By-Laws

Article V Officers and Board 
5.1A At the Annual General Meeting, the results of the election among the general membership for vacancies on the Board of Directors shall be announced.  All Directors shall remain in office for a minimum period of three (3) years or until their successors shall be appointed.  Upon having served two (2) consecutive terms as a Director, a Director shall not be eligible for re-election as a Director until one (1) year has elapsed.   
5.1B Nominations for the election of Directors must be made in writing by two (2) members in good standing of the Chamber and signed by the nominee indicating his or her willingness to serve if elected, and which nominations must be delivered to the Chamber office not later than 4:00 p.m. thirty (30) days prior to the date of the Annual General Meeting.  Nominations will not be accepted from the floor at the Annual General Meeting.
5.1C Each Municipality within the jurisdiction of the Chamber (being Tay Township, Tiny Township, the Town of Penetanguishene and the Town of Midland) that has a current Municipal Membership may, at their discretion, appoint one (1) advisor (being limited to the Mayor, Deputy Mayor, Councillor, or CAO – who must be approved annually by the Board) to sit on the Board for a one (1) year term with the same privileges as a full Director with the exception of the right to vote. Elected representatives to, or individuals directly employed by the Federal Parliament, the Provincial Legislature or any Regional or Municipal Council are not eligible to be elected to the Board of Directors nor may they be elected to hold office.   
5.1D A Nominating Committee of at least three (3) Directors, none of whom may be standing for re-election, will meet to review the nominations and can then make additional nominations if deemed necessary by the nominating committee striving to include representation from all of the sectors that make up the Chamber members and fair representation from each of the municipalities served by this Chamber. 
5.1E  The Nominating Committee shall then cause to have prepared a ballot listing all nominees to the Board and shall cause it to be sent out to all voting members of the Chamber twenty (20) days prior to election day. 
5.1F  Voting shall be by way of sealed ballot, registered, signed and witnessed, to the Chamber office no later than 4:00 p.m. on the Friday prior to the date of the Annual General Meeting by Members in good standing. 
5.1G The Nominating Committee shall count ballots and record the results of the election.  The nominees to the Board receiving the highest number of votes shall be elected to a full three (3) year term, with the next succeeding nominees being elected to fill the balance of the term of any vacancies upon the Board such that there be nine (9) Directors on the Board.   In the event of a tie for the last remaining position, the election for such position shall be decided by the Nominating Committee. 
5.2 At the first Board Meeting following the election at the Annual General Meeting, the Board shall elect from among themselves the following Officers:  President  Vice President  Secretary-Treasurer   Such Officers shall hold office for a period of one (1) year or until their successors shall be appointed.  The President and Vice-President shall not hold office for more than two (2) consecutive one-year terms.  In addition to the foregoing, the Immediate Past President shall be an Ex-officio Officer of the Board in an advisory capacity only and as such have no voting privileges whatsoever.   Provided, however, should the Immediate Past President still be a member of the Board, the said Immediate Past President shall have all voting privileges afforded a member of the Board.   
5.3A Where a Director or Officer dies or resigns his or her office, or is absent from three (3) consecutive meetings of the Board, the Board may, at any meeting thereof, appoint a member of the Chamber to be a Director or Officer in place of the Director or Officer who had died or resigned, or is absent, provided that any such member, being so appointed, shall hold office until the next annual election. 
5.3B Any member of the Board who is a candidate in any election (i.e. municipal, regional, provincial or federal) must take a leave of absence from the Board for the duration of that election campaign. If the member is subsequently elected he/she must resign from the Board upon such election. 
5.4 A Director or Officer may be suspended from his or her office or have his or her tenure of office terminated if, in the opinion of the Board, he or she is grossly negligent in the performance of his or her duties, providing however, that any Director or Officer so suspended, or whose tenure of office has been terminated, shall be at liberty to appeal the decision of the Board directly to the membership at the next General Meeting. 
5.5 The Board shall have the power of administration.  It may make or authorize petition or representations to the Government or Parliament of Canada, the Government of Legislature of the Province of Ontario, or others, as it may determine. 
5.6 The Board shall, in addition to the powers hereby expressly conferred on it, have such powers as are assigned to it by any By-law of the Chamber, provided however, that such powers are not inconsistent with the provision of the Boards of Trade Act. 
5.7 The Board may appoint Managers and pay such remuneration as the Board sees fit. 
5.8 Any six (6) or more members of the Board lawfully met, shall be a quorum and a majority of such quorum may do all things within the powers of the Board. 
5.9 The Board shall frame such By-laws, rules and regulations, as appear to it, best adapted to promote the well being of the Chamber and shall submit them for adoption at a General Meeting of the Chamber, called for that purpose.
5.10 The Board or, at its request, the President may appoint committees or designate members of the Board or of the Chamber or others, to examine, consider and report upon any matter or take such actions as the Board may request. 
5.11 The Board may suspend any Chairperson from office or have his or her office terminated for just cause.  Any committee may be terminated by the Board. 
5.12 No paid employee of the Chamber shall be a Director or Officer of the Board.  Directors and Officers of the Board shall receive no remuneration for services rendered, but the Board may grant any of these said Directors or Officers reasonable expense monies. 
5.13 The President, the Vice-President and the Secretary-Treasurer, before taking office, shall take and subscribe before the Mayor, or before any Justice of the Peace, or before any other person authorized to administer oaths in the Province of Ontario, an oath in the following form:   “I swear (or affirm) that I will faithfully and truly perform my duties as ____________________ of the Southern Georgian Bay Chamber of Commerce, 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 Chamber was constituted according to the true meaning of the same.”  (If swearing, add, “So help me God.”) 
5.14 The meetings of the Board shall be opened to all members of the Chamber who may attend, but shall not take part in any of the proceedings. The Board may, by simple majority of Directors attending, vote to hold all or part of a Board meeting in the absence of members of the Chamber where personnel or other confidential matters are discussed. 
5.15 No public pronouncement in the name of the Chamber shall be made unless authorized by the Board. 
5.16A The President shall preside at all meetings of the Chamber and the Board.  He or she shall regulate the order of business at such meetings, receive and put lawful motions and communicate to the meeting what he or she may think concerns the Chamber.  The President shall sign all papers and documents requiring signature on behalf of the Chamber, unless someone else is designated by the Board.  It shall be the duty of the President to present a general report of the activities of the year at the Annual Meeting.   
5.16B The Vice-President shall act in the absence of the President and, in the absence of both Officers, the Board shall appoint a Chairperson to act temporarily.   
5.16C The Secretary-Treasurer, along with the Manager responsible for the Chamber’s Business, shall have charge of all funds of the Chamber and shall deposit, or cause to be deposited, the same in a chartered bank, selected by the Board.  Out of such funds, he or she shall pay amounts approved by the Board 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 of the time required by the Board.  He or she shall only make such investment of the funds of the Chamber as the Board may direct.   
5.16D The Secretary-Treasurer and the Managers appointed by the Board shall be responsible to the Board for the general control and management of business and affairs.  They 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 or her office.  They shall, with the President, sign and when necessary, seal with the seal of the Chamber, of which they shall have custody, all papers and documents requiring signature or execution on its behalf.  They shall maintain an accurate record of the proceedings of the Chamber and of the Board.  At the expiration of his or her term of office, the Secretary-Treasurer shall deliver to the Chamber all books, papers and other property of the Chamber. 
5.16E The Managers of the Chamber shall handle the business of the Chamber within the framework of the policy laid down by the Board.  He or she shall be the active administrative representative of the Chamber and is responsible to the Board for any and all activities of the Chamber.  He or she shall be the Recording Secretary of the Chamber and all its committees and subcommittees and is required to keep the Board informed of all matters of concern or interest in all the Chamber activities.  He or she shall assist the Secretary-Treasurer in the performance of those duties set out in Section 5.16C and 5.16D insofar as they may be delegated to him or her