Bylaws of the
South Bruce Community & Business Association
Revision III – 2025
Article I-Name and Objectives
Section 01
The name of this organization shall be the South Bruce Community & Business Association (SBCBA).
Section 02
The objectives of the SBCBA shall be to promote and improve trade and commerce and the economic, civic and social welfare of the district. Specifically, SBCBA has adopted the following objectives:
To strive for an environment where various sectors can meet in a respectful and supportive atmosphere to promote a cooperative and holistic approach to planning, organizing, delivering and reviewing of services and resources throughout the municipality.
To be inclusive of all sectors within the municipality whether public, private, commercial, industrial, agriculture, service or not-for-profit.
To strive for fairness and effective management of resources within the municipality to encourage and facilitate harmony, growth and quality of life for its constituents and economic base.
The SBCBA is committed to fostering an environment where there is Respect for yourself; Respect for others; and Responsibility for your actions. The SBCBA discourages any form of inappropriate behaviour at meetings and events sanctioned by the SBCBA including in person, written, or verbal communications (including email or phone). Further the SBCBA shall adhere to the Municipality of South Bruce R-ZONE Policy of Respect and Responsibility whenever in public venues. SBCBA when conducting business in private businesses or enterprises, will follow similar code of conduct following the principles of the R-Zone policy. The SBCBA chair or designate will be responsible to address any inappropriate actions that go against the principles noted above using the municipal RZone policy as a guide.
Section 03
The usual place of meeting shall be within the boundaries of the Municipality of South Bruce.
Section 04
The SBCBA shall be non-sectional and non-sectarian and shall not lend its support to any candidate for public office.
Article II-Interpretation
Section 05
Wherever the words “the association” occur in these bylaws, they shall be understood to mean the SBCBA as a body.
Section 06
Wherever the words “board of directors” or just “board” occur in these bylaws, they shall be understood to mean the SBCBA as a body.
Section 07
Wherever the word “district” occurs in these bylaws, it shall mean that area, within and for which this association was established, as defined in the Certificate of Registration under the Boards of Trade Act (R.S., c. B-8, s.1.) or, if not so registered, as the geographical area of the Municipality of South Bruce.
Article III-Membership
Section 08
Any reputable business directly or indirectly engaged or interested in trade, commerce or the economic and social welfare of the district shall be eligible for membership in the association.
Section 09
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 association.
Section 10
Any member of the association, who intends to retire therefrom or to resign their membership may do so, at any time, upon giving the secretary ten days’ notice in writing of such intention, and upon discharging any lawful liability which is standing upon the books of the association against them at the time of such notice.
Section 11
Membership shall be renewed annually. Invoices will be sent on the first business day in January and will be due February 15th. Any member who has not paid their dues with in 30 days will forfeit the privileges of membership and will be removed from the register.
Section 12
Persons who have distinguished themselves by some meritorious or public service may be elected Honourary Members by a majority vote of the association. Such recognition shall be for a term of one year and may be repeated. Honourary membership shall include all the privileges of active membership except that of holding office, with the exemption from payment of annual dues.
Section 13
Any member of the association may be expelled by a two-thirds vote of the Board.
Section 14
In the interest of promoting SBCBA to new members, as well as giving start up businesses a hand up, any new business that is opening its doors in South Bruce will be offered a free membership in SBCBA including all advantages of membership for a period of one year. This offer may also be extended to businesses that move to South Bruce at the discretion of the board of directors.
Article IV-Dues and Assessments
Section 15
The annual dues payable by members of the association shall be determined annually by the Board, subject to the approval of the general meetings whenever a change in the original amount is involved, including discounted or free membership
Section 16
Other assessments may be levied against all members provided they are recommended by the Board and approved by a majority of the members present at a general meeting of the association. The notice calling such a general meeting shall state the nature of the proposed assessment.
Article V-Officers and Council
Section 17
The board of directors will be comprised of representatives chosen by the membership at the Annual General Meeting. A minimum of 7 and a maximum of 11 members will be chosen through democratic process facilitated by the current chair, or someone of his/herchoosing. Members elected must be a member in good standing to be an elected officer. They shall remain in office for one year or until their successors shall be appointed. The listed members of the board should represent as much as possible each sector that is being served by the association: public, private, commercial, industrial, agricultural,
service groups or not-for-profit, as set out in goals and objectives in Section 2.
Section 18
The officers of the board will be chosen from the those whom were elected to serve on the board, at the first regular board meeting following the AGM. The board officers shall be: Chair, Vice Chair, and Treasurer.
Section 19
Where a member of the Board dies or resigns their office or is absent from three consecutive Board meetings, the Board may, at any meeting thereof, elect a member of the Board, in the place of the member who had died or resigned, or is absent.
Section 20
Any officer or Board member may be suspended from their office or have their tenure of office terminated if, in the opinion of the Board, they are grossly negligent in the performance of their duties, providing however, that any officer or Board member 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.
Section 21
The Board shall have the general power of administration. It may make or authorize petitions or representations to the government or parliament of Canada, the government or legislature of the province or territory, or others, as it may determine or as may be required by vote of a majority of members present at any general meeting
Section 22
The Board shall, in addition to the powers hereby expressly conferred on it, have such powers as are assigned to it by any bylaw of the association provided, however, that such powers are not inconsistent with the provisions of the Boards of Trade Act.
Section 23
Any five (5) or more members of the Board, lawfully met, shall be a quorum and a majority of such may do all things within the powers of the Board.
Section 24
The Board shall frame such bylaws, rules and regulations as appear to it, and best adapted to promote the welfare of the association, and shall submit them for adoption at a general meeting of the association called for that purpose.
Section 25
The Board, or at his/her request, the chair, may appoint committees or designate members of the Board, the association or others, to examine, consider and report upon any matter or take such action as the Board may request
Section 26
The Board may suspend any chairman from office or have his/her office terminated for just cause. Any committee may be terminated by the Board.
Section 27
No paid employee of the association shall be a member of the Board or executive committee. Officers of the association shall receive no remuneration for services rendered, but the Board may grant any of these said officers reasonable expense monies.
Section 28
Members are encouraged to participate in regular scheduled board of director meetings by contributing on an agenda item or submitting a request for a delegation presentation. Requests should be sent at least one week in advance of a board meeting to the chair and or secretary in order to be considered for the agenda.
Section 29
The board of directors may request an “in camera” meeting from time to time to deal with specific items including, but not limited to personal or member issues.
Section 30
a) The chair shall preside at all meetings of the association and Board. He/she shall regulate the order of business at such meetings, receive and put lawful motions, and communicate to the meeting what he/she may think concerns the association. The chair shall, with the vice chair, sign all papers and documents requiring signature on behalf of the association, unless someone else is designated by the Board. It shall be the duty of the chair to present a general report of the activities of the year at the annual general meeting.
b) The vice-chair shall act in the absence of the chair and, in the absence of both of these officers the meeting shall appoint a chair to act temporarily. He/she shall, with the chair, sign and when necessary, seal with the seal of the association, of which he/she shall have custody, all papers and documents requiring signature or execution on its behalf.
c) The treasurer, shall have charge of all funds of the association and shall deposit, or cause to be deposited, the same in a chartered bank selected by the Board. Out of such funds the treasurer shall pay amounts approved by the Board and shall keep a regular account of the income and expenditures of the chamber and shall submit an audited statement thereof for presentation at the annual general meeting and at any other time required by the Board. He/she shall make such investment of the funds of the association as the Board may direct. He/she shall, with a member of Board sign all notes, drafts and cheques.
d) The secretary shall be a paid individual. He/she shall be responsible to the Board for the general control and management of the association’s business affairs. He/she shall be responsible for keeping the books of the association, conducting its correspondence, retaining copies of all official documents and shall perform all such other duties as properly pertain to his/her office. He/she shall maintain an accurate record of the proceedings of the association and of the Board. At the expiration of his/her term, the secretary shall deliver to the association, all books, papers and other property of the association.
Article VI-Meetings
Section 31
The annual general meeting of the association shall be held in the month of February in each year at the time and place determined by the Board of Directors. At least two (2) weeks’ notice of the annual general meeting shall be given.
Section 32
Regular general meetings of the association shall be held at the call of the chair. At least one (1) week’s notice of such meetings shall be given.
Section 33
Special Special general meetings of the association may be held at any time when summoned by the chair, or requested in writing by any three (3) members of the Board, or any eleven (11) members of the association. At least one (1) day’s notice of such meetings shall be given.
Section 34
The Board shall meet as necessary or more often, when necessary, to carry on the business of the association, by way of virtual or in person meeting.
Section 35
Notice of all meetings, naming the time and place of assembly, shall be given by the secretary. This information will be e-mailed to the last known address of each member and shall constitute sufficient notice
Section 36
At any regular meeting of the board, five (5) board members shall be a quorum. For the Annual General Meeting, seven (7) members are required to achieve quorum.
Section 37
Minutes of the proceedings of all general and Board meetings shall be entered in books to be kept for that purpose, by the secretary.
Section 38
All books of the association shall be opened at all reasonable hours to any member of the association, free of charge.
Article VII-Voting Rights
Section 39
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 individuals.
Section 40
Voting at Board or general meetings shall normally be by a show of hands or, if requested by the chairman or majority of the Board vote by ballet. A roll call vote shall be taken, if requested by five (5) members provided such request received approval of two-thirds (2/3) of the members assembled.
Section 41
The presiding officer shall vote only in case of a tie. Upon an appeal being made from a decision of the presiding officer, the vote of the majority shall decide.
Section 42
Motions or amendments shall be carried at any council or general meeting by a majority vote unless otherwise provided in these bylaws.
Article VIII-Bylaws
Section 43
Bylaws may be made, replaced or amended by a majority of the members of the association present at any general meeting, notice of such proposal having been given in writing by one (1) member and seconded by another at a previous general meeting and duly entered as minutes of the association.
Section 44
Such bylaws shall be binding on all members of the association, its officers and all other persons lawfully under its control. They shall come into force and be acted upon only when they have been approved by Industry Canada in the case of incorporation of the association.
Article IX-Affiliation
Section 45
The association, at the discretion of the Board, shall have power to affiliate with the Canadian Chamber of Commerce, the Ontario Chamber of Commerce or regional chambers, or any other organizations in which membership may be in the interests of the association.
Article X-Fiscal Year
Section 46
The fiscal year of the association shall commence on the first (1st) day of January in each year.
Article XI-Auditors
Section 47
Auditors shall be appointed by the members present at the annual general meeting and they shall audit the books and the accounts of the association at least once in each year. An audited financial statement shall be presented by the treasurer at each annual general meeting and at any other time required by the Board.
Article XII-Procedure
Section 48
Parliamentary procedure shall be followed at all general and Board meetings in accordance with “Rules of Order” by Bourinot.