Draft Bylaws of the

South Bruce Community & Business Association

Article I-Name and Objectives

Section 1 The name of this organization shall be the South Bruce Community & Business Association (SBCBA).

Section 2 The objectives of the South Bruce Community & Business Association shall be to promote and improve trade and commerce and the economic, civic and social welfare of the district. Specifically, SBCBA has adopted the following objectives:

  • To strive for an environment where various sectors can meet in a respectful and supportive atmosphere to promote a cooperative and holistic approach to planning, organizing, delivering and reviewing of services and resources throughout the municipality.
  • To be inclusive of all sectors within the municipality whether public, private, commercial, industrial, agriculture, service or not-for-profit.
  • To strive for fairness and effective management of resources within the municipality to encourage and facilitate harmony, growth and quality of life for its constituents and economic base.

Section 3 The usual place of meeting shall be within the boundaries of the Municipality of South Bruce.

Section 4 The South Bruce Community & Business Association shall be non-sectional and non-sectarian and shall not lend its support to any candidate for public office.

Article II-Interpretation

Section 5 Wherever the words “the association” occur in these bylaws, they shall be understood to mean the South Bruce Community & Business Association as a body.

Section 6 Wherever the words “the council” occur in these bylaws, they shall be understood to mean the council of the South Bruce Community & Business Association.

Section 7 Wherever the word “district” occurs in these bylaws, it shall mean that area, within and for which this association was established, as defined in the Certificate of Registration under the Boards of Trade Act (R.S., c. B-8, s.1.) or, if not so registered, as the geographical area of the Municipality of South Bruce.

Article III-Membership

Section 8 Any reputable person, directly or indirectly engaged or interested in trade, commerce or the economic and social welfare of the district, shall be eligible for membership in the association.

Section 9 Associations, corporations, societies, partnerships or estates, directly or indirectly engaged or interested in trade, commerce or the economic and social welfare of the district may become members of the association.

Section 10 At any general meeting of the association, any member in good standing may propose any eligible person or organization as a candidate for becoming a member of the association, providing such candidate shall undertake, if admitted, to be governed by the bylaws of the association.

Section 11 If such proposal is carried by a majority of two-thirds of the members of the association then present, such person or organization shall thenceforth be a member of the association and shall have all the rights and be subject to all the obligations of the other members.

Section 12 Membership shall continue from the time of admittance until a member has resigned in accordance with the provisions of these bylaws or has been removed from the roll of members by action of the council.

Section 13 Any member of the association, who intends to retire therefrom or to resign their membership may do so, at any time, upon giving the secretary ten days’ notice in writing of such intention, and upon discharging any lawful liability which is standing upon the books of the association against them at the time of such notice.

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

Section 15 Persons who have distinguished themselves by some meritorious or public service may be elected Honourary Members by a majority vote of the association. Such recognition shall be for a term of one year and may be repeated. Honourary membership shall include all the privileges of active membership except that of holding office, with the exemption from payment of annual dues.

Section 16 Any member of the association may be expelled by a two-thirds vote of the council.

Article IV-Dues and Assessments

Section 17 The annual dues payable by members of the association shall be determined annually by the council, subject to the approval of the general meetings whenever a change in the original amount is involved.

Section 18 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 association. The notice calling such a general meeting shall state the nature of the proposed assessment.

Article V-Officers and Council

Section 19 The officers shall be: a president, vice-president, secretary and treasurer, who together with four (4) other members, shall be elected from among the members each year at the annual general meeting by ballot and shall form the council. They shall remain in office for one year or until their successors shall be appointed but no such officer or member of council, with the exception of the secretary and treasurer, shall hold the same office for more than two years in succession. The retiring president shall be, ex officio, a member of the council. The listed members of council should represent as much as possible each sector that is being served by the association: public, private, commercial, industrial, agricultural, service groups or not-for-profit, as set out in our goals and objectives in Section 2.

Section 20 Where a member of the council dies or resigns their office or is absent from three consecutive meetings of the council, the council may, at any meeting thereof, elect a member of the council, in the place of the member who had died or resigned, or is absent.

Section 21 Any officer or council member may be suspended from their office or have their tenure of office terminated if, in the opinion of the council, they are grossly negligent in the performance of their duties, providing however, that any officer or council member so suspended or whose tenure of office has been terminated, shall be at liberty to appeal the decision of the council directly to the membership at the next general meeting.

Section 22 The council shall have the general power of administration. It may make or authorize petitions or representations to the government or parliament of Canada, the government or legislature of the province or territory, or others, as it may determine or as may be required by vote of a majority of members present at any general meeting.

Section 23 The council shall, in addition to the powers hereby expressly conferred on it, have such powers as are assigned to it by any bylaw of the association provided, however, that such powers are not inconsistent with the provisions of the Boards of Trade Act.

Section 24 Any five (5) or more members of the council, lawfully met, shall be a quorum and a majority of such may do all things within the powers of the council.

Section 25 The council shall frame such bylaws, rules and regulations as appear to it, best adapted to promote the welfare of the association, and shall submit them for adoption at a general meeting of the association called for that purpose.

Section 26 The council, or at his/her request, the president, may appoint committees or designate members of the council, the association or others, to examine, consider and report upon any matter or take such action as the council may request.

Section 27 The council may suspend any chairman from office or have his/her office terminated for just cause. Any committee may be terminated by the council.

Section 28 No paid employee of the association shall be a member of the council or executive committee. Officers of the association shall receive no remuneration for services rendered, but the council may grant any of these said officers reasonable expense monies.

Section 29 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 duty as (president or vice president) of the South Bruce Community & Business Association, and that I will, in all matters connected with the discharge of such duty do all things, and such things only, as I shall truly and conscientiously believe to be adapted to promote the objects for which the said association of was constituted according to the true intent and meaning of the same. So help me God.”

Section 30 The meetings of the council shall be open to all members of the association, who may attend, but may not take part in any of the proceedings.

Section 31 No public announcement in the name of the association may be made unless authorized by the council or by some person to whom the council has delegated this responsibility.

Section 32 a) The president shall preside at all meetings of the association and council. He/she shall regulate the order of business at such meetings, receive and put lawful motions, and communicate to the meeting what he/she may think concerns the association. The president shall, with the secretary, sign all papers and documents requiring signature on behalf of the association, 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) The vice-president shall act in the absence of the president and, in the absence of both of these officers the meeting shall appoint a chair to act temporarily.

c) The treasurer, shall have charge of all funds of the association and shall deposit, or cause to be deposited, the same in a chartered bank selected by the council. Out of such funds the treasurer shall pay amounts approved by the council and shall keep a regular account of the income and expenditures of the chamber and shall submit an audited statement thereof for presentation at the annual general meeting and at any other time required by the council. He/she shall make such investment of the funds of the association as the council may direct. He/she shall, with the president and/or vice president, sign all notes, drafts and cheques.

d) The secretary shall be the executive officer of the association and shall be responsible to the council for the general control and management of the association’s business affairs. He/she shall be responsible for keeping the books of the association, conducting its correspondence, retaining copies of all official documents and shall perform all such other duties as properly pertain to his/her office. He/she shall, with the president, sign and when necessary, seal with the seal of the association, of which he/she shall have custody, all papers and documents requiring signature or execution on its behalf. He/she shall maintain an accurate record of the proceedings of the association and of the council. At the expiration of his/her term of office, the secretary shall deliver to the association, all books, papers and other property of the association.

Article VI-Meetings

Section 33 The annual meeting of the association shall be held in the month of February in each year at the time and place determined by the council. At least two (2) weeks’ notice of the annual meeting shall be given.

Section 34 Regular general meetings of the association shall be held quarterly at the time and place designated by the council. At least one (1) week’s notice of such meetings shall be given.

Section 35 Special general meetings of the association may be held at any time when summoned by the president, or requested in writing by any three (3) members of the council, or any ten (10) members of the association. At least one (1) day’s notice of such meetings shall be given.

Section 36 The council shall meet once per month or more often, when necessary, to carry on the business of the association.

Section 37 Notice of all meetings, naming the time and place of assembly, shall be given by the secretary. A notice signed by the secretary posted on, the website of South Bruce and other places as deemed appropriate such as the Mildmay Town Crier and the Teeswater Community Calendar and mailed or e-mailed to the last known address of each member shall constitute sufficient notice.

Section 38 At any annual or general meeting five (5) members shall be a quorum and, unless otherwise specifically provided, a majority of members present shall be competent to do and perform all acts which are, or shall be, directed to be done at any such meeting. There must be at least fifteen (15) members present at an annual meeting to vote on decisions.

Section 39 Minutes of the proceedings of all general and council meetings shall be entered in books to be kept for that purpose, by the secretary.

Section 40 The entry of such minutes shall be signed by the person who presides at the meeting at which they are adopted.

Section 41 All books of the association shall be opened at all reasonable hours to any member of the association, free of charge.

Article VII-Voting Rights

Section 42 Every member in good standing represented at any general meeting shall be entitled to one vote provided that the vote of an association, corporation, society, partnership, or an estate member shall in each case be assigned to individuals.

Section 43 Voting at council or general meetings shall normally be by a show of hands or, if requested by the chairman, by a standing vote. A roll call vote shall be taken, if requested by five (5) members provided such request received approval of two-thirds (2/3) of the members assembled.

Section 44 The presiding officer shall vote only in case of a tie. Upon an appeal being made from a decision of the presiding officer, the vote of the majority shall decide.

Section 45 Motions or amendments shall be carried at any council or general meeting by a majority vote unless otherwise provided in these bylaws.

Article VIII-Bylaws

Section 46 Bylaws may be made, replaced or amended by a majority of the members of the association present at any general meeting, notice of such proposal having been given in writing by one (1) member and seconded by another at a previous general meeting and duly entered as a minute of the association.

Section 47 Such bylaws shall be binding on all members of the association, its officers and all other persons lawfully under its control. They shall come into force and be acted upon only when they have been approved by Industry Canada in the case of incorporation of the association.

Article IX-Affiliation

Section 48 The association, at the discretion of the council, shall have power to affiliate with the Canadian Chamber of Commerce, the Ontario Chamber of Commerce or regional chambers, or any other organizations in which membership may be in the interests of the association.

Article X-Fiscal Year

Section 49 The fiscal year of the association shall commence on the first (1st) day of January in each year.

Article XI-Auditors

Section 50 Auditors shall be appointed by the members present at the annual meeting and they shall audit the books and the accounts of the association at least once in each year. An audited financial statement shall be presented by the treasurer at each annual meeting and at any other time required by the council.

Article XII-Procedure

Section 51 Parliamentary procedure shall be followed at all general and council meetings in accordance with “Rules of Order” by Bourinot.