By The Chamber, we mean The West Island of Montreal Chamber of Commerce.
By the Board of Directors, we mean a maximum of fifteen (15) directors elected and acting in accordance with the provisions of these By-laws.
By Member, we mean any member admitted in accordance with the provisions of these By-laws.
By Qualified member, we mean all members whose membership has been paid in full for the current year and who are otherwise in good standing with the Chamber.
MISSION AND GOALS
Our mission is to encourage and promote the development of our business community.
- To bring together business people from the West Island and its surrounding areas to participate in its industrial, commercial and economic development. Promote, protect and develop the economic, social and professional interests of our members.
- Represent the interest of Chamber members with regards to public administration and public bodies.
- Promote training in unison with leaders in the field.
- Provide networking opportunities for our members.
- Promote the West Island by actively participating in regional, provincial and federal activities as well as in various committees and board activities.
- Recognize local business excellence.
QUALIFICATION AND ADMISSION OF MEMBERS
Qualification of the member : Any individual or company who is directly or indirectly involved or interested in the industry, commerce or in the economic, civic and social well-being of the West Island, whether or not resident of the West Island, is eligible to become a member of the Chamber.
Application for membership : Applications for membership in the Chamber shall be made in writing, signed by the candidate and submitted to the Director General. Each application must be accompanied with a payment for the first year of membership.
Admission : The Board shall be kept informed, on a regular basis of all membership applications, and may refuse any such application for just cause only. If the application is accepted, this person becomes a member of the Chamber.
At any general meeting of members, a qualified member may nominate any qualified person for membership, provided that he has filed an application for membership in accordance with the articles cited above, even though the Board may have previously refused this application.
Any qualified person whose application for membership is accepted by the Board or has been approved by a majority vote of those members present at a general meeting, shall thereafter be a full member of the Chamber with all of the rights and obligations pertaining thereto.
Membership card : A membership card for the current year shall be distributed to all qualified members. Only qualified members shall have the right to vote at the General Meetings of members.
Honorary membership : The Board of Directors may recommend to the members of the Chamber, an honorary membership for those persons who have rendered particular or outstanding service to the Chamber or to the community or who, by reason of their official position, may be in a position to do so. Such persons shall be entitled to receive notice of, and to attend all meetings of the members of the Chamber, but shall not have a right to vote thereat, unless otherwise qualified.
RESIGNATION OR DISQUALIFICATION
Resignation : Any member who wishes to terminate their membership in the Chamber may do so at any time by giving written notice to the Director General of their intention, and upon payment of any amount owing to the Chamber at that time. No portion of the annual membership dues paid by such member shall be refunded.
At a duly convened general meeting, the members of the Chamber may terminate the membership of any person for just cause, provided that a written notice has been given to this person at least ten (10) days before the meeting, and provided that such person may, if he wishes, to address the meeting for no more than fifteen (15) minutes on the subject of such termination, and provided that at least two-thirds (2/3) of the members present at such a meeting are in favour of such termination.
Annual membership : The membership rates are established by the Board of Directors at the beginning of each fiscal year, and any change is subject to approval by members at the annual general meeting. Annual dues are payable at the time the member is admitted to the Chamber, and are payable on the same date each year thereafter.
The Officers of the Chamber are as follows: one (1) Chairman, one (1) President, one (1) Vice-Presidents, one (1) Vice President – Corporate Affairs, and one (1) Treasurer, all of whom are qualified members and who were duly elected or appointed to the Board of Directors in accordance with Chamber by-laws.
BOARD OF DIRECTORS
The Board of Directors shall consist of a maximum of fourteen (14) directors elected in accordance with Chamber by-laws or the persons appointed to replace them, and a Chairman of the Board (Past President).
ELECTION OF THE DIRECTORS
Board Governance Committee : A Board Governance Committee, made up of the Chairman of the Board, the Vice President – Corporate Affairs and one other member of the Board of Directors, shall meet each year in the month of August to prepare a list of a minimum of six (6) candidates for nomination for election to the Board of Directors. If required, the President shall fill any vacant seat on the Board Governance Committee. The committee shall make its report to the annual general meeting held each year in the month of September, and the persons named in this report shall be deemed nominated for election at that meeting. Nominations may be made from the floor at that meeting by any qualified member duly seconded by any four (4) other qualified members provided that the proposed candidate signifies his willingness to stand for election at that meeting.
Mandate : At the annual general meeting held each year in the month of September, six (6) qualified members shall be elected to the Board of Directors for a term of two (2) years.
Secret Ballot : If there are more than six (6) candidates nominated for election to the Board of Directors, a secret ballot shall be held.
Vote : Each qualified member present at the annual general meeting shall vote for no less than six (6) candidates, and those six (6) candidates receiving the largest number of votes shall be declared elected.
In the event that it is necessary to break a tie vote in order to declare six (6) persons elected, a second ballot shall be held between those persons who are tied in the voting.
ELECTION OF OFFICERS
Elections : Within the eight (8) days following the general meeting held each year in the month of September, the Board of Directors, shall meet and elect, from among themselves, one (1) President, one (1) First Vice President, one (1) Vice President – Corporate Affairs, and one (1) Treasurer to hold office for a term of one (1) year, or until their successors are elected. The term of all Officers and members of the Board of Directors shall begin at the time of that general meeting.
If there is more than one candidate for one (1) or more of the positions, the Board of Directors will delegate the Chairman of the Board to act as President of the Election.
Voting takes place in the following order:
- Election of the President
- Election of the First Vice President
- Election of the Vice President – Corporate Affairs
- Election of the Treasurer
The procedure for the elections is as follows:
(a) Nomination of the Chairman as a President of Elections (b) Nomination by proposal; (c) Closure of nominations; (d) Verification with the candidates beginning with the last one nominated. The candidates must state whether or not they agree to allow their names to stand for election; (e) Vote by secret ballot, if there is more than one candidate per seat to be filled; (f) Re-vote (maximum of two (2) times) if there is a tie; (g) Candidates who receive the most votes are declared elected. If a tie persists, the President of the Election will call for a new vote. If a tie vote persists after three (3) ballots, the winner will be determined by lottery between the candidates who are tied.
Oath of office : Before taking office, each member of the Board of Directors shall take an oath before a Commissioner of Oaths.
RESPONSABILITIES OF THE OFFICERS, DIRECTORS AND DIRECTOR GENERAL
Filling of Vacancies : In the event of death, resignation, bankruptcy, incapacity, criminal conviction, absence from four (4) consecutive duly convened Board meetings, or any other permanent vacancy occurring on the Board of Directors, the Board may, at its next meeting, by two-thirds (2/3) vote, replace such person for the duration of his term of office with any other qualified member.
President : The President shall preside over all Chamber general meetings and at all meetings of the Board of Directors, and shall vote only in order to break a tie.
The President is the Chief Executive Officer of the Chamber, and as such, promises to fulfill all of the duties attached to this office.
The President is an ex-officio member of all Chamber committees.
Chairman (Past President) : In the absence of the President, the Chairman shall assume the responsibilities of the President. The Chairman participates in Executive and Board Governance Committees.
Vice Presidents : In the absence of the President and the Chairman, the Vice-Presidents will select someone from among themselves, to assume the duties of President. In the absence of the President and all of the Vice-Presidents, any other member of the Board of Directors may be appointed by a majority vote of the Board to assume office of Interim President.
Vice President – Corporate Affairs :The Vice President – Corporate Affairs shall be the custodian of the seal of the Chamber and shall take the minutes for general meetings of the Chamber, meetings of the Board of Directors and meetings of the Executive Board. He shall also authenticate and issue true copies of any Chamber document.
Treasurer : The Treasurer or his delegate shall be responsible for the keeping of the financial records of the Chamber, the collection of its receipts and the payment of its debts, all subject to the approval of the Board of Directors.
The Treasurer shall make a full report of the Chamber’s financial operations at its annual general meeting of members and at any other time when requested by the Board of Directors.
The Treasurer or his delegate shall deposit the funds collected by the Chamber account with a chartered bank, trust company or caisse populaire selected by the Board of Directors for that purpose.
Director General : The Board of Directors has the right to select a Director General, to define his responsibilities and to establish the term of his remuneration.
Directors : Chamber Directors shall receive no remuneration for their services and work voluntarily on behalf of the Chamber. However, they may be reimbursed for authorized expenses incurred on behalf of the Chamber. Their authority and their duties shall be established in accordance with the “Canada Business Corporations Act” for directors of such corporations.
Annual General Meeting of Members : The annual general meeting of the Chamber shall be held each year within six (6) months following the end of the financial year. Members shall meet to conduct business, hear reports of committees and officers, appoint the auditor and elect Directors to the Board. The members will be informed of the Annual General Meeting of Members at least twenty (20) days in advance, either by e-mail, fax or mail at the address listed for them with the Chamber.
Special General Meeting of Members : Special General Meetins may be called by a majority of the Board of Directors or by ten (10) qualified members of the Chamber whose demands shall be made in writing and signed by them, and shall indicate the reason therefore, in which event the special meeting of members shall be held within twenty (20) days from the date of the receipt by the Vice President – Corporate Affairs of such notice. No other business will be conducted at this meeting.
Board of Directors Meetings : The Board of Directors shall meet at least eight (8) times during the year.
The Board of Directors will, at their own discretion, communicate by means of teleconferencing, or by other means of telecommunication, principally by email in order to discuss, deliberate and to make resolutions on decisions pertaining to the Chamber.
Special Meetings of the Board of Directors can be called by the President or by four (4) members of the Board of Directors whose request for such a meeting shall be made in writing to the Vice President – Corporate Affairs shall state the reason for calling such a meeting and be signed by them. The meeting of the Board of Directors shall be held within five (5) days from the date of the receipt of such a notice by the Vice President – Corporate Affairs.
The Vice President – Corporate Affairs will undertake all of the steps necessary to inform members, either through e-mail, fax or mail, at the addresses listed for them with the Chamber, of all General Meetings at least ten (10) days in advance thereof, and all Directors of all meetings of the Board of Directors at least five (5) days in advance thereof.
Cancellation of a regularly scheduled meeting : Cancellation of a regularly scheduled meeting due to weather, national emergency or lack of quorum may arise. The President is responsible for making the decision to cancel the meeting. Directors will be informed of such cancellations at least four (4) hours in advance, and will be notified by telephone or e-mail. The meeting will be rescheduled at the earliest possible convenience.
The Board of Directors shall constitute such committees as it may consider necessary to carry out the purposes of the Chamber, shall establish their terms of reference, shall name their chairpersons, and shall dissolve them when their functions are completed. The members of such committees shall have the powers and authority necessary to fulfill the functions of such committee, and shall hold office until the committee is dissolved, or until the annual general meeting of the members of the Chamber next following their appointment.
All Chamber committees shall report and be responsible to the Board of Directors.
Decisions : Except as otherwise stated in the current by-laws, all matters arising at General Meetings or atBoard Meetings, shall be decided by a majority vote.
Other dispositions: All qualified members of the Chamber of Commerce shall be entitled to attend meetings of the Board of Directors, but may not enter into the deliberations of the Board of Directors, unless requested to do so by the Chairman.
Twenty (20) qualified members of the Chamber shall constitute a quorum at any general meeting of members, and for Board of Directors meetings, 50% plus one (1) of active members of the Board, calculated on a pro-rata basis of the smallest even number shall constitute a quorum. Voting by proxy will not be permitted at either a general meeting of members or at a meeting of the Board of Directors.
With regards to the validity of the deliberations of the Board of Directors’ meetings held by teleconferencing or any other means of telecommunication, the following measures need to be applied by members participating by any form of telecommunication, thus confirming their identify and their participation in order to register the number required for quorum and calculation a majority:
- The attendance list for all Board of Directors’ meetings must identify those members who participate by teleconferencing or by another means of telecommunication.
- The President of the Board of Directors’, or any substitute designated by him will be responsible for setting up the teleconferencing call, thus assuring the protocols for all meetings.
In the event of other modes of telecommunication, most notably for communication via email, the above mentioned directives must be observed to facilitate the procedures already in place for the course and development of Board meetings with respect to the rules and regulations already set in place.
The proceedings of all general meetings and meetings of the Board of Directors shall be governed by the usual rules of parliamentary procedure.
The President shall rule on all matters of order and of privilege and his decision on such matters may only be reversed by a majority vote of those qualified to do so at such meetings.
The Chamber’s fiscal year shall end each year on the 30th of June.
The members of the Chamber at the annual general meeting shall choose either two (2) persons from among their members, or one (1) person not a member of the Chamber, to act as auditors of the financial affairs for the Chamber for that year. The Auditors shall make their report to the annual meeting each year or more often, should the members of the Chamber so require by majority vote. In the case of the absence of the auditor, the Treasurer shall give the auditor’s report.
Where the masculine is used in these By-laws, it shall be deemed to include the feminine, and the singular and the plural shall be deemed to be mutually inclusive.
The current by-laws may be amended by a two-thirds (2/) vote of those present at a general meeting of the members of the Chamber provided that a notice of intent to make such an amendment has been given at a previous meeting of the members and that the text of the proposed amendment is available for consultation at the Chamber’s office, and at the meeting at which it will be voted upon.
The current By-laws were modified and adopted at a General Annual Assembly meeting held on September 26th, 2007.