Article V - Board of Directors

Section

24. The Officers shall be : a President, Vice-President, Treasurer, and Secretary.
    
    
25. The Officers together with three to seven other members (the number being determined by vote of the membership at a General Meeting), shall be elected from among the members each year at the Annual General Meeting by ballot, and shall form the Board. The retiring President shall be ex-officio, a member of the Board.
    
    
26. The Executive Director shall be an ex-officio member of the Board of Directors and shall be entitled to notice of meetings of the Board and to attend such meetings, but shall not be entitled to vote.
    
    
27. The Board shall remain in office for one year or until their successors shall be appointed.
    
    
28. No Board member, shall hold the same office for more than two years in succession.
    
    
29. Where a member of the Board dies, resigns his office, or is absent from three consecutive meetings of the Board, the Board may, at any meeting thereof, elect another member in his place.
    
    
30. Any Board member may be suspended from his office or have his tenure of office terminated if, in the opinion of the Board, he is grossly negligent in the performance of his duties. However, any officer so suspended or those 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.
    
    
31. 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 others, as it may determine or as may be required by vote of a majority of members present at any General Meeting.
    
    
32. The Board shall, in addition to the powers hereby expressly conferred on it, have such powers as are assigned by any by-law of the Chamber provided, however, that such powers are not inconsistent with the provisions of the Board of Trade Act.
    
    
33. Any five or more members of the Board, lawfully met, shall be a quorum and a majority of such quorum may do all things within the powers of the Board.
    
    
34. The Board shall frame such by-laws, rules, and regulations as appear to it, 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.
    
    
35. No paid employee of the Chamber shall be a member of the Board, with the exception of the Executive Director, who shall be a non-voting member. With the exception of the Executive Director, members of the Board shall receive no remuneration for services rendered. The Board may however, pay reasonable expense monies to any member of the Chamber.
    
    
36. The President and Vice-President, before taking office, shall take and subscribe before the Mayor or before any Justice of the Peace, an oath in the following form: "I swear that I will faithfully and truly perform my duty as President/Vice-President of the Argentia Area 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 this Chamber was constituted according to the true intent and meaning of the same. So help me God."
    
    
37. The meetings of the Board shall be open to all members of the Chamber, who may attend, but may not participate in any of the proceedings unless invited to do so.
    
    
38. No public pronouncement in the name of the Chamber may be made unless authorized by the Board or by some person to whom the Board has delegated this authority.
    
    
39. 1. The President shall preside at all meetings of the Chamber and the Board. He shall regulate the order of business at such meetings, receive and put lawful motions and communicate to the meeting what he may think concerns the Chamber. 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 Board. It shall be the duty of the President to present a general report of the activities of the year at the Annual General Meeting.
    2. The Vice-President shall act in the absence of the President and, in the absence of both of these officers, the meeting shall appoint a chairman to act temporarily.
    3. 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 or trust company selected by the Board. Out of such funds he shall pay amounts approved by the Board, and shall keep a regular account of the income and expenditures of the Chamber and submit an audited statement thereof for presentation to the Annual General Meeting and at any other time required by the Board. He shall make such investment of the funds of the Chamber as the Board may direct. He shall with the President, Vice-President, Secretary or Executive Director, sign all notes, drafts, and cheques.
    4. The Secretary shall be the executive officer of the Chamber and shall be responsible to the Board for the general control and management of the Chamber's business affairs. He shall be responsible for keeping the books of the Chamber, conducting its correspondence, retaining copies of all official documents and shall perform all other such duties as properly pertain to his office. He shall, with the President, sign and when necessary, seal with the seal of the Chamber, of which he shall have custody, all papers and documents requiring signature or execution on its behalf. He shall maintain an accurate record of proceedings of the Chamber and of the Board. At the expiration of his term of office, the Secretary shall deliver to the Chamber all books, papers, and other property of the Chamber.
    
    
40. The Board may appoint an Executive Director who shall serve in that capacity until the Board otherwise determines. If one is appointed, he shall be responsible to the Board for the operation of the Chamber and will generally manage the Chamber. He will work in conjunction with the Treasurer and Secretary on all matters pertaining to their offices. He will perform such other duties as are usual for such position and which the President or Board may from time to time delegate to him.