Article Three – Board of Directors 2
| 3.1 | Board as Governor |
| 3.2 | Size of Board |
| 3.3 | Quorum – Board |
| 3.4 | Term of Office |
| 3.5 | Board Vacancies |
| 3.6 | Absences from Board |
| 3.7 | Composition of Board |
| 3.8 | Manitoba Chambers Chair |
| 3.9 | Temporary Absence of Chair |
| 3.10 | Voting |
| 3.11 | Treasurer |
| 3.12 | Treasurer to direct Audit Committee |
| 3.13 | Secretary |
| 3.14 | Legal Counsel |
| 3.15 | President to be Bonded |
| 3.16 | Signing Authorities |
| 3.17 | Additional Signing Authorities |
| 3.18 | Remuneration |
| 3.19 | Officers |
| 3.20 | Vacancies of Officers |
| 3.21 | Election |
| 3.22 | Corporate Governance Manual |
3.1 Board as Governor The governing body of the Manitoba Chambers shall be the Board of Directors. The Board shall have supervision, control and direction of the affairs of the Manitoba Chambers, its committees and publications. The Board shall determine policies and supervise the disbursement of funds. The Board may delegate certain of its authority and responsibility to the Executive Committee.
3.2 Size of Board The Board shall consist of a minimum of 20 and a maximum of 30 members (as detailed in 3.7 below) all of whom shall reside in the province of Manitoba.
3.3 Quorum – Board Seven (7) Directors will constitute a quorum at any meeting of the Board.
3.4 Term of Office The term of office of Directors other than Officers will be two (2) years concluding at the second Annual General Meeting following their election or appointment. Directors may serve for up to three consecutive terms of office and may then return to the Board after an absence of one full term. (See 3.21 for term of office for Officers.)
3.5 Board Vacancies If a vacancy occurs on the Board, the Executive Committee, conditional on ratification by the Board, may appoint any Member (or authorized representative thereof) to fill any such vacancy for the unexpired portion of the vacating Director’s term.
3.6 Absence From Board Any Director who misses three consecutive Board meetings without explanation acceptable to the Board will be deemed to have resigned.
3.7 Composition The Board will consist of the following:
(a) the Officers; and
(b) Directors representing the Category 1 Members and elected as follows:
(i) Up to eight (8) directors to be elected by majority vote of the Category 1 Members at each Annual General Meeting. It will be the responsibility of the Nominating Committee to prepare, in consultation with the Category 1 Members, a slate of candidates to fill these positions and to communicate this slate to all Category 1 Members at least twenty-one (21) days prior to the Annual General Meeting and thereafter to submit this slate to the Annual General Meeting. No Local Chamber shall nominate more than one candidate;
(ii) Up to eight (8) directors elected from a list of corporate member candidates prepared by the Nominating Committee. It will be the responsibility of the Nominating Committee to prepare a slate of candidates and to communicate this slate to all Category I and 2 Members at least twenty-one (21) days prior to the Annual General Meeting and thereafter to submit this slate to the Annual General Meeting;
(iii) Up to four (4) Directors at Large appointed by the Chair from a list of candidates prepared by the Nominating Committee; and
(iv) Up to two (2) Directors representing the Past-Chairs, to be elected by majority vote of the Members at each Annual General Meeting. It will be the responsibility of the Executive Committee to prepare a slate of persons from among the Past Chairs to serve as Directors, to communicate this slate to all Members at least twenty-one (21) days prior to the Annual General Meeting and thereafter to submit this slate to the Annual General Meeting.
3.8 Manitoba Chambers Chair The Chair will preside at all meetings of the Manitoba Chambers, the Board and the Executive Committee. The Chair will be a member ex-officio of all standing and special committees and will perform such other duties as are usual to the office including, but not limited to, those set out in the Corporate Governance Manual. The term of office for the Chair shall be normally be one year and shall not exceed two consecutive years.
3.9 Temporary Absence of Chair Except as the Board may otherwise resolve, in the event of the temporary disability or absence of the Chair, the Vice-Chair who has served on the Executive Committee for the longest period of time shall perform the duties of the Chair; provided that if such Vice-Chair is absent the next most senior Vice-Chair shall perform those duties.
3.10 Voting Decisions of the Board shall be arrived at by a simple majority of Board members present (including those attending by teleconference), taken by voice or show of hands unless a secret ballot is requested by any Director. In case of an equal vote, the Chair shall be entitled to cast a deciding vote, otherwise the motion shall be lost.
3.11 Treasurer The Treasurer, in consultation with the Chair, shall prepare or have prepared interim financial statements for Board and Executive Committee meetings and shall present a report at the Annual General Meeting for approval. The Treasurer will oversee the investment of funds of the Chamber as directed by the Board of Directors in accordance with subsection 9.2.
3.12 Treasurer to Direct Audit Committee The Treasurer shall also co-ordinate and direct the Audit Committee. The proposed budget for the following fiscal year will be presented for approval at the first meeting of the Board as is practicable, prior to the end of each fiscal year. The duties of the Treasurer are further detailed in the Corporate Governance manual.
3.13 Secretary The Corporate Secretary shall keep or have kept the minutes and proceedings of all the meetings of the Board, Executive Committee and standing or special committees of the Manitoba Chambers. The duties of the Secretary are further detailed in the Corporate Governance Manual.
3.14 Legal Counsel The Legal Counsel shall provide legal advice from time to time as required by the Directors or the Executive Committee for the purposes of the Manitoba Chambers. The duties of the Legal Counsel are further detailed in the Corporate Governance Manual.
3.15 President to be Bonded The President shall be bonded in such an amount as is determined by the Board. The expense of furnishing such a bond will be paid by the Manitoba Chambers.
3.16 Signing Authority All contracts, documents, and instruments requiring the signature of the Manitoba Chambers must be signed on behalf of the Manitoba Chambers by any two Officers, at least one of whom shall be the Chair, the Immediate Past Chair, the President or any Vice-Chair.
3.17 Additional Signing Authority In addition, the Directors may from time to time by resolution authorize any person or persons either to sign, generally, contracts documents and instruments on behalf of the Manitoba Chambers or to sign specific contracts, documents and instruments.
3.18 Remuneration No Director shall receive remuneration from the Manitoba Chambers except for authorized out-of-pocket expenses.
3.19 Officers The officers of the Manitoba Chambers are:
(a) the Chair;
(b) the Immediate Past Chair;
(c) one or more Vice-Chairs (not to exceed three in number);
(d) the Treasurer;
(e) the Legal Counsel; and
(f) the Corporate Secretary.
3.20 Vacancies of Officers If the position of any Officer (other than that of the Chair) becomes vacant for any reason whatsoever, the Directors may appoint a person to fill such a position, to hold office until the next Annual General Meeting.
3.21 Election The Officers will be elected by a simple majority of the accredited delegates at each Annual General Meeting. Officers shall be elected for a three year term and may serve up to two consecutive terms.
3.22 Corporate Governance Manual The Officers shall provide and keep current a manual for the guidance of Directors of the Manitoba Chambers. The manual shall include up-to-date information about the Manitoba Chambers’ mission, policies and financial procedures, as well as detailed roles and responsibilities of officers and directors and terms of reference for committees. In addition the manual will contain recent minutes and financial statements, current budget and by-laws, and other information as directed by the Board.
