• General Meeting Notification: Vote on New Chamber Bylaws – Nov. 21, 2019

  • Special Resolution to Amend Society Bylaws

    A General Meeting has been called by the Board of Directors to vote on a Special Resolution to amend the bylaws that govern our association. 

    In addition, the purpose of the General Meeting is to give an overview of the proposed bylaws, highlight differences between the existing and proposed bylaws, and answer any of your questions about this proposed amendment.

    The Special Resolution proposes an amendment to the bylaws in their entirety, which means that the existing bylaws would be replaced with an updated set of bylaws. The intent of this approach is to avoid several smaller amendments, resulting in a simpler process that is easier to understand and is more transparent for all Chamber members.

    General Meeting Details

    When: November 21, 2019

    Where: Quality Hotel at 424 Gregoire Dr., Fort McMurray

    Time: 10 – 11:30 a.m.

    Click here to register for the General Meeting.

    The event is free and open to all Chamber of Commerce members in good standing.

    (Please note that a Networking Luncheon is scheduled to follow this meeting and will feature Mayor Don Scott providing the annual State of the Region address.  While there is no fee to register for this General Meeting, there is a fee for the Luncheon with Mayor Scott. View the events page to register for the Networking Luncheon).

    How You Can Participate

    All members in good standing are entitled to vote on this Special Resolution, which will decide if the bylaws are amended as proposed. Please see the Special Resolution below which outlines the proposed amendment.

    We encourage you to review the proposed bylaws and summary information that highlights the changes from the existing bylaws to the ones that have been proposed.

    Why Amend the Bylaws?

    The purpose of this proposed amendment is to modernize the bylaws and make them more effective for the current environment. The region has changed significantly since 2006, and the new bylaws will help to align how the Chamber functions with what is needed by membership.

    Membership is our priority. Modernized bylaws will help make the organization more transparent and enhance effectiveness. This will be done by ensuring the Board of Directors can focus on Governance and advocate for business in the region. The bylaws will also allow the operations team to do what they need to support members with daily operations and services.

    Since 2006, circumstances have changed across the region. Therefore, the bylaws -- the Chamber of Commerce’s governing document -- should reflect those changes. Many updates are proposed to enhance governance so it reflects the current environment. Proposed updates will also empower membership, provide more transparency through inclusivity of membership, and more clearly define roles and responsibilities.

    Summary of Proposed Changes

    The objective is to improve the overall organization and value proposition to membership. The Governance Committee of The Fort McMurray Chamber of Commerce Society conducted a comprehensive review of the Society’s Bylaws which were last amended in August 2006 to determine whether any existing provisions should be updated or revised. The review clearly identified the current Bylaws are lacking certain best practices for good governance; therefore, Bylaw changes were needed to address the following three key matters:

    1. Alignment with the Societies Act, organize the document to clarify board versus membership and ensure there is clarity on protection of directors and officers;
    2. Update membership structure and ensure voting rights better reflect employer size and their impact to the RMWB business community; and
    3. Updating board structure to transition from a Working Board to a Policy Governance Board.
    Further details:

    Current Bylaw

    Proposed Bylaw

    Membership

    Article 5

    Article 3 improves clarity of membership classes and improves membership rights. It also removes member fees outside of the Bylaw which is a more operational matter.

    ** Of note our new Bylaw voting classes ensures the focus remains on for profit businesses (although non-profits can still be members to remain informed). Also our current Bylaw has unfair voting distribution today. We wanted the voting rights to better reflect company size and their respective influence on the region’s business community (see diagram – Membership Voting Distribution).

    Article 4 improves clarity of member meetings and the mechanics of the meeting.

    **One note of change is the removal of proxy voting at member meetings. It is important that members who are interested make themselves present. However in the event they cannot attend, Article 3.10 describes how they can designate another person from their organization (see proposed new bylaws).

    Membership Mechanics

    Article 6

    Elections & Voting

    Article 7

    Executive

    Article 8

    Article 5 improves definition of board members and transitions the governance structure from a Working Board to a Policy Governance Board.

    Article 8 describes key officer positions.

    Board of Directors

    Article 9

    Board Committees

    Article 10

    Article 6 now states the required minimum committees to be able to transition to a Policy Governance Board.

    Meetings

    Article 11

    Improves clarity around member versus board meetings. Member meetings are now in Article 4 and Article 7 describes board meetings.

    Voting Rights

    Article 12

    Article 3 clarifies voting rights for members and Article 7 is clear on how the board votes.

    Bylaw Amendments

    Article 13

    This article outlines the process for making any amendments to the bylaw.

    Protection

    None

    The current Bylaw is lacking in key good governance practices including:

    • Conflict of interest
    • Standard of care, limitation of liability, indemnification of directors and officers and insurance
    • Dispute resolution

    The proposed Bylaw addresses these necessary items.

     

  • Breakdown of Proposed Voting Classes 

    As per Article 3 listed above, the following table outlines a breakdown of the proposed voting classes:

    New Classes

    Employees

    New Votes

    Old Votes

    Min

    Max

    Entrepreneurial

    1

    5

    1

    1

    Growth

    6

    20

    2

    1

    Pioneer

    21

    100

    3

    2

    Champion

    101

    200

    6

    3

    Foundation

    201

    10000

    10

    5

     

  • Membership Voting Distribution

    The following chart outlines membership voting distribution per voting class. (Click on graphic to expand).

  • Questions

    Please be sure to review the information provided above to familiarize yourself with the proposal.

    The Existing Bylaws (2006), and the Proposed New Bylaws (2019) are available for you to review.

    At the meeting on November 21, the Board of Directors will make a brief presentation on the proposal before voting. During the meeting, there will be an opportunity to ask questions, so you can be well informed before you vote.

    If you have any questions about the proposed bylaw amendment, please contact us at communications@fortmcmurraychamber.ca. We will endeavour to provide an answer before or at the General Meeting. Please also review FAQ’s listed below.

  • Compare the Bylaws

    Click on the headings below to review the existing Bylaws (2006) or the Proposed Bylaws (2019).

  • Review the Special Resolution

    Special Resolution: Amend the Fort McMurray Chamber of Commerce Society By-Laws

    The following outlines the resolution as proposed by the Board of Directors, which is what Chamber members will be voting on at the General Meeting on November 21.

    WHEREAS the Governance Committee of The Fort McMurray Chamber of Commerce Society has conducted a comprehensive review of the Society’s Bylaws which were last amended in August 2006 to determine whether any existing provisions should be updated or revised; and

    WHEREAS the review has clearly identified the current Bylaws are lacking certain best practices for good governance; and 

    WHEREAS the Executive and Board of Directors of The Fort McMurray Chamber of Commerce Society recommend an amendment in its entirety to update the Bylaws; and

    WHEREAS the Executive and Board of Directors requires ratification of this proposal (Bylaw 13.1) through a special resolution; and

    THEREFORE BE IT RESOLVED that the Bylaws of The Fort McMurray Chamber of Commerce Society be amended in its entirety as follows.

  • FAQs

    Why do you want to amend the bylaws now? 

    The Board of Directors has made good governance their priority. To govern well, a solid foundation is needed. The proposed new bylaws will provide that foundation for clear, consistent decision making.

    What does this mean for members that are not-for-profit organizations?

    Members of not-for-profit organizations will be part of the membership class referred to as the “Associate Member” class. They will have all of the same rights as other members, but will not have voting privileges.

    When will the new bylaws take effect?

    As per the existing bylaws, 75% of voting members at the General Meeting must vote in favour for the new bylaws to be approved. Once approved, the bylaws will be sent to the Government of Alberta to be registered. Once registered, they will take effect and govern the Fort McMurray Chamber of Commerce.

    How long does it take for new bylaws to be registered?

    We cannot predict how long this process will take, as it is dependent on the processes of the Provincial Offices. Current bylaws from 2006 will remain in effect until new bylaws are registered.

    I have questions about the bylaws and the amendment process. Who can I ask?

    For any questions, please contact the Chamber of Commerce at communications@fortmcmurraychamber.ca

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