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TCBA Constitution

CONSTITUTION OF THE THAMES CENTRE BUSINESS ASSOCIATION

ARTICLE 1

1.1 Name: This Association shall be called the “Thames Centre Business Association” (TCBA).

ARTICLE 2

2.1 Purpose: The purpose of the Association shall be:

a)  to facilitate Business to Consumer activities.

b) to facilitate Business to Business activities.

c) to provide Professional Development and networking opportunities  for its members.

d) to sponsor activities that promote membership in and/or raise public awareness of the Association and its members.

e) to promote and nurture Business in Thames Centre.

ARTICLE 3

3.1 Membership: There shall be three classes of members – General Members, Affiliate Members and Honorary Members.

3.2 General Membership: General Membership shall be open to businesses, professional persons and not-for-profit business organizations operating in the Municipality of Thames Centre and area, including the adjacent communities of Thamesford and Belmont, but excluding the City of London.  General membership offers full voting rights at meetings, and other such membership privileges.

3.3 Affiliate Membership: Affiliate Membership shall be open to other such businesses and professionals offering services to the communities of Thames Centre, but who do not have a physical location in the Municipality.  Membership in this group shall not include voting rights at meetings, participation in promotional advertising campaigns, and eligibility for reduced fees for events organized by the TCBA such as the Community Showcase.

3.4  Honorary Membership: The Executive Committee shall consider nominations for Honorary Membership for persons and businesses with former associations with the TCBA.  Such applications will be put forward at regular monthly meetings for approval by the membership. Honorary members may participate in all monthly and Annual General Meetings (AGM) exclusive of voting privileges, but shall not be included in Association advertising promotions or website portal.

ARTICLE 4

4.1 Officers: The Officers of the Association shall be:

The President

Two (2) Vice-Presidents

Secretary

Treasurer

Past President

4.2 Duties:

a)  The President shall:

1.  Be a member of the Executive.

2.  Be Chairperson at all regular and Executive Committee meetings,  maintaining order and keeping the meetings moving without undue  delay.

3.  Vote only in the event of a tie.

4.  Call monthly and special meetings as required.

5.  With the Secretary, prepare agendas for meetings as required.

6.  Attend or appoint a designate to attend functions requiring a  representative of the Association to be present.

7.  Assign other members to perform duties necessary to ensure efficient functioning of the Association.

8.  Be an ex-officio member of all subcommittees.

9.  Present an annual written report to the TCBA at the Annual General Meeting.

b)  The Vice-Presidents shall:

1.  Be members of the Executive and perform shared duties as assigned   by the Executive.

2.  Assist the President whenever possible and shall be considered to be in-line for President.

3.  Assume the position of President if a vacancy occurs in the office or in  the President’s absence.

4.  Be in charge of the Sign Committee and maintain the scheduling of the “Welcome Home” sign rotation, Hamilton Road banner rotations light pole banners.

c)  The Secretary shall:

1.  Be a member of the Executive and perform duties assigned by the Executive.

2.  With the President, prepare agendas for meetings as required.

3.  Be responsible for recording and distributing all minutes of the General and Executive Committee meetings.

4.  Be responsible for counting and recording all votes within the  Association.

5.  Write all correspondence from the Association upon request.

6.  Retain files of all reports from subcommittees or correspondence  directly to the association.

7.  Record attendance at all meetings.

d)  The Treasurer shall:

1.  Be a member of the Executive and perform duties assigned by the Executive.

2.  Be in charge of all TCBA funds.

3.  Establish a bank account for TCBA funds, requiring for withdrawal the  signatures of two of the following officers:  President, Vice-President,  Treasurer.

4.  Present a written report of the Association’s finances at all meetings  and present a year-end, written financial statement and report at the AGM each year.

5.  Pay invoices promptly.

6.  In the month following the AGM, chair a Budget subcommittee to establish a budget for the current year that will be presented to the Association, for discussion and approval, no later than the second  meeting following the AGM.

e)  The Past President shall:

1.  Be a member of the Executive and perform duties assigned by the  Executive.

2.  Provide continuity and be an advisor from the last administration.

4.3  Terms of Officers, Absence and Removal of Executive Committee

Officers:

a)   Term of Office:  The President, Vice-Presidents, Secretary and
Treasurer shall serve a one (1) year term.

b)   Absence of Officers:  If an Executive Committee member moves,  closes or sells his or her business then all the Executive Committee  members shall consider the situation and decide how they want to proceed.  If a member of the Executive committee resigns his or her position during the fiscal year, then the Executive Committee may decide if an interim election is required or if the term shall be completed with the seat vacant.

c)   Removal of Officers:  A member of the Executive Committee may be removed from office for cause with a unanimous vote of the Executive Committee and ratified by a majority vote of the General Membership.

4.3.1   Remuneration: No member of the Executive Committee may receive remuneration.  He or she may make claim for expenses incurred during       the course conducting business as an Executive Committee Member.  Such expense should have been previously budgeted, shall be completely and distinctly reported and must be reasonable and actual.  Claims for mileage are only under extenuating circumstances.

ARTICLE 5

5.1 Executive Committee: An Executive Committee comprised of the President, Vice-Presidents, Secretary and Treasurer shall govern the  Association.  The President shall be Chairperson of the Executive Committee.  The Executive Committee may act on a majority vote of its members, and the Chairperson or a majority of the members of the    Executive Committee may call meetings at any time.  The current Executive Committee may request the assistance of a member who had  served on a previous Executive Committee.  If the requested member is available then he/she shall receive the same privileges as an elected Executive Committee member, except he/she may not vote in an Executive Committee meeting.

5.2 The Executive Committee shall be allowed to meet and confer via  telephone, personal interface and/or electron mail (email).  Financial  decisions shall be recorded and presented to the General Membership at the next monthly meeting.

ARTICLE 6

6.1 Appointment of Committees: The Executive Committee shall seek volunteers for all committees.  Each committee shall elect its own  chairperson.  The Executive Committee is ex officio of all Committees except the Nominating Committee.

6.2 Slate of Nominees: The Nominating Committee shall meet no less than three months prior to annual elections and prepare its slate of nominees for Officers and Directors as authorized.  This slate will be selected on the basis of a majority vote of the members of the Nominating Committee.  The names of all candidates nominated by two (2) or more members of the Association shall be added to the slate of nominees in the appropriate        positions.

6.3 Elections: Elections of Officers shall occur at the Annual General Meeting of the Association.

ARTICLE 7

7.1 Amendments: This Constitution may be amended by two-thirds vote of    the members of the Association present voting at the Annual General Meeting or any Special Meeting called for that purpose.  The proposed      amendment(s) shall have been submitted to the Executive Committee,  discussed by the Executive Committee at an Executive Committee meeting and then distributed to the membership with the notice of the Annual General Meeting or Special Meeting, at which time the proposed  changes are to be voted upon for adoption.

7.2 By-Laws: The By-Laws may be amended by a majority vote of the members in attendance at any meeting.  The proposed amendment(s) shall have been generated by and/or submitted to the Executive Committee, discussed by the Executive Committee at an Executive  Committee meeting and then distributed to the membership seven (7) or  more days in advance of the next regular meeting, at which time the proposed amendment(s) are to be voted upon.

7.3 Agenda Items: Agenda items shall have been generated by and/or submitted to the Executive Committee, discussed by the Executive  Committee at an Executive Committee meeting and then distributed as the Agenda to the membership seven (7) or more days in advance of the next  regular meeting, at which time the items will be discussed and voted upon. If any item(s) proposed by a member to the Executive Committee was denied by the Executive Committee, then the member shall be told the reason(s) for the denial(s).  The member’s proposed item(s) and the reason(s) for the denial(s) shall be recorded in the minutes.

7.4 Decisions of the Executive: Decisions of the Executive shall be ratified by a majority vote of the membership at the next monthly meeting unless previous authorization has been given by the members by a resolution at  a previous monthly meeting.

ARTICLE 8

8.1 Dissolution: If the Association’s assets exceed its liabilities at the time of  dissolution, it shall satisfy all of its debts and obligations and pay its  remaining assets over to a non-profit organization centred in Thames   Centre. No membership fees shall be refunded upon dissolution.

ARTICLE 9

9.1 Privacy: All Electronic mail (email) communications from the TCBA to its members shall be disbursed at the direction of the Executive Committee. No TCBA member shall broadcast an email to the TCBA membership.  All email communications from the TCBA shall not     disclose any member’s email address.

9.2 Membership information collected by the TCBA will be used to allow information to be distributed to members or for members to communicate  with each other.  Personal information collected will not be lent or sold in any way but will be open to the Police as required by law.

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