• New Chamber Bylaws Voted in on Nov. 21, 2019

  • Special Resolution to Amend Society Bylaws

    A General Meeting was held by the Board of Directors on Nov. 21, 2019, to vote on a Special Resolution to amend the Bylaws that govern our association. 

    UPDATE (November 22, 2019): 

    The General Meeting was held on Nov. 21 at 10 a.m. and quorum was met. This allowed for the meeting and voting to move forward in compliance with the current Bylaws and Societies Act.

    Voting Results:

    The Special Resolution to amend the Bylaw was passed by members. This means that the new Bylaws will be sent to the Provincial Registrar's office in Edmonton, so they can be officially registered and take effect.

    A total of 23 votes were cast, with 22 votes in favour of the new bylaws and one vote against.

    View the Bylaws:

    New Bylaws (2019) - Voted in on Nov. 21, 2019.

    Existing Bylaws (2006) - The Chamber of Commerce will operate under these Bylaws until the new ones have been registered with the Province.

    Next Steps:

    As part of this process, the Bylaws must be registered by the Province before they the will take effect. Therefore, the Chamber of Commerce will be following the Bylaws from 2006 until such time as the new Bylaws are registered.

    The Chamber of Commerce will keep members updated as we work through this process, but please be advised that we are unable to predict how long it will take for the new Bylaws to be registered. Estimates range from six weeks to eight months.

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

    Why Amend the Bylaws?

    The purpose of this amendment was 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. Updates will enhance governance so it reflects the current environment. Updates will also empower membership, provide more transparency through inclusivity of membership, and more clearly define roles and responsibilities.

    Summary of 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


    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


    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.


    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.



    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 Voting Classes in New Bylaws

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

    New Classes


    New Votes

    Old Votes





























  • 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 on this web page to familiarize yourself with the new Bylaws that became effective 6 April, 2020.

    The New Bylaws (2019) are available for you to review.

    If you have any questions about the new Bylaws or the General Meeting from Nov. 21, please contact us at ed@fortmcmurraychamber.ca

  • Compare the Bylaws

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

  • Review the Special Resolution

    Special Resolution: Amend the Fort McMurray Chamber of Commerce Society ByLaws

    The following is the Special Resolution that was proposed by the Board of Directors. This is the what Chamber members voted on at the General Meeting on Nov. 21, 2019.

    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:

    [Note: After the section "entirety as follows" (as written above) indicates the new Bylaws that were proposed by the Board of Directors.]

  • FAQs

    Why did you want to amend the Bylaws? 

    The Board of Directors has made good governance their priority. To govern well, a solid foundation is needed. The 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?

    The new Bylaws were sent to the Government of Alberta to be registered and they were received and filed on 27 November, 2019. 

    We received official notification of their registered acceptance on or about 6 April, 2020.   The Board of Directors have been provided with copy of new Bylaws and a copy is available at FMCOC Bylaws 2019.

    What is the new Bylaws effective date?

    The new Bylaws became effective on 6 April, 2020.

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

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


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