members each year at the annual General meeting by ballot and shall form the Board. They shall remain in office for one year or until their successors shall be appointed.
- Where a member of the Board or a Director dies or resigns his office the Board may, at any meeting thereof, elect a member of the Board, in place of the member who had died or resigned.
- Five Directors shall be elected from among the members and shall remain in office for one year and elected at the Annual General Meeting by ballot and shall remain in office for one year or until their successors shall be appointed.
- Any officer of the Board or a Director may be suspended from his/her office or have his/her tenure of office terminated if, in the opinion of the Board he/she is grossly negligent in the performance of his/her duties, providing however, that any officer or Council member so suspended or whose tenure of office has been terminated, shall be at liberty to appeal the decision of the Board directly to the membership at the next General Meeting.
- The Board shall have the general power of administration and may hire a responsible person to administer activities of the Chamber under the direction of the Board.
- The Board 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 Chamber provided, however, that such powers are not inconsistent with the provisions of the Boards of Trade Act.
- Any five (5) or more members of the Board, lawfully met, shall be a quorum and a majority of such quorum may do all things within the powers of the Board.
- The Board shall frame such by-laws, rules and regulation as appear to it, best adapted to promote the welfare of the Chamber, and shall submit them for adoption at a general meeting of the Chamber called for that purpose.
- The Board or at his/her request, the President, may appoint committees or designate members of the Board, the Chamber or others, to examine, consider and report upon any matter or take such action as the Board may request.
- The Board may suspend any chairman from office or have his/her office terminated for just cause. Any committee may be terminated by the Board.
- No paid employee of the chamber shall be a voting member of the Board or any executive committee. Officers of the Chamber shall receive no remuneration for services rendered, but the Board may grant any of these said officers reasonable expense monies. A general meeting of the Chamber may establish such honoraria as it may deem advisable for its officers.
- The meetings of the Board shall be open to all members of the Chamber, who may attend, but may not vote, and may participate in the proceedings upon being granted standing, by the Chair or by a majority vote of the Board.
- 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.
- The President shall preside at all meetings of the Chamber and Board. He/She shall regulate the order of business at such meetings, receive and put lawful motions, and communicate to the Chamber what he/she may think concerns the Chamber. The President shall, with the Treasurer or Secretary Sign all papers and documents requiring signature on behalf of the Chamber, unless someone else is designated by the Board. It shall be the duty of the President to present a general report of the activities of
- the year at the annual meeting.
- Vice-President shall act in the absence of the President.
- The Board shall be responsible for keeping the books of the Chamber, for conducting its correspondence, retaining copies of official documents.
- Secretary duties are as follows, maintaining accurate and clear records of meeting minutes, recording and keeping Annual General Meeting minutes, recording policy changes as voted on by the Chamber Board, Directors and members and keeping the records up to date and available to the Board or members when requested within a reasonable time, recording and keeping current members of the Chambers names, addresses and contact numbers, the Secretary shall have custody of the Corporate Seal if applicable.
- The Treasurer shall, with the President or Secretary sign all papers and documents requiring signature or execution on its behalf. The Board shall maintain an accurate record of the proceedings of the Chamber and of the Board.
- Directors duties shall be as follows, use their best effort at all times to promote the objects of the Chamber and to exercise all of their duties in the best interest of the chamber, to provide direct liaison with the Chamber and members and to bring to attention to the Board the concerns of such members, to advise the Executive on matters of policy which arise during the course of the year provided that such are not inconsistent with policies arrived at the annual general meeting, to safeguard and insure the exercise of due diligence in the management and funds held by the Chamber.
- The Board shall designate ad hoc and Standing Committees for the current membership year and shall appoint for each such committee designated a Chairman.
- Such committees, standing or ad hoc, shall act in the best interests and within the by-laws of the Chamber and such shall be directly responsible to the Board or Chamber as specifically delegated.
- The Annual Meeting of the Chamber shall be held in the month of January in each year at the time and place determined by the Board At least two weeks’ notice of the Annual Meeting shall be given.
- Regular General Meetings of the Chamber shall be held monthly (except when waived by a general meeting) at the time and place designated by the Board. At least one week’s notice of such meetings shall be given.
- Special General Meetings of the Chamber may be held at any time when summoned by the President or requested in writing by any three directors of the Board. At least one day’s notice and purpose of such meetings will be given to allow the members to make a reasoned decision.
- The Executive Committee shall meet from at regular general meetings of the Chamber at least once a month excluding July and August as may be necessary to carry on the business of the Chamber. Location determined by the Board.
- Notice of all meetings, naming the time and place of assembly, shall be given by the Secretary. A notice inserted in one or more of the newspapers published within the district or a circular letter signed by the Secretary and mailed/emailed/faxed to the last known address of each member shall constitute sufficient notice.
- At any Annual General Meeting seven (7) Members shall be a quorum and, unless otherwise specifically provided, a majority of member’s present shall be competent to do and perform all acts which are, or shall be, directed to be done at any such meeting.
- Minutes of the proceedings of all General and Board meetings shall be entered in books to be kept for that purpose, by the Secretary.
- The entry of such minutes shall be signed by the person who presides at the meeting at which they are adopted.
- All books of the Chamber shall be open for inspection at all reasonable hours by any member of the Chamber, free of charge.
- Every member in good standing represented at any General meeting shall be entitled to one vote provided that the vote per member of an Association, Corporation, Society, Partnership, or an Estate member shall in each case be assigned to individuals’ subject to the provisions of these by-laws. All directors have equal voting rights.
- Voting at Board or General Meetings shall normally be by a show of hands or, if requested by the chairman, by a standing vote. A roll call vote shall be taken, if requested by five (5) members provided such request received approval of two-thirds of the members assembled.
- The presiding officer shall have a vote.
- Motions or amendments shall be carried at any Board, or General meeting by a majority vote unless otherwise provided in these by-laws.
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(a) The election of officers shall be carried out at the Annual General Meeting of the Chamber.
(b) The Board shall, at its meeting in September of each year, appoint a nominating committee, consisting of two (2) members.
(c) The Nominating Committee shall obtain the consent of sufficient members to cause an election for President, Vice-President, Treasurer and Secretary for a one-year term of office and to present the slate at the January regular meeting. This slate shall be circulated to all members at least 10 days prior to the January meeting.
- At the Annual General Meeting of the Chamber the nominating committee shall nominate one member for each position on the Board. Any number of nominations may be made from the floor by members of the Chamber with the prior consent of the nominee.
- Officers and members of the Board elected at the meeting shall take office following the Annual General meeting in January.
- By-laws may be made, replaced amended or voted on by a majority of the members of the Chamber present at any General Meeting, providing notice of such making, replacement, or amendment had been given in writing by one member 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. They shall come into force and be acted upon when they have been approved first by the membership and then by the Minister of Consumer and Corporate Affairs, or such Minister as may be responsible under the Boards of Trade Act of such other Act which may be enacted in substitution thereof.
- The Chamber, at the discretion of the Board shall have power to affiliate with the Canadian Chamber of Commerce, the Alberta Chamber of Commerce (provincial or regional Chambers), or any other organizations in which membership may be in the interest of the Chamber.
- The fiscal year of the Chamber shall commence on the 1st day of January in each year.
- An Auditor shall be appointed from the membership.
- Accountants shall be appointed by the Board and they shall compile the books and accounts of the Chamber at least once in each year. An audited financial statement shall be presented by the Treasurer at each Annual Meeting and at any other time required by the Board.
- Parliamentary procedure shall be followed at all General and Board meetings in accordance with “Rules of Order” by Roberts.
To build and perpetuate confidence in business enterprise to a level where, willingly and enthusiastically they risk resources to achieve economic success in Foremost and District.