Chelsea signifie affaires, bonne vie, loisirs, sport, amusement en famille   


By laws adopted January 2014


1.0 Definitions

Wherever possible, words used in these by-laws have the same definitions as in the Companies Act.

Board The Board of Directors of Commerce Chelsea.

By-laws The rules by which Commerce Chelsea conducts its business.

Conflict of interest A situation in which a board or committee member could benefit personally from a decision made by the board or committee. The "conflict of interest" is that the person's benefit could be in conflict with the best interest of the organization. The by-laws have rules for dealing with conflict of interest situations.

Director Member of the Board.

Dissolution The organization stops operating and is no longer active.

Ex-officio Because of one’s role or position. For example, the President is an ex officio member of committees, because of holding the position of president.

Fiscal Related to money or finance.

Indemnity Not subject to penalties or liabilities that happened because of work done on behalf of Commerce Chelsea.

Motion A statement beginning with "I move that…" or "Moved that…" on which members are asked to vote "in favour" or "opposed."

President Chairperson of the Board.

Quorum The minimum number of members who must be present to carry on business at a meeting.

Reimbursement Money paid back to a person who spends his or her own money for expenses related to Commerce Chelsea.

Remuneration Money paid to a person for providing a service (wages or fees).

Special Resolution A motion that requires 14 days advance notice to members, and 75% of those voting to vote in favour in order to be approved.

2.0 Name


2.1 What is the name of the organization?


The name of the organization is Commerce Chelsea, which is the legal and French form of the name. In English the organization may be referred to as Chelsea Commerce.


3.0 Not-for-profit organization


3.1 What kind of organization is Commerce Chelsea?

Commerce Chelsea is a not-for-profit organization. The work of Commerce Chelsea is carried on without purpose of gain for its members. Any profits, revenues or other assets shall be used solely to promote and achieve the purposes of the organization.


4.0 Purpose of the organization


4.1 What is the purpose of Commerce Chelsea?

The purpose of Commerce Chelsea is to

  1. Promote Chelsea as a tourist destination

  2. Improve the local economy

  3. Offer rebates to businesses

  4. Support local businesses.


5.0 Head Office


5.1 Where is the head office?


The head office of Commerce Chelsea is in Chelsea, Quebec, or at any other place determined by the Board of Directors.


6.0 Membership


6.1 Who is eligible to be a member of Commerce Chelsea?

A business or individual in business, or an individual with business interests in Chelsea, who support the purpose and core values of Commerce Chelsea and who pay an annual membership fee are eligible to be members.


6.2 What are the types of membership?


6.2.1 A member in Commerce Chelsea may be:

a. a full member, or

b.   an honorary member


6.2.2 A full member must be:

a.   a business, an individual in business, or an organization that supports the goals of Commerce Chelsea


6.2.4 An honorary member must be

a.   an individual.


The Board may designate an individual as an honorary member of Commerce Chelsea.


6.3 How do you become a member of Commerce Chelsea?


A business or other eligible inidivual wishing to become a full member must complete an application form.  The Membership Committee will study the application and make a recommendation to the Board.  The Board will accept or reject the recommendation.  The Secretary or the President will inform each membership applicant of the Board’s decision.  


6.4 What are member privileges?

6.4.1 A full member of Commerce Chelsea:

a. is entitled to attend all annual meetings, general meetings and special meetings of Commerce Chelsea, and

b. is entitled to vote on all matters of business at Commerce Chelsea meetings, and

c. has other privileges and responsibilities described in these bylaws and in related policies passed by the board of Commerce Chelsea.


6.4.2 Honorary members of Commerce Chelsea:

a. may be invited to attend all annual meetings, general meetings and special meetings of Commerce Chelsea, and

b. has other privileges and responsibilities described in these bylaws and in related policies passed by the board of Commerce Chelsea.


6.5 What are member responsibilities?

A member of Commerce Chelsea is responsible to:

a. support the purpose and core values of Commerce Chelsea, and

b. pay Commerce Chelsea annual membership fees, if applicable, and

c. abide by the by-laws and policies of Commerce Chelsea.


6.6 Who sets fees?

The Board establishes annual membership fees and the fees will be ratified by the Members at the Annual General Meeting or a general meeting of the members.


6.7 How is membership ended?

Members may end their relationship in Commerce Chelsea by:

a. writing a notice to the Board, or

b. not paying fees, or

c. being expelled by a majority vote of the Board or

d. being expelled by a two-thirds majority vote of the Members.


7.0 Meetings


7.1 How many people must be present to have a quorum?

A quorum is 60% of paid-up full members for annual general meetings, general meetings or special meetings.


7.2 Who decides the time and place of the annual general meetings?

In each calendar year, the Board will decide on a place and time for the annual general meeting, which must take place once a year within four (4) months following the end of the fiscal year.  


7.3 What business is carried out at an annual general meeting?

The annual general meeting must include:

a. minutes from the last annual general meeting, and

b. an annual report on the business of Commerce Chelsea, and

c. a financial review of the past fiscal year, and

d. appointment of an independent qualified accountant to conduct the annual financial review, if desired, and

e. an election of Board members if required.


7.4 When and how are general meetings and special meetings held?


7.4.1 A general meeting or a special meeting of Commerce Chelsea may be called at any time by:

a. the President, or

b. the Vice President, or

c. a majority vote of the Board, or

d. the Secretary, if at least one-tenth of the members have requested in writing a meeting.


7.4.2 A person or persons wishing to call a general meeting or a special meeting must sign a written request.


7.4.3 A members' request for a general meeting or a special meeting must:

a. state the reason(s) for meeting, and

b. provide a draft of all motions to be voted on.  


7.4.4 A general meeting or a special meeting must be held within 10 to 15 days after Commerce Chelsea receives the written request.


7.5 How and when are meeting notices sent?


7.5.1 Notices of annual general meetings, general meetings and special meetings must be sent at least ten (10) days before the meeting date.


7.5.2 Commerce Chelsea will send notices by letter, fax or e-mail to the last known address of members, or by telephone.


7.5.3 Even if one or more members do not receive a meeting notice, resolutions or any other business conducted at the meeting will be valid.


7.6 What parliamentary rules will be used at meetings?

Robert's Rules of Order will be the accepted form of parliamentary procedure at annual general meetings, general meetings and special meetings of Commerce Chelsea.


7.7 Who can vote? How can members vote?


7.7.1 Each full member has one vote.


7.7.2 Voting must be by a member (no proxy votes).

a. A business member's vote will be by one person designated by the business to vote on behalf of the business.


7.7.3 Voting may be by show of hands, secret ballot, mail-in ballot, fax, e-mail or other method determined by the board.


7.7.4 A motion is passed if a simple majority (51%) of those who vote are in favour of the motion.


7.7.5. If the vote is equally for and against, the President is entitled to a second or casting vote.


8.0 Board of directors


8.1 Who can be a Board member?


Board members are individuals. A Board member must be affiliated with a Commerce Chelsea member organization.


8.2 How many people are on the Board?


There are a minimum of seven(7) and a maximum of fifteen (15) people on the Commerce Chelsea Board. The Board consists of a President, a Vice President, a Treasurer, a Secretary, a Past President, and 6 directors at-large.



8.3 What is the purpose of the Board?


8.3.1 The purpose of the Board is to guide the affairs of Commerce Chelsea through setting policy and over-all direction.


8.3.2 The Board is responsible for:

a. all Commerce Chelsea policies,

b. ensuring proper financial management of Commerce Chelsea, and

c. hiring, supervising and discharging employees.


8.3.3 To carry out its purpose, the Board may take any steps it considers necessary on behalf of Commerce Chelsea. The exception is when the Board is directed differently by:

a. the Companies Act of Quebec, or

b. the Commerce Chelsea by-laws or policies, or

c. a vote passed on a Special Resolution at a Commerce Chelsea meeting.


The board may create an executive committee to handle day to day decision making without the need to call a board meeting.

The executive can include up to seven board members as determined by the board

The executive can bring recommendations to the board for decisions exceeding their delegated authority.


8.4 How long may Board members be on the Board?


8.4.1 The term for a Board member is two years.


8.4.2 A board member may serve up to two 2-year terms in a position.



8.5 How are Board members chosen?


8.5.1 Members of Commerce Chelsea elect the Board members at the annual general meeting.


8.5.2 The outgoing President becomes the Past President.


8.5.3 If a Board position becomes vacant between elections, the Board may appoint a member to fill the vacant position until the next election.


8.6 What happens if a Board member is absent from Board meetings?


8.6.1 Board members are expected to attend all Board meetings.


8.6.2 If a Board member finds it impossible to attend a Board meeting, the Board member must notify the President.


8.6.3 Board members may lose their positions on the Board if absent from three consecutive Board meetings.


8.6.4 The Board may excuse a Board member's absences if the absences are due to circumstances the Board finds acceptable.


8.7 Why can a Board member be removed from the Board?


A Board member can be removed from the Board if the Board feels the member is not acting in the best interests of Commerce Chelsea.


8.8 How can a Board member be removed from the Board?

A Board member may be removed from the Board if:

8.7.1 a two-thirds majority of Board members request in writing to the President the removal of that Board member from the Board as outlined in Board policy, or

8.7.2 A majority of the members vote to remove the Board member at a special/general meeting.


9.0 Board meetings


9.1 Who calls Board meetings?

The President calls regular or special Board meetings.  The Secretary may call regular or special Board meetings when two directors have requested in writing a meeting.


9.2 How often are Board meetings held?

Board meetings are held at least four (4) times per year, or as required.


9.3 How many board members must be present to have a quorum?

A simple majority of the Board members (51%) is a quorum.


9.4 How can Board members call a Board meeting?

9.4.1 A quorum (51%) of the Board may call Board meetings if:

a. they submit their reason in writing to the President a month before the board meeting date, and

b. they give seven (7) days’ notice by letter, fax or e-mail to the last known address of members, or by telephone.


9.4.2 Board meetings called by Board members must be held within 30 days after the President receives the request for a Board meeting.


9.5 Can a Board meeting be held by telephone?

Yes, the Board can hold a meeting by telephone if all the directors consent and all the people participating in the meeting can hear each other.  


9.6 Can a motion be passed in writing or email?


Yes, a motion or resolution can be passed in writing as long as it has been signed by every director who could have voted on that motion at a board meeting.


A motion or resolution can be passed by email as long as a copy of each email from the board members, which includes a copy of the original email received with the motion or resolution typed out and not as an attachment, is attached to the original outgoing email and indicates if the board member is for or against the motion or resolution.



10.0 Duties of Board members


10.1 Who decides the duties of the Board members?

Commerce Chelsea policies shall govern the duties of the members of the Board of Directors.


10.2 What are duties of the President?

The President:

a. chairs Board meetings,

b. ensures the Board follows Commerce Chelsea policies, and

c. is, because of the position of President, an ex-officio member of all committees.


10.3 What are duties of the Vice President?

The Vice-President:

a. assists the President, and

b. carries out the President’s duties when the President is not able to do so, or when the President requests the Vice-President to do so.


10.4 What are duties of the Treasurer?

The Treasurer:

  • is responsible for ensuring the finances of Commerce Chelsea, and

  • delivers a financial report at each board meeting, and

  • as soon as possible after the close of each financial year shall make and submit to the Board of Directors a report for the financial year and arrange for the annual financial review, if required.

.


10.5 What are duties of the Secretary?

The Secretary is responsible for preparing and keeping:

a. the minutes of Commerce Chelsea meetings, and

b. the minutes of Board of Directors meetings, and

c. any other books and records related to Commerce Chelsea meetings.


11.0 Signing authority


11.1 Who can sign agreements or contracts on behalf of Commerce Chelsea?


Any two of the following may have signing authority for Commerce Chelsea:


a. President, and/or

b. Treasurer, and/or

c. Vice President, and/or

d.  Secretary.


11.2 Who can sign cheques on behalf of Commerce Chelsea?


Any two of the following may sign cheques on behalf of Commerce Chelsea:


a. President, and/or

b. Vice President, and/or

c. Treasurer, and/or

d. Secretary.

 

Commerce Chelsea cheques must have two signatures.



12.0 Payment to board members


12.1 Can Board members be paid for their service as Board members?

Board members are not paid for their services as Board members.  


12.2 Can Board members be reimbursed for expenses that result from being on the Board?

Board members are reimbursed for travel-related and Board-related expenses as outlined in the Travel Expense Policy.


12.3 Can Board members be paid to work for Commerce Chelsea?


12.3.1 A Board member can be contracted to perform a special service for Commerce Chelsea.


12.3.2 A Board member may be paid for providing a special service to Commerce Chelsea if:

a. other people have been considered to provide the service but are found to be less appropriate than the Board member, and

b. the Board member acts in accordance with the "Conflict of interest" by-law (Section 13.0), and

c. a three-quarters majority vote of the Board approves a motion to contract the Board member to provide the special service.


12.3.3 A Board member shall not vote at Board meetings during the time they are paid to perform a special service for Commerce Chelsea.



13.0 Conflict of interest


13.1 When is a Board member in a conflict of interest?

Board members are in a conflict of interest if they can benefit financially or materially from Commerce Chelsea.


13.2 What must a Board member do in a conflict of interest?

If a Board member is in a possible conflict of interest, the Board member must:

a. disclose to the Board the nature and extent of his or her interest, and

b. refrain from influencing the Board’s decisions on the issue, and

c. if the Board so requests, provide relevant information, and

d. leave the meeting when discussion and voting on the issue occurs.


Borrowing powers


14.1 How can Commerce Chelsea raise money?

Commerce Chelsea may perform services for a fee, fundraise, or borrow money to carry out the business of Commerce Chelsea.


14.2 What is required for Commerce Chelsea to borrow money?

A Special Resolution must be approved by the Commerce Chelsea board in order for Commerce Chelsea to borrow money above the executive limit.

The executive committee is authorized to borrow up to $2,000 in total at any time to facilitate the operations of Commerce Chelsea


15.0 Review of accounts


15.1 Who conducts a financial review of Commerce Chelsea?


At least once a year an independent qualified accountant will conduct a financial review of Commerce Chelsea’s books, accounts and records, if requested by the board.


15.2 When is the financial review reported?


The financial review for the previous year, if prepared, is presented to the membership at the Annual General Meeting.


15.3 What is the fiscal year of Commerce Chelsea?

For purposes of financial accounting and record keeping, the fiscal year of Commerce Chelsea will be from April 1 to March 31.


16.0 Minutes, books and records


16.1 Who prepares and keeps minutes of Commerce Chelsea meetings?

The Secretary is responsible for preparing and keeping:

a. minutes of Commerce Chelsea meetings, and

b. minutes of Board of Directors meetings, and

c. any other books and records related to Commerce Chelsea meetings.


16.2 Where are Commerce Chelsea books and records kept?

Commerce Chelsea books are kept in the Commerce Chelsea head office, or at the home of the Treasurer.


16.3 Who can inspect Commerce Chelsea books and records?


16.3.1 Commerce Chelsea books, accounts and records must be available for inspection upon request of Board members.


16.3.2 Commerce Chelsea members may inspect the books, accounts and records as long as they give reasonable notice to those responsible for keeping the books, accounts and records.  


17.0 Authority for contracts


17.1 When can contracts be authorized?

All contracts entered into by Commerce Chelsea must be in writing and be signed by the President, Vice-President, Executive Director, or other person(s) authorized by the Board.


17.2. Can Commerce Chelsea seek a legal opinion about a contract?

Commerce Chelsea may obtain a legal opinion on a proposed contract if the Board or other person(s) authorized by the Board recommends it.


18.0 Bylaw and policy amendments


18.1 How can by-laws be changed?


18.1.1 Commerce Chelsea by-laws may be changed by the directors at a Board meeting. Any changes must be ratified by the members at the annual general meeting.  If the change is not approved, it ceases to have effect as of the date it was rejected.


18.1.2 Approval by a minimum of three-quarters (75%) of the members who vote is needed to pass the resolution to ratify the by-laws.


18.2 How can policy be changed?

The Board of Directors may change Commerce Chelsea policies.


19.0 Legal responsibility and indemnity


19.1 Are Commerce Chelsea members personally responsible for Commerce Chelsea's debt or liability?

No Commerce Chelsea member is personally responsible for Commerce Chelsea’s debt or liability.


19.2 Are people who act on behalf of Commerce Chelsea personally responsible to pay Commerce Chelsea penalties or liabilities?

When Board members or others are authorized to act on behalf of Commerce Chelsea, and a legal or administrative action results in costs or expenses, Commerce Chelsea will not require Board members or other authorized persons to pay any penalties, liabilities, costs or expenses, if the authorized persons:

a. acted honestly and in good faith with a view to the best interests of Commerce Chelsea, and

b. in cases involving criminal or administrative action enforced by a monetary penalty, had reasonable grounds to believe their conduct was lawful, and

c. immediately notified Commerce Chelsea of any action or proceeding, and

d. cooperated with Commerce Chelsea in its defence in a manner that was reasonable in the circumstances.


20.0 Dissolution

20.1 What happens if Commerce Chelsea dissolves?

If Commerce Chelsea dissolves, all of its assets will be redistributed to another registered charitable organization.


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