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CONSTITUTION OF THE YORKTON CHAMBER OF COMMERCE
Adopted May 16, 2012

Name and Objective

1. The name of the organization shall be The Yorkton Chamber of Commerce (the Chamber).
2. The objective of the Chamber shall be to promote and improve trade and commerce, agriculture and the economic, and civic and social well-being of Yorkton and district.
3. The usual place of meeting shall be the City of Yorkton.
4. The Chamber shall be non-sectarian and shall not lend its support to any candidate for public office.

Governance

1. The Chamber shall be governed by its Officers and Directors, who together with any ex-officio members shall be referred to as the Board of Directors (the Board).

Membership

1. Any person directly or indirectly engaged in or interested in trade, commerce, agriculture or the economic and social well-being of Yorkton and district shall be eligible for membership in the Chamber, including associations, corporations, societies, partnerships and members of professions.
2. Persons who have distinguished themselves by meritorious or public service may be elected Honorary Life Members by a majority vote of the Board. Honorary Life Membership shall include all privileges of active membership, except that of holding office, with the exemption from payment of annual dues.
3. The Board has the power to remove any member from the roll of members for just cause. Upon such action all privileges of membership shall be forfeited.
4. The membership annual dues and other assessments payable by members of the Chamber shall be determined annually by the Board.

Board and Officers

1. The Chamber shall be governed by the Board, duly elected by its members. Subject to the authority of the Chamber, the Board shall manage and govern the affairs of the Chamber in accordance with this Constitution and Bylaws, and any resolutions or directions passed at any general meeting of the Chamber.
2. The Board shall consist of sixteen (16) elected members. Members may be appointed by the Board from time to time to fill the remainder of any term when a vacancy occurs.
3. Directors shall be elected for a term of two years, with eight (8) directors retiring each year.
4. All retiring officers and directors shall be eligible for re-election.
5. The Past President shall be a member of the Board until succeeded by the next Past President.
6. Any member who holds a position of Director of the provincial or national Chamber of Commerce shall, ex-officio, be a non-voting member of the Board.
7. The Executive Director shall, ex-officio, be a non-voting member of the Board.

Authority of the Board

1. The Board shall have the general power of administration, including the power to employ staff to ensure the efficient operation of the Chamber.
2. The Board shall have such powers as are assigned to it by any Bylaw of the Chamber, provided however that such powers are not inconsistent with the provisions of any applicable law.
3. The Board may make or authorize petitions or representations to the Government or the Parliament of Canada, the Government or the Legislature of the Province, the Council of the Municipality, or others as it may determine, or as it may be instructed by vote of a majority of members present at any general meeting.
4. The Board shall frame such Bylaws, rules and regulations as effectively promote the interests of the Chamber.
5. 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 action as the Board may request.
6. Officers and Directors of the Chamber shall receive no remuneration for services rendered, but the Board may grant any of these said persons reasonable compensation for expenses incurred on behalf of the interests of the Chamber.
7. The Board shall ensure that the Chamber operates in a transparent manner. Members in good standing may review Board minutes at the offices of the Chamber. Audited financial statements will be available to the membership on request immediately following the Annual Meeting.
8. The Chamber, at the discretion of the Board, shall have the power to affiliate with any other organization when that is deemed in the best interest of the Chamber.

Meetings

1. The meetings of the Board shall be open to all members of the Chamber, who may attend but will not have voting privileges.
2. Any six (6) or more members of the Board, exclusive of ex-officio members, shall be a quorum for any meeting of the Board lawfully called. A majority of such quorum may do all things within the powers of the Board.
3. All meetings of the Board and all general and annual membership meetings shall be presided over by the President, or in the absence of the President by the Vice President, or such member of the Board as may be appointed by the Board.
4. The presiding officer at any meeting shall vote only in the event of a tie vote.
5. The annual meeting of the Chamber shall be held in accordance with provincial legislation. The time and place will be determined by the Board. At least one week’s notice of the Annual Meeting shall be provided to members.
6. Any 25 members of the Chamber, or two-thirds of the board members, shall constitute a quorum for any annual meeting or meeting of the general membership of the Chamber.
7. Parliamentary procedure shall be followed at all general and board meetings, in accordance with generally accepted Rules of Order.

Bylaws and Policies

1. The Board may pass such Bylaws pursuant to this Constitution as it deems advisable to fulfill the objective and purpose of the Chamber. These Bylaws shall be approved by a two-thirds vote of all members of the Board present, provided that notice of any proposed amendment has been recorded in the minutes of the preceding meeting of the Board.
2. Bylaws may be amended by the Board at a regular or special meeting of the Board by a two-thirds vote of all members of the Board present, provided that notice of any proposed amendment has been recorded in the minutes of the preceding meeting of the Board.
3. The Board may adopt such Policies, consistent with this Constitution and the Bylaws, as it deems advisable to fulfill the objective and purpose of the Chamber.

Auditors

1. Auditors shall be appointed by the Board and they shall audit the books and accounts of The Chamber at least once a year.

Revisions to the Constitution

1. Revisions to this Constitution may be made by the Board at a regular or special meeting of the board by a two-thirds vote of all members of the Board present, provided that notice of changes to the Constitution have been provided to all Chamber members at least 30 days prior to the meeting of the Board, and that members have been provided the opportunity to make their views known to the Board prior to the meeting.

BYLAWS OF THE YORKTON CHAMBER OF COMMERCE

Bylaw 1: Dues and Assessments

1. The annual fees for membership in categories as may be established from time to time shall be determined and approved by the Board each year prior to October 31, for implementation on January 1 of the following year.

Bylaw 2: Officers and Board

1. The immediate Past President shall be invited by the President to form and chair a nominating committee each year to seek out nominees for the Board of Directors. The committee will be cognizant of the need to have fair and broad representation of the business community on the Board.
2. In the absence of the Immediate Past President, the chair of the nominating committee shall be appointed by the Board.
3. The nominating committee shall publish its report to all members, and call for further nominations from the members not later than October 15 of each year. All nominations must have the consent of the nominee in writing. Nominations will close October 31 of each year or on such date as the Board may determine.
4. At the close of nominations, the nominating committee shall prepare a ballot from the list of nominations and forward one to each member of the Chamber. Voting will close on November 15 of each year or on such date as the Board may determine. In the event of a tie vote, a special tie-breaking ballot will be forwarded to the members of the Chamber.
5. The election results shall be forwarded to each member of the Chamber immediately following the election.
6. Elected directors shall assume office January 1 of the following year and will be installed into office at a meeting of the board or membership as early in the year as can reasonably be arranged.
7. At the first meeting following the installation of directors, the Board shall elect, from among its members, a President, Vice-President, and Committee Chairs, who shall assume their responsibilities immediately, and shall remain in their position until the next election of officers, or until such time as they tender their resignation.
8. The Board shall remove from office any member of the board who misses three consecutive meetings without advising the board, or any member of the board who brings the Chamber into disrepute through his or her actions, or the actions of the entity which he or she represents.
9. If the President resigns or is removed from the board before the completion of the term, the Vice President shall assume that position. The Board shall, at its next meeting, elect a new Vice President.
10. If any other executive officer or committee chair resigns or is removed from the board before the completion of the term, the Board shall, at its next meeting, elect a replacement.

Bylaw 3: Voting Rights

1. Each member of the Chamber shall have one vote at any annual or general meeting of the Chamber.
2. Each member shall advise the administration of the Chamber of the name and contact information of their appointee as their representative for voting purposes. The voting rights designated to the appointed representatives of each member are not transferable without written notice to the administration of The Chamber.
3. For the purpose of elections of Directors to the Board, each member’s appointee shall have one vote. In addition, each Director shall have one vote.

Bylaw 4: Committees

1. The Board may appoint such committees as it deems proper and necessary to fulfill the objectives and purpose of the Chamber.
2. The President shall be ex-officio member of all committees.

Bylaw 5: Signing Authority

1. The most senior staff person of the Chamber and the President, and other members of the Board as may be appointed by the Board, shall have authority to sign all documents and financial instruments on behalf of the Chamber.

POLICIES OF THE YORKTON CHAMBER OF COMMERCE

We suggest that the Chamber begin to assemble policies dealing with, but not restricted to the following:

• Human Resources including the qualifications, duties and limits of power of the senior staff person;
• Designation of persons and positions authorized to speak on behalf of the Chamber in various circumstances.

The development of policies is an ongoing process, with policies to be drafted by staff or board members for adoption by the board as required.