Rules of Procedure

  1. The rules in this by-law are to be observed in all meetings of the general membership, the Board of Management (the "Board") and committees of the Board.
  2. The rules of procedure are to be interpreted in a manner that promotes the following fundamental principles:

(1) the protection of basic rights by recognizing the right of the majority to decide, the minority to be heard, and individuals to have the opportunity to participate;

(2) the maintenance of decorum, with all participants being treated with courtesy and respect;

(3) all members have the right to information to help make decisions;

(4) members have a right to an efficient meeting;

(5) all members have equal rights, privileges and obligations; and

(6) in the event of conflict, facilitating a reasonable compromise.

Duties of Officers

1   The Chair shall:

(1) chair all meetings of the business improvement area and of the Board, follow the agenda, and decide on whether motions are in order;

(2) rule on all procedural matters and maintain decorum;

(3) ensure motions and amendments are clearly expressed and, if there is no motion under consideration, summarize the discussion for the purpose of the Minutes;

(4) have general supervision of the affairs of the business improvement area;

(5) along with the Secretary or Treasurer, sign all by-laws and execute any documents, contracts or agreements;

(6) perform any other duties which the Board may, from time to time, assign;

(7) sit, ex officio, on all committees; and

(8) ensure that all past records of the Board are transferred to the succeeding Treasurer when  there is a change of Treasurer.

2   The Vice-Chair shall exercise any or all of the duties of the Chair in the absence of the Chair or if the Chair is unable for any reason to perform those duties.

3   The Secretary shall:

(1) give notice of each regular and special meeting of the Board together with an agenda of the matters to be considered so that notice and agenda will reach members at least five business days, where feasible, in advance of the meeting;

(2) record the Minutes of each meeting and present the Minutes at the following meeting for adoption. The Minutes shall record:

(a) the place, date and time of meeting;

(b) the name of the Chair;

(c) the names of all Board members present, and those not present, at the meeting;

(d) the names of all others present at the meeting;

(e) the correction and adoption of the Minutes of the prior meeting; and

(f) all motions, decisions and other proceedings of the Board.

(3) record confidential Minutes of closed sessions of the Board; (‘in Camera’ sessions)

(4) along with the Chair, sign the adopted Minutes and submit a copy of the to the City's business improvement area office;

(5) keep or cause to be kept: the business improvement area's records and books of the business improvement area, including business improvement area by-laws, policies and resolutions; the registry of Officers and Board members; the Minutes of the annual general meeting, general meetings, meetings of the Board or any committees thereof, and any committee reports;

(6) certify copies of any record, registry, by-law, resolution or Minute; and

(7) give notice of the annual general meeting and general meetings.

4   The Treasurer shall:

(1) under the direction of the Board, supervise the expenditure of the funds of the business improvement area;

(2) keep and maintain the financial records and books of the business improvement area;

(3) assist the auditor in the preparation of the financial statements of the business improvement area;

(4) perform any other duties that the Board may from time to time assign;

(5) maintain an inventory of all physical assets owned or leased by the business improvement area;

(6) prepare and distribute the proposed annual budget in accordance with the requirements of the City; and

(7) prepare and present written financial statements for the Board's review and consideration at each regular meeting and submit the Board-approved statements to the City's business improvement area office.

  • The Chair, in consultation with the Secretary, and other members of the Board as required, shall establish the agenda for each meeting, based on matters submitted prior to the agenda deadline.
  • Board members are entitled to submit agenda items for consideration by forwarding them to the Secretary prior to the agenda distribution deadline.
  • The Secretary shall distribute the agenda and previous meeting minutes to all Board members a minimum of three business days prior to the subject Board meeting.


  1. With the exception of the Chair, who shall vote only to make a tie or break a tie, every member has a vote on all motions, unless prohibited by law (for example, a declared conflict of interest) in which case the Secretary shall record the name of the member who does not vote and reason for not voting.
  2. The members of the Board shall vote on any motion arising at any meeting of the Board. All motions must be seconded prior to proceeding to a vote.
  3. Motions may include:

(1) motion to approve or adopt an item;

(2) motion to receive an item;

(3) motion to postpone or refer an item; and

(4) motion to adjourn the meeting, provided the motion to adjourn is not made when another member is speaking, a vote has been called, the members are voting, or a member has indicated to the Chair his or her desire to speak on the matter under consideration.

  • A majority of votes shall decide each motion.
  • A tie vote means a motion does not carry.
  • Members have the right to abstain from voting.


The Board may hear deputations from the public at its discretion and may set limits for speaking time.

Annual General Meeting

The annual general meeting agenda shall include, but not be limited to:

  1. Minutes of the last annual general meeting;
  2. declarations of conflict of interest;
  3. annual activity report of the Board;
  4. annual financial report;
  5. audited financial statement;
  6. appointment of auditor for following year;
  7. proposed annual budget for the following year;
  8. election of the Board (if a municipal election year); and
  9. any other business that may properly be brought before the meeting.

Determination of Motions

All motions arising at any meeting of the business improvement area members, other than those arising under new business, shall relate to an item on the agenda for that meeting and the Chair shall have the right to determine whether a motion is in order. All questions shall be decided by a majority vote unless otherwise stated in this by-law or as required by law.

At all meetings, every motion shall be decided by a show of hands or voting cards unless a ballot on the motion is required by the Chair or requested by a business improvement area member. The Chair shall declare that a motion has been carried or not carried. The motion shall be entered into the Minutes of the business improvement area meeting. It is not necessary to record the number or the proportion of votes.

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