Articles of Association
of the Labrador West Chamber of Commerce
NAME AND OBJECT
1. The name of this organization shall be the “Labrador West Chamber of Commerce”.
2. The objects of the Labrador West Chamber of Commerce are specifically set out in paragraph #3 of the Memorandum of Association herein and general our object is to promote and improve trade and commerce and the economic, civic and social welfare of the district.
3. The Registered Office of the organization will be situated at the offices of Miller and Hearn, Menihek Building, Labrador City, in the Province of Newfoundland.
4. The Labrador West Chamber of Commerce shall be non-sectional and non-sectarian and shall not lend it’s support to any candidate for public office.
5. Whenever the words “The Chamber” occur in these Articles, they shall be understood to mean “The Labrador West Chamber of Commerce” as a body”.
6. Whenever the words “General Meeting” occur in these Articles, they shall be understood to mean a regular meeting of the Chamber.
7. Whenever the words “The Council” occur in these Articles, they shall be understood to mean “The Council of the Labrador West Chamber of Commerce”.
8. Whenever the words “The District” occur in these Articles, they shall be understood to mean the “District of Menihek”.
9. Any reputable person, directly or indirectly engaged or interested in trade, commerce or the economic or social welfare of the District, shall be eligible for membership in the Chamber.
10. Associations, Corporations, Societies, Partnerships or Estates directly or indirectly engaged or interested in trade, commerce or the economic or social welfare of the District may become members of the Chamber.
11. At any General Meeting of the Chamber any member in good standing may propose any eligible person or organization as a candidate for becoming a member of the Chamber, providing such candidates shall undertake, if admitted, to be governed by the Memorandum of Association and the Articles of Association of the Chamber.
12. If such a proposal is carried by a majority of the members then present at a General Meeting, such person or organization shall thence forth be a member of the Chamber and shall have all the rights and be subject to all the obligations of the other members.
13. Membership shall continue from the time of admittance until a member has resigned in accordance with the provisions of these Articles or has been removed from the roll of other members of action of the Chamber.
14. Any member of the Chamber who intends to retire therefrom or to resign his/her membership may do so, at any time, upon giving to the secretary ten days notice in writing of such intent, and upon discharging any lawful liability which is standing upon the books of the Chamber against him/her at the time of such notice.
15. Any member or representative of any member of the Chamber may be suspended by a majority vote of the Council and with subsequent ratification by a simple majority vote of the members of the Chamber present at a general meeting for the following reasons:
a. Non-payment of dues for a period of ninety (90) days from the date they fall due.
b. Conduct which the Council and the Chamber deems detrimental to and not in the best interests of the Chamber or the community.
16. The annual dues payable by members and alternate members of the Chamber shall be determined annually by the Council, subject to the approval of a general meeting whenever a change in the amount is involved.
17. Other assessments may be levied against all members, provided they are recommended by the Council and approved by a majority of the members present at a general meeting of the Chamber. The notice calling such general meeting shall state the nature of the proposed assessment.
OFFICERS AND COUNCIL
18. A President, two Vice-Presidents, Secretary and Treasurer, and eight other members shall be elected by a ballot from among the members each year at the annual general meeting, and shall form the Council. They shall remain in office for one year or until their successors shall be appointed. A retiring President shall be, ex-officio, a member of the Council. Persons elected to the Executive Council for a term of two years shall remain in office until the duration of their term.
19. Notwithstanding paragraph 15 herein, the Council alone may suspend a person from the Council when he/she has been sent absent from three consecutive Council Meetings.
20. When a member of the Council dies, resigns his office, or is suspended, the Council may at any meeting thereof, appoint a member of the Chamber to be a member of the Council in the place of the member who has died, resigned or been suspended.
21. The Council shall have the general power of administration. It may take 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 or as may be required by vote of majority of members present at any general meeting.
22. The Council shall, in addition to the powers hereby expressly conferred on it, have such powers as are assigned to it by any Article of the Chamber, provided, however, that such powers are not inconsistent with the provisions of the Companies Act of Newfoundland and Labrador.
23. Any five (5) 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.
24. The Council shall frame such Articles of Association as appear to it best adapted to promote the welfare of the Chamber and shall submit them for adoption at a General Meeting of the Chamber, called for that purpose.
25. The Council, or, as its request, the President, may appoint committees or designate members of the Council or of the Chamber or others to examine, consider and report upon any matter or to take action as the Council may request.
26. The President may suspend any committee chairperson from office or have his/her office terminated for just cause or any committee may be terminated by the President, both subject to the approval of the Council.
27. No paid employees of the Chamber shall be a member of the Council or executive committee. Officers of the Chamber shall receive no renumeration for services rendered, but the Council may grant any of these said officers reasonable expense monies.
28. The President and Vice-President before taking office, shall take and subscribe before the mayor or before any justice of the peace, an oath in the following form:
“I swear that I will faithfully and truly perform my duties as _______________________ of the Labrador West Chamber of Commerce, and that I will, in all matters connected with the discharge of such duty to all things and such things only, as I shall truly and conscientiously believe to be adapted to promote the objects for which the Chamber was constituted according to the true intent and meaning of the same. So help me God.”
29. The meetings of the Council shall be open to all members of the Chamber who may attend and who may, at the discretion of the Council, take part in any of the proceedings.
30. No public pronouncement in the name of the Chamber my be made unless authorized by the Council and by some person to whom the Council had delegated this authority and in the event an unauthorized pronouncement is made by a member of the Chamber, the Council and the Chamber may consider this a reason for suspension from the Chamber pursuant to Article 15 (b) herein.
31.(a) The President shall preside at all meetings of the Chamber of Council and shall regulate the order of business at such meetings, receive and put lawful motions and communicate tot he meeting those matters which are deemed to concern the Chamber. The President shall, with the Secretary, sign all papers and documents requiring signature on behalf of the Chamber, unless someone else is designated by the Council. It shall be the duty of the President to present a general report of the activities of the year at the annual Meeting.
(b) A Vice-President, delegated by the President, shall act in the absence of the President and in the absence of both those officers; the meeting shall appoint a chairperson to act temporarily.
(c) The Treasurer shall have charge of all funds of the Chamber and shall deposit, or cause to be deposited, the sane in a chartered bank, selected by the Council and our of such funds shall amounts approved by the Council and shall keep a regular account of the income and expenditure of the Chamber and submit an audited statement thereof for presentation to the annual general meeting and at any other time as required. The Treasurer shall make such investment of the funds of the Chamber as the Council may direct and shall, with the Vice-President, sign all notes, drafts and cheques.
(d) The Secretary, shall be the executive of the Chamber and shall be responsible to the Council for the general control and management of business and affairs and shall be responsible for keeping the books of the Chamber, conducting its correspondence retaining copies of all official letters, preserving all official documents and shall perform all such other duties as properly appertain to his/her office. The secretary shall with the President, sign and when necessary, seal with the seal of the Chamber, of which the Secretary shall have custody, all papers and documents requiring signature or execution on its behalf. The Secretary shall maintain an accurate record of the proceedings of the Chamber and of the Council. At the expiration of the term of office, the Secretary shall deliver to the Chamber all books, papers and other property of the Chamber.
32. The Chamber shall hold its Annual General Meeting during the month of September at which time the Council for the future year shall be elected. A nominating committee composed of a minimum of one member shall present a slate of officers to the general meeting during August of each year provided that any other nomination of persons for office may be added to the slate presented during the said annual general meeting.
33. Notice of all Council, general and annual general meetings of the Chamber shall be given at least one week in advance of the said meeting.
34. Special general meetings of the Chamber may be held at any time when summoned by the President, or requested in writing by any five members of the Council or any ten members of the Chamber. At least three days notice of such meetings shall be given.
35. The Council shall meet from time to time as may be necessary to carry on the business of the Chamber.
36. At any annual or general meeting, 25% of the members shall be quorum and, unless otherwise specifically provided, a majority of members shall be competent to do and perform all acts which are or shall be directed to be done at any such meeting.
37. Minutes of the proceedings of all general and Council meetings shall be entered in books to be kept for that purpose, by the Secretary.
38. The entry of such minutes shall be signed by the person who presides at the meeting at which they are adopted.
39. All books of the Chamber shall be opened at all reasonable hours to any member of the Chamber free of charge.
VOTING RIGHTS AND FEES
40. Fees for all members of the Chamber shall be the amount determined by article 16 payable within (30) days from the first day of June in each year, or within thirty days from the date at which a new member is admitted to the Chamber.
41. Each member of the Chamber in good standing shall have one vote at any Council, general, annual or special general meetings.
42. Voting at Council or general meetings shall normally be by show of hand, or if requested by the Chairperson by standing vote. A roll call vote may be taken if requested by three (3) members providing such request received that approval of a majority of the members assembled.
43. At any meeting of the Chamber, the presiding officer shall vote only the case of a tie.
44. Motions or amendments shall be carried at any Council, general, annual general, or special general meeting by a majority vote unless otherwise provided in these Articles.
45. Articles may be made, repealed or amended in accordance with the Companies’ Act of Newfoundland and Labrador.
46. Such Articles shall be binding on all members of the Chamber, its officers and all other persons lawfully under its control. They shall come into force and be acted upon only when they have been accepted by the Registrar of Deeds, Companies and Securities of Newfoundland and Labrador.
47. The Chamber, at the discretion of the Council, shall have power to affiliate with the Canadian Chamber of Commerce, the Atlantic Provinces Chamber of Commerce, any provincial or regional Chamber and any other organizations in which membership may be in the interests of the Chamber.
48. The fiscal year of the Chamber shall commence on the first day of June and end on the 31st day of May in each year.
49. Auditors shall be appointed by the members present at any general meeting and they shall audit the books and account of the Chamber at least once in each year. A financial statement shall be presented by the Treasurer at each annual meeting and at any other time required by the Council.
50. At all Council, general, annual general and special general meetings of the Chamber, Roberts Rules of Order Newly Revised shall be used as a guideline for procedure.