BY-LAWS

AMENDED AGM DECEMBER 10, 2009

Suite 3, 144 Old Kingston Road, Ajax, ON  L1T 2Z


By-Law No. 1


A by-law relating generally to the conduct of the business and affairs of the

Ajax-Pickering Board of Trade

(Herein called the “Board”)

        Article 1    -    NAME AND OBJECT

Section I    The name of the organization shall be the AJAX-PICKERING BOARD OF TRADE.

Section 2    The object of the Ajax-Pickering Board of Trade shall be to promote and improve trade and commerce and the economic climate of the Town of Ajax and City of Pickering, and the surrounding districts.

Section 3    The usual place of meeting shall be in the Town of Ajax or City of Pickering. Every effort should be made to alternate the location of the Annual General Meeting between Ajax and Pickering.

Section 4    The Ajax-Pickering Board of Trade shall be politically non-partisan, non-sectional and non-sectarian and shall not lend its support to any candidate for public office.

Article II – INTERPRETATION

Section 5    In this by-law and all other by-laws and resolutions of the Corporation, unless context otherwise requires:

(a)    “Board” means the Ajax-Pickering Board of Trade as a body;
(b)    “Chair” means the outgoing President
(c)    “Council” means the governing body of the Board of Trade;
(d)    “Director” means a member of the Council;
(e)    “District” means that area within and for which this Board was established, as defined in the certificate of Registration under the Boards of Trade Act (R.R., c124, s.1)
(f)    “Executive Director” means the Chief Executive Officer and General Manager of the Board;
(g)    “Ex-Officio” means membership “by virtue of the office” and includes all rights, responsibilities, and power to vote unless otherwise specified;
(h)    “Member” means “Member(s) in Good Standing”.
(i)    In this By-law where the context required, words importing the singular include the plural and vice versa and words importing gender include the masculine, feminine and neuter genders.

        Article III - MEMBERSHIP

Section 6     The following persons shall be Members upon resolution of the Council:

Section 7    Any person over eighteen years of age and who pays the annual membership fee and is directly or indirectly engaged or interested in trade, commerce or the economic and social welfare of the District may apply for membership in the Board.

Section 8    The president or chief executive officer or designate of an organization, association, corporation, society or partnership who is directly or indirectly engaged or interested in trade, commerce or the economic or social welfare of the District, who pays their annual membership fees, and who may then be designated as an ex-officio member of the Board for one year.

Section 9    The amount of the annual membership fee shall be established from time to time by resolution of the Council.

Section 10     New applicants for membership in the Board shall be reviewed by the Council.   Such person or organization may be proposed as a candidate for membership providing such candidate shall undertake, if admitted, to be governed by the By-laws of the Board.

Section 11    If such proposal is carried by a quorum of the Council then present, such person or organization shall thenceforth be a member of the Board and shall have all the rights and be subject to all the obligations of the other members.

Section 12    Membership shall continue from the time of admittance until a member has resigned in accordance with the provisions of the By-laws, or has been removed from the roll of members by action of a 2/3 vote of Council.

Section 13    Any member of the Board, who intends to retire there from or to resign their 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 Board against him at the time of such notice.

Section 14    The Council will remove from the roll of members, the name of any new member failing to pay their annual dues within thirty days of their admission or of any other member who fails to pay such dues within three months of the date they fall due. Upon such action by the Council, all privileges of membership shall be forfeited.

Section 15     A member who pays his fees annually shall not be entitled to vote at any meeting of the corporation until his membership fee was paid in full at least thirty days prior to the date of the meeting.  Conversely, those who pay monthly must have fees paid up to date.

Section 16    The term of annual membership in the Corporation shall be for one calendar year (January 1 – December 31).  

Section 17    Persons who have distinguished themselves by some meritorious or public service may be elected Honourary Members by a majority vote of the Council. Such recognition shall be for a term of one year and may be repeated. Honourary Membership shall include all the privileges of active membership except of holding office and voting with exemption from the payment of annual dues.

Section 18    Persons who have distinguished themselves by some meritorious or public service may be elected Lifetime Members by a majority vote of the Council.  Such recognition shall be for the member’s lifetime, and is not transferable.   Lifetime Membership shall include all the privileges of active membership, except of holding office and voting with exemption from the payment of annual dues.  


        Article IV – Meetings

Section 19    The Annual General Meeting of the Board for the election of Council shall be
held in the month of December in each year at a time and place determined by Council.  At least Ten (10) business days notice of the Annual General Meeting shall be given. The purpose of this meeting will be the election of new directors, the presentation of the new budget, a report on the prior year’s activities and to vote on proposal to changes to the by-laws.  

Section 20    Special general meetings of the Board may be held at any time when summoned by the President, or requested in writing by at least three members of the Council, or any ten members of the Board.  At least one week’s notice of such meetings shall be given.

Section 21    At the Annual General Meeting and special meetings of the Board 35 members 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.

Section 22    Minutes of the proceedings of all general and Council meetings shall be signed and entered in books to be kept for that purpose at the board office, after approval by the Corporate Secretary.

Section 23     The entry of such minutes shall be signed by the person who presides at the meeting at which they are adopted.

Section 24    Minutes of all Council meetings are to be circulated by the elected Secretary to all Council members within five business days of each meeting.

Section 25    Council shall meet not less than monthly with the exception of the months of July and August, which will be considered discretionary.  All elected council members shall attend the meetings of council, either in person, by telephone or other audio visual means.  Should the site of the meeting not permit the council member to attend other than in person, then the council member shall not have missed the meeting.

Section 26    All books of the Board shall be opened at all reasonable hours to any member of the Board, free of charge.


    Article V – DUES AND ASSESSMENTS

Section 27     Dues for membership are payable for a twelve month period commencing January 1st. On renewal, dues must be paid by March 31st to maintain continuous membership.


Article VI - ELECTION OF OFFICERS AND COUNCIL

Section 28    Open council positions shall be elected, by ballot, from among the members each year at the Annual General Meeting and shall, in conjunction with the serving Chairman, form the Council.

Section 29    The term of the President shall be one year and the term of the remaining members elected to Council shall be three years or until their successors shall be appointed.  One (1) First Vice-President, One (1) Second Vice-President, one (1) Corporate Secretary and one (1) Treasurer shall be appointed from within the Council.

Section 30    The Council shall be fixed at fourteen (14) members.

Section 31    Nominations for election as Director of the Council may be made by:

    The Board Development Committee comprised of the Chairman, President and First Vice President; or

    Members of the Board of Trade provided that each nomination by members:
•    Is in writing and signed by at least two members in good standing and
•    Is accompanied by a written declaration signed by the nominee that he will serve as Director in accordance with this by-law if elected; and
•    Is submitted and received by the Secretary at least 30 calendar days before the date of the Annual Meeting

Section 32    The Board Development committee shall select sufficient names to fill the vacancies created by the retiring Council members.   These names shall be circulated to the membership at least 45 calendar days in advance of the Annual General Meeting with a request that further nominations be submitted in writing with the approval of the person nominated.  If further nominations come forward, those names, along with the names put forward by the Board Development committee, shall be recorded on a ballot which shall be mailed or delivered to every member of the Board at least ten (10) business days prior to the Annual General Meeting.  If no further nominations come forward, the list of names put forward by the Board Development committee shall be recorded on a final list of appointees to the Council and will be circulated to every member of the Board at least ten (10) business days prior to the Annual General Meeting.  This list of appointees shall be considered complete, and the members whose names appear on the list, will begin a three-year term starting on the day following the end of the fiscal year.

Section 33    If nominations exceed vacancies on the Council, an annual election shall be held at least Ten business (10) days before the end of the fiscal year.  Elections shall be for a three-year term starting on the day following the end of the fiscal year.

Section 34    In the event of an election, the candidate receiving the highest number of votes to the number of vacancies to be filled, shall be declared elected.

Section 35    In the event of an election, the President shall appoint two returning officers, who shall be approved by the Council, to supervise and conduct the general election.

Section 36    In the event of an election for Council members or a vote on a resolution, the Members in good standing shall vote by mail, e-mail, or in person by secret ballot in conformity with such rules and regulations as the Council may from time to time, adopt.  Votes by mail or e-mail must be received by the Corporate Secretary, at the offices of the Board of Trade no less than four (4) hours before the time at which the meeting is scheduled to commence.

Section 37    In the event of an election and in the case of a tie in the last place, the selection shall be made by a vote of the current Council in attendance at the meeting, under the direction of the returning officers in charge of the annual election.

Section 38    Only one vote may be cast for each member company.
        
Section 39    To be eligible to vote, a Member must be in good standing, including approval by Council at least 30 days in advance of each meeting.

Section 40    Any vacancy on the Council, which may occur during the year, shall be filled by the Council to complete the fiscal period.

Section 41    Any elected Council member shall be required to tender his resignation after missing four monthly meetings in any fiscal year.

Section 42    The Council shall have the general power of administration.  It may make or authorize petitions or representations to the Government or Parliament of Canada, the Government or Legislature of the Province, or others, as it may determine.

Section 43    The Council 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 Board, provided, however, that such powers are not inconsistent with the provisions of the Boards of Trade Act.

Section 44    Any (7) or more members of the Council lawfully met shall be a quorum, and a majority of such quorum may do all things within the powers of the Council.

Section 45    The Council shall frame such By-laws, rules and regulations, as appear to it best adapted to promote the welfare of the Board and shall submit them for adoption, at a General Meeting of the Board, called for that purpose.

Section 46    The Council, or, at its request, the President, may appoint committees or designate members of the Council or the Board or others, to examine, consider and report upon any matter or take such actions as the Council may request.

Section 47    The President, before taking office, shall take and subscribe before the Mayor of Ajax, the Mayor of Pickering, the Chair of the Regional Municipality of Durham, or before any justice of the peace, an oath in the following form:

“I swear that I will faithfully and truly perform my duty as President of the Ajax-Pickering Board of Trade, 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 the said Board was constituted, according to the true intent and meaning of the same, so help me God.”

Section 48    No President shall be eligible for re-nomination as President after serving (2) two consecutive terms, and until at least one subsequent year has elapsed.


Section 49    The meetings of the Council shall be open to all members of the Board, who may attend but may not take part in any of the proceedings.  The in-camera portion may however only be attended by Council Members and Council Advisor Representatives.

Section 50    No public pronouncement in the name of the Board may be made unless authorized by the Council, and will be made by the Chair or President normally or by some person to whom the Council has delegated this authority.

Section 51    The Chair shall preside at all meetings of the Board and Council.  He shall regulate the order of business at such meetings, receive and put lawful motions and communicate to the meeting. He shall vote only in case of a tie.  Normally consensus or unanimous decisions are sought, however, upon an appeal being made from a decision of the presiding officer, the vote of the majority shall decide.

Section 52    The President is the official representative of the Board.  He shall, with the Corporate Secretary, sign all papers and documents requiring signature on behalf of the Board, unless the Council designates someone else.   It shall be the duty of the President to present a general report of the activities of the year at the Annual General Meeting.

Section 53    The 1st Vice President shall act in the absence of the President, and in the absence of both these officers, the 2nd Vice-President shall act, and in the absence of all three, the Council shall appoint a representative to act temporarily.

Section 54    The Treasurer shall oversee the day to day finances of the Board at the pleasure of the Council.  He shall execute this duty with full transparency, governance, and in accordance with Generally Accepted Accounting Principles (GAAP) and the Laws of Canada.  He shall keep a regular account of the income and expenditure of the Board and submit a statement thereof for presentation to the Annual General Meeting and at every Council meeting.  The Treasurer will present a budget not less than annually and provide for council a monthly statement of revenue and expenses.

Section 55    The Corporate Secretary shall be the executive officer of the Board and shall be responsible to the Council for overseeing the general control and management of business affairs.   He shall oversee the maintenance of an accurate record of the proceedings of the Board and of the Council. The corporate secretary shall record in-camera minutes at council meetings and maintain a high level copy in the Board Meeting Notes binder at the Board office.  He shall receive votes from members in good standing by mail and e-mail for counting at the annual meeting and special meetings.    

Section 56    The Executive Director shall be responsible for the keeping the books, under the direction of the Treasurer, of the Board, conducting its correspondence, retaining copies of all official letters, preserving all official documents and shall perform all such other duties as properly appertain to this position.  He will retain custody of the seal of the Board.

        Article VIII – By-Laws

Section 57    By-laws may be made, repealed or amended by a majority of the members of the Board, present at any Annual General Meeting, or special meeting, notice of such proposal having been given in writing by one member and seconded by another and included with the notice of the meeting.

        Article IX - Affiliation

Section 58    The Board, at the discretion of the Council, shall have power to affiliate with the Canadian Chamber of Commerce, the Ontario Chamber of Commerce and any other organizations in which membership may be in the interests of the Board.

        Article IX – Fiscal Year

Section 59    The fiscal year of the Board shall commence on the first day of January in each year.

        Article X - Auditors

Section 60    The Council at its first meeting of each calendar year shall appoint a Finance & Audit Committee made up of at least three (3) individuals including one member from the Council and the Committee shall review the books and accounts of the Board, at least once a year.  An annual audited financial statement shall be presented by the Treasurer, at each Annual General Meeting and at any other time required by the Council.

The Treasurer shall not serve as a member of the Finance & Audit Committee, but will be available to attend all Committee meetings.

        Article XI - Procedure

Section 61    Parliamentary procedure shall be followed at all general and Council meetings, in accordance with “Rules of Order” by Roberts.