The official by-laws governing the Romanian Board of Trade in Toronto — adopted January 09, 2026 under the Canada Not-for-profit Corporations Act.
The Romanian Board of Trade in Toronto (RBTT) - Camera de Comert Romana din Toronto (CCRT)
The Romanian Board of Trade in Toronto was incorporated under the Canada Not-for-profit Corporations Act. As of January 09, 2026, the RBTT is governed by that Act.
RBTT is the only group that represents both small and large firms of every type from every region in the Province of Ontario, Canada. Through a unique network of community chambers and boards of trade, the RBTT has affiliate organizations in Canada, the United States and Romania. Its national membership comprises individuals, sole proprietorships, corporations, and trade and professional associations.
As Toronto and Ontario's premier business group, it is dedicated to the promotion and development of strong and vital connections between Romanian, Canadian and US businesses. RBTT resources are also allocated towards economic education, trade development and international relations.
The RBTT headquarters are located in Markham, Ontario.
A by-law relating generally to the conduct of the affairs of the RBTT (the "Corporation").
BE IT ENACTED AND IT IS HEREBY ENACTED as the by-laws of the Corporation as follows:
In this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires:
All terms contained in the by-laws which are defined in the Act shall have the meanings given to such terms in the Act. Words importing the singular number only shall include the plural and vice versa; words importing any gender shall include all individuals; words importing persons shall include partnerships, syndicates, trusts and any other legal or business entity.
The headings used in the by-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof.
The provisions of this by-law are subject to the terms of any unanimous member agreement in respect of the Corporation in effect from time to time. To the extent of any inconsistency between this by-law and any such unanimous membership agreement, such unanimous member agreement shall prevail.
The Corporation shall present copies of the annual financial statements, report of the Corporation's public accountant and any other documents referred to in subsection 172(1) of the Act to its Members at each Annual Meeting.
Between twenty-one (21) and sixty (60) days prior to an Annual Meeting, the Corporation shall deliver to all Members who have consented thereto and provided an electronic mail address the required documents under subsection 172(1) of the Act by electronic delivery. The Corporation shall, with respect to Members who have not consented to electronic delivery, publish a notice stating that such documents are available at the registered office of the Corporation.
The head office of the Corporation shall be located in the city of Markham in the province of Ontario. The Corporation may from time to time by resolution of the directors change the place and address of the registered office within the province.
The Corporation may, but need not, have a corporate seal. If the Corporation has a corporate seal, it shall remain in the custody of the President. A document executed on behalf of the Corporation is not invalid merely because the corporate seal, if any, is not affixed thereto.
Subject to the articles, the Corporation's Members shall be divided into four classes:
Membership in the Corporation shall consist of such persons who apply by presentation of a signed application, who agree to abide by the provisions of the Act, the articles and any by-law, who qualify for the class of membership being applied for as set out in Section 8, and who are subsequently admitted as members by resolution of the Board.
All Members in good standing shall be entitled to receive the regular publications of the Corporation, avail themselves of the Corporation's secretariat and attend Annual Meetings. Only Corporate Members in good standing have the right to vote, to introduce motions or to second motions at any meeting of Members.
Any Member may resign from any class of membership upon notice in writing received by the President. A resignation shall be effective from the date of receipt by the Corporation or on the date specified in the notice, whichever is later.
The interest of a Member in the Corporation is not transferable and lapses and ceases to exist:
The Board shall have authority to discipline, suspend or terminate the membership of any Member for any one or more of the following grounds:
In the event that the Board determines that a Member should be expelled or suspended, an officer designated by the Board shall provide twenty (20) days' notice of suspension or expulsion to the Member and shall provide reasons for the proposed suspension or expulsion. The Member may make written submissions to the Board within such twenty (20) day period. The Board's decision shall be final and binding on the Member, without any further right of appeal.
The membership dues of all Members shall be determined by the Board. The membership dues of Corporate Members shall be payable on admission to membership and thereafter annually on the first day of each calendar year.
The directors of the Corporation:
All business transacted at a Special Meeting and all business transacted at an Annual Meeting, except consideration of the financial statements, public accountant's report, election of directors and re-appointment of the incumbent public accountant, is special business.
Each Annual Meeting shall be held at such time and place decided upon at a preceding Annual Meeting or as determined by the Board at a date no later than fifteen (15) months after the last Annual Meeting.
If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of Members, any person entitled to attend such meeting may participate in the meeting by means of such facility. A person participating in a meeting by such means is deemed to be present at the meeting.
Subject to section 161 of the Act, the directors may fix a date in advance as the record date for the purpose of determining the Members entitled to receive notice of a meeting or entitled to vote, but such record date shall not precede by more than sixty (60) days or by less than twenty-one (21) days the date on which the meeting is to be held.
A notice stating the day, hour and place of meeting shall be sent to each Member entitled to vote at the meeting, to each director and to the public accountant (if any) of the Corporation. Such notice shall be personally delivered or sent by prepaid mail or courier not less than twenty-one (21) days and not more than sixty (60) days before the date of every meeting.
The Chair shall when present preside at all meetings of Members. In the absence of the Chair, the Vice-Chair shall act as chair. If none of such officers is present, the Corporate Members present shall choose a chair of the meeting.
Unless otherwise provided in this by-law or the Act, no motion or amendment shall be carried at any meeting of Members unless it receives at least two-thirds (2/3) of the votes cast. No Member shall be entitled to vote at meetings of Members if such Member is in default in the payment of membership fees or dues.
Any Member with a right to vote at a meeting of Members may by means of a proxy appoint a proxyholder to attend and act at such meeting. No individual shall be authorized, whether by accreditation or proxy, to represent more than two (2) Members with a right to vote at such meeting.
The chair of the meeting may with the consent of the meeting adjourn any meeting of Members from time to time to a fixed time and place. If the meeting is adjourned for less than thirty-one (31) days, no notice of the time and place for the holding of the adjourned meeting need be given to any Member.
A quorum for any meeting of the Members of the Corporation shall be 50% of the Corporate Members. If a quorum is present at the opening of a meeting of Members, the Members present may proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.
The minimum and maximum number of directors is set out in the articles. The Corporation shall have at least three directors per 100 members, at least two of whom are not officers of the Corporation. The Chair, Vice Chair and the President are counted as Directors.
Every director and officer of the Corporation exercising their powers and discharging their duties shall:
A slate of nominees for director shall be proposed such that the nominees and continuing directors collectively consist of:
Each of the directors elected at an Annual Meeting shall have a fixed term, as follows:
No director shall serve more than six (6) consecutive years on the Board unless serving as Chair, Vice-Chair or Treasurer. After serving six (6) consecutive years, a director shall not be eligible for re-election until at least one (1) year has elapsed.
A director ceases to hold office if such director dies, resigns in writing, is removed from office in accordance with section 130 of the Act, is no longer affiliated with a member, withdraws consent to electronic meetings, becomes bankrupt, or is declared incapable by a court.
Notwithstanding any vacancy among the directors, the remaining directors may exercise all the powers of the directors so long as a quorum of the number of directors remains in office.
Corporate Members may by resolution at a Special Meeting remove any director before the expiration of such director's term of office by at least two-thirds (2/3) of the votes cast.
An act of a director or officer is valid notwithstanding an irregularity in their election or appointment or a defect in their qualification.
The directors shall take such steps as they may deem requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.
The directors may appoint such agents and engage such employees as they shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the directors at the time of such appointment.
The directors may prescribe such rules and regulations not inconsistent with the by-laws relating to the management and operation of the Corporation as they may deem expedient.
The President by virtue of their position will be designated an official advisor to the Board and entitled to attend and speak at any meeting of the Board, but shall have no voting authority. The Board may from time to time designate any number of non-voting advisors.
Meetings of directors and of any committee of directors may be held at any place, as agreed by the directors.
A meeting of directors may be convened by the Chair, the President or by written request of any two (2) directors at any time. There shall be at least four (4) meetings of directors in each calendar year.
Notice of the time and place for the holding of any such meeting shall be sent to each director not less than fourteen (14) days before the date of the meeting. Meetings may be held at any time without formal notice if all the directors are present or if all the absent directors have waived notice.
Notice of any meeting of directors or any irregularity in any meeting or in the notice thereof may be waived in any manner by any director. Attendance of a director at a meeting of directors is a waiver of notice of the meeting.
A director may participate in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, and a director participating by such means shall be deemed to be present at that meeting.
A majority of the directors then in office shall constitute a quorum at meetings of directors. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of equality of votes, the chair of the meeting shall not have a casting vote and the issue being voted on shall not pass.
Any meeting of directors or of any committee of directors may be adjourned from time to time by the chair of such meeting, with the consent of the meeting, to a fixed time and place.
A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors, is as valid as if it had been passed at a meeting of directors. Such resolution may be signed in counterparts.
The Chair shall when present preside as chairperson at all Board meetings. In the absence of the Chair, the Vice Chair shall act as chairperson of the meeting.
The Board may submit, at its discretion, any policy question by referendum to the Corporation Members. The length of the voting period shall be neither more than sixty (60) days nor less than thirty (30) days from the sending of the referendum proposal. Approval of a proposed policy requires that two-thirds (2/3) of the votes cast must be in favour.
The Board has the following two (2) standing committees: The Finance and Audit Committee, and the Nominating and Governance Committee. In addition, the directors may from time to time appoint from their number one or more committees of directors.
No such committee or Standing Committee shall have the authority to:
No director of the Corporation may receive remuneration for acting in the capacity of a director of the Corporation. The directors may fix the reasonable remuneration of the officers and employees of the Corporation. A director, officer or Member may receive reasonable remuneration and expenses for any services performed in any other capacity.
Subject to the provisions hereof and subsections 151(3) and (4) of the Act, the Corporation shall indemnify a director or officer of the Corporation against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation.
The Corporation may not indemnify an individual unless the individual:
The Corporate Members shall elect the Chair, Vice-Chair and Treasurer pursuant to Section 30 of this By-Law. The Board shall be entitled to fill any vacancy in such offices that occur between meetings of the Members.
The officers of the Corporation shall be the following, where the offices are filled: the Chair, the Vice-Chair, the Secretary, the Treasurer, the President, the Past-Chair and any other officer to whom authority has been delegated by the Board.
All officers shall be subject to removal by resolution of the directors at any time, with or without cause.
The Treasurer shall be the custodian of the funds of the Corporation and shall cause to be deposited all money received with a chartered bank selected by the Board. The Treasurer shall report annually to the Corporation on its financial standing.
The Secretary shall attend to the giving and service of all notices of the Corporation and shall keep the minutes of all meetings of the Members and of the Board.
The President shall be appointed by the Board and shall have the functions and responsibilities delegated to him/her by the Board.
In case of the absence or inability or refusal to act of any officer of the Corporation, the directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being.
Any notice or other document required to be given or sent by the Corporation to any Member or director or the public accountant shall be delivered personally or sent by prepaid mail, courier or by fax, electronic mail or other electronic means capable of producing a written copy.
For the purposes of the by-laws, any document or notice may be sent to the Members or the directors by electronic means, such as electronic mail or facsimile or by mail or courier.
If the Corporation sends a notice or document to a Member and the notice or document is returned on two consecutive occasions because the Member cannot be found, the Corporation is not required to send any further notices or documents to the Member until the Member informs the Corporation in writing of the member's new address.
The signature of any director or officer of the Corporation to any notice may be written, printed or otherwise mechanically reproduced.
Where notice is required to be given under any provisions of the articles or by-laws of the Corporation, the notice period shall be determined in accordance with sections 26 to 30, inclusive, of the Interpretation Act (Canada), R.S.C. 1985, c. I-21, unless otherwise expressly provided.
A certificate of any officer of the Corporation as to facts in relation to the mailing or delivery of any notice or other documents shall be conclusive evidence thereof and shall be binding on every Member, director, officer or public accountant of the Corporation.
The accidental error or omission to give notice of any meeting of the Members or the Board to, or the non-receipt of any notice by, any person shall not invalidate any resolution passed or any proceeding taken at any meeting of Members.
Unless the articles, the by-laws or a unanimous member agreement otherwise provides, the directors of a corporation may, without authorization of the Members: borrow money on the credit of the Corporation; issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation; give a guarantee on behalf of the Corporation; and mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation.
The directors are hereby authorized from time to time, by resolution duly passed by the Board, to appoint any banks, banking institutions or trust companies in Canada, the United States of America or elsewhere, as bankers to the Corporation, and to borrow money and obtain advances upon the credit of the Corporation.
All cheques, drafts or orders for payment of money and all notes, acceptances and bills of exchange shall be signed by such officer or officers or other persons as the directors may from time to time designate.
Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by such directors and/or officers of the Corporation as the directors may from time to time determine by resolution. All contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality.
The Corporate Members shall, at each annual meeting of the Members, appoint a public accountant of the Corporation to hold office until the next annual meeting of Members. The remuneration of the public accountant shall be fixed by the directors. The public accountant shall be independent pursuant to section 180 of the Act.
The financial year of the Corporation shall end the thirty-first (31st) day of December each year, or on such day in each year as the Board may from time to time by resolution determine.
The Board may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of Directors until the next meeting of Members where it may be confirmed, rejected or amended by the Members.
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