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Boards of Trade Act (R.S.C., 1985, c. B-6)

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Act current to 2022-06-20 and last amended on 2015-02-26. Previous Versions

Boards of Trade Act

R.S.C., 1985, c. B-6

An Act respecting the incorporation of boards of trade

Short Title

Marginal note:Short title

 This Act may be cited as the Boards of Trade Act.

  • R.S., c. B-8, s. 1

Interpretation

Marginal note:Definitions

 In this Act,

board of trade

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

council includes “board of directors” and trustees of the governing body, however designated; (conseil)

district

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

  • (a) 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

  • (b) 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)

  • R.S., 1985, c. B-6, s. 2
  • 2002, c. 7, s. 86
  • 2015, c. 3, s. 172

PART I

Incorporation

Marginal note:Persons who may form a board of trade

  •  (1) 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.

  • Marginal note:Use of names restricted

    (2) 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.

  • Marginal note:Offence

    (3) 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.

  • R.S., 1985, c. B-6, s. 3
  • 2002, c. 7, s. 87

Marginal note: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.

  • R.S., c. B-8, s. 4

Marginal note: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.

  • R.S., c. B-8, s. 5

Marginal note:Statutory declaration

  •  (1) 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

    • (a) the facts in that regard;

    • (b) the population of the district of the existing board of trade;

    • (c) the population of the district of the proposed new board of trade;

    • (d) the population of the district of the existing board of trade as diminished by the proposed change; and

    • (e) any facts or considerations that made the establishment of the new board of trade expedient.

  • Marginal note:Recording certificate

    (2) In any case referred to in subsection (1),

    • (a) the existing board of trade shall be afforded an opportunity to show cause against the proposed change; and

    • (b) the certificate shall be recorded only with the sanction and authority of the Governor in Council.

  • Marginal note:Application of subsection (2)

    (3) 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.

  • R.S., c. B-8, s. 6

Marginal note:Minister

  •  (1) 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.

  • Marginal note:Evidence

    (2) 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.

  • R.S., 1985, c. B-6, s. 7
  • 1992, c. 1, s. 145(F)
  • 1995, c. 1, s. 62

Marginal note:Powers

  •  (1) 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.

  • Marginal note:Body corporate

    (2) 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.

  • R.S., 1985, c. B-6, s. 8
  • 2011, c. 21, s. 2

Marginal note: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.

  • R.S., c. B-8, s. 9

Marginal note: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.

  • R.S., c. B-8, s. 10

Officers

Marginal note: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.

  • R.S., c. B-8, s. 11

Marginal note:Election of president and members of council

  •  (1) 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.

  • Marginal note:Tenure

    (2) 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.

  • R.S., c. B-8, s. 12

Marginal note: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.

  • R.S., c. B-8, s. 13

Marginal note: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.

  • R.S., c. B-8, s. 14

Marginal note:Vacancies

  •  (1) 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.

  • Marginal note:Majority

    (2) 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.

  • Marginal note:Term of office

    (3) A member elected pursuant to subsection (2) holds office until the next annual election.

  • R.S., c. B-8, s. 15

Meetings

Marginal note: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.

  • R.S., c. B-8, s. 16

Marginal note:General quarterly meetings

  •  (1) 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.

  • Marginal note:Notice to be published

    (2) 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.

  • R.S., c. B-8, s. 17

Marginal note: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) 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

  • (b) a circular letter to each member of the corporation, signed by the secretary of the corporation, and mailed one day prior to the meeting.

  • R.S., c. B-8, s. 18

Marginal note:Meetings of council

  •  (1) 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.

  • Marginal note:Minutes

    (2) 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.

  • Marginal note:Presiding officer to sign

    (3) 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.

  • Marginal note:Books open for inspection

    (4) The books referred to in subsection (2) shall be open at all reasonable hours to any member of the corporation free of any charge.

  • R.S., c. B-8, s. 19

Membership

Marginal note:Members of corporation

  •  (1) 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.

  • Marginal note:Proposal of candidate

    (2) 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.

  • Marginal note:Two-thirds majority required

    (3) 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.

  • Marginal note:Persons other than traders

    (4) 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.

  • R.S., c. B-8, s. 20

Marginal note: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.

  • R.S., c. B-8, s. 21

By-laws

Marginal note: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

  • (a) the admission and subscriptions of members;

  • (b) the imposition of penalties;

  • (c) the expulsion or retirement of members;

  • (d) the management of its council, officers and affairs;

  • (e) the guidance of the board of arbitrators referred to in this Act;

  • (f) the fixing of the date and place of the regular meetings of its council;

  • (g) the powers to be exercised by its council; and

  • (h) all other matters concerning the government of the corporation not inconsistent with this Act or any other law of Canada.

  • R.S., c. B-8, s. 22
 
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