Governing Documents and Bylaws - West Nova Chamber of Commerce

Our governing Documents and Bylaws

The mission is to empower, connect, and advocate on behalf of our business community. To promote and enhance the business community of Digby County by providing resources, advocacy, education and networking opportunities, and fostering economic growth.

Revised By-laws Dated November 1, 2023

Section 1: Legal Structure

The West Nova Camber of Commerce is a not-for-profit Corporation consisting of a governing membership committed to the growth of business and the enhancement of the social, cultural and educational standards which contribute to the economic prosperity and quality of life in Digby County.

Section 2: Names

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

The name of The Board of Directors shall be known as “The Council.”

Section 3: Location

The Chamber’s principal office shall be at the location of the at the time of existence CEO. The current location shall be 6860 Highway 101 Digby, NS B0W 2R0

Meeting locations shall be determined by the Council and communicated to the members in advance

Section 4: The Chamber’s mission and Vision

Our vision is to become seen as a key player and catalyst for economic prosperity in Digby County. To become a hub for the business community with monthly membership meetings, education and networking.

The West Nova Chamber of Commerce shall be politically non-partisan, non-sectional, and non-sectarian and shall not lend its support to any candidate for public office.

The Chamber shall pursue the following objectives:

Promote the interests of local businesses and foster their growth.
Provide networking opportunities and facilitate collaboration among members.
Advocate for the business community at the local, regional, and national levels.
Support economic development initiatives and tourism promotion.
Offer educational programs and resources to enhance members’ skills and knowledge.
Support initiatives that enhance the quality of life in Digby County
Foster partnerships and relationships with community stakeholders.
To seek and develop cost saving programs for the members.

Section 6: Membership

Eligibility Membership in the Chamber shall be open to businesses, professionals, organizations, and individuals who support the objectives of the Chamber.

When entity such as a Board of Trade or Chamber of Commerce becomes a member of the West Nova Chamber of Commerce, they are integrated into our membership structure in a way that mirrors how we treat other corporate members. This approach ensures fairness and consistency in our membership policies.

One key aspect of this consistency is pricing. We determine the membership fees for Boards of Trade and Chambers of Commerce by considering their membership numbers in much the same way as we would if their members were employees of a standard corporate member. In other words, we use a formula that takes into account the size and scale of the organization’s membership.

This approach is designed to provide equitable treatment to all our members. It ensures that no matter the type or size of the member organization, each is assessed fees that align with their level of involvement and the benefits they receive as part of the West Nova Chamber of Commerce.

By applying a membership pricing structure based on membership or employee numbers, we aim to create a level playing field, promoting inclusivity and enabling all member organizations, including Boards of Trade and Chambers of Commerce, to access the advantages and resources our chamber offers. This approach helps build a strong and diverse network of businesses and organizations, fostering collaboration and growth in the Digby West Nova region.

The Boards of Trade and Chambers of Commerce shall be known as Chapters and WNCC will provide the services to their members the same as for other types of memberships.

The reason why Chapters members would not simply join WNCC directly is that the chapters usually have significantly lower membership fees.

Section 7: Admission of Members

New applicants for membership in the Chamber may be proposed as a candidate for membership by any Chamber member or The Council, provided such candidate shall undertake to be governed by these By-Laws and any other the policies, procedures, and codes of the Chamber.

Section 8: Membership Qualifications

Any person, business or organization who directly supports the objects of the Chamber may apply for membership.

Each membership carries one vote at Chamber General Meetings.

Section 9: Membership Admission

Membership is open to all parties who have an interest in the promotion of business and the betterment of Digby County.

Members can apply for membership online at www.westnovachamaber.ca by filling out the membership application and paying their membership fee on the website.

Memberships will receive final approval following The Board of Directors monthly meeting. Membership shall be approved by a majority vote of The Council.

In the unlikely event a member would not be accepted, the membership payment would be immediately refunded.

The member shall have the right to appeal at the next Board meeting. The member would appeal by way of email to ceo@westnovachamber.ca

Section 10: Membership Termination

A membership in the Chamber of Commerce is terminated when:

The Member dies, or, in the case of a Member that is an organization or a corporation, the organization is disbanded or the corporation is dissolved.

A Member fails to maintain any qualifications as to a member in good standing.

A member engages in behavior that is detrimental to the Chamber’s reputation.

Section 11: Removal of Membership

Any member who fails to pay such dues within 90 days of the date they fall due shall be removed from the roll of members. All privileges of membership shall be forfeited.

To be qualified as a “member in good standing” they must be a paid-up member and can not conduct behaviour that casts a bad light on the reputation of the Chamber of commerce. In other words, they can be expelled if it is determined by the Council, that it is in the best interest of the Chamber to do so.

Section 12: Discipline powers of Board

The Council, shall have authority to suspend or expel any Member from the Chamber of Commerce for any one or more of the following grounds:

Violating any provision of the Certificate of Formation, By-Laws, or written policies of the Chamber of Commerce;

Carrying out any conduct which may be detrimental to the Chamber of Commerce as determined by The Council, in its sole discretion;

In the event that The Council, determines that a Member should be expelled or suspended from membership in the Chamber of Commerce, the President, or such other Officer as may be designated by The Council, shall provide twenty (20) days’ notice of suspension or expulsion to the Member and shall provide reasons for the proposed suspension or expulsion.

The Member may make written submissions to The Council, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by The Council, The Council, may proceed to notify the Member that the Member is suspended or expelled from membership in the Chamber of Commerce. If written submissions are received in accordance with this provision, the Council, will consider such submissions in arriving at a final decision and shall notify the Member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The Council’s decision shall be final and binding on the Member, without any further right of appeal.

Upon any termination of membership, the rights of the Member, including any rights in the property of the Chamber of Commerce, automatically cease to exist.

Section 13: Membership Categories

The Chamber shall have seven levels of membership.

Sole Proprietorships
Corporations
Not for Profit entities (Includes boards of trade)
Educational entities
Students
Individual persons
Retired individuals

Section: 14: Rights and Responsibilities

Members shall have the right to participate in Chamber activities, vote in elections, and enjoy other benefits as determined by The Council, Members are responsible for adhering to the By-Laws, paying dues promptly, and supporting the Chamber’s mission and objectives.

Members shall have one vote per Membership which can be by proxy.

Boards of Trade and Chambers of Commerce would also have just one vote. Their own members would not have a vote, unless they join WNCC.

The Boards of Trade and Chambers of Commerce shall be known as Chapters and WNCC will provide the services to their members the same as for other types of memberships.

The reason why Chapters members would not simply join WNCC directly is that the chapters usually have significantly lower membership fees.

Section 15: Board of Directors & Chamber Composition

The Chamber shall have 4 Founding Directors. President, Vice President, Secretary, and Treasurer.

The Chamber shall have a maximum of 12 directors including the founding Directors.

The Chamber shall be governed by the Board of Directors.

Section 16: The Chief Executive Officer (“CEO”)

The Chamber shall be founded with a CEO. The Founding CEO shall be responsible for overseeing the day-to-day operations of the Chamber.

Having a CEO will enable the Chamber to be properly set up for success and ensures continuity of knowledge, experience and oversight of the Chamber. This is especially important as insurance that there will never be a mass turnover of Directors, leaving the Chamber without experienced management. It also addresses the fact that the Directors are volunteers and have other commitments.

The CEO shall have supervision and authority over the affairs and personnel of the Chamber.

The CEO shall have the signing authority to bind the Chamber for expenses and contracts related to the day-to-day operations of the Chamber.

For any contracts or individual expenses exceeding five thousand dollars, it shall require the approval of The Council.

The CEO shall appoint the Founding Directors for their first term. Afterwards there shall be an annual election of Directors in the first quarter of each year.

The CEO shall hold a permanent position unless voted out by The Council, for unethical or non performance of their duties.

The CEO shall have the same rights to appeal as the members of The Council,

The CEO or President, shall chair The Council Meetings and the President shall chair the Membership General Meetings.

There shall be a minimum of 4 and a maximum of 12 Directors elected by the members at large.

The Council, may appoint Committee Chairs from The Council, or from the Membership.

Section 17: Elections

Each election shall be held electronically, in advance of the AGM. The Chamber shall elect a minimum of 4 directors and a maximum of 12.

The Chamber shall have the following Officers.

President
Vice President
Secretary
Treasurer

The Chamber is open to have Eight (8) Directors at Large.

If there is a tie vote in Council meetings the CEO shall have the right to cast one vote to break the tie.

The members shall elect the following Officers from among the Directors, at the Annual General Meeting, for a one (1) year term: President, Vice-President, Treasurer and Secretary. An Officer shall hold such office until a successor is elected, or until such Officer is removed from office by a majority vote of the Board, or until such Officer provides a resignation in writing to the President.

The CEO shall head the election committee and shall present a slate of candidates running for specific officer positions at the AGM. The slate shall be emailed to all the members at least 30 days prior to the AGM.

A candidate must be nominated for as specific position. It does not require a seconder, unless a candidate is running from the floor.

Every Officer except the CEO must also be a Director. The Board shall have the authority to appoint Officers, as deemed necessity, pending them being elected at the following AGM.

The term of office for an Officer will be effective as of the date of the AGM.

The Council, may appoint Chairs from the membership at large for the following positions.

Chair of the Membership Committee

Chair of the Advocacy Committee

Chair of the Events Committee

Chair of the Social Media and Public Relations

There may be any other committees as appointed by The Council, from time to time. A possible appointment would be as a Chamber Ambassador.

Section 18: Term of Office

Directors at Large shall be elected by the Chamber’s membership through a transparent and democratic process. The term of office for directors shall be [1] year commencing March 1.

Section 19: Election Procedures

If a procedure or process is not clear then Roberts Roles of Order shall prevail.

An Election Enumerator shall be appointed to supervise the voting. The election shall be held by electronic vote.

Any member can nominate a candidate for Officer or Director. Nomination forms will be provided on the Chamber website.

There shall be an electronic ballot form submitted to all members that includes the names of all the candidates running for various positions in the election.

Members shall be vetted as to being a member in good standing, to qualify for voting.

Members must have a valid email address in order to vote.

There shall be clear instructions included in the email on how to vote.

The ballots shall be emailed to the members no later than 10 days prior to the election.

The voting shall be private and secure. Votes shall be anonymous to the members at large.

Late submissions will not be accepted.

The enumerator shall ensure that only eligible votes are counted.

The members shall receive as part of their voting package, providing information about the election process, the candidates, their positions, and their qualifications. This can be done through candidate profiles, campaign statements, or links to their websites.

The votes shall be recorded on a spreadsheet and kept by the Chamber Secretary in a secure file in case the results are challenged by anyone.

Further the spreadsheet facilitates the vote counting process.

The election results shall be shared at the AGM.

The successful officers shall be sworn in at the AGM.

Any election disputes shall be handed with an arbitration committee established by the CEO, Secretary and Election Enumerator.

Section 20: Powers and Responsibilities

The Council shall work with the CEO and have the authority to manage and oversee the affairs of the Chamber. Their responsibilities shall include strategic planning, financial oversight, policy development, and ensuring the Chamber’s activities align with its mission and objectives.

Section 21: Meetings

The Annual General Meeting (AGM) of the members shall be known as the AGM.

The Annual General Meeting of the Chamber shall be held each year in the month of February at a time and place determined by The Council or at the earliest possible date thereafter.

Any meetings of Members or Board shall require at least ten days written notice. Notice of a meeting shall name the time and place of the meeting, clearly define the purpose of the meeting, and contain enough information to allow the members to make reasoned decisions. Each notice shall be

Member meetings, – although they are technically a general meeting, shall be referenced to as a Member meeting.

The Council, shall hold member meetings once per month or as otherwise determined by The Council, but not less than 4 per year.

A quorum is definedof 50% plus one of the members in attendance. In case of a tie vote the CEO shall have a tie breaker vote.

In the member meetings, they will be conducted in the manner of a general meeting thereby eliminating the need for quarterly general meetings.

In the AGM, the following items shall be put before the Members for consideration:

The announcement of the election results

The swearing in of the officers.

The appointment of an auditor for the Chamber of Commerce;

The annual report of the President of The Council, .

Annual financial statements and financial report of the members of the Chamber of Commerce.

Section 22: Minutes of the AGM

Minutes of the proceedings of the Annual General Meetings, special meetings of the members, and Board Meetings shall be digitally recorded in the Chamber electronic drive by the Secretary.

The minutes referred to above, shall be open at all reasonable hours to any member of the Chamber free of any charge.

Section 23: Execution of Documents.

Any two (2) of the President, Vice President, Treasurer, Secretary, and CEO shall have the authority to sign documents and agreements on behalf of the Chamber, and to certify such documents, unless stated otherwise in a policy of The Council.

Section 24: Attendance,

Any Directors, who miss 3 consecutive meetings or attend less than 50% of the meetings for 6 successive meetings shall be removed from their position, in the absence of prior approval by the Council, for missing meetings.

Section 25: Directors’ meetings,

Voting decisions shall be made by a majority vote of directors present in that specific meeting, with the CEO having the right to place a tie breaking vote.

Section 26: Officer Positions

The officers of the Chamber Board of Directors shall include, but not be limited to, a President, Vice President, Treasurer, and Secretary. The Council, may appoint additional Director positions as deemed necessary to a maximum of 12. Said appointed Directors may run for election at the next AGM.

Section 27: Term of Office

Officers shall be elected by the Members, from among its members in good standing, for a term of one year commencing March 1.

Section 28: Duties and Responsibilities

Each officer shall have specific duties and responsibilities as outlined below:

President: The President shall be responsible for the oversight of The Council and shall have the authority to sign on behalf of the Chamber and be available to represent the Chamber in official capacities.

CEO or President shall preside over meetings, as appropriate, represent the Chamber in official capacities, and oversee the general operations of the organization.

In the event of a President being elected or appointed, they shall be mentored by the CEO in the required duties of a President.

The President shall present a general report of the activities of the year at the Annual General Meeting.

Vice President: The Vice President shall assist the President and fulfill their duties in their absence or as delegated. They may also take on specific responsibilities as assigned by the Council.

Treasurer: The Treasurer shall be responsible for the Chamber’s financial matters and report to the Council. They shall oversee the budget, financial reporting, and ensure compliance with applicable financial regulations. The Treasurer may also coordinate fundraising activities and financial planning.

The Treasurer shall submit annual financial statements for approval to the Annual General Meeting, make reports on the financial position of the Chamber and present the most recent financial statements showing the financial results and financial position of the Chamber, whenever called upon to do so, at the other meetings of the members or The Council.

To perform such other duties as may be delegated by The Council and be subject to the supervision and direction of The Council.

To ensure that all financial and other records in the custody of the Treasurer are open and available to the Directors at all times for inspection or audi.

On ceasing to hold office, surrender all records, files, books of account, monies, securities and other property of the Chamber to a successor or to such other person as shall be designated by The Council.

Secretary:

The Secretary shall maintain accurate records of Board meetings and ensure proper documentation and communication. They shall handle correspondence, agendas, minutes of meetings, and financial statements. The Secretary maintains the Chamber’s records, and assist in maintaining membership records. All records shall be stored electronically and shall be made available to members on request.

Oath of Directors:

The officers shall swear an oath at the AGM. “I swear that I will faithfully and truly perform my duty as -insert title- of the West Nova Chamber of Commerce, and that I will, in all matters connected with the discharge of that duty, do all things, and only such things, as I 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.”

(The following is an excerpt used for thee 2024 swearing in of Directors)

Swearing-in Ceremony for the West Nova Chamber of Commerce Directors

Welcome everyone!

We are gathered here today to officially swear in the newly elected Directors of the West Nova Chamber of Commerce. These dedicated individuals have pledged their commitment to serving the business community and fostering economic prosperity in our region.

On behalf of the Municipality of Digby, I, Linda Gregory Warden of the Municipality of Digby, am honored to conduct this ceremony.

Directors, please stand before me.

(The Warden calls each Director’s name individually.)

Max Hersey as President

Joanne Frost-Trimper, VP

Julie White – Secretary Treasure

Nick Foote – Advocacy Chair

Mani Chakrabarty – Director at Large

Randy Peck – Director at Large

[Director’s Name], please raise your right hand and repeat after me: (Option to use the Bible)

“I swear that I will faithfully and truly perform my duty as [Director’s Title] of the West Nova Chamber of Commerce, and that I will, in all matters connected with the discharge of that duty, do all things, and only such things, as I 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.”

(Each Director repeats the Oath after the Warden.)

Congratulations, Directors! You have now been officially sworn in to your positions. I have full confidence that you will serve the West Nova Chamber of Commerce with distinction.

The Municipality of Digby stands firmly behind your endeavors and offers its continued support. Together, we can build a vibrant and thriving business community in West Nova.

Thank you.

Section 29: Protection of the Directors and Officers

The Chamber will indemnify a Director or Officer against any claim, action, or other loss arising from the performance of the Director or Officer’s duties except those arising from wilfully negligent actions.

The Chamber shall maintain sufficient directors’ and officers’ liability insurance.

Section 30: Conflict of Interest Obligation of Directors

It is the duty of all Directors to avoid real or perceived conflicts of interest in their dealings with the Chamber. Should such situations arise, a Director shall declare his/her conflict of interest, which shall be noted in the minutes, and shall take direction from The Council, by a vote as to their further involvement in the discussion of the item in question.

Section 31: Dissolution of the Chamber

In the event of dissolution of the Chamber, notification must be presented to the membership of a special meeting of such intent at a time and place specified by The Council. At least ten (10) days’ notice of such meeting shall be given to all members. Each notice shall be circulated by electronic means to the last known email address of each member.

A motion of intent to dissolve must be presented and must be approved by a majority of the members present in order to be enacted.

A subsequent motion should deal with the divestment of the remaining assets (i.e. after payment of all liabilities). The options for divestments should be a) a successor organization, b) the Ontario Chamber of Commerce or c) any registered not for profit organization in the community.

Section 32: Advisors to The Council, and the Past-President of The Council

An advisor (s) may be appointed as such by The Council, for a one (1) year term. As an advisor to The Council, such individual will have an open invitation to attend and speak at any Board meetings; such invitation may be withdrawn or suspended at any time by a majority vote of The Council. Such individual will not be a Director or have any other privileges held by a Director.

Section 33: Mayor or Warden’s Designate

The Mayor of the Town of Digby, or the Mayor’s designate, and the Warden or the Warden’s designate will have an open invitation to attend and speak at any Board meetings; such invitation may be withdrawn or suspended at any time by a majority vote of The Council. Such individual will not be a Director or have any other privileges held by a Director.

Section 34: Establishment of Committees

The Council, may at any time establish committees or task forces, and appoint the members thereof, as it may deem advisable for the promotion and interests of the Chamber. The Council may remove any committee member by a majority vote. Committees shall be open to any member of the Chamber.

The Council, shall authorize and define the powers and duties of all committees. No resolution or action by a committee shall be binding or expressive of the Chamber without the approval of The Council.

Each committee shall have a Chair who reports to The Council.

Section 35: Committee Structure and Appointment

The Council shall determine the composition, responsibilities, and appointment process for each committee. Committee members may include directors, Chamber members, or individuals with specific expertise or interest.

Section 36: Reporting

Each Committee Chair shall provide regular reports to The Council, on their activities, progress, and recommendations. The committees shall operate in alignment with the Chamber’s mission and objectives. Each Committee shall include one Director.

Section 37: Meetings

All meetings shall run under Roberts Rules of Order, except when stated otherwise in the By-Laws. The Chamber shall hold monthly general meetings to engage members, provide updates, and discuss relevant matters.

There shall be an option to reduce the frequency of meetings, but not less than quarterly meetings.

All meetings shall be posted on the Chamber website calendar.

Section 38: Voting

A Member of The Council or the Chamber shall be entitled to vote by proxy at a meeting of the Members or The Council. Votes can be made by email.

Section 39: Annual General Meeting (AGM)

The Chamber shall hold an Annual General Meeting to report on its activities, elect directors, approve financial statements, and address other pertinent matters. Notice of the AGM shall be provided to members in 60 days advance of the meeting.

The Council, shall hold the elections electronically.

Section 40: Special Meetings

Special meetings may be called by the Council, or upon an email request by a specified number of members. The purpose of the special meeting shall be stated in the notice, and only matters related to the stated purpose shall be discussed. Such meetings shall be held within 30 days of notice.

Section 41: Amendment Process

These By-Laws may be amended, repealed, or added to by a special resolution of the members. Notice of proposed amendments shall be given to members in advance, and the resolution shall be passed by a majority of voting members present.

Section 42: By-Law Review

The Council, shall review these By-Laws periodically to ensure their relevance and compliance with applicable laws. Proposed amendments resulting from the review process shall be presented to the members for approval.

Section 43: Financial Matters

The Chamber’s fiscal year shall begin on January 1 and end on December 31^st of each year.

The Council, may borrow capital without the Members’ approval

The Council, may, without authorization of the Members, borrow money on the credit of the Chamber of Commerce; issue, reissue, sell, pledge or hypothecate debt obligations of the Chamber of Commerce; give a guarantee on behalf of the Chamber of Commerce; and mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Chamber of Commerce, owned or subsequently acquired, to secure any debt obligation of the Chamber of Commerce.

Section 44: Financial Review

The Chamber’s financial records shall be reviewed annually by an independent qualified party, appointed by The Council.

Section 45: Financial Policies

The Council, shall establish or approve the CEO’s financial policies, in respect to the management and handling of Chamber funds, including budgeting, spending limits, and financial controls.

Section 46: Making, Amendment, or Repealing By-Laws

By-Laws may be made, repealed or amended by a majority vote of the members of the Chamber present at a meeting of the members.

By-Laws of the Chamber are binding on all members of the Chamber, its Directors, employees, and all other persons lawfully under its control.

Once approved by the members, the new, amended, or repealed By-law shall be sent to Industry Canada for approval. No enactment, amendment, or repeal of a By-law shall come into force or be acted upon until it has been approved by Industry Canada.

When new or amended By-Laws come into force, they replace all previous By-Laws of the Chamber.

Section 47: AFFILIATION

The Chamber, at the discretion of The Council, shall have power to affiliate with the Canadian Chamber of Commerce and the Atlantic Chamber of Commerce and any other organization in which membership may be in the interest of the Chamber.

Section 48: AUDITOR

When the gross revenue of the chamber exceeds thirty thousand dollars, The Council shall appoint a competent auditor of the Chamber’s finances, who shall be appointed by The Council.

The auditor shall report annually at the Annual General Meeting on the audited financial statements.

Section 49: PARLIAMENTARY PROCEDURE Robert’s Rules of Order

When a dispute as to meeting procedure arises at a meeting of the members or the Council and is not covered by these By-Laws or a policy of the Council, such dispute shall be governed in accordance with the most current revised edition of “Robert’s Rules of Order”.

Section 50: Removal Proceeding against a fellow Director.

1. Removal proceeding against a fellow Director.

2. Notice and Hearing: In the event of a removal proceeding, the Director in question shall be given written notice of the charges and shall have the opportunity to be heard before the Board of Directors. The Director shall have the right to present evidence, witnesses, and argument in their defense.

3. Decision and Vote: Following the hearing, the Board of Directors shall vote on the removal of the Director. A simple majority vote of the Directors present and voting at a meeting where a quorum is present is required for removal.

4. Immediate Removal: In cases where a Director’s continued presence is deemed to be an imminent threat to the Chamber’s interests, the Board of Directors may suspend the Director’s privileges immediately pending the outcome of the removal process.

5. Resignation: A Director may choose to resign from their position voluntarily, in which case formal removal proceedings will not be required.

6. Notification: Upon a successful vote for removal or acceptance of a Director’s resignation, the Chamber shall promptly notify the individual and update its records to reflect the change in Directorship.

By-Laws are hereby adopted by The West Nova Chamber of Commerce.

APPROVED by The Council of Directors on the 2nd day of November, 2023.