1.2	Definitions
1.3	Interpretation
1.4	Purpose
1.5	Seal
1.6	Head Office

ARTICLE ONE

GENERAL

The Manitoba Chambers of Commerce represents the Chamber movement in Manitoba. This document is the Manitoba Chambers’ by-laws. 

1.1 Definitions  In these by-laws, unless there is something in the context or the subject matter inconsistent with such interpretation, the following words and expressions, whenever capitalized, have the following meanings: 

“Act” means The Corporations Act of Manitoba, C.C.S.M c.C225 and the regulations passed pursuant to that Act and any amendments thereto or substitutions therefor; 

“Annual General Meeting” means an annual meeting of the Members of the Manitoba Chambers; 

“Board of Directors” and “Board” mean the Board of Directors of the Manitoba Chambers; 

“Chair” means the person elected or appointed to the office of Chair of the Manitoba Chambers, in accordance with these by-laws; 

“Corporate Secretary” means the person elected or appointed to the office of corporate secretary of the Manitoba Chambers, in accordance with these by-laws; 

“Director” means a director of the Manitoba Chambers; 

“Director at Large” means a Director elected or appointed to the Board in accordance with subsection 3.7(b)(iii) of these by-laws; 

“Executive Committee” means the committee constituted in accordance with these by-laws; 

“Audit Committee” means the committee constituted in accordance with subsection 6.7 of these by-laws; 

“Human Resource Review Committee”  means the committee constituted in accordance with subsection 6.5 of these bylaws; 

“Legal Counsel” means the person elected or appointed to provide the Board with legal advice in all matters affecting the Chambers. 

“Local Chamber” means a Chamber of Commerce in Manitoba which is a member in good standing of the Manitoba Chambers 

“Manitoba Chambers” means The Manitoba Chambers of Commerce; 

“Member” means a member of the Manitoba Chambers as defined in subsection 2.1 of these by-laws; 

“Nominating Committee” means the committee constituted in accordance with subsection 6.6 of these by-laws; 

“Officer” means an officer of the Manitoba Chambers, as defined in subsection 3.19 of these by-laws; 

“Past Chair” means a person who has served at least one full term as Chair of the Manitoba Chambers of Commerce or, if service was prior to 2002, as President of the Manitoba Chambers of Commerce, and remains a member in good standing of the Manitoba Chambers.   

“Immediate Past Chair” means the Past Chair most recently holding the office of Chair;

“Policy Committee” means the committee constituted in accordance with  subsection 6.2 of these by-laws; 

“President” means the person appointed to the office of president of the Manitoba Chambers in accordance with these by-laws. The President is the Chief Executive Officer (CEO) of the Manitoba Chambers; 

“Special Meeting” means a special meeting of the Members of the Manitoba Chambers; 

“Treasurer” means the person elected or appointed to the office of treasurer of the Manitoba Chambers in accordance with these by-laws; 

“Vice-Chair” means a person elected or appointed to the office of vice-Chair of the Manitoba Chambers in accordance with these by-laws.

1.2       Interpretation  The Board has ultimate discretion over the interpretation and implementation of these by-laws.

1.3       Purpose  The Manitoba Chambers will focus its efforts on the broad spectrum of the Manitoba economy and not be limited by political, regional, sectoral or factional concerns.

1.4       Seal  The official seal of the Manitoba Chambers will be kept by the President and affixed to such documents as required by an Officer appointed by resolution of the Board. 

1.5       Head Office  The Manitoba Chambers’ Head Office shall be maintained in the City of Winnipeg in the Province of Manitoba in a location to be determined by the Board.