By-Laws the Digby And Area Board of Trade (as Amended December 1, 2014)
ARTICLE 1 – NAME The name of the organization shall be The Digby and Area Board of Trade.
ARTICLE 2 – INTERPRETATION Whenever the words The Board occurs in the following By-laws, it shall be understood to mean The Digby and Area Board of Trade, and The Directors shall be understood to mean The Directors of The Digby and Area Board of Trade.
ARTICLE 3 – OBJECT The object of The Digby and Area Board of Trade shall be to advance the interests of its members and provide leadership to the business community.
ARTICLE 4 – PARTICIPATION The Digby and Area Board of Trade shall be non-partisan, non-sectional, and non-sectarian, and shall not lend its support to any candidate for public office.
ARTICLE 5 - MEMBERSHIP Associations, Societies, Partnerships, Estates, Individuals, Incorporated and Unincorporated firms, who are community-minded citizens engaged in the promotion of the commercial, industrial and civic welfare of the Digby area, may become members of The Board, but the voting power of such membership shall, in each such case, be assigned to one individual.
Any eligible person may be admitted by The Directors to membership in The Board providing such candidate shall undertake, if admitted, to be governed by the by-laws of The Board.
ARTICLE 6 - ANNUAL FEES Section 1- The annual dues payable by members of The Board shall be determined annually by The Board, subject to the approval at a general meeting whenever a change in the original amount is involved.
Section 2 - Other assessments may be levied against all members, provided they are recommended by the Directors and approved by a majority of the members present at a general meeting of The Board. The notice calling such general meeting shall state the nature of the proposed assessment.
Section 3 - Annual membership fee shall be payable to The Board on January 1st in each year.
ARTICLE 7 – LIFE MEMBERSHIP The Nominating Committee hereinafter referred to, may, in addition to its regular functions, bring a recommendation at the Annual General Meeting for the election of any members of The Board, to Life Membership in The Board, and on a majority vote of the members present at such Annual General Meeting, such member shall be duly declared a Life Member of The Board.
ARTICLE 8 – OFFICERS AND DIRECTORS The officers of The Board shall consist of the immediate past President, the President, the First Vice-President, the Second Vice-President, the Secretary, the Treasurer and a Director at Large.
The Directors of The Board shall consist of: 1. The officers of the Board, as shown with voting privilege; 2. Such other members of The Board, who are chairpersons of standing committees with voting privilege; 3. The Mayor of the Town of Digby for the time being, from time to time, or a delegated representative, as an ex-officio Member of Council, without voting privilege; 4. The Warden of the Municipality of the District of Digby for the time being, from time to time, or a delegated representative, as an ex-officio member of the Directors, without voting privilege.
ARTICLE 9 – ELECTION OF OFFICERS AND DIRECTORS a) Nominations The Directors shall appoint, at a meeting not later than two months prior to the Annual General Meeting, a Nomination Committee consisting of three members from the General Membership of The Board, who shall nominate members for any vacant offices, i.e. President, First Vice-President, Second Vice-President, Secretary, Treasurer and Director at Large and The directors, having obtained the consent of the member(s) nominated.
The report of the Nominating Committee shall be in the hands of the Secretary, two weeks prior to the Annual General Meeting, who shall send it to the General Membership not later than one week before the Annual General Meeting. Any three members may nominate any member for an office not later than one week before the Annual General Meeting. Such nomination shall contain the signatures of three members and the signature of the nominee stating that he/she is willing to stand for office.
All members nominated for an office must be members in good standing for a minimum of six (6) months prior to the Annual General Meeting.
All nominees for the position of Vice-President must acknowledge that President and both Vice-Presidents follow a pattern of succession, and nominees will agree to move forward and eventually become President. Any member not willing to move forward and eventually become President should not accept a nomination for Vice-President.
b) Ballots: If there is more than one person nominated for the same position, the secretary shall send ballots to all members one week prior to the Annual General Meeting. Ballots cast on forms other than those provided by The Board secretary shall not be considered.
Ballots shall be placed in the designed location at the Annual General Meeting. The ballots shall be verified and counted by two or more scrutineers appointed by The Directors, and the report of the scrutineers shall be submitted at the Annual General Meeting.
The nominee receiving the majority of votes shall be duly declared elected.
ARTICLE 10 – VACANCIES IN DIRECTORS 1. Where a Director dies, or resigns his/her office, or is absent for three months continuously from the meetings of Directors and The Board, The Directors may, at their discretion, at any meeting thereof, elect a member of The Board to be a member of The Directors in place of the member who has died, or is absent.
2. If a Director does not fulfill the requirements of their position they may be asked to step down from the Executive. The decision to ask a Director to step down will be confirmed by a majority of The Directors.
3. The new member shall be elected by a majority of the members of The Directors present at any meeting of The Directors.
4. The member so elected shall hold office until the next annual election.
ARTICLE 11 – MEETINGS a) General Meeting General Meetings of The Board shall be held not less than quarterly on such date as The Directors may decide upon, notice of such shall be e-mailed to all members at least five (5) days prior to each meeting.
b) All General Meetings of The Board shall be held at the facilities of Members wherever and whenever feasible.
c) Special Meetings shall be called at the request of not less than fifteen members presented to the President in writing, or may be ordered by The Directors.
d) Directors Meetings A meeting of The Directors shall be held at the call of the President or may be called by the Secretary at the written request of any four members of The Directors.
e) Annual Meetings The Annual Meeting of The Board shall be held in October each year on a date to be decided by the executive.
ARTICLE 12 – QUORUMS A quorum of members at any Annual, General or Special meeting shall consist of not less than eight (8) members.
A quorum of members at any Directors meeting shall consist of not less than four (4) members.
ARTICLE 13 – PRESIDING OFFICER At meetings of The Directors and all general meetings of The Board, the President, or in his absence, the First Vice-President or the Second Vice-President, or if all are absent, any member of The Directors present who is chosen for the occasion, shall preside, and shall have not vote except in cases of equality of votes upon any divisions, when he shall have a casting vote.
ARTICLE 14 – FUNCTIONS OF DIRECTORS The management of the affairs and business of this Board shall be vested in The Directors who shall report the proceedings at each general meeting for the information of the general membership.
ARTICLE 15 – DUTIES OF OFFICERS, DIRECTORS The President. It shall be the duty of the President to preside at all meetings of The Board and of The Directors and generally to promote the objectives of The Board and to carry on the affairs of The Board to the best advantage. Other duties of the President shall be to select the Chairman for each of the standing committees. The President will present this list at the first general meeting following the annual meeting.
The First Vice-President. It shall be the duty of the First Vice-President to assist the President and to act in his/her stead when occasion demands, and in promoting the objectives of the Board.
The Second Vice-President. It shall be the duty of the Second Vice-President to Assist the President and First Vice-President and to act in their stead when occasion demands and specifically in promoting the objectives of The Board.
The Treasurer. The Treasurer shall keep or cause to be kept a true and correct record of the finances of The Board, to collect all monies due and deposit all receipts in a chartered bank designated by The Directors, issue cheques for the payment of bills where approved by The Directors, prepare and present at monthly meetings of The Directors a statement showing receipts and expenditures for the previous month and for the fiscal year to date, prepare and present a financial statement showing the position of The Board’s finances at the end of the fiscal year and generally carry out and perform such other duties as would ordinarily be required of a Treasurer or as may be assigned to him by The Directors. The annual statement shall be verified by two members of The Board appointed for that purpose.
The Secretary. The Secretary shall maintain accurate minutes of The Board and such committee meetings as deemed necessary by the President or the majority of the officers and directors. The person occupying this post should exercise with promptness other duties as normally attached to a Secretarial position and is accountable to The Board.
The Director At Large. The Director At Large will perform such duties as may be assigned to him/her by the President or Board of Directors. Such duties may include overseeing membership drives, attending at potential business members’ premises to explain the function and benefits of the Board of Trade, participating in the organization of special events, undertaking appointed research projects and/or attending meetings on behalf of the Board of Trade.
Past President. The Past President will provide guidance and assistance to the sitting President and Executive upon request for a period of one year following the Annual General Meeting.
The Directors. It shall be the duty of the Directors to attend meetings of The Board and Directors meetings, and to devote their best interests to carrying out the affairs and business of The Board.
ARTICLE 15 A– OFFICIAL SPOKESPERSON The official spokesperson(s) for the Digby and Area Board of Trade will be the President, First Vice President and Second Vice President only. No other members will speak on behalf of the Digby and Area Board of Trade at any time. All information posted on the Digby and Area Board of Trade website, Facebook page, Twitter or any other social media will be vetted by the Directors prior to being made available to the public.
ARTICLE 16 – SIGNING AUTHORITY The Treasurer shall have charge of all funds of The Board and shall deposit or cause to be deposited, the same in a Chartered Bank, selected by The Directors. Signing authority shall be vested in the Treasurer and anyone of the following: President, First Vice-President, Second Vice President, Secretary, Treasurer and Director at Large. They shall sign all notes, drafts, cheques and other agreements required to be signed on behalf of The Board
ARTICLE 17 – FISCAL YEAR The fiscal year of The Digby and Area Board of Trade shall terminate on the 31st day of December each year.
ARTICLE 18 – ANNUAL REPORT The Directors shall present a general report of the affairs to The Board, to be prepared by the President for the approval of The Directors, and a financial statement to December 31st last preceding, at each Annual General Meetings.
ARTICLE 19 – AMENDMENTS These By-Laws may be added to, repealed or amended by a vote of two-thirds of all the members present at any general meeting of The Board provided that due notice of such amendment has been given at a previous general meeting, and e-mailed out to all members at least one week previous to the meeting at which the same is to be voted upon.
ARTICLE 20 – FORM OF OATH The President and Vice-President shall, before entering upon the duties of their office, take and subscribe before the Mayor of the Town, the Warden of the Municipality of the District of Digby or before any Justice of the Peace, an oath in the form of the following, that is, to say: “I swear that I will faithfully and truly perform my duty as ( ) of The Digby and Area Board of Trade 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 objectives for which the said Board was constituted, according to the true intent or meaning of the same. So help me, God.”
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