Boards of Trade Act

An Act respecting the incorporation of boards of trade Short title This Act may be cited as the Boards of Trade Act. Definitions In this Act, board of trade includes chamber of commerce, and, for the purposes of the appointment of weighers of grain under this Act, means any board of trade or chamber of commerce incorporated under any Act of Parliament, of the legislature of the former Province of Canada or of the legislature of any province; (chambre de commerce) council includes “board of directors” and trustees of the governing body, however designated; (conseil) district means any judicial district, or temporary judicial district, that is set apart or constituted as such by any Act of Parliament or of the legislature of any province or by any proclamation issued under or by virtue of any such Act, and any city, county, town or village, to any of which may be added one or more townships selected for that purpose, or any group of municipalities or divisions, within and for which a board of trade is established under this Act, and includes in the Provinces of Saskatchewan, Alberta and Newfoundland and Labrador, any electoral district, as constituted for elections to the legislative assembly for any of those provinces, within and for which a board of trade is established, and in the Province of British Columbia and in Yukon, any mining division, or any tract of country described as extending to certain specified distances and in certain specified directions from any stated point, within and for which a board of trade is established. (district) Persons who may form a board of trade Any number of persons, not fewer than thirty, who are merchants, traders, brokers, mechanics, manufacturers, managers of banks or insurance agents, carrying on business in, or resident in, a district that has a population of not less than two thousand five hundred, or in the Province of British Columbia or in Yukon not less than one thousand five hundred, may associate themselves together as a board of trade and appoint a secretary. Use of names restricted No person shall, within any district in which there is a board of trade that is registered under this Act, use the words “Board of Trade” or “Chamber of Commerce” as part of the name under which that person is incorporated or doing business, or any other words so similar as to be liable to be confused therewith, unless that person is incorporated as a body corporate under this Act or under a special or general Act of Parliament. Offence Any person who contravenes subsection (2) is guilty of an offence and liable on summary conviction to a fine of not more than five hundred dollars and costs and not less than one hundred dollars and costs or to imprisonment for a term not exceeding six months or to both. Procedure to change boundaries of districts On application by a board of trade for any district under its corporate seal, signed by the president and secretary of the board of trade and duly authorized by by-law thereof, the Governor in Council may change the boundaries of that district. Certificate of formation The persons associating themselves together as a board of trade pursuant to subsection 3(1) shall, under their hands and seals, make a certificate specifying the name assumed by the board of trade and by which it is to be known, the name of the district in which it is situated and its business is transacted and the name of the person appointed secretary to the board of trade. Statutory declaration Where the district referred to in section 5 is situated wholly or partly within a district for which there is an existing board of trade, the certificate shall be accompanied by a statutory declaration of two or more of the persons signing it with respect to the facts in that regard; the population of the district of the existing board of trade; the population of the district of the proposed new board of trade; the population of the district of the existing board of trade as diminished by the proposed change; and any facts or considerations that made the establishment of the new board of trade expedient. Recording certificate In any case referred to in subsection (1), the existing board of trade shall be afforded an opportunity to show cause against the proposed change; and the certificate shall be recorded only with the sanction and authority of the Governor in Council. Application of subsection (2) Subsection (2) applies to any application for incorporation under a special or general Act of Parliament, with the right to use the name “Board of Trade” or “Chamber of Commerce” or any other name so similar as to be liable to be confused therewith. Minister The certificate referred to in section 5 shall be acknowledged before a notary public, commissioner for taking affidavits or justice of the peace by the secretary of the board of trade, and shall be forwarded to the Minister of Industry who shall cause the certificate to be recorded in a register to be kept for that purpose. Evidence A copy of the certificate, duly certified by the Minister of Industry, is evidence of the existence of the board of trade to which the certificate relates. Powers The persons named as incorporators in the certificate referred to in section 5, and such other persons as afterwards join them, are hereby authorized to carry into effect the objects for which the board of trade to which the certificate relates was constituted and to exercise the powers and privileges conferred by this Act. Body corporate The persons referred to in subsection (1) and their associates, assigns and successors, by the name and style specified in the certificate, are a body corporate, with power to acquire, sell and convey any real property or immovable necessary for the objects of the board of trade. Election of officers When sections 3 to 7 have been complied with, it is competent for a majority of the persons named as incorporators in the certificate referred to in section 5 to hold a meeting for the election of a president, vice-president and members of the council and, without notice, to make and enact the by-laws, rules and regulations authorized by this Act. Legal domicile The usual place of meeting of a board of trade registered under this Act shall be held to be the legal domicile thereof, at which service of any notice or process may be made. Officers of board of trade The officers of every board of trade shall be a president, vice-president and secretary, who, together with at least eight other members, shall constitute a council of the corporation, which shall be called “The Council of the Board of Trade of (adding the name of the district)”, and who shall have the powers and perform the duties set out in this Act. Election of president and members of council At the first quarterly meeting held in each year, the members of a corporation present, or a majority of them, shall elect, in the manner prescribed by the by-laws of the corporation, from among the members thereof, a president, vice-president and secretary, and at least eight other members, who, with the president, vice-president and secretary, shall form the council of the corporation. Tenure The persons elected shall hold their offices until others are elected in their place, at the first quarterly meeting of the next year or until they are removed from office or vacate it under the by-laws of the corporation. Failure of election Where an election pursuant to section 12 does not take place at the first quarterly meeting, the corporation is not thereby dissolved, but the election may be held at any general meeting of the corporation, called in the manner provided in section 17, and the members of the council in office shall remain members until the election is held. Oath of office The president and vice-president of the corporation shall, before entering on the duties of their office, take and subscribe before the mayor of the city or town constituting the district, or before any justice of the peace, an oath in the following form: I swear that I will faithfully and truly perform my duty as of the board of trade, and that I will, in all matters connected with the discharge of that duty, do all things, and only such things, as I truly and conscientiously believe to be adapted to promote the objects for which the board was constituted, according to the true intent and meaning of the same. So help me God. Vacancies Where a member of the council of the corporation dies or resigns his office, or is absent for six months continuously from the meetings of the council, the council may, at any meeting thereof, elect a member of the corporation to be a member of the council in the place of the member who has died, resigned or is absent. Majority A new member of the council shall be elected by a majority of the members of the council present at any meeting thereof at which there is a quorum present. Term of office A member elected pursuant to subsection (2) holds office until the next annual election. Majority to have full power At any annual or general meeting of a corporation, whether for the purpose of electing members of the council of the corporation or for any other purpose, a majority of members present at the meeting are competent to do and perform all acts that, either under this Act or under any by-law of the corporation, are or shall be directed to be done at a meeting. General quarterly meetings The members of a corporation shall hold general quarterly meetings in each year at any place within the district in respect of which the corporation was incorporated. Notice to be published Notice of general quarterly meetings of a corporation, naming the time and place, shall be given by the secretary of the council of the corporation for the time being, at least three days prior to the meetings, through one newspaper or otherwise, as is thought necessary by the council. Special general meeting The council of a corporation, or a majority of its members, may call a general meeting of the corporation for any of the purposes of this Act by a notice inserted in one or more newspapers published within the district in which the corporation is situated, one day prior to the meeting; or a circular letter to each member of the corporation, signed by the secretary of the corporation, and mailed one day prior to the meeting. Meetings of council The meetings of the council of a corporation shall be open to all members of the corporation who may attend those meetings, but not take part in any proceedings thereat. Minutes Minutes of the proceedings at all meetings, whether of the council or of the corporation, shall be entered, in books to be kept for that purpose, by the secretary of the corporation. Presiding officer to sign The minutes of the proceedings of the council or of the corporation shall be signed by the president or vice-president of the corporation or the person who presides at the meeting at which the minutes were taken. Books open for inspection The books referred to in subsection (2) shall be open at all reasonable hours to any member of the corporation free of any charge. Members of corporation Every person resident in a district in respect of which a board of trade was incorporated, who is or has been a merchant, broker, trader, mechanic, manufacturer, manager of a bank or insurance agent, is eligible to become a member of the corporation. Proposal of candidate At any general meeting of a corporation, any member of the corporation may propose any person referred to in subsection (1) as a candidate for membership in the corporation. Two-thirds majority required If a proposal referred to in subsection (2) is carried by a majority of two-thirds of the members of the corporation then present, the person who is proposed for membership is from that time a member of the corporation and has all the rights and is subject to all the obligations of the other members. Persons other than traders Any person who is not a merchant, broker, trader, mechanic, manufacturer, manager of a bank or insurance agent is eligible to become a member of a corporation, in the manner described in this section, if that person is recommended by the council of the corporation at any general meeting of the corporation. Retirement of members Any member of a corporation who intends to retire therefrom or to resign his membership may do so, at any time, on giving to the secretary of the corporation ten days notice in writing of his intention, and on discharging any lawful liability that is standing on the books of the corporation against him at the time of the notice. By-laws and regulations The majority of the members of a corporation present at any general meeting of the corporation may make by-laws and regulations for the government of the corporation providing for the admission and subscriptions of members; the imposition of penalties; the expulsion or retirement of members; the management of its council, officers and affairs; the guidance of the board of arbitrators referred to in this Act; the fixing of the date and place of the regular meetings of its council; the powers to be exercised by its council; and all other matters concerning the government of the corporation not inconsistent with this Act or any other law of Canada. To be binding By-laws made pursuant to section 22 are binding on all members of the corporation, its officers and employees, and all other persons lawfully under its control. Notice to be given No by-law shall be made by a corporation at any meeting of the corporation, without notice in writing thereof having been given by one member and seconded by another member at a previous meeting, and duly entered in the books of the corporation as a minute of the corporation. Subscriptions and penalties The following sums, namely, all subscriptions of members due to the corporation, under any by-law, all penalties incurred under any by-law by any person bound thereby, and all other sums of money due to the corporation, shall be paid to the secretary thereof, and in default of payment are recoverable in an action brought in the name of the corporation. Procedure It shall only be necessary, in any action under subsection (1), to allege that the person is indebted to the corporation in the sum of money, the amount of the subscription in arrears, penalty incurred or other sum due, whereby an action has accrued to the corporation by virtue of this Act. On the trial or hearing of any action under subsection 25(1), it is sufficient for the corporation to prove that the defendant, at the time the demand for payment was made, was or had been a member of the corporation; and the amount claimed as the subscription, penalty or otherwise was standing unpaid on the books of the corporation. The council of a corporation may hold meetings and adjourn them when necessary, and may, at those meetings, transact such business as is, by this Act or by the by-laws of the corporation, assigned to the council. How convened The meetings of the council shall be convened by the secretary of the corporation, at the instance of the president thereof, or on the request of any two members of the council. Powers of council The council of a corporation has, in addition to the powers hereby expressly conferred on it, such powers as are assigned to it by any by-law of the corporation not inconsistent with this Act. Limitations The council shall not have or be given by any by-law the power of enacting or altering any by-law or admitting any member. Quorum Five or more members of the council of a corporation constitute a quorum, and a majority of the quorum may do all things within the powers of the council. Who to preside At all meetings of the council of a corporation, and all general meetings of the corporation, the president, or in his absence, the vice-president, or if both are absent, any member of the council then present who is chosen for the occasion, shall preside. Casting vote In all cases of equality of votes on any division, the presiding officer at a meeting of the council has a casting vote. By-laws, rules and regulations The council of a corporation shall frame such by-laws, rules and regulations as appear to it best adapted to promote the welfare of the corporation and the purposes of this Act, and shall submit them for adoption at a general meeting of the corporation called for that purpose. Make by-laws concerning weighers The council of a corporation may make by-laws that require that every weigher employed in connection with a grain elevator within the district for which the corporation is established be licensed and take an oath to faithfully, truly and impartially execute and perform the duties of weigher, and cause any person applying to be licensed as a weigher at grain elevators to be examined as to his capacity in such manner as the council deems proper. Licence The council may, if satisfied as to the fitness of an applicant referred to in subsection (1) to perform his duties, issue to the applicant a licence to act as a weigher. Board of Arbitration At the time appointed pursuant to section 12 for the election of the council of a corporation, and in the same manner, the members of the corporation may elect from their number twelve persons who shall form a board, which shall be called the Board of Arbitration. Any three persons elected under subsection (1) have power to arbitrate on, and make their award in, any commercial case or difference that is voluntarily referred to them by the parties concerned. Three arbitrators to act When parties in a case referred to in subsection (2) agree to bind themselves to submit a matter in dispute between them to the decision of the Board of Arbitration, the submission is deemed to be made to any three members of the Board, who may, either by the special order of the Board or by virtue of any general rules adopted by the Board, or under any by-law of the corporation relating to the consideration of any cases so submitted, be appointed to hear, arbitrate and decide on the matter. Decision binding A decision made under subsection (3) is binding on the Board of Arbitration and the parties making the submission. Form A submission referred to in subsection (3) shall be in Form 1 of the schedule, or to the same effect. Members to be sworn The members of the Board of Arbitration shall, before they act as such, take and subscribe, before the president or vice-president of the corporation, an oath in Form 2 of the schedule, that they will faithfully, impartially and diligently perform their duties as members of the Board. Oath to be kept The oath referred to in subsection (1) shall be kept among the documents of the corporation. Members of Board Any member of the council of a corporation may, at the same time, be a member of the Board of Arbitration. Powers of arbitrators respecting oaths, etc. The three members appointed to hear any case submitted for arbitration under section 32 or any two of them have full power to examine, under oath, which oath any one of the three members is hereby empowered to administer, any party or witness who, appearing before them, is so examined, and shall give their award thereupon in writing. Decisions binding An award given under subsection (1) binds the parties according to the terms of the submission and the provisions of this Act. Weighers to be examined Where the council of a corporation has passed a by-law that requires that every weigher employed in connection with a grain elevator within the district for which the board of trade is established be licensed and take the oath set out in section 37, the board of trade may cause any person applying to be licensed as a weigher at grain elevators to be examined as to his capacity in such manner as the council deems proper. Every person who acts as a weigher at a grain elevator within a district is, unless he has been licensed under subsection (2) and has taken the oath of office set out in section 37, liable, on summary conviction, to a fine of ten dollars for each offence. Weigher to take oath Every weigher licensed under section 36 shall forthwith take and subscribe before a justice of the peace an oath of office in the following form or to the same effect: I, , do solemnly swear (or affirm) that I will faithfully, truly and impartially, to the best of my skill and ability, execute and perform the duties of weigher. So help me God. Custody of oath The oath taken under subsection (1) shall remain in the custody of the justice of the peace administering it, and any copy thereof certified by the justice of the peace is evidence that the oath has been taken and subscribed in accordance with this Act. Affiliation with Canadian Chamber of Commerce Any board of trade duly registered under this Act may become affiliated with the Canadian Chamber of Commerce on complying with all the terms and requirements of that organization, and may be represented at its annual meeting. Election of delegates The delegates or representatives to the annual meeting of the Canadian Chamber of Commerce shall be elected at a general meeting or by the council of the board of trade desiring that representation. Change of name On application by a corporation under its corporate seal, signed by its president and secretary, the name of the corporation may be changed if the Governor in Council is satisfied that the change is not desired for any improper purpose and is not otherwise objectionable. Publication in Canada Gazette A change of name of a corporation is conclusively established by the insertion in the Canada Gazette by the Minister of Industry of a notice of the change. Rights and liabilities No rights or liabilities of a corporation are affected by a change of its name, and all actions commenced by or against the corporation prior to the change may be proceeded with by or against it under its former name. Annual summary Every board of trade shall, on or before June 1 in every year, make a summary as of the March 31 preceding, specifying the following particulars: the name of the board of trade; the manner in which the board of trade is incorporated, giving the date thereof; the date on which the last general meeting of the members of the board of trade was held; and the names and addresses of the persons who at the date of the return compose the council of the board of trade. To be filed The summary referred to in subsection (1) shall be completed and filed in duplicate in the Department of Industry on or before June 1 in every year. Duplicates Each of the duplicates referred to in subsection (2) shall be signed by the secretary of the board of trade. Default Where a board of trade fails to comply with any requirements of this section, it is liable on summary conviction to a fine not exceeding twenty dollars for every day during which the failure continues. Penalty Every member of the council of a board of trade who knowingly or wilfully authorizes or permits a failure referred to in subsection (4) is liable to the same fine. Dissolution of corporation On its being made to appear that a board of trade has become incapable of exercising or has ceased to exercise its franchises, the Governor in Council may, subject to such terms and conditions as he thinks just and proper, dissolve the board as a corporation. Formation Any number of persons, not fewer than thirty, who are directly or indirectly engaged or interested in trade, commerce or the economic and social welfare of any district, whether residents of the district or not, may associate themselves together as a board of trade for the purpose of promoting and improving trade and commerce and the economic, civic and social welfare of the district. Certificate, registration and incorporation Where the provisions of sections 5 and 7 have been complied with, section 8 applies to an association formed under subsection (1). Memorandum of agreement The persons referred to in section 44 shall forward to the Minister of Industry, together with the certificate of formation, a memorandum of agreement in duplicate, which shall set out the by-laws or regulations of the proposed board of trade and shall, more particularly, provide by-laws or regulations on the following matters: conditions of membership, including societies or companies becoming members of the corporation; mode of holding meetings, rights of voting and of making, repealing or amending by-laws or regulations; appointment and removal of the directors, trustees, committee or officers, and their respective powers and remuneration; provision for audit of accounts and appointment of auditors; determination whether or how members may withdraw from the corporation; and provision for custody of the seal of, and certifying of documents issued by, the corporation. Amendments The by-laws and regulations referred to in section 45 may be amended at a general meeting called for that purpose. Approval A variation or amendment of any by-law or regulation shall not be in force or acted on without the approval of the Minister of Industry. Existing boards of trade An existing board of trade incorporated by or under any Act of Parliament, of the legislature of the former Province of Canada or of the legislature of any province may apply under this Part to establish the board of trade under this Part. A board of trade established under this Part has all the powers and authorities conferred on a board of trade by Part I and is subject to all the provisions of Part I except in so far as those provisions may be varied by this Part. Know all men, that the undersigned and the undersigned (if there are more parties, that is, more separate interests, mention them) having a difference as to the respective rights of those parties, as in the case attached hereto, have agreed and bound themselves under a penalty of dollars, to perform and abide by the award to be made by the Board of Arbitration of the Board of Trade of in that case, under the penalty, to be paid by the party refusing to perform or abide by the award to the party ready and willing to perform or abide by it. In witness whereof, the parties hereto have hereunto set their hands and affixed their seals at the of on the day of , A.D. 19. I swear that I will faithfully, impartially and diligently perform my duty as a member of the Board of Arbitration of the Board of Trade of , and that I will, in all cases in which I act as arbitrator, give a true and just award, according to the best of my judgment and ability, without fear, favour or affection of or for any person whomever. So help me God.