WHITBY CHAMBER OF COMMERCE BY-LAWS
ARTICLE 1 NAME AND OBJECT

1.1
The name of this organization shall be the Whitby Chamber of Commerce.

1.2
The Whitby Chamber of Commerce is an organization committed to the growth of
business and the enhancement of the social, cultural and educational standards
which contribute to the economic prosperity and quality of life of Whitby and area.

1.3
The usual place of meeting shall be in the Municipality of the Town of Whitby.

1.4
The Whitby Chamber of Commerce shall be politically non-partisan, non-sectional,
non-sectarian and shall not lend its support to any candidate for public office.

ARTICLE 2 INTERPRETATION

2.1
Wherever the words "The Chamber" occur in these By-laws, they shall be
understood to mean "The Whitby Chamber of Commerce" as a body.

2.2
Wherever the words "member(s)" occur in these By-laws, they shall be understood
to mean "Member(s) in Good Standing". (As referred to in Article 3)

2.3
Wherever the words "the Board" occur in these By-laws, they shall be understood
to mean "the Board of Directors including the Executive Committee" of the Whitby
Chamber of Commerce.

2.4
Wherever the words "the Executive" occur in these By-laws, they shall be
understood to mean "the Executive Committee of the Board of Directors".


ARTICLE 3 MEMBERSHIP

3.1
Any person, business or organization who directly supports the objects of the
Chamber may apply for membership subject to approval of the Board.

3.2
Non-political Associations, Corporations, Societies, Partnerships or Estates may
become members of the Chamber but the voting power of such memberships shall in
each case be assigned to individuals.

3.3
New applicants for membership in the Chamber shall be reviewed at any regular
meeting of the Board. Such person or organization may be proposed as a candidate
for membership providing such candidate shall undertake, if admitted, to be
governed by the By-laws and the Code of Conduct of the Chamber.

3.4
If such proposal is carried by a quorum of the Board then present, such person or
organization shall thenceforth be a member of the Chamber and shall have all the
rights and be subject to all the obligations of the other members.

3.5
Membership shall continue from the time of admittance until a member has resigned
in accordance with the provisions of these By-laws or has been removed from the
roll of members by action of the Board.

3.6
Any member of the Chamber who intends to retire therefrom or to resign their
membership, may do so at any time, upon giving to the President or designate ten
days' notice in writing of such intention and upon discharging any lawful liability on
the books of the Chamber against them at the time of such notice.

3.7
The Board may remove from the roll of members the name of any new member
failing to pay their annual dues within 30 days of their admission or of any other
member who fails to pay such dues within three months of the date they fall due.
Upon such action by the Board all privileges of membership shall be forfeited.


3.8
Non-political Associations, Corporations, Societies, Partnerships or Estates may be
elected Honourary Members by a quorum of the Board present. Such recognition
shall be for a term of one year and may be repeated subject to an annual review of
the Board. Honourary membership shall include all privileges of active membership
except that of holding office and voting, with exemption from the payment of annual
dues.

3.9
Any membership of the Chamber may be terminated by a two thirds vote of the
Board.

ARTICLE 4 DUES AND ASSESSMENTS

4.1
The annual dues payable by any member of the Chamber be such amount as shall be
determined upon review and approval by the Board. The said dues shall be due and
payable on the first day of the anniversary month of the membership of that
member.

4.2
Funds for the operation of the Chamber may be raised by annual dues, contributions
and from other sources, as approved from time to time, as permitted under the
Boards of Trade Act.

ARTICLE 5 OFFICERS AND BOARD

5.1
The Executive shall consist of the following officers:
President, two (2) Vice Presidents, Secretary/Treasurer and the Immediate Past
President. The Board shall elect from within the Directors for a one (1) year term the
Executive Elect in October each year at a regular Board meeting. The persons
elected shall hold their offices until others are elected in their place or until they are
removed from office or vacate it under the By-laws of the corporation. The term of
office for the Executive elect will be effective on January 1st.


5.1.1
The Board shall consist of [the Executive plus nine (9) [additional] Directors.
Nominations for Directors, excluding the Executive, shall be solicited by electronic
means, mail, Chamber publication or hand delivered to each member's last known
address. Directors shall be elected by ballot from among the members if the number
of nominees is greater than the vacant positions available in any given year. If nine
(9) or less, those nominated will be acclaimed at the November Board meeting of
the Board. Ballots (if required) will be circulated by electronic means and/or mail
and/or Chamber publication and/or appear in a Chamber publication or hand
delivered to each member's last known address. The dates for the return of
nominations and ballots will be from August to November with actual dates being
determined each year by the Board.

Each Director shall be elected for a 3 year term. The Term of office for all Directors
will be staggered so that approximately one-third of the seats shall become vacant
each year. All Directors shall be eligible for re-election to a maximum of two (2)
additional terms ( a total of nine (9) years), but must then retire from the Board for a
minimum of three (3) years before becoming eligible for re-election to that position.

5.1.2
Advisors up to a maximum of three (3) may be appointed by the Board annually
with the same privileges as a full Director with the exception of the right to vote
which must be approved annually by the Board. The Mayor's Designate may
participate in Board meetings with the same privileges as a full Director with the
exception of the right to vote.

5.1.3
The Nominating Committee shall be appointed by the Board of Directors and be
chaired by the Immediate Past President. The Nominating Committee will validate
nominations based on the following:

The Nominating Committee will give due consideration to fair representation of the
membership.

Nominees for Director must adhere to the principles of the Whitby Chamber of
Commerce and be prepared to function within the parameters of the Whitby
Chamber of Commerce By-Laws and Code of Conduct. Nomination forms must be
signed by three (3) nominators (3 different members) in good standing and the
nominee.


5.2
When a member of the Board dies or resigns or is removed from office during the
course of his/her term, the Board may fill the vacancy by appointment for the
remainder of the term.

5.2.1
Any member of the Board may be suspended or requested to take a leave of absence
from his/her office or have his/her tenure of office terminated if, in the opinion of
the Board, he/she is negligent in the performance of his/her duties. Absence by a
Director from three (3) consecutive meetings without a reasonable explanation
deemed valid by the Board and so recorded by the Secretary/Treasurer, shall be
construed as a resignation.

5.2.2
Any member of the Board who is a candidate in any election: (i.e. municipal,
regional, provincial or federal) must take a leave of absence from the Board for the
duration of that election campaign. If the member is subsequently elected he/she
must resign from the Board upon such election.

5.2.3
Elected representatives to, or individuals directly employed by the Federal
Parliament, the Provincial Legislature or any Regional or Municipal Council are not
eligible to be elected to the Board of Directors.

5.3
The Board and/or designate may make or authorize petitions or representations to
any level of government or others as it may determine or as may be required.

5.4
The Board shall in addition to the powers hereby expressly conferred on it have such
powers as are assigned to it by any By-law of the Chamber provided however that
such powers are not inconsistent with the provisions of The Boards of Trade Act.

5.5
A Quorum shall consist of 50% plus one (1) members of the Board or a minimum of
5 members of the Board, whichever is greater.

5.6
The Board shall review and recommend By-law amendments and shall recommend
them for adoption at a general meeting of the Chamber.

5.7
The Board, or at its request, the President and/or designate 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.

5.8
The meetings of the Board shall be open to all members of the Chamber, who may
attend but may not take part in any of the proceedings unless invited to do so by the
President.

5.9
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.

5.9.1
The Board shall authorize all appointments to external community committees
where Chamber representation has been requested and approved by the Board. All
appointees shall be directly responsible to the Board and shall submit reports of their
findings and recommendations to the Board. No resolution or action by an
appointee to a community committee shall be binding or expressive of the Chamber
without the approval of the Board.

5.9.2
It is the duty of all Directors of the Chamber to avoid real or perceived conflicts of
interest in their dealings with the Chamber. Should such situations arise, a Director
will declare his/her conflict of interest, which shall be noted in the minutes and shall
take direction from the Board by a vote as to their further involvement in the
discussion of the item in question. Failure to adhere to this policy shall be deemed
to be a breech of his/her fundamental duty as a Director and may by two-thirds vote
by the balance of the Board result in their dismissal.

5.10
The full Executive shall before entering upon their office take and subscribe before
the Mayor of the Town or the Mayor's designate or before any justice of the peace
an oath in the form following, that is to say:

"I swear that I will be faithful and truly perform any duty as __name_[and title] __
of the Whitby 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 the said

Chamber was constituted, according to the true intent and meaning of the same. So
help me God."

5.11
The President shall retain full voting privileges in the event of a tie vote. The
President shall preside over, receive and moderate discussion of all lawful motions
of the Board of Directors meetings. The President shall exercise such authority and
perform such duties as prescribed by the Board.

5.11.1
The President shall preside at all Board and Executive meetings.

5.11.2
The President shall be an "ex-officio" member of all Chamber committees. It shall
be the duty of the President to present a general report of the activities of the year at
the Annual General Meeting. The President shall with the Secretary/Treasurer sign
all legal papers and documents requiring signature on behalf of the Chamber unless
someone else is designated by the Board.

5.11.3
In the absence of the President, a designate shall preside at all Board and Executive
meetings of the Chamber.

5.11.4
The Secretary/Treasurer shall have charge of all funds of the Chamber and shall
deposit, or cause to be deposited, the same in a chartered bank selected by the
Board. Out of such funds the Secretary/Treasurer shall pay or cause to be paid,
amounts approved by the Board and shall keep or cause to be kept a regular account
of the income and expenditures of the Chamber. The Secretary/Treasurer shall
present a financial report for Board meetings and at any other time required by the
Board. The Secretary/Treasurer shall make such investment of the funds of the
Chamber as the Board may direct. Signing authority shall be any two (2) of the
President, a Vice President, Secretary/Treasurer and Chief Executive Officer (CEO).
The Secretary/Treasurer shall submit annual financial statements and the report of
the auditor thereon for approval to the Annual General Meeting. The
Secretary/Treasurer shall keep or cause to be kept, minutes of the proceedings of the
Chamber and have care and custody of all records, documents and the Corporate
Seal.


5.11.5
The CEO shall be the senior staff person under the direction of the Board and shall
be in charge of the administration and management of the Chamber. The CEO shall
have supervision and authority over the affairs and personnel of the Chamber's
office. The CEO shall sit as a non-voting member at all meetings of the Executive
and Board and shall be entitled to take part in all discussions except when the Board
determines that a conflict of interest exists.

ARTICLE 6 MEETINGS

6.1
The Annual General Meeting of the Chamber shall be held each year at the time and
place determined by the Board within 15 months of the previous Annual General
Meeting. At least ten (10) days notice of the Annual General Meeting shall be given
to all members.

6.2
Regular general meetings of the Chamber shall be held upon notice at a time and
place specified by the Board. At least ten (10) day's notice of such meetings shall
be given to all members.

6.3
Special general meetings of the Chamber may be held at any time when summoned
by the President or requested in writing by any three (3) members of the Board or
any ten (10) members of the Chamber. At least ten (10) days notice of such
meetings shall be given to all members. Such notice must clearly define the purpose
of the meeting.

6.4
The Board shall meet regularly as may be necessary to carry on the business of the
Chamber.

6.5
Notice of all meetings naming the time and place of assembly shall be circulated by
electronic means, mail, Chamber publication and/or hand delivered to the last
known address of each member.

6.6
At any annual or general meeting a minimum of 10% or 40 members, whichever is
less, of the paid-up membership shall be a quorum and unless otherwise specifically
provided a majority of members present shall be competent to do and perform all
acts which are or shall be directed to be done at any such meeting.

6.7
Minutes of the proceedings of the Annual Meeting, general meetings and Board
Meetings shall be entered in books to be kept for that purpose.

6.8
Such minutes shall be signed by the Secretary/Treasurer and the person who
presides at the meeting at which they are adopted.

6.9
All books of the Chamber shall be open at all reasonable hours to any member of the
Chamber free of any charge.

ARTICLE 7 BY-LAWS

7.1
By-laws may be made, repealed or amended by a majority of members of the
Chamber present at any general meeting. Notice of such proposal shall be given in
writing by way of electronic mail, mail, notice in a Chamber publication or hand
delivered to each member at the member's last known address with a minimum of
ten (10) day's notice.

7.2
Such By-laws shall be binding on all members of the Chamber, its Directors,
employees 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.

ARTICLE 8 COMMITTEES

8.1
The Board and/or designate may at any time appoint Special Committees, Standing
Committees or Task Forces it may deem advisable for the promotion and interests of
the Chamber. The Board and/or designate shall determine the duties of any such
committee. The Board may remove any committee member. The Chair of such
Committees or Task Forces shall be appointed by the Board or designate.
Committees shall be open to any member of the Chamber.

The Board shall authorize and define the powers and duties of all committees. No
resolution or action by a committee shall be binding or expressive of the Chamber
without the approval of the Board.

ARTICLE 9 AFFILIATION

9.1
The Chamber at the discretion of the Board shall have power to affiliate with the
Canadian Chamber of Commerce and the Ontario Chamber of Commerce and any
other organization in which membership may be in the interest of the Chamber.

ARTICLE 10 FISCAL YEAR

10.1
The fiscal year of the Chamber shall commence on the first day of January.

ARTICLE 11 AUDITED FINANCIAL STATEMENTS

11.1
The auditor of the Chamber shall be a public accountant licensed under the
appropriate act in Ontario and duly elected by a majority of members at the Annual
General Meeting. The auditor shall report annually on the financial statements as set
out in 5.11.4.

ARTICLE 12 PROCEDURE

12.1
Parliamentary procedure shall be followed at all meetings in accordance with
"Robert's Rules of Order Newly Revised - 10th Edition".

12.2
All provisions on By-laws or amendments thereto inconsistent with the provisions of
these By-laws are hereby repealed. When these By-laws come into force they shall
repeal all previous By-laws of the Chamber.
- 30 -
Record of revisions and amendments

Amendments approved by general members on January 27, 1994.
Amendments received Ministerial approval February 7, 1994.

Amendments approved by general members on May 27, 1996.
Amendments received Ministerial approval on May 30, 1996.

Amendments approved by general members on March 30, 2004
Amendments received Ministerial Approval on April 16, 2004

Amendments approved by general members on March 29, 2007
Amendments received Ministerial Approval on March 29, 2007