BRADFORD BOARD OF TRADE, BY-LAWS

BRADFORD BOARD OF TRADE

BY-LAWS

1. INTERPRETATION

1.1 Definitions

In this By-law:

a)    “Act” means the Corporations Act (Canada), and any act that may be substituted therefore, as from time to time amended;

b)    “Annual Meeting” means the meeting of the members required to be held annually herein;

c)    “Board” means the board of directors of the Board of Trade;

d)    “Business day” means any day of the week other than a Saturday or Sunday or a statutory holiday in the Province of Ontario;

e)    “By-laws” means this by-law and all other by-laws of the Board of Trade from time to time in force and effect;

f)     “Board of Trade” or “Corporation” means Bradford Board of Trade;

g)    “Director” means a director of the Board of Trade;

h)    Ex officiomeans “by virtue of office”;

i)      “General meeting” means any meeting of the members duly called as provided for herein and may include the Annual Meeting;

j)      “Letters Patent” means the letters patent issued to the Board of Trade pursuant to the Act dated October 3, 1983;

k)     “Member” means a person or corporation in good standing as contemplated in Section 19.1 herein;

l)      “Special resolution” means a resolution passed by the directors and confirmed with or without variation by at least two-thirds of the votes cast at a general meeting of the members of the Board of Trade duly called for that purpose, or in lieu of such confirmation, by the consent in writing of all the members of the Board of Trade entitled to vote at such meeting.

1.2 Interpretation

The By-laws, unless the context otherwise indicates or requires, shall be construed and interpreted in accordance with the following:

a)    words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders; words importing persons include individuals, corporations, partnerships, trusts and unincorporated organizations;

b)    the headings used in the By-laws are inserted for reference purposes only and are not to be construed or taken into account in construing the terms or

c)    provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions;

d)    in the event of any dispute, the intent or meaning of any words shall be such as are determined by the Board; and

e)    any reference in the By-laws to any statute shall, unless otherwise expressly stated, be deemed to be a reference to such statute and the regulations made there under as the same may, from time to time, be amended, restated, reenacted or replaced.

2. HEAD OFFICE

Until changed in accordance with the Act, the head office of the Board of Trade will be in the Town of Bradford West Gwillimbury, in the Regional Municipality of Simcoe in the Province of Ontario, and at such place within the Town of Bradford as the Board may fix by resolution from time to time.

3. FISCAL YEAR

Unless otherwise approved by the Board, the fiscal year of the Board of Trade shall terminate on the 31stst day of May, in each year or on such other date as the directors may from time to time by resolution determine.

4. SEAL

There shall be a corporate seal of the Board of Trade.

An imprint of the corporate seal is impressed below:

5. BOOKS AND RECORDS

a)    The Board shall see that all necessary books and records of the Board of Trade required by the Bylaws or by any applicable statute or law are regularly and properly kept.

b)    All books and records of the Board of Trade shall be open for inspection at all reasonable hours to any member of the Board of Trade in good standing free of charge and during normal business hours at the offices of the Board of Trade by appointment made at least twenty-four hours prior written notice with the President. All original Board of Trade documents, records, files, publications or any other archival resource may not be removed from the offices of the Board of Trade without the authorization of the Board first obtained. Off ice of the Treasurer will be considered a Bradford Board of Trade office for the purpose of managing and storing financial records.

6. PRIVACY POLICY

The Bradford Board of Trade shall have a privacy policy due to the Personal Information Protection and Electronic Documents Act (PIPEDA) which came into effect January 1, 2004.

7. BOARD OF DIRECTORS

7.1 Number & Term of Office

a)    Until changed by special resolution, the affairs of the Board of Trade shall be managed by a Board which shall consist of not less than seven (7) and not more than fifteen (15) directors, elected by the members of the Board of Trade at the annual meeting.

b)    For the purposes of this Article 7 of these By-laws, unless the context otherwise requires, a “term of office” shall commence on the date of election or appointment as director and shall terminate two years from that date on the date of the Annual Meeting of members of the Board of Trade.

c)    In addition to the directors to be elected in the manner outlined above, the immediately preceding President, during the preceding year, (the “Past President”) shall (if not otherwise a member of the Board) be an exofficio member of the Board for a term until such time as the then current President becomes by virtue of the election of a new President, a Past President. The Past President shall have all of the rights and privileges of a member of the Board including the right to vote at all Board meetings.

7.2 Eligibility

All persons elected to serve as directors of the Board of Trade, shall:

a)    be at least 18 years of age;

b)    be a resident of Canada;

c)    be the principal, or a shareholder of, or an employee of a business, service or community organization; and

d)    be a member in good standing throughout the term of his or her office as director.

7.3 Ineligible Directors

Elected representatives to, or individuals employed by, the Federal Parliament, the Provincial Legislature, any Regional or Municipal Council, School Board Trustees, or other officials at any level of public service are not eligible for election to the Board. Any director seeking public appointment or election to any of the above positions must take a leave of absence from the Board during the period following his or her declaration of intention to seek such position and if appointed or elected, shall be deemed to have resigned from the Board upon taking office.

7.4 Powers & Responsibilities

The Board shall manage and administer the affairs of the Board of Trade in all things, and may perform or direct the performance of all such acts as may be necessary or of advantage to the attainment of the objects and proper operation of the Board of Trade and may make or cause to be made for the Board of Trade, in its name, any kind of contract which the Board of Trade may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Board of Trade is, by its Letters Patent or otherwise, authorized to exercise and do. The Board may delegate such powers and authority, as it may from time to time deem proper and appropriate, subject to the Act and to the Letters Patent and By-laws of the Board of Trade.

7.5 Election of Directors

a)    The Nominating Committee shall prepare a proposed slate of directors for election at the Annual General Meeting not later than thirty (30) days prior to the date of the Annual General Meeting. The consent of each nominee to act as a director, if elected, must be obtained in writing.

b)    In addition to the proposed slate of directors nominated by the Nominating Committee, any two (2) members of the Board of Trade, both being in good standing, may by nomination in writing submitted to the Secretary of the Board of Trade not later than thirty (30) days prior to the date of the Annual General Meeting nominate any person for election to the Board, provided such person meets the eligibility requirements set out in the By-law. The signed consent of such nominee shall accompany the submitted nomination. The nominee may not be one of the nominators.

c)    If sufficient nominations are not received to fill the minimum number of directors required in sub-section 7.1(a), the Nominating Committee shall have the authority at any time prior to the Annual General Meeting, notwithstanding the provisions of this By-law, to make such further nominations as may be deemed necessary to ensure a reasonable number of nominees.

d)    The notice to members of the Annual Meeting shall advise the members as to all persons who have been nominated for election to the Board.

e)    In the event the number of nominations are equal to the number of directors to be elected, then election of the directors shall not be required and the nominees shall be declared by the President, or such other person presiding at the Annual Meeting, to have been so elected.

7.6 Governance

The Board shall govern and manage the affairs and the property of the Board of Trade and shall have and may exercise all the powers of the Board of Trade except as are specifically reserved to the members or that are by statute expressly directed or required to be done in some other manner. Without limiting the generality of the foregoing, the Board shall:

a)    approve an annual budget for the Board of Trade and establish, on an annual basis, the membership fees, dues and other charges of the Board of Trade;

b)    develop and review, on a regular basis, the mission, objectives and strategic plan of the Board of Trade;

c)    monitor the Board of Trade’s financial management, approved capital expenditures in accordance with the financial policies adopted by the Board and undertake, such steps that may be necessary to protect the financial stability of the Board of Trade;

d)    review the Board of Trade’s programmes to ensure that the Board of Trade is managed in accordance with the objects, mission and purpose of the

e)    Board of Trade; and

f)     make such petitions or representations on behalf of the Board of Trade and its members to the Governments of Canada or Ontario or to the Regional Municipality of Simcoe or the Town of Bradford to any department or agency of any of these bodies as the Board may deem to be in the best interests of the Board of Trade and its members from time to time.

7.7 Borrowing

In addition to the powers and duties of the Board set out in section 7.6 hereof, the Board may:

a)    borrow money on the credit of the Board of Trade;

b)    issue, sell or pledge securities of the Board of Trade;

c)    charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Board of Trade, to secure any securities or any money borrowed, or other obligation, debt or liability of the Board of Trade; and

d)    delegate the powers under this section 7.7 to any director or directors or to any officer or officers as the Board may approve.

7.8 Vacancies

The Board may appoint a director to fill a vacancy for the duration of the term of the former director, including vacancies caused by an increase in the number of directors, provided that a quorum of directors remains in office. If there is no quorum of directors, the remaining directors shall call a general meeting of the members of the Board of Trade to fill the vacancies.

7.9 Removal

The Board of the Board of Trade may remove a director by a resolution passed by at least two-thirds of the votes cast at a meeting where due notice has been given.

7.10 Termination of Office

The office of a director shall be automatically vacated upon the occurrence of any of the following events:

a)    the director is declared by a court of competent jurisdiction to be a mentally incapable person;

b)    the director dies;

c)    the director is convicted of an indictable criminal offence; or

d)    the director is removed pursuant to Section 7.9.

7.11 Resignation

a)    The office of a director shall be vacated upon notice in writing to the Board of Trade. Such resignation shall be effective at the time it is received by the Secretary or otherwise in accordance with its terms.

b)    The failure of a director to attend three consecutive regular Board meetings without reasonable cause may be treated by the Board as a resignation of the director if the Board so decides to accept such resignation at a subsequent Board meeting by resolution, such issue to be on the agenda for said meeting.

7.12 Confidentiality

Every director, officer, and employee of the Board of Trade shall respect the confidentiality of matters brought before the Board, or before any Committee, or any matter dealt with in the course of any person’s dealings with the Board of Trade.

7.13 No Remuneration

Directors shall not, directly or indirectly, receive any profit or remuneration for their role as directors, but shall be entitled to be compensated for reasonable expenses incurred by them in the course of the performance of their duties on behalf of the Board of Trade. This does not preclude any separate agreements for additional work that may be negotiated between that director’s organization and the board.

8. MEETINGS OF THE BOARD

8.1 Meetings

Meetings of the Board shall be held at the head office of the Board of Trade or at such other place in or outside of the Town of Bradford as the Board may from time to time determine.

8.2 Convening Meetings

Meetings of the Board shall be convened by the Secretary or as he/she may direct when so requested by:

a)    the President; or

b)    in the absence or inability of the President, a Vice-President; or

c)   any three of the directors.

8.3 Scheduled and Special Meetings

a)    The Secretary, on the direction of the Board or the President, shall establish a schedule of dates for regular meetings of the Board. The Board shall meet not less than six times annually. No further notice shall be required of the meetings after the schedule has been established and distributed to the Board.

b)    The President may, in addition to the regularly scheduled meetings, call a special meeting of the Board at any time, subject to the notice requirements of this By-law and the notice shall specify the purpose of the meeting.

8.4 Notice of Meetings

Subject to Section 8.3(a), the Secretary or as he/she may direct, shall give notice in writing of meetings of the Board to the directors at least two (2) business days in advance of the date of the meeting, but meetings of the Board may be held at any time without such notice, or any irregularity in the notice calling the meeting may be waived; if all of the directors are present and agree to the holding of such a meeting. No error or omission in giving notice of a meeting of the Board shall invalidate resolutions passed or proceedings taken at such meeting.

8.5 First Board Meeting following the Annual Meeting

No notice shall be required of the first meeting of the Board held following the annual meeting of members of the Board of Trade in order for the meeting to be duly constituted, provided that a quorum of the Board is present.

8.6 Chair

The chair of all meetings of the Board shall be:

a)    the President; or

b)    if the President is absent or unable to act, a Vice President; or

c)    if the President and Vice-President are absent or unable to act, a director selected by the directors present.

8.7 Quorum

A majority of directors entitled to be in office shall constitute a quorum of a meeting of the Board.

8.8 Minutes

Minutes shall be kept for all meetings of the Board by the Secretary or as he/she may direct and the draft minutes shall be circulated prior to the next meeting of the Board and shall be approved by the Board by resolution at the next scheduled meeting and signed by the President.

8.9 Votes to Govern

Each director is entitled to exercise one vote. At all meetings of the Board, every question shall be voted on and decided by a majority of the votes cast on the question. In the case of an equality of votes cast at a meeting of the Board, the President shall exercise the deciding vote.

8.10 Show of Hands

Each motion presented at a meeting of the Board shall be voted upon by a show of hands unless a ballot thereon is required by the Chair, or is demanded by a director. Upon a show of hands, each director shall have one vote. After a show of hands has been taken upon any question, the Chair may require, or any director present may demand, a ballot thereon. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon has been required or demanded, a declaration by the Chair that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question. The result of the vote so taken and declared shall be the decision of the Board upon the said question. A demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is required by the Chair or is demanded and the demand is not withdrawn, a ballot upon the question shall be taken in such manner as the Chair directs.

8.11 Meetings by Communication Facilities

If all of the directors present at or participating in the meeting consent, a meeting of the Board may be held by such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other. A director participating in a meeting by such means is deemed for the purposes of the Act to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates.

8.12 Resolutions in Writing

Any resolution signed by all of the directors is as valid and effective as if passed at a meeting of the Board duly called, constituted and held for that purpose. Resolutions in writing may be signed in counterparts and resolutions in writing signed by one or more directors and transmitted by facsimile to the Secretary shall be deemed to be duly signed by such directors.

8.13 Transaction of Business

The directors may consider or transact any business at any meeting of the Board.

8.14 Persons Entitled to be Present

The only persons entitled to attend meetings of the directors shall be the directors, others who are entitled or required under any provision of the Act or the Letters Patent or By-laws to be present at the meeting. Any other persons may be admitted only on the invitation of the Chair or with the consent of the meeting. For greater certainty, only the directors will have the right to vote and speak at such meetings although others present at such meetings in accordance with the Act or the Letters Patent or By-laws shall be allowed to speak with the consent of the meeting.

8.15 Rules of Order

The Board shall be entitled to adopt, from time to time, such rules of order as it deems appropriate to govern the conduct of each Board meeting; provided that, in the event of a conflict between such rules of order and the Act, the Letters Patent or the By-laws, the provisions of the Act, the Letters Patent or the By-laws, as the case may be, shall prevail. Until otherwise determined by the Board, the Board shall follow the rules of order set out in “Robert’s Rules of Order”.

9. COMMITTEES OF THE BOARD

9.1 Standing Committees

Until changed by resolution of the Board, the Board may constitute the following standing committees (collectively the “Standing Committees”) of the Board:

(a) Executive Committee;

(b) Financial Committee;

(c) Government Affairs Committee;

(d) Nominating Committee;

(e) Ambassadors Committee

9.2 Other Committees

The Board may establish such committees as it may determine to be appropriate from time to time. The Board will appoint the chair of such Committee and determine its duties at any meeting. The Board may at any time dissolve any Committee.

10. COMMITTEE MEETINGS

10.1 Notice

The Chair, or the chair of a Committee may, at any time, convene a meeting of such Committee.

10.2 Eligibility

Committee members must be members in good standing throughout their term as a committee member. If that committee member ceases to be a member of the Bradford Board of Trade, they must step down until such time as they are reinstated as members.

10.3 Minutes

Minutes shall be kept for all Committee meetings and reported to the Board as soon as approved by the applicable Committee.

10.4 Reporting

A full report shall be made by the chair of each Committee to the next meeting of the Board.

10.5 Voting

Business arising at any Committee meeting shall be decided by a majority of votes cast. In case of an equality of votes, the chair of the Committee shall cast the deciding vote.

10.6 Quorum

A quorum for any Committee meeting shall be a majority of the members of the Committee entitled to vote.

10.7 Persons Entitled to be Present at Committee Meetings

The only persons entitled to attend meetings of a Committee shall be the members of such Committee, the directors, and such other persons who are entitled or required under the provisions of the Act, the Letters Patent or the By-laws to be present at the meeting. Any other persons may be admitted only on the invitation of the chair of the Committee or with the consent of the meeting. For greater certainty, only the members of the Committee will have the right to vote and speak at such meetings although others present at such meetings in accordance with the Act, the Letters Patent or the By-laws shall be allowed to speak with the consent of the meeting.

10.8 Rules of Order

Unless otherwise specifically provided for in the provisions of the By-laws, the provisions of this By-law relating to procedural aspects of the meetings of the Board shall apply to meetings of a Committee as though all references therein to the Board and the directors were to such Committee and, for greater certainty the members of such Committee, respectively, mutatis mutandis, provided that the rules of procedure adopted by the Board pursuant to Section 8.15, if any, shall be the rules applicable to meetings of all Committees.

11. EXECUTIVE COMMITTEE

11.1 Composition

The directors may appoint, from among their members, an Executive Committee consisting of the President, Vice President of Marketing, Vice-President of Community Relations & Government Affairs, Vice-President of Membership Development, Vice of President of Events, Treasurer/Secretary and Past President. President must have previously served as director for a minimum on one term.

11.2 Quorum

For greater certainty, a quorum for any Executive Committee meeting shall be a majority of the number of members of such Committee.

11.3 Vacancies

Each member of the Executive Committee shall serve during the pleasure of the Board and, in any event, only so long as he or she is a director. The Board may fill vacancies in the Executive Committee by appointment from among its number. If, and whenever, a vacancy exists in the Executive Committee, the remaining members may exercise all its power so long as a quorum remains in office.

11.4 Powers

During the intervals between the meetings of the Board, the Executive Committee shall possess and may exercise (subject to the By-laws, and any limitations which the Board may from time to time impose), the mandate of the Board in the management and direction of the affairs of the Board of Trade (save and except only such acts as must by law be performed by the directors themselves, and approving the Board of Trade’s budgets) in such manner as the Executive Committee shall deem to be in the best interests of the Board of Trade in all cases in which specific directions have not been given by the Board.

11.5 Reporting

The Executive Committee shall report each of its actions at the next scheduled meeting of the Board.

12. FINANCE AND INVESTMENT COMMITTEE

12.1 The duties of the Finance Committee shall include the following duties, and such other duties as may be assigned thereto by the Board from time to time:

a)    advising the Board on all matters relating to the Board of Trade’s financial affairs and resources;

b)    assisting in the preparation and presentation of the Board of Trade’s annual and interim budgets and financial statements;

c)    assisting the accountant in the completion of the annual review of engagement of the Board of Trade’s financial statements; and

d)    formulating an investment policy which is appropriate to the needs and characteristics of the Board of Trade, reviewing the policy annually, and submitting to the Board for approval any amendments considered appropriate.

12.2 The Treasurer of the Board of Trade shall be the chair of the Finance Committee.

13. GOVERNMENT AFFAIRS COMMITTEE

The duties of the Governance Committee shall include the following duties, and such other duties as may be assigned thereto by the Board from time to time:

a)    reviewing on an ongoing basis such plans, policies, publications, legislation and directives as may from time to time be issued (collectively in this section referred to as “government policy”) by the Government of Canada, the Province of Ontario, the Regional Municipality of Simcoe, the Town of Bradford or any department or agency of any of them, or by any other government agency or body (collectively in this section referred to as “government”) as may in the opinion of the Governance Committee impact upon or be of interest to the Board of Trade and its members;

b)    liaison with government as is considered necessary regarding government policy, including making such representations as are considered necessary;

c)    reporting to the Board and to the members as the Board may direct regarding government policy; and

d)    developing a communications strategy for the Board regarding government policy and is;

e)    the Board of Trade’s main lobbying voice using the resources of the Ontario and Canadian Board of Trades of Commerce.

14. NOMINATING COMMITTEE

The duties of the Nominating Committee shall include the following duties, and such other duties as may be assigned thereto by the Board from time to time:

a)    recruiting, selecting and recommending to the Board qualified candidates for Board, Officer and Committee chair positions, including the preparation of a slate of candidates for election at the annual general meeting;

b)    ensuring the development and implementation of an orientation process by the Chair that enables all new directors and Committee members to become fully informed and contributing participants as quickly as possible following their nomination and election;

15. AMBASSADOR’S COMMITTEE

The duties of the Ambassador’s Committee shall include the following duties, and such other duties as may be assigned thereto by the Board from time to time:

a)    recruiting qualified candidates for membership by promoting upcoming events, encouraging attendance to events and finding ways to include potential members in activities;

b)    Promoting the Bradford Board of Trade, coordinating efforts with other leadership teams.

c)    Actively retain business members by identifying needs, providing business information and opportunities to each member. Finding means to maintain contact with each member to help them become fully informed and contributing participants as quickly as possible following their membership;

16. OFFICERS OF THE BOARD

16.1 Composition

At the first meeting of the Board held following the Annual Meeting of the members of the Board of Trade in each year or as soon as practical thereafter, the Board shall elect:

a)    a President,

b)    a Vice President of Marketing

c)    a Vice of President of Events

d)    a Vice-President of Community Relations & Government Affairs

e)    a Vice-President of Membership Development

f)     a Secretary/Treasurer,

g)    a Past President

and may appoint such other officers as the Board may determine. Except as otherwise provided, an officer must be a director and one person may hold more than one office.

16.2 Term

Officers shall hold office for a period of two years until the second Board meeting following the annual general meeting immediately following his or her appointment as an officer, or until his or her successor is appointed, or his or her resignation, whichever later occurs.

16.3 Vacancies

If the office of any officer shall be or become vacant by reason of the death, resignation, disqualification or otherwise of the person holding such office, subject to the requirements of the Act, the Board may appoint a qualified person to fill such vacancy for the remainder of the term of such office.

16.4 Removal

Any officer of the Board of Trade may be removed from office upon resolution of the Board.

16.5 Remuneration

The officers other than the Chair and any member of the Board may be paid such remuneration for their services as the Executive Committee, upon recommendation of the Finance Committee, may from time to time determine. They shall also be entitled to be reimbursed for traveling and other expenses properly incurred by them in the exercise of the duties of their respective offices in accordance with the then current policy approved by the Board. The remuneration of any employees or agents shall be such as the terms of their engagement call for or as the Board may specify.

17. DUTIES OF OFFICERS

17.1 President

The President shall be a member of the Board and shall:

a)    preside as the chair of all meetings of the Board and of the members of the Board of Trade;

b)    serve as an ex officio voting member of all Committees;

c)    represent the Board in meetings, negotiations, public events and other matters as deemed necessary or desirable;

d)    coordinate an appraisal of the performance of any paid employee, if any, annually and report on the same to the Board; and

e)   facilitate an annual self-review of the Board and the Board’s performance in achieving the vision and mission of the Board of Trade.

17.2 Vice-President of Marketing

A Vice-President of Marketing shall be a member of the Board and shall:

a)    Coordinate efforts regarding marketing including the magazine, advertising, website;

b)    Report to Executive Committee regarding marketing efforts and in the absence of a committee chair, to the Board.

c)    Assist sub committees as needed.

17.2 Vice-President of Community Relations & Government Affairs

A Vice-President of Community Relations & Government Affairs shall be a member of the Board and shall:

a)    Coordinate efforts regarding community relations including press releases; ribbon cuttings, open houses and other public relations events.

b)    Coordinate efforts regarding government affairs including informing the Board of potential issues that should be addressed and helping to coordinate politically connected events with the help of the Events chair.

c)    Report to Executive Committee regarding community relations and government affairs efforts and in the absence of a committee chair, to the Board.

d)    Assist sub committees as needed.

17.3 Vice-President Membership of Development & Ambassadors

A Vice-President of Membership Development & Ambassadors shall be a member of the Board and shall:

a)    Coordinate efforts regarding membership development and development by the Ambassadors Committee

b)    Report to Executive Committee regarding membership development and retention and in the absence of a committee chair, to the Board.

c)    Assist sub committees as needed.

17.4 Vice-President of Events

A Vice-President of Events shall be a member of the Board and shall:

a)    Coordinate efforts regarding events including Business After Hours, Business Over Breakfast, The Gala, Annual General Meeting, Strictly Business Expo and other events

b)    Report to Executive Committee regarding upcoming and past events and in the absence of a committee chair, to the Board.

c)    Assist sub committees as needed.

17.5 Secretary/Treasurer

The Secretary/Treasurer shall be a member of the Board and shall:

a)    cause minutes to be kept or as he/she may direct, of all Board and Committee meetings and circulate the minutes to all members of the Board or Committees;

b)    be the custodian of all minute books, documents and registers of the Board of Trade required to be kept by the provisions of the Act and all minutes, documents and records of the Board;

c)    be the custodian of the seal of the Board of Trade; and

d)    cause such notice as is required by this By-law or by the Act to be given of all meetings of the Board of Trade, the Board and its Committees.

e)    be the custodian of the books of account and accounting records of the Board of Trade, required to be kept by the provisions of the Act;

f)     submit a financial report at each regular meeting of the Board indicating the financial position of the Board of Trade on a timely basis;

g)    submit an annual review of engagement report to the Board and Board of Trade of the financial operations of the Board of Trade; and

h)    perform such other duties as may from time to time be determined by the Board.

17.6 Past President

The Past Chair shall be a member of the Board and shall:

(a) perform such duties as may from time to time be determined by the Board.

17.7 Assignment of duties and powers

Subject to the requirements of the Act, in the case of:

a)    the absence or inability to act of any officer of the Board of Trade; or

b)   any other reason that the Board deems sufficient, the Board may assign all or any of the duties and powers of such officer to any other officer or to any one or more directors upon such terms and for such period of time, as the Board may determine.

17.8 Addition to, or limiting duties and powers

The Board may, from time to time, and subject to the provisions of the Act, vary, add to, or limit the powers and duties of any officer.

18. APPOINTMENT OF PRESIDENT

18.1 The President shall be the president of the Board of Trade and, for purposes of the Act, shall have the powers and duties of the president of the Board of Trade. The President shall exercise the general supervision over all the affairs of the Board of Trade, represent the Board of Trade to the community, and bring such other matters to the attention of the Board as are appropriate to keep the Board fully informed of its responsibilities. The President shall have the powers, on behalf of the Board, to sign any and all contracts for which funds have been allocated and authorized by the Board in the approved operating budget, or in any capital budget or emergency expenditures authorized and approved by the Board.

18.2 The President shall be delegated the general management responsibilities for the Board of Trade by the Board. The Board shall maintain general oversight over these activities.

18.3 In the event of a permanent vacancy in the office of the President, the Board shall select a replacement from among candidates submitted for consideration by a Special Search Committee appointed by the Board and an affirmative vote of at least two-thirds (2/3rd) of the directors is required for appointment.

18.4 Within the policy guidelines established by the Board, and subject to the requirements of any legislation with which the Board of Trade must comply, the President & Chief Executive Officer shall develop programmes, provide administrative and educational leadership, employ and discharge personnel, prepare the Annual Business Plan including the budget and shall have the responsibility for the day-to-day operation of the Board of Trade.

18.5 The President shall work in close conjunction with the Board and guide it in preparation of agenda in its meetings and the long range development of the Board of Trade.

19. PROTECTION OF DIRECTORS, OFFICERS, ETC.

19.1 Indemnity

Every director and officer of the Board of Trade and his/her heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and held harmless out of the funds of the Board of Trade, from and against,

a)    all costs, charges and expenses whatsoever which the director or officer sustains in or about any action, suit or proceeding which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office; and

b)    all costs, charges and expenses which he/she sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his/her office, except those occasioned by his/her willful neglect or default.

c)    No directors or officers of the Board of Trade shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Board of Trade through the insufficiency or deficiency of title to any property acquired by the Board of Trade or for or on behalf of the Board of Trade or for the insufficiency or any security in or upon which any of the money or belonging to the Board of Trade shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his own wrongful and willful act or through his own wrongful and willful neglect or default.

d)    The Directors for the time being of the Board of Trade shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Board of Trade except such as shall have been submitted to and authorized or approved by the board.

19.2 Insurance

The Board of Trade on behalf of the directors will maintain in full force and effect with full retroactive coverage Directors’ & Officers’ Liability & Corporate Reimbursement Insurance with an Insurer licensed to do business in the Province of Ontario and of a financial condition acceptable to the directors. Such Insurance shall be issued with a limit of liability considered satisfactory to the directors and any deductible applicable shall only apply to Corporate reimbursement and not to the directors, officers or employees either jointly or severally. Such coverage at a minimum shall pay on behalf of (or if not commercially available indemnify) the Board of Trade or the directors, officers and employees of the Board of Trade or any class of them against liability costs, charges or expenses sustained or incurred by them or by the Board of Trade and referred to in clauses (a) and/or (b) of 18.1 Indemnity herein

20. MEMBERS OF THE BOARD OF TRADE

20.1 Composition

a)    The membership of the Board of Trade shall consist of such persons as may from time to time be admitted by resolution of the Board. A member may only be a corporation (either for profit or not for profit), partnership, sole proprietorship or other legal entity engaged or interested in trade, commerce or the economic and social welfare of the Town of Bradford or may be the principal, or a shareholder of, or an employee of a business, service or community organization. The Board, at their discretion, may refuse to admit to membership any prospective member.

b)    The Board may from time to time establish rules and procedures for the admission of members.

c)    A prospective member may be considered for admission by the Board for membership upon filing the required application, together with such information as may be required by the Board in support of such application.

d)    All candidates admitted to membership shall undertake, in writing if required by the Board, to be governed by the by-laws, rules and regulations of the Board of Trade.

e)    The Board shall consider all persons or organizations that apply for membership or that are nominated by another member for membership and shall determine by a majority of votes whether to admit such prospective members. Notwithstanding the provisions hereof the Board may establish, from time to time, procedures and processes to streamline the review and approval of prospective members.

20.2 Term

Subject to subsection 19.5, the term of a member of the Board of Trade shall be prorated for initial year expiring May 31st. Once renewed, will for a period of one year from June 1st to May 31st.

20.3 Resignation

Members of the Board of Trade may withdraw from the Board of Trade by delivering to the Board of Trade a resignation in writing which shall be effective upon receipt by the Secretary.

20.4 Dues or Fees

Members shall be required to pay such dues or fees on an annual basis as may be determined from time to time by the Board.

20.5 Termination of Membership

a)    The membership of a member in the Board of Trade is not transferable. The membership of an individual member ceases to exist upon death or when the period of membership expires or when he or she ceases to be a member by resignation or otherwise in accordance with the by-laws. The membership of a corporate member or a member that is an organization recognized by the Board of Trade ceases to exist when the period of membership expires or upon the dissolution, insolvency, bankruptcy of the corporation or organization.

b)    Any member may be removed as a member of the Board of Trade if such member fails to pay the annual dues.

c)    Any member may be removed as a member of the Board of Trade by a vote of quorum of the Board present at a meeting at which such removal is being considered.

21. MEETINGS OF MEMBERS OF THE BOARD OF TRADE

21.1 Annual Meeting

The Annual Meeting of the Board of Trade shall, to the extent that it is determined by the Board to be practical to do so, be held in the month of November in each year, provided that the Annual Meeting of the Board of Trade shall not, in any event, be held later than 15 months after the last Annual Meeting. The Annual Meeting shall be held at such place and at such time and on such day in each year as are determined by the Board.

21.2 Transaction of Business

Business transacted at the Annual Meeting of the Board of Trade shall be as determined by the Board and shall include, but not be limited to:

a)    Approval of the minutes of the previous Annual Meeting and any general meeting which may have occurred in the interim;

b)    A report of the President;

c)    presentation of the financial statements to the members of the Board of Trade;

d)    new business;

e)    the election of directors; and

21.3 General Meetings

General meetings of the members of the Board of Trade, other than the Annual Meeting, may be convened by the Board at any time and in any place as the Board shall determine, and at any such meeting, such business shall be transacted thereat which the Board may determine. General meetings of the members of the Board of Trade may also be convened at any time and in any place by notice signed by not less than ten (10) members in good standing of the Board of Trade.

21.4 Notice

Notice of the Annual Meeting or of a general meeting shall be given to the members of the Board of Trade by the Secretary or as he/she may direct, not less than ten (10) days before the meeting is to take place. No error or omission in giving notice of a meeting of members of the Board of Trade shall invalidate resolutions passed or proceedings taken at the meeting. Notice shall be deemed to have been sufficiently given if sent in writing to the address of such member as it appears on the books of the Board of Trade and delivered in person, sent by prepaid first class mail or sent by any electronic means of sending messages to any person who has consented to receive notice by the Board of Trade. Each notice so sent shall be deemed to have been received on the business day it was delivered or sent by electronic means or on the third (3rd) business day after it was mailed. A declaration by the Secretary or the President that any such notice has been given pursuant to this By-law in accordance with the provisions hereof shall be sufficient and conclusive evidence of the giving of such notice in compliance with the terms hereof. Any person entitled to receive any such notice may waive such notice whether before or after the meeting to which such notice relates.

21.5 Adjournment

Any meeting of the Board of Trade may, with the approval a majority of those present, be adjourned to any time and from time to time. No notice shall be required for any adjournment. An adjournment may be made with or without a quorum being present.

21.6 The Chair

The chair of a meeting of the members of the Board of Trade shall be:

a)    the President; or

b)    if the President is absent or unable to act, the Vice-President selected by the directors who are present at the meeting; or

c)    a member of the Board of Trade selected by the members of the Board of Trade present if the President and Vice-President are absent or unable to act.

21.7 Voting

Unless otherwise provided for in this By-law, each full member of the Board of Trade shall each be entitled to one vote on any question before all meetings of the members of the Board of Trade. Unless otherwise required by the Act, the Letters Patent or the By-laws or otherwise by law, a majority of votes shall decide each question put before the members. In the case of a tie vote, the President shall cast the deciding vote.

21.8 Show of Hands

At all meetings of members every question shall be decided by a show of hands by the members unless a ballot thereon be required by the Chair, or be demanded by a member entitled to vote. Upon a show of hands, each member of the Board of Trade entitled to vote shall have one vote. After a show of hands has been taken upon any question, the Chair may require, or any member present and entitled to vote may demand a ballot thereon. Whenever a vote by a show of hands shall have been taken upon a question, unless a ballot thereon has been required or demanded, a declaration by the Secretary that a resolution has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favour or against any resolution. The result of the vote so taken and declared shall be the decision of the members on the question. A demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is required by the Chair or is demanded and the demand is not withdrawn, a ballot upon the question shall be taken in such manner as the Chair directs.

21.9 Quorum

A quorum for the transaction of business at any meeting of members of the Board of Trade shall consist of those entitled to vote at such meeting and be present in person.

21.10 Rules of Order

The President (or in his or her absence, a person described in Section 20.6), shall preside as the chair of all meetings of the members and as such, shall have the right, power and authority to conclusively determine all procedural rules of order as he or she shall determine to be appropriate to govern the conduct of any meeting of the members.

22. EXECUTION OF INSTRUMENTS

22.1 Signatories-Contracts, Documents or other Instruments

Contracts, documents or any instruments in writing (except trade contracts made in the ordinary course of the Board of Trade’s business) requiring the signature of the Board of Trade, shall be signed:

a)    the President;

b)    the Treasurer

All contracts, documents and instruments in writing so signed shall be binding upon the Board of Trade without any further authorization or formality. The Board shall have power from time to time by resolution to appoint any other officer or officers or directors on behalf of the Board of Trade either to sign contracts, documents or instruments in writing generally or to sign specific contracts documents or instruments in writing. The seal of the Board of Trade may, when required, be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers or director or directors appointed by resolution of the Board.

22.2 Signatories-Cheques

All cheques or negotiable instruments to be drawn on the accounts of the Board of Trade shall be executed by the Treasurer & President. The Board shall have power from time to time by resolution to appoint any other officer or officers or director or directors on behalf of the Board of Trade either to sign cheques or negotiable instruments.

23. AMENDMENTS TO BY-LAWS

The Board may pass, repeal, amend or re-enact the By-laws of the Board of Trade from time to time in accordance with the provisions of the Act, the Letters Patent and these By-laws.

24. REPEAL OF FORMER BY- LAWS

24.1 Following approval of this By-law by the Board, it shall come into force on the date of its confirmation by the members of the Board of Trade.

24.2 Neither the enactment of this By-law nor the repeal of the former By-law of the Board of Trade shall invalidate any past act of any director, officer, member of the Board of Trade or other person, including without limitation, resolutions of the Board or of the members of the Board of Trade enacted or passed pursuant to the former By-law, it being the intention that this By-law shall speak only from the date when the same is effective, without in any way affecting any resolution duly passed or any act done, or any right, existing, acquired, established, accruing or accrued under the former By-law.