By-Laws

Newfoundland and Labrador Business Coalition Inc.

Preamble:

The Newfoundland and Labrador Business Coalition Inc. was incorporated on April 1, 2008.  At the time of incorporation, there were ten (10) members of the Coalition, with each member naming one Director to the Board for the Coalition.  Additional representatives of members may attend regular meetings of the Board. These by-laws are written to reflect the current operations, and include sections 18-21, and section 34, that would allow for smooth transition to a different organizational model should the level of membership growth warrant that change.

Article I –  Interpretation

1. The Coalition means the Newfoundland and Labrador Business Coalition Inc.

2. Board means the Board of Directors of the Coalition, including the Officers.

3. Member means an organization that has been accepted into the Coalition by a majority vote of the Board.

4. Members in good standing are those members whose annual stipends, if applicable, have been paid in accordance with Board policy, and who have not been the subject of discipline by the Board of the Coalition.

7. The fiscal year of the Coalition shall be from April 1st to March 31st. beginning in April 2008.

8. Roberts Rules of Order shall apply to all meetings of the Coalition where the By-Laws and Board Policies do not give direction.

Article II – Membership

9.    Eligibility for Membership:

Membership in the Coalition is open to all not-for-profit Associations, Corporations, Societies, or Partnerships, that represent, and advocate for, businesses or organizations directly engaged in trade, commerce, or the economic welfare of Newfoundland and Labrador.

10.                Application for Membership:

The organization wishing to become a member shall make application for membership to the Coalition.

11.                Vesting of Membership

Each member shall have only one vote, and shall notify the Coalition in writing of the name of the person who will cast the member’s vote at applicable Coalition proceedings that require voting.

•12.                Administrative Stipend:

The members of the Coalition may set an annual administrative stipend by majority vote at the Annual General Meeting.  Such stipend would be paid by participating organizations for the following fiscal year , are prorated, and are due within 90 days of the start of the fiscal year.

•13.             Membership Duration

Membership in the Coalition shall continue from the time of admittance until a member resigns or has been removed from membership by action of the Board, in accordance with the provisions of these by-laws

14.                Resignation

Any member may withdraw from membership in the Coalition by providing 10 days written notice to the Chair of the Coalition.

15.                Termination of Membership

The Board may terminate the membership of a member at any time if the Board in its sole discretion, by 2/3 majority vote, determines that:

  • The member no longer subscribes to the aims and objectives of the Coalition.
  • The member has not abided by the By-Laws or policies of the Coalition.
  • Annual administrative stipend has not been paid for the year which has been invoiced.

    The Board’s decision shall be final.

•16.                 Binding Effect of By-Laws

These By-Laws shall bind the Coalition and its members to the exact extent as if they were signed, sealed, and delivered by the Coalition to each of its members inter se, containing covenants on the part of the Coalition and each of its members to observe and perform all the provisions of these duties.

Article III – Board of Directors

•17.                Composition of the Board

The Board shall consist of not less than seven (7) and not more than sixteen (16) representatives from member organizations.  When the number of member organizations exceeds sixteen (16), a Board of Directors shall be elected, not appointed, and sections 18-21 shall then come into affect.

•18.                Nominations for the Board

The nomination of persons to serve on the Board shall be submitted to the Nominating Committee from members in good standing. The nominations shall come from a senior representative of the member, at least thirty (30) days before the date of the Annual General Meeting.

Each Director shall be eighteen (18) or more years of age, and no person who is not an individual, or who has the status of a bankrupt, or who is of unsound mind, and has been so found by a court in Canada or elsewhere, shall be a Director. If a Director acquires the status of any of these conditions, s/he shall cease to be a Director.

The Board may set additional conditions for nominees to meet as part of the nomination process.

•19.                 Election of Directors

The election of Directors (if required) shall be conducted by mail, electronically, and/or in person, as decided by the Board. All members of the Coalition shall elect the Directors.

•20.                 Vacancies on the Board

If a vacancy occurs on the Board by resignation or termination by the Board, the Board shall decide to either fill the position or wait until the next Annual General Meeting. If the decision is made to fill the position, it shall be filled in the manner determined by the Board.

•21.                Term of Office for Directors

Directors are elected for two-year terms, and are eligible for re-election. Directors are to be elected in a means that provides for continuity of the Board and staggering of Directors’ terms.

•22.                Remuneration for Directors

Directors shall not receive any remuneration for their services.

•23.                Meetings of the Board

The Board of the Coalition shall meet a minimum of six times annually, at a time and place determined by the Chair in consultation with the Directors. Meetings shall be called on the direction of the Chair, or by written request of any three (3) Directors. Notices shall be sent to the Directors at least seven (7) calendar days in advance of the meeting. Decisions at Board meetings shall be made by consensus or by majority vote. In the event of a tie, the Chair shall cast the deciding vote.  Additional representatives of member organizations who attend regular Board meetings have a voice but no vote.

•24.                 Quorum of the Board

A quorum of the Board shall be 50%, plus one, of the Directors. Directors may participate in-person, by telephone or online, and are deemed to be present for the purpose of a quorum and decisions of the Board. Directors unable to attend a regular Board meeting of the Coalition are encouraged to designate an alternate from their organization to attend that meeting on their behalf.

 

•25.                Declaration of Conflict of Interest

Directors of the Coalition shall, in the performance of their duties,  act in good faith, primarily representing the views and ideas of the constituent association which they represent, while concurrently serving the Coalition with the high degree of diligence, care, and skill that reasonably prudent persons would exercise in the conduct of their own affairs. Directors may not take advantage of their position, or the knowledge gained from the position, for private gain or other personal advantage, either for themselves or anyone else with whom they have a direct or indirect personal or financial interest, to the detriment of the Coalition or SP.

Directors shall disclose in writing, or by inclusion in the minutes, any interests or activities such as those outlined above.

•26.                 Indemnification of Directors and Officers

The Coalition shall indemnify a Director or Officer of the Coalition, or a former Director or Officer of the Coalition against all costs, charges, and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred in respect to any civil, criminal, or administrative action or proceeding to which said Director or Officer is made a party by reason of being or having been a Director of Officer of the Coalition, if:

  • The person acted honestly and in good faith with a view to the best interests of the Coalition; and
  • In the case of a monetary penalty, the Director or Officer has reasonable grounds for believing the conduct was lawful.

The Coalition may purchase and maintain insurance for the benefit of Directors and Officers against any liability incurred by them in their capacity as Directors or Officers of the Coalition, except where the liability relates to their failure to act honestly and in good faith, with a view to the best interests of the Coalition.

•27.                Officers of the Board

The Chairperson of the Board shall be determined annually by a majority vote of the members of the Coalition at the Annual General Meeting.

The Board shall, at its first regular meeting after the Annual General Meeting, elect from the Board, for a period of one (1) year, a Vice-Chair and a Secretary-Treasurer.  This shall not create any vacancy on the Board, but the Directors so elected will take on additional responsibilities. The Officers so elected shall form the Executive Committee, which shall be responsible for oversight of the day-to-day operations of the Coalition.

•28.                 Role of Chairperson of the Coalition

The Chairperson of the Coalition shall:

  • Chair all Board, Executive, and General Meetings of the Coalition.
  • Lead the work of the Executive and Board decisions to effectively manage the Coalition.
  • Be ex-officio on all committees of the Coalition.
  • Oversee the use of the seal of the Coalition.
  • Be the lead representative of the Coalition at all Strategic Partnership Council and Strategic Partnership Forum meetings.
  • Be the lead representative in all communications with the political level of Government.
  • Be the chief representative of the Coalition at functions warranting that person’s presence.
  • Perform such other duties as delegated by the Board and/or the Executive Committee.

 

•29.                Role of Vice-Chairperson of the Board

The Vice-Chairperson of the Board shall:

  • Assist the Chairperson is the executive of that person’s duties.
  • In the absence of the Chairperson, or where that person is unable to act, assume the authority and role of the Chairperson.
  • Participate in the work of the Executive and the Board decisions to effectively manage the Coalition.
  • Perform such other duties as delegated by the Board and/or the Executive Committee.

 

•30.                Role of Secretary Treasurer of the Board

The Secretary-Treasurer of the Board shall:

  • Oversee the maintenance and safekeeping of all books and records of the Coalition.
  • Oversee the financial affairs of the Coalition, and report on the financial status of the Coalition at each regularly scheduled Board meeting.
  • Oversee the development of the annual budget for approval by the Board of the Coalition.
  • Ensure that Annual Returns are filed in accordance with the requirements of the Corporations Act.
  • Participate in the work of the Executive and the Board decisions to effectively manage the Coalition.
  • Perform such other duties as delegated by the Board and/or the Executive Committee.

 

•31.                Vacant Officer Position(s)

If the position of Chairperson becomes vacant, the Vice-Chairperson shall fill the vacant position for the duration of the term.  If the Vice- Chairperson or Secretary-Treasurer positions become vacant, the Board shall decide whether and in what manner to fill the position from within the Board.

•32.                Representatives to Strategic Partnership Council

The Chairperson of the Coalition shall be the lead representative of the Coalition at the Strategic Partnership Council. The Board shall, at its first regular meeting after the Annual General Meeting, appoint from the Board, for a period of one year, two additional persons to represent the Coalition at the Strategic Partnership Council.

•33.                Representatives to Strategic Partnership Forum

Delegates to represent business at Strategic Partnership Forums will be chosen by the Board.

Article IV – Meetings of the Coalition

•34.                 General Meetings

Should all member organizations not be represented on the Board of the Coalition, quarterly general meetings of the membership shall be held. Such meetings shall be at the call of the Chairperson, with the agenda and location decided by the Board.

•35.                Annual General Meetings

The Annual General Meeting of the Coalition shall be held annually within six months of the fiscal year end, and at such time, date, and place as the Board shall determine. The purpose of the Annual General Meeting is to confirm Directors to the Board for the coming year, receive statements of account of the Coalition, elect the Chairperson for the coming year, and transact such other business as may be properly brought before the meeting.

•36.                Special General Meetings

The Board or the Director of Business forthwith upon receiving written request from at least one-third (1/3)  of the members-in-good-standing of the Coalition, stating the purpose for which the meeting is required, shall call a Special General Meeting of the Coalition.  No other business may be transacted at a special meeting.

•37.                  Notice of General Meetings

At least thirty (30) calendar days written notice of the Annual General Meeting and at least fourteen (14) days written notice of any Special General Meeting of the Coalition shall be given to members. Such notice shall specify the date, time, and place of the meeting, and the business to be transacted at the meeting. Failure of a member or members to receive such notice shall not invalidate the proceedings of a meeting.

•38.                 Chair of General Meetings

The Chairperson of the Coalition shall preside over all General Meetings of the Coalition, or in his/her absence, the Vice Chairperson, or in his/her absence a Director of the Board as designated by the Board.

•39.                Quorum for General Meetings

The quorum for all General Meetings shall consist of fifty percent (50%), plus one, of members in good standing.

•40.                Voting at General Meetings

Voting on all matters presented to a General Meeting shall be by show of hands, unless a secret ballot is demanded by at least one third (1/3) of the members present. At all General Meetings, every question shall be determined by a majority of votes. In the case of tie votes, the Chair shall have a second or deciding vote.

•41.                 Minutes of General Meetings

The Secretary-Treasurer shall ensure that official records of all General Meetings are kept as the official record and distributed prior to the next Annual General Meeting where they shall be formally adopted as circulated, or as amended.

Article V – Committees

  • 42.Establishment of Committees:

The Board may establish as many committees as it feels appropriate to carry out its mandate. The terms of reference and membership of any committees of the Board shall be set by the Board.

Article VI-    General Business of the Coalition

•43.                Authority of the Board:

The Board has the authority to conduct the regular business of the Coalition. This authority includes, but is not limited to, the following:

  • To designate the location of the registered office of the Coalition, from time to time.
  • To obtain and safeguard the seal of the Coalition.
  • To manage the business and the property of the Coalition.
  • To approve membership in the Coalition, which membership shall not be unduly refused.
  • To establish such committees as may be required from time to time, to carry out the work of the Coalition.
  • To choose the financial institution to carry on the banking business of the Coalition.
  • To pre- approve any major undertaking of the Coalition.
  • To designate the signing authority for banking purposes, from time to time.
  • To designate the authorized person to execute legal and contractual documents on behalf of the Coalition.
  • To approve the annual budget.
  • To appoint, from time to time, agents and attorneys for the Coalitions with such powers of management or otherwise (including the power to sub-delegate) as may be considered appropriate.
  • To hire employees and contract consultants as appropriate to carry out the work of the Coalition.
  • To develop policies and procedures that provide for efficient implementation of the By-Laws of the Coalition.

 

Article VII Notices

•44.                Method of Giving:

Any notice, communication or other document to be given by the Coalition to a member, Director, of Officer of the Coalition under any provision of the Articles or By-Laws shall be sufficiently given if delivered personally to a person to whom it is to be given; or if delivered, mailed by prepaid ordinary mail in a sealed envelope, or sent by means of wire or wireless or any other form of transmitted or recorded communication to the last address as recorded in the books of the Coalition.  A notice so delivered shall be deemed to have been given when delivered personally, deposited in a post office or letter box, or delivered to the appropriate communications company or its agent for dispatch.