In this section:

• MISSION
• VISION  
• ROLE
• THE MANITOBA CHAMBERS OF COMMERCE AS A NON-PROFIT CORPORATION
• VOTING AND NON-VOTING MEMBERS OF THE CHAMBER  
• MANDATE OF THE BOARD  
• COMPOSITION OF THE BOARD  
• DUTY OF KNOWLEDGE 
• DUTY OF CARE
• DUTY OF DILIGENCE 
• DUTY TO ACT WITHIN THE SCOPE OF AUTHORITY  
• LIABILITY  
• ANNUAL GENERAL MEETING  

The Manitoba Chamber was incorporated in 1930 under the Corporations Act of Manitoba. This incorporation was the direct result of 23 community chambers of commerce banding together and deciding to form and finance a provincial ‘umbrella’ organization.

Today the MCC represents over 69 member-chambers as well as corporate members and is the single largest business lobby in Manitoba with membership from many different sectors.   

MISSION

To foster a dynamic economy and vibrant communities, making Manitoba the best place in which to live, work, invest and raise a family. 

VISION

• Policy development that brings together businesses of all sizes, from all sectors, and communities across Manitoba; 

• Non-partisan public debates of integrity, that criticize government where necessary, praise government where warranted, and disdain personal attacks and exaggeration; 

• A Business community that demonstrates high ethical standards in all it does; 

• Businesses dedicated to the vitality of their communities, the prosperity of their employees and the sustainability of the environment; 

• A province that understands the nature and value of entrepreneurship and promotes the competitive enterprise system; 

• A provincial government with sound, long-term economic strategies that are focused without ignoring opportunity, flexibility and diversity; 

• Government policies and spending that are efficient and effective, delivering the programs that Manitobans need and helping the disadvantaged; 

• A vigorous and integrated chamber of commerce movement throughout Manitoba and Canada; and 

• A Manitoba that promotes the progress of all its citizens toward individual freedom, dignity and prosperity, and opposes any form of negative discrimination or needless control.

ROLE:

• Through active and effective leadership, ensure a vigorous and integrated chamber of commerce movement throughout Manitoba and Canada; 

• Promote, through its member chambers, the progress and development of Manitoba’s communities to make them better places in which to live and to work; 

• Increase the efficiency and usefulness of individual chambers of commerce in Manitoba by encouraging innovation, mutual co-operation and the united pursuit of matters of common interest; 

• Advocate a favorable legislative/regulatory balance by government and influence government policy in a positive, visible, consistent and representative manner; 

• Incorporate information delivery, consultation services, and effective lobbying in a central administrative body; 

• Develop and present informed views and opinions, on behalf of the chamber movement, to the provincial legislature, federal government, and other forums where appropriate; and 

• Promote the agricultural, civic, commercial, industrial and other general interests of Manitoba and, where appropriate, of Canada. 

THE MANITOBA CHAMBERS OF COMMERCE AS A NON-PROFIT CORPORATION

The Chamber is a Provincial non-profit corporation that was founded in 1930. It is, by definition and structure, a federation of the community chambers of commerce in Manitoba. Non-profit corporations like the Chamber have a number of characteristics in common with normal business enterprises. However, a few features are unique to non-profits. 

The Chamber is a separate legal person, comprised of (a) voting and non-voting members (the equivalent of shareholders in a commercial corporation), (b) Directors elected by the members (as in a commercial corporation) and (c) officers who, with the exception of the Past Chair, are elected by the members (whereas they would be appointed by the Directors in a commercial corporation). 

Like in a commercial corporation, there is a true distinction between the corporation itself, the persons who are Directors, and the persons who are members. The Board of Directors of the Chamber (the “Board” or the “Board of Directors”) as a collective (rather than individual Directors) has the power and obligation to oversee the affairs of the corporation.

One of the most important distinctions between the Chamber and a commercial corporation relates to the matter of “profit”. The Chamber’s non-profit status does not mean that is not permitted to operate at a profit. What distinguishes the Chamber from its commercial counterparts is that, if its operations produce profit, the individual members of the Chamber do not personally benefit, as would the shareholders of a private business. Profit, in a non-profit organization, accrues to the organization itself. 

VOTING AND NON-VOTING MEMBERS OF THE CHAMBER

The Voting members of the Chamber are community chambers [Category 1] and corporate members [Category 2] in good standing from within the Province of Manitoba who meet once a year at an Annual Meeting or as required under procedures outlined in the MCC Bylaws. Only community chambers are permitted to vote on resolutions. Category 3 members do not have voting privileges. 

MANDATE OF THE BOARD

The Board of Directors is the governing body of the Chamber between Annual or Special Meetings of the membership. It is mandated to provide governance over the business of the Chamber and to oversee its financial transactions (standard fiduciary responsibility), and is responsible for the interpretation and promotion of policies approved by the membership and for ensuring these are implemented. The Board has responsibility for governing: leadership and direction; conditions and constraints; oversight of performance; knowledge of stakeholder expectations, needs, concerns and interests; acting in the best interests of the organization; and ensuring the financial sustainability of the organization.

COMPOSITION OF THE BOARD

The composition of the Board is set out in the Chamber’s by-laws. There are eight Officers, eight Chamber representatives, eight corporate representatives, two Past Chairs, and four Directors at large appointed by the Chair and a number of ex-officio representatives. All representatives are elected with the exception of the Past Chair. 

DUTY OF KNOWLEDGE

A Director of any corporation, for-profit or non-profit, must have a basic knowledge of the organization. At a minimum, all Directors should make it their business to be aware of the requirements of the internal governance mechanisms by which the Board operates – in our case, the Chamber’s by-laws and policies. Similarly, all Directors must understand what the organization does in practice and how it puts its policies into action. 

The orientation of all new Board members is considered a fundamental prerequisite to full participation in the processes of the Board. The Chamber begins its orientation at the moment each Director is nominated, through the provision of background information. In addition, an orientation session is held annually. Directors must consider that the duties of their office include an obligation to review, at least annually, the mission, vision, and objectives of the Chamber to ensure that they remain consistent with the objects of the Chamber as set out in the by-laws. Because of the stable foundation that the by-laws provide for an association, alterations are not undertaken lightly or hastily but only after careful reflection on the available alternatives. The Chamber’s by-laws govern its internal workings and, until altered in accordance with the provisions governing amendments, Directors must comply with their terms. This applies both to the substance of the particular provisions and the timing as outlined therein. As soon as possible after their election new members of the Board will each be provided with orientation presentation from staff concerning the activities of the chamber and be directed to an online resource which contains the Directors handbook. 

DUTY OF CARE  

Directors of the Chamber have a duty to act in accordance with a minimum standard of care, and might incur personal liability where their conduct falls short of this criterion. In the case of non-profit corporations, such as the Chamber, this is a common law standard of care which is expressed as “what may reasonably be expected from a person of such person’s knowledge and experience”. Generally speaking, it is expected that Directors will (a) act honestly and in good faith in the best interests of the association; and (b) exercise the care, diligence and skill of a reasonably prudent person in exercising their powers and performing their duties as a Director. 

In recent years, concern has arisen among current and potential Directors of certain non-profits (in most instances, charitable organizations) regarding their liability, since Directors of charitable organizations have been held to the same standard of care as trustees who manage charitable trusts. However, this situation does not apply in the case of the Chamber, and Directors who honestly meet basic standards of care and conduct will not be liable for simple errors of business judgment that might occur while the Directors performs their duties of office. 

DUTY OF DILIGENCE  

To discharge this duty, Directors must act in the best interests of the Chamber and must make it their job to be as fully informed as reasonably possible with respect to all aspects of its work. As such, Directors are accountable to the Chamber and must act prudently and reasonably in attempting to preserve its integrity and reputation.  

On a practical level, the duty of diligence involves becoming thoroughly acquainted with the Chamber’s purpose and policies, what tasks are delegated and to whom, and a general awareness of the operations of the organization. 

One of the most significant parts of this duty requires a Director generally to exercise the level of care of an ordinary person for the following purposes:

 a.  to review the agenda and related material in advance of each meeting (In practice, the dates and venues are confirmed and advertised some 12 months in advance. The working documentation for each Board meeting is customarily forwarded to all Directors approx seven prior to the meeting);

b. to attend meetings of the Board and committees to which he/she may be appointed (At the beginning of each term, most Directors are assigned to a Committee of the Board, and are encouraged to accept additional responsibilities);

 c. to be ready to discuss the business before the meeting in a prepared and knowledgeable way; and

d.  to vote – unless excluded by reason of conflict of interest or other prohibition – on matters that come before the meeting. 

If attendance at a meeting is not possible, a Director should review the minutes of the meeting, including the financial statements and other documents in order to stay informed. This will be particularly important should it ever occur that an illegal or similar act is undertaken at a meeting. Directors could be liable unless they immediately register a dissent. 

The Board is a ‘working Board’ that demands the active participation of all those who serve. Accordingly, as a matter of Board policy, the Corporate Secretary will keep attendance records and shall bring to the attention of the Chair of the Nominating & Governance Committee and/or the Chair of the Board, for their consideration, any Director, who barring exceptional circumstances, fails to attend three consecutive Board Meetings. Any Director missing three consecutive meeting will be deemed to have vacated his / her position on the Board. 

DUTY TO GOVERN

In broad terms, the Directors of the Chamber have the duty to oversee the management of the affairs of the Chamber between Annual Meetings and to apply the by-laws. This duty could be said to apply to the appointment of management, the establishment of policies, and the provision of guidance. There is a distinction, clearly delineated, between the duties and obligations of the Directors and those of the staff. The Directors are responsible for establishing policies and goals, the management for implementing them, and the Directors for assessing management’s implementation of them. Some of this work may be performed via committees of the Board and Directors are encouraged to participate and share their expertise both at the Board and committee levels. 

In the Chamber, the Directors’ relationship with the management and staff is maintained through the President and CEO. 

Directors are also representatives of the membership. As such, they are not authorized to speak officially for the Chamber, except on those items upon which the association has formulated and approved a policy. They should defend the organization from unjust criticism, or bring to the attention of the Board such criticisms as are judged to be justified. If approached by the news media for a statement on behalf of the organization, they should refer to the Board Chair or the President and CEO for guidance. The Chamber is a non-partisan organization. 

DUTY TO AVOID CONFLICTS OF INTEREST

Directors of non-profit corporations, such as the Chamber, are held to strict standards of honesty and loyalty and are required to avoid situations involving a conflict between their personal interest and those of the corporation. In particular, Directors are precluded from using corporate property for personal benefit and from appropriating a business opportunity properly belonging to the corporation. In addition, a Director is not allowed to directly or indirectly receive any benefit or payment from the Chamber, except for reimbursement of reasonable expenses in accordance with the Chamber’s policies. The pecuniary interests of immediate family members or close personal or business associates of a Director are considered to also be the pecuniary interests of the Director. Fiduciary obligation can generally be discharged by complying with section 98 of the Canada Corporations Act, which states that a Director must disclose his or her interest in a contract with the corporation at the first Board meeting at which the possibility of entering into the contract is considered and must subsequently, refrain from voting. 

DUTY TO ACT WITHIN THE SCOPE OF AUTHORITY  

It is vital that Directors of the Chamber understand both the scope of their own authority and that of the Chamber. Generally speaking, a combination of the objects, the by-laws, the policies and the resolutions of the membership and the Board outline the permitted activities of the association, as well as the authority of individual Directors. 

Personal liability can attach to any Director who, by conscious action or by neglect, permits the Chamber to carry on activities that are ultra vires of the by-laws. Liability may also be incurred when a Director acts outside the scope of the authority granted to Board members in the by-laws or policies. 

Avoidance of personal liability in these situations is simple and straightforward. The Director should oppose the action in question at the meeting at which the action is authorized by the Board (or, if  not present, at the first meeting attended thereafter) and should demand that this opposition be recorded in the minutes at which the dissent is made. 

LIABILITY  

Directors and officers of non-profit organizations are generally subject to the same liabilities imposed on management of commercial corporations. Directors are responsible for ensuring the Chamber complies with applicable laws, its letters patent and its by-laws. As in commercial corporations, non-profit Directors and officers should ensure that they are familiar with the liabilities that can be imposed under employment, environmental and financial reporting law as well as under the withholding provisions of taxation law. 

Various statutes oblige the Chamber, like for-profit organizations, to file annual returns and to collect and remit payroll deductions and taxes. In the Chamber, the Treasurer and Audit Committee exercise due diligence in this area on behalf of the Directors and submit regularly to the Board of Directors certificates of compliance related thereto. 

In addition to encouraging its Directors to observe appropriate standards of care, the Chamber has taken steps to minimize the exposure of its Directors to legal liability. Director’s liability insurance in the amount of $3 million for the Board as a whole is maintained through the Chamber, which pays the premiums on the Directors’ behalf. 

EXPENSES

Because the Chamber is a non-profit organization, service on the Board is generally a ‘pay-as-you-go’ proposition. Directors are expected, wherever possible, to arrange business travel in conjunction with Chamber meetings and to pay their own travel and accommodation expenses. Group meal functions that are held during Board or committee meetings are covered by the Chamber budget. 

To cover exceptional circumstances in which this may not be possible, the Board may establish rules covering the reimbursement of reasonable expenses incurred by Directors in attending meetings of the Board or Executive Committee (other than those held in conjunction with the Annual Meeting). This policy is reviewed on an annual basis in conjunction with the preparation of the Chamber’s operating budget.

 MCC STRATEGIC PLANNING 

The MCC strategic plan is conducted on a three year cycle [new cycle started2010].

The Board is provided at each Board meeting an update on the progress of strategic plan so they can monitor the progress of the strategic plan.

Each year a retreat is held where the staff report on the annual progress of the strategic plan. In the third year the concentration is on developing the subsequent three years plan. Intensive discussions are held at this retreat to set up the Goals & Strategies and discussion of potential avenues to pursue. The Strategic plan is then presented to the AGM which is usually held in April / May. 

ANNUAL GENERAL MEETING

The AGM for the MCC is held in a number of locations around Manitoba. Due to the number of delegates and requirement for hotel rooms it is usually held at a resort or larger location which has the capacity. During the AGM Business meeting elections are held for vacant positions on the Board. All Category 1 and 2 members of the Chamber can vote. The AGM also includes discussions related to resolutions which have been submitted to be voted on by Chamber members.