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

Marginal note:To be binding

23 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.

Marginal note:Notice to be given

24 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 Dues

Marginal note:Subscriptions and penalties

• 25 (1) The following sums, namely,

  • (a) all subscriptions of members due to the corporation, under any by-law,

  • (b) all penalties incurred under any by-law by any person bound thereby, and

  • (c) 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.

• Marginal note:Procedure

  (2) 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.

Marginal note:Evidence

26 On the trial or hearing of any action under subsection 25(1), it is sufficient for the corporation to prove that

• (a) the defendant, at the time the demand for payment was made, was or had been a member of the corporation; and

• (b) the amount claimed as the subscription, penalty or otherwise was standing unpaid on the books of the corporation.

Powers of Council

Marginal note:Meetings of council

• 27 (1) 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.

• Marginal note:How convened

  (2) 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.

Marginal note:Powers of council

• 28 (1) 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.

• Marginal note:Limitations

  (2) 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.

Marginal note:Quorum

29 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.

Marginal note:Who to preside

• 30 (1) 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.

• Marginal note:Casting vote

  (2) In all cases of equality of votes on any division, the presiding officer at a meeting of the council has a casting vote.

Marginal note:By-laws, rules and regulations

• 31 (1) 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.

• Marginal note:Make by-laws concerning weighers

  (2) 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.

• Marginal note:Licence

  (3) 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

Marginal note:Board of Arbitration

• 32 (1) 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.

• Marginal note:Powers

  (2) 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.

• Marginal note:Three arbitrators to act

  (3) 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.

• Marginal note:Decision binding

  (4) A decision made under subsection (3) is binding on the Board of Arbitration and the parties making the submission.

• Marginal note:Form

  (5) A submission referred to in subsection (3) shall be in Form 1 of the schedule, or to the same effect.

Marginal note:Members to be sworn

• 33 (1) 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.

• Marginal note:Oath to be kept

  (2) The oath referred to in subsection (1) shall be kept among the documents of the corporation.

Marginal note:Members of Board

34 Any member of the council of a corporation may, at the same time, be a member of the Board of Arbitration.

Marginal note:Powers of arbitrators respecting oaths, etc.

• 35 (1) 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.

• Marginal note:Decisions binding

  (2) An award given under subsection (1) binds the parties according to the terms of the submission and the provisions of this Act.

Licensing of Weighers

Marginal note:Weighers to be examined

• 36 (1) 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.

• Marginal note:Licence

  (2) 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.

• Marginal note:Offence

  (3) 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.

Marginal note:Weigher to take oath

• 37 (1) 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.

• Marginal note:Custody of oath

  (2) 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

Marginal note:Affiliation with Canadian Chamber of Commerce

• 38 (1) 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.

• Marginal note:Election of delegates

  (2) 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

Marginal note:Change of name

39 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.

Marginal note:Publication in Canada Gazette

40 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.

Marginal note:Rights and liabilities

41 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

Marginal note:Annual summary

• 42 (1) 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:

  • (a) the name of the board of trade;

  • (b) the manner in which the board of trade is incorporated, giving the date thereof;

  • (c) the date on which the last general meeting of the members of the board of trade was held; and

  • (d) the names and addresses of the persons who at the date of the return compose the council of the board of trade.

• Marginal note:To be filed

  (2) 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.

• Marginal note:Duplicates

  (3) Each of the duplicates referred to in subsection (2) shall be signed by the secretary of the board of trade.

• Marginal note:Default

  (4) 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.

• Marginal note:Penalty

  (5) 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

Marginal note:Dissolution of corporation

43 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.

PART II

Formation of Board

Marginal note:Formation

• 44 (1) 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.

• Marginal note:Certificate, registration and incorporation

  (2) Where the provisions of sections 5 and 7 have been complied with, section 8 applies to an association formed under subsection (1).

Marginal note:Memorandum of agreement

45 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:

• (a) conditions of membership, including societies or companies becoming members of the corporation;

• (b) mode of holding meetings, rights of voting and of making, repealing or amending by-laws or regulations;

• (c) appointment and removal of the directors, trustees, committee or officers, and their respective powers and remuneration;

• (d) provision for audit of accounts and appointment of auditors;

• (e) determination whether or how members may withdraw from the corporation; and

• (f) provision for custody of the seal of, and certifying of documents issued by, the corporation.