AS AMENDED AND RATIFIED AT THE ANNUAL GENERAL MEETING OF NOVEMBER 24th, 2009

ARTICLE 1

NAME:

The name of the organization shall be the Greater Sudbury Chamber of Commerce hereinafter referred to as “the Chamber”.

ARTICLE 2

OBJECTS:

The objects of the Chamber shall be to promote the civic, commercial, industrial, agriculture and tourism interests of the area and to preserve and further the operation of Canada’s private and competitive enterprise system based upon individual freedom of choice and personal initiative and responsibility.

ARTICLE 3

MEMBERSHIP:

1. The Chamber shall be composed of Active, Life and Honourary members.
2. All persons who agree with the objects of the Chamber shall be eligible to apply for active membership.  The procedure with respect to admission to and the exercise of privileges of, such membership shall be specified in the By Laws.
3. Associations, corporation, partnerships, estates or individuals may subscribe and hold active membership in this organization.
4. Individuals who have been active in the Chamber for a minimum of twenty (20) years but have retired from business may be recommended for Life Membership, which membership shall include all privileges and obligations of active membership except that of payment of dues or fees.
5. Distinction in public affairs shall confer eligibility to honourary membership which membership shall include all the privileges and obligations of active membership, except that of holding office and payment of dues or fees.

ARTICLE 4

THE GOVERNMENT OF THE CHAMBER:

1. The government of the Chamber, the direction of its affairs and the control of its property shall be vested in a Board of Directors which shall be composed of up to seventeen (17) directors consisting of the Immediate Past Chair, twelve (12) members nominated and elected in such a manner as hereinafter prescribed in the By Laws (the Immediate Past Chair could be one of the Elected Directors), and up to four ( 4) members appointed by the elected directors.
2. The President & CEO shall sit as a non-voting member of the Board of Directors and Executive Council and shall be entitled to partake in all discussions except when the Chair of the Board determines that a conflict of interest exists.

ARTICLE 5

MEETINGS:

1. The annual meeting of the Chamber shall be held before the end of October on a date specified by the directors at a place and hour to be designated by the board.
2. General meetings shall be held at such other times as the Chair of the Board, or Board of Directors may determine, or upon the written request of five (5) percent of the members in good standing.  Due notice by mail, or other electronic text form, shall be sent to each member.  When called otherwise than by the Chair of the Board, or Board of Directors, the notice of the meeting shall contain a statement of purpose of the meeting and shall be mailed, or forwarded by other electronic text means, to all members at least  twenty (20) days prior to the meeting.

ARTICLE 6

REFERENDA:

The Board of Directors may submit a question to the members for a mail referendum vote, the ballot for such a vote to be accompanied by briefs stating both sides of the question.  When so stated in the request, action taken therein by a majority of the respondents shall be final.

ARTICLE 7

FINANCES:

1. Funds for the operation of the Chamber shall be raised by annual fees from members, special assessments, and voluntary contributions from legally acceptable sources and from the proceeds of services carried out by the Chamber.
2. The Board of Directors shall prescribe the form and procedure for receiving and disbursing all funds due or entrusted to the Chamber.  All the monies belonging to the Chamber shall be deposited in a chartered bank, credit union or caisse populaire in the City of Greater Sudbury to be designated by the Board of Directors and such money may only be drawn out by cheque, bearing the signature of any two of the following:  Chair of the Board, First Vice Chair, Treasurer, President & CEO, or by automatic withdrawal approved by any two of the aforementioned.
3. No purchase, sale or mortgage of real estate shall be made until approved by a majority vote of the members on a referendum or at an annual meeting.
4. The funds and property of the Chamber shall be used and applied to and for such purpose only as may be calculated to promote the particular objects stated in Article 2 of this Constitution.
5. A complete audit of the books and accounts of the Chamber shall be made at least once a year by a properly qualified chartered accountant duly appointed at the annual meeting.  The financial statement forming part of this audit shall be made available to all members at the annual meeting.

ARTICLE 8

AMENDMENTS:

1. The Board may pass or amend the Constitution from time to time.
2. Where it is intended to pass or amend Constitution at a Board meeting, the President & CEO shall send, not less than 14 calendar days before the meeting, written notice of such intention to each director at the director’s address as shown on the records of the Chamber or by confirmed email.  Where the notice of intention is not sent as provided herein, any proposed amendments to the Constitution may nevertheless be moved at the meeting and discussion and voting thereon adjourned to the next meeting, for which no notice of intention is needed.  Further, an amendment requires the amendment to be carried by a two-thirds majority of the Directors present and voting at the meeting at which the amendment to the Constitution is to be considered.
3. Except as hereinafter otherwise provided, an amendment to the Constitution passed by the Board has full force and effect from the time the motion is passed or from such future time as may be specified in the motion.
4. An amendment to the Constitution passed by the Board shall be presented for confirmation at the next Annual General Meeting or special General Meeting called for that purpose.  A majority of the members in attendance at the Annual General Meeting or special General Meeting may confirm the Constitution as presented or rejected or amend it, and, if rejected, it immediately ceases to have effect, and, if amended, it takes effect as amended from that time forward.
5. Any rejection, amendment or refusal to approve the Constitution or part of the Constitution made in accordance with Section 4, shall not invalidate any act done or right acquired under any such Constitution prior to its rejection, amendment or refusal to approve and such rejection or amendment shall have no retroactive effect.

BY-LAWS

ARTICLE 1

MEMBERSHIP AND FEES:

1. Membership shall be acquired by application on a prescribed form which shall be referred to the Board of Directors for its acceptance or rejection at its next regular meeting by a two-thirds (2/3) majority.  Such member, on acceptance by the Board of Directors, shall have all rights and privileges and be subject to the obligations of active membership.
2. Honourary or Life members may be proposed by a member, reviewed by the Executive Council, and brought forward with a recommendation to approve or reject, for the consideration of the Board of Directors.  Every election of Honourary or Life memberships shall be announced to the Chamber at its first general meeting thereafter.
3. The scale of membership fees in the Chamber shall be set by the Board of Directors.
4. Any Active, Honourary or Life membership may be revoked by the Board of Directors by a two-thirds majority.
5. A member is in good standing as long as his/her dues are not determined by the Board of Directors as being in arrears.

ARTICLE 2

QUALIFICATION OF VOTERS:

1. Voting shall be by individual members and accredited representatives in good standing only, and each individual member and accredited representative shall cast only one vote.  No proxy votes shall be allowed.
2. Voting by all members other than individual members shall be assigned to accredited representatives who are named by the member organization in the manner prescribed by the Board of Directors.

ARTICLE 3

ELECTIONS AND APPOINTMENTS:

1. The annual election of directors shall be carried out at least thirty (30) days prior to the end of the fiscal year and the elected directors shall take office within ninety (90) days after the end of the fiscal year.
2.   The Election Committee is comprised of three (3) members, chosen from the Past Chairs of the Chamber no longer sitting on the Board, starting in reverse chronological order and excluding any Past Chair standing for election.  This committee shall conduct the election, certify the results, and cause a report to the Board of Directors.
3. The Election Committee will draw up and publish a slate of nominees from among the members in good standing at least twenty (20) days prior to the election date and request, in the same publication, any nominations from the members at large.  Nominations shall be closed ten (10) days prior to the election date.  Such nominations will be verified by the Election Committee who will cause to prepare the ballot in alphabetical order for distribution, stating place of employment and position of each nominated person.  No director shall be eligible for re-election as a director after holding that position for three (3) consecutiveterms ie: six (6) years, until after at least one (1) year has elapsed.  This eligibility provision relative to the six (6) year term of office shall not apply in the case of individuals holding the following offices:  Chair, First and Second Vice Chairs.
4. A ballot will be mailed to every individual member and accredited representative which must be returned to the Chamber office, on or before the hour and date indicated thereon.  The six (6) nominees receiving the highest vote will be elected for a two (2) year term and the six (6) nominees with the next highest vote for a one (1) year term.  All directors shall remain in office until their successors are elected or appointed.  In each succeeding year, six (6) directors shall be elected for a two (2) year term.  In any year a sufficient number of directors shall be elected for a one (1) year term to fill vacancies in the board.
5. Should a tie occur, the members of the Election Committee shall cast lots and certify the person, or persons, on whom the election falls.
6. Each individual member and accredited representative shall be limited to one ballot.
7. Within ninety (90) days after the end of the fiscal year the elected directors shall meet and appoint the appointed directors for the ensuing year.
8. Elected and appointed directors must complete and be approved by ServiceOntario contractor security screening. Failure to comply will result in immediate termination from the Board.

ARTICLE 4

VACANCIES:

1. If any member of the Board of Directors shall absent him/herself without reasonable cause from meetings of the Board of Directors, his/her seat may be declared vacant by the board.
2. A director shall be required to take a leave of absence from the Board of Directors and Executive Council once he/she declares candidacy to seek municipal, provincial or federal public office, and if elected, the individual’s seat shall be declared vacant.
3. In the case of resignation, removal, death or otherwise of an elected director, and where the vacancy cannot be filled by the candidate with the next highest number of votes on the most recent election ballot, the Board will refer to its analysis of Board membership alignment to the skills spectrum and invite a replacement with qualifications that meet Board needs from the membership at large.  The replacement shall serve for the remainder of the unexpired term.
4. In the case of the resignation, removal death or otherwise of an appointed director, the Board will refer to its analysis of Board membership alignment to the skills spectrum and invite a replacement with qualifications that meet Board needs from the membership at large.  The replacement shall serve for the remainder of the unexpired term.

ARTICLE 5

OFFICERS:

1. Within ninety (90) days after the end of the fiscal year a quorum of the board shall meet and elect officers, from amongst themselves, for the ensuing year a Chair of the Board, First Vice Chair, Second Vice Chair, and Treasurer.  Subsequently, the Board of Directors may employ a President & CEO, who shall serve as the Secretary of the Corporation, and whose compensation shall be approved by the Board of Directors.
2. The President & CEO shall be the chief administrative officer of the Chamber and shall serve as Secretary of the Corporation.  The President & CEO shall be responsible for keeping the records and books of the Chamber, conducting its administration, retaining copies of all official letters and preserving all official documents.  The President & CEO, with the Chair of the Board, sign and when necessary seal with the seal of the Chamber, all papers and documents requiring signature and execution on its behalf.  The President & CEO shall sit as a non-voting member at all meetings of the Board of Directors and Executive Council and shall be entitled to take part in all discussions except when the Chair of the Board determines that a conflict of interest exists.
3. The President & CEO and the Chair of the Board shall be the official spokespeople for the Chamber.  No communication shall be made to the public in the name of the Chamber, for any purpose, other than by the President & CEO, the Chair of the Board, or their designate.
4. The Treasurer will work collaboratively with the Audit Committee to support the Board of Directors in achieving its judiciary responsibilities.  The Treasurer shall have charge of all funds of the Chamber and shall cause to have such funds deposited as stated in Article 7. 2 of the Constitution.  The Treasurer shall work cooperatively with the President & CEO in preparation of the draft annual budget to the Board of Directors., The Treasurer will present the quarterly financial statements to the board as prepared by staff.  The Treasurer will work cooperatively with the President & CEO and the auditors in the presentation of the annual audited financial statements to the Board of Directors by the auditors.  The Audit Committee will consider and make recommendations to the board on the investment of chamber funds.
5. The duties of the officers shall be such as their titles by general usage would indicate and such as required by law, and such as may be assigned to them respectively by the Board of Directors from time to time.
6. Indemnity:  The Directors and Officers of the Chamber shall be indemnified and saved harmless out of the assets and profits of the Chamber from and against actions, costs, charges, losses, damages and expenses which they or any of them or any of their heirs, executors and administrators shall or may incur or sustain by or by reason of the performance of their duty as a Director or an Officer except such as a Director or Officer shall incur or sustain as the result of his or her failure to act honestly and in good faith with a view to the best interests of the Chamber.
7. Insurance for Directors and Officers:  The Chamber shall purchase and maintain errors and omissions insurance for the benefit of a Director or Officer of the Chamber.
8. The President & CEO, shall when required, furnish surety bonds in such amounts as may be deemed necessary by the Board of Directors, the cost of same to be borne by the Chamber.

ARTICLE 6

COMMITTEES:

1. The Board of Directors, through its Policy Governance process, shall authorize and define the powers and duties of all committees.

ARTICLE 7

MEETINGS:

1. A properly constituted general meeting shall consist of five (5) percent of the members in good standing and this constitutes a quorum.
2. The Board of Directors shall meet at least five (5) times per year.
3. A special meeting of the Board of Directors may be called at any time by the Chair of the Board upon reasonable attempt to notify each director of such meeting, or by not less than three (3) directors provided that when called otherwise than by the Chair of the Board, each director shall be notified stating the purpose of the meeting, not less than twenty-four (24) hours preceding the meeting.
4. At all meetings of the Board of Directors, unless otherwise prescribed herein, one- third (1/3) of the members shall constitute a quorum.
5. Directors and committee members may participate in board and committee meetings via conference call or video conference if, or where, available, and participation in this manner shall constitute attendance for quorum purposes.
6. Voting procedure at all meetings of the Board of Directors, except as otherwise prescribed, shall be that a simple majority of the directors present and voting shall prevail.    A director having a conflict of interest in a matter before the Board shall absent him or herself from all discussions and votes pertaining to the matters in which they are in a conflict by leaving the room.
7. All questions of parliamentary procedure shall be settled according to Robert’s Rules of Order, whenever they are not inconsistent with the Constitution or the By Laws of this organization.

ARTICLE 8

AMALGAMATION OR DISSOLUTION:

Upon amalgamation with one or more other Boards of Trade or Chambers of Commerce or other corporations with similar objects, the property of the Greater Sudbury Chamber of Commerce shall belong to such amalgamated corporation. Upon dissolution, the property of the Greater Sudbury Chamber of Commerce shall, after satisfaction of its debts and liabilities, be paid or transferred to or distributed among such charitable causes having similar objects in the City of Greater Sudbury as the Board of Directors may, in its sole discretion, decide.

ARTICLE 9

FISCAL YEAR:

The fiscal year shall end at the 30th of June.

ARTICLE 10

AMENDMENTS:

1. The Board may pass or amend the By Laws from time to time.
2. Where it is intended to pass or amend By Laws at a Board meeting, the President & CEO shall send, not less than 14 calendar days before the meeting, written notice of such intention to each director at the director’s address as shown on the records of the Chamber or by confirmed email.  Where the notice of intention is not sent as provided herein, any proposed By Laws or amendments to the By Laws may nevertheless be moved at the meeting and discussion and voting thereon adjourned to the next meeting, for which no notice of intention is needed.  Further, an amendment requires the amendment to be carried by a two-thirds majority of the Directors present and voting at the meeting at which the amendment to the By Law is to be considered.
3. Except as hereinafter otherwise provided, a By Law or an amendment to the By Law passed by the Board has full force and effect from the time the motion is passed or from such future time as may be specified in the motion.
4. A By Law or an amendment to a By Law passed by the Board shall be presented for confirmation at the next Annual General Meeting or special General Meeting called for that purpose.  A majority of the members in attendance at the Annual General Meeting or special General Meeting may confirm the By Law as presented or rejected or amend it, and, if rejected, it immediately ceases to have effect, and, if amended, it takes effect as amended from that time forward.
5. Any rejection, amendment or refusal to approve the By Law or part of the By Law made in accordance with Section 4, shall not invalidate any act done or right acquired under any such By Law prior to its rejection, amendment or refusal to approve and such rejection or amendment shall have no retroactive effect.