ARTICLE I - NAME AND OBJECTIVES

Section 1
Name
The name of this organisation shall be the Kingston Peninsula Chamber of Commerce.

Section 2
Objectives and Purpose
The objectives of the Kingston Peninsula Chamber of Commerce shall be to promote and improve trade and commerce and the economic, civic and social welfare of the Kingston Peninsula area.

Section 3
Meetings
The usual place of meetings shall be in the Local Service District of Kingston in Kings County, New Brunswick.

Section 4
Neutrality
The Kingston Peninsula Chamber of Commerce shall be non-sectional and non-sectarian and shall not lend its support to any candidate for public office.

ARTICLE II - INTERPRETATION

Section 5
Chamber
Wherever the word 'Chamber' occurs in these by-laws it shall be understood to mean 'The Kingston Peninsula Chamber of Commerce' as a body.

Section 6
Council
Wherever the word 'Council' occurs in these by-laws it shall be understood to mean 'The Council of the Kingston Peninsula Chamber of Commerce'.

Section 7
District/Area
Wherever the words 'District' or 'area' occur in these by-laws, they shall mean that area within and for which this Chamber was established, as defined in the Certificate of Registration under the Boards of Trade Act (R.C.,c. 18.s.1), i.e. The Kingston Peninsula, Kings county, New Brunswick and Westfield East and extending beyond up to the boundaries of Hampton Area Chamber of Commerce.

ARTICLE III - MEMBERSHIP

Section 8
Eligibility
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 of the Chamber.

Section 9
Group Eligibility and Voting Rights
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 Chamber but voting power of such memberships shall be assigned to a designated individual or individuals as the case may be.

Section 10
Proposing Members
At any general meeting of the Chamber any member in good standing may propose any eligible person or organisation as a candidate for becoming a member of the Chamber, providing such candidate shall undertake, if admitted, to be governed by the by-laws of the Chamber.

Section 11
Approval of Membership Proposals
If such proposal is approved by a majority of two-thirds of the members of the Chamber then present, such person or organisation shall henceforth be a member of the Chamber and shall have all the rights and be subject to all the obligations of other members subject to the terms of Section 14 below.

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

Section 13
Cessation of Membership
Any member of the Chamber who intends to retire therefrom or to resign his or her membership may do so at any time upon giving to the Secretary of the Chamber ten days' notice in writing of such intention and upon discharging any lawful liability which is standing on the books of the Chamber against him or her at the time of such notice.

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

Section 15
Honorary/Life Membership
Persons who have distinguished themselves by some meritorious or public service may be elected as Honorary Members or Honorary Life Members by a majority vote of the Chamber. Honorary Membership shall be for a term of one year and may be repeated. Honorary Life Membership shall be for the lifetime of the person so honoured without further renewal. Either of these Honorary Memberships shall include all the privileges of active membership except that of holding office and with exemption from payment of annual dues.

Section 16
Disqualification of Members
Any member of the Chamber may be expelled by a two-thirds vote of the Council.

ARTICLE IV - DUES AND ASSESSMENTS

Section 17
Annual Dues
The annual dues payable by members of the Chamber and the various classes of membership 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
Pro Rata Dues
New members approved after June 30th shall pay dues for that portion of the year for which membership will be active.

Section 19
Other Assessments
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 a General Meeting shall state the nature of the proposed assessment.

ARTICLE V - OFFICERS AND COUNCIL

Section 20
Council Members and Term of Office
The Council of the Chamber shall consist of a President, a First Vice-President, a Second Vice-President, a Secretary, a Treasurer and eight (8) other members who shall be elected from among the Members each year at the Annual General Meeting. Members of the Council shall be elected to serve for a period of three years and may be elected for up to two additional three year periods. In order to provide for continuity and change at the first General Meeting of the year 2001, one third of the Council Members shall be elected for a term of three years, one third for a term of two years and one third for a term of one year. Subsequent elections or re-elections shall be for periods of three years.

Section 21
Election of Executive Committee and Quorum
At each Annual Meeting, following the elections, the Council Members shall elect from amongst themselves persons to serve as President, First Vice-President, Second Vice-President, Secretary and Treasurer, who together will form the Executive Committee of the Council. The Executive Committee of the Council shall carry out those functions and perform those duties which are delegated to it by the Council. One half or more members of the Executive Committee, lawfully met, shall be considered a quorum for the normal transaction of the Executive Committee's business.

Section 22
Replacement of Members of Council
Where a member of the Council dies, resigns or is absent from three consecutive meetings of the Council, the Council may, at any meeting thereof, elect a member of the Council in place of the member who had died, resigned or was absent to serve until the next Annual General Meeting.

Section 23
Suspension of Council Members
Any Officer or Council member may be suspended from office or have the tenure of office terminated if, in the opinion of the Council, he/she is grossly negligent in the performance of duties. However, any Officer or Council member so suspended or whose tenure of office is terminated shall have the right to appeal the decision of the Council directly to the membership at the next General Meeting.

Section 24
Administration and Representation
The Council shall have the general power of administration. It may make or authorise petitions or representations to the Government or Parliament of Canada or to the government and Legislature of the Province of New Brunswick or others as it may determine or as may be required by vote of a majority of members present at any General Meeting.

Section 25
Other assigned powers
The Council shall, in addition to the powers hereby expressly conferred on it, have such powers as are assigned to it by any by-laws of the Chamber provided, however, that such powers are not inconsistent with the provisions of the Board of Trade Act.

Section 26
Quorum for Council Meetings
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.

Section 27
Formulation of By-Laws, Rules and Regulations
The council shall frame such by-laws, rules and regulations as appear to it to be 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.

Section 28
Appointment of Committees
The Council or the President may appoint committees or designate members of the Council, the Chamber or others to examine, consider and report upon any matter or take such action as the Council may request. Chairpersons of Committees, when appointed, shall automatically become members of the Council.

Section 29
Suspension of Committee Chairpersons
The Council may suspend any Committee Chairperson from office or have that office terminated for just cause. Any committee may be terminated by the Council.

Section 30
Paid Employees
No paid employee of the Chamber shall be a member of the Council or Executive Committee. Officers of the Chamber shall receive no remuneration for services rendered but the Council may grant any of these said officers reasonable expense monies.

Section 31
President and Vice-Presidents' Oath
The President and Vice-Presidents, before taking office, shall take and subscribe an oath in the following form:

'I swear and affirm that I will faithfully and truly perform my duties as President/Vice-President of the Kingston Peninsula 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 intent and meaning of the same.'

Section 32
Attendance at Council Meetings
The meetings of the Council shall be open to all members of the Chamber who may attend buy may not cast a vote in any of the proceedings.

Section 33
Public Announcements
No public pronouncements in the name of the Chamber may be made unless authorised by the Council or by some person to whom the council has delegated this authority.

Section 34 (a)
Duties of the President
The President shall preside at all meetings of the Chamber and the Council and shall regulate the order of business at such meetings, receive and put lawful motions and communicate to the meeting matters of concern of the Chamber. The President may participate in and vote on the proceedings, but may not vote to break a tie. 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 General Meeting.

Section 34(b)
Duties of the First Vice-President
The First Vice-President shall act in the absence of the President. In the absence of both these officers the Second Vice-President shall preside as Chairperson. The First Vice-President shall have special responsibility for matters concerning the Membership of the Chamber.

Section 34(c)
Duties of the Second Vice-President
The Second Vice-President shall act in the absence of the President and First Vice-President. In the absence of all these officers, the meeting shall appoint a chairperson to act temporarily. The second Vice-President shall have special responsibility for matters concerning communication and information activities of the Chamber.

Section 34(d)
Duties of the Treasurer
The Treasurer 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 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 to the Annual General Meeting and at any other time required by the Council. The Treasurer shall make such investment of the funds of Council. The Treasurer shall make such investment of the funds of the Chamber as the Council may direct. The Treasurer shall, with the President, sign all notes, drafts and cheques.

Section 34(e)
Duties of the Secretary
The Secretary shall be the Executive Officer of the Chamber and shall be responsible to the Council for the general control and management of the Chamber's business affairs. The Secretary shall be responsible for keeping the Minute books of the Chamber, conducting its correspondence, retaining copies of all official documents and shall perform all such other duties as properly pertain to the office. The Secretary shall, with the President, sign and, when necessary, seal with the seals of the Chamber, of which he/she shall have custody, all papers and documents requiring signature or execution on the Chamber's behalf. The Secretary shall maintain an accurate record of the proceedings of the Chamber and of the Council. At the expiration of his/her term of office the Secretary shall deliver to the Chamber all books, papers, seals and other property of the Chamber.

ARTICLE VI - MEETINGS

Section 35
Annual General Meeting
The Annual General Meeting of the Chamber shall be held in the month of May in each year at the time and place determined by the Council. At least two weeks' notice of the Annual General Meeting shall be given.

Section 36
Regular General Meetings
Regular General Meetings of the Chamber shall be held as often as required at the time and place determined by the Council. At least one week's notice of such meetings shall be given.

Section 37
Special General Meetings
Special General Meetings of the Chamber may be held at any time when summoned by the President or requested in writing by any three members of the council or by any ten members of the Chamber. At least one day's notice of such meetings shall be given.

Section 38
Council Meetings
The Council shall meet from time to time at least bi-monthly as may be necessary to carry on the business of the Chamber. Executive meetings shall be at the call of the President.

Section 39
Notice of Meetings
Notice of all meetings of the Council shall be advised by the Secretary by phone calls to Council members. Notice of all other meetings, naming the time and place of assembly, shall be given by the Secretary by means of a notice inserted in the Hampton Herald.

Section 40
Quorum for Annual and General Meetings
At any Annual or General Meeting eight members shall constitute a quorum and 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.

Section 41
Minutes of Meetings
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 42
Signing of Minutes
The entry of such Minutes shall be signed by the person who presides at the meeting at which they are adopted.

Section 43
Access to the Chamber's Books
All books of the Chamber shall be open at all reasonable hours to any member of the Chamber free of charge.

ARTICLE VII - VOTING RIGHTS

Section 44
Entitlement to Vote
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 a designated individual or individuals as the case may be.

Section 45
Voting at Meetings
Voting at Council or General Meetings shall normally be by a show of hands or, if required by the Chairperson, by a standing vote. A roll call vote shall be taken, if requested by five (5) members provided such request receives the approval of two-thirds of the members assembled.

Section 46
Tie Votes
In the event of a tie vote the matter shall be tabled for consideration at a subsequent meeting to be decided by a majority vote.

Section 47
Motions or Amendments
Motions or amendments shall be carried at any Council or General Meeting by a majority vote, unless otherwise provided by these by-laws.

ARTICLE VIII - BY-LAWS

Section 48
Making, replacing or amending By-laws
By-laws may be made, replaced or amended by a majority of members of the Chamber present at any General Meeting, notice of such proposal having been given in writing by one Member and seconded by another Member at a previous General Meeting and duly entered as a Minute of the Chamber.

Section 49
By-law Rules
Such By-laws shall be binding on all Members of the Chamber, its officers and all other persons lawfully under its control. They shall come into effect and be acted upon only when they have been approved by the Secretary of State for Canada or other appropriate Department of the Government of Canada.

ARTICLE IX - AFFILIATION

Section 50
Affiliation with other Chambers
The Chamber, at the discretion of the Council, shall have the power to affiliate with the national, regional or provincial Chambers, or any other organisations in which membership may be in the interests of the Chamber.

ARTICLE X - FISCAL YEAR

Section 51
Fiscal Year Duration
The fiscal year of the Chamber shall commence on the first day of June and end on the last day of May in each year.

ARTICLE XI - AUDITORS

Section 52
Appointment of Auditors
Auditors shall be appointed by the Members present at the Annual General Meeting and they shall audit the books and accounts of the Chamber at least once a year. An audited financial statement shall be presented by the Treasurer at each Annual General Meeting and at any other time required by the Council.

ARTICLE XII - PROCEDURE

Section 53
Parliamentary Procedures
Parliamentary procedures shall be followed at all General and Council meetings in accordance with 'Roberts Rules of Order.'

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