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, RBTT is dedicated to strong connections between Romanian, Canadian and US businesses, and allocates resources towards economic education, trade development and international relations. 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 or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.
Section 3The 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 and, to the extent of any inconsistency between this by-law and any such unanimous membership agreement, such unanimous member agreement shall prevail over this by-law.
Section 4The Corporation shall present copies of the annual financial statements and public accountant's report to Members at each Annual Meeting. Between twenty-one (21) and sixty (60) days prior to an Annual Meeting, the Corporation shall deliver required documents electronically to Members who have consented, and shall publish a notice to others that such documents are available at the registered office free of charge. If required by the Act, a copy shall be sent to the President twenty-one (21) days prior to an Annual Meeting.
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 of the Corporation 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 are the type of persons or entities who qualify for the class of membership being applied for set out in Section 8 of this by-law, and who are subsequently admitted as members of such class by resolution of the Board in its discretion or in such other manner as may be determined by the Board.
Section 10All 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. Subject to the rules thereof set by the Chair or the directors in their discretion, all Individual Members in good standing and accredited delegates of Organization, Corporation and Associate Members in good standing have the privileges of the floor to take part in discussions at 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, and such activities may only be performed by such Corporate Member's accredited delegate or by a proxyholder appointed to attend and act at a specific meeting of Members, as further specified at Section 23 hereof.
Section 11Any Member may resign from any class of membership in the Corporation upon notice in writing thereof 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.
Section 12The 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 from membership in the Corporation, 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.
Section 14The 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 membership dues of all Sole Proprietor/Individual, Business/Corporation, Partner/Associate, and International Members shall be payable on admission to membership and thereafter annually on the anniversary date of admission to membership or on such day in each calendar year as may be determined by the Board.
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.
The Board shall determine what subjects or questions should be considered and acted upon by the Chamber and shall determine the agenda to be submitted to each Annual or Special Meeting.
A Business/Corporate Member may submit a proposal to discuss any matter at an Annual Meeting, if received by the President no later than ninety (90) days but no earlier than one-hundred and fifty (150) days prior to the anniversary date of the previous Annual Meeting.
Section 17Each 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. Any special meeting of Members shall be held at such time and place as determined by the directors, from time to time in their discretion.
Section 18If 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.
If the directors or Members call a meeting of Members pursuant to the Act, those directors or Members may determine that the meeting shall be held entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
Section 19Subject 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 of Members and/or entitled to vote at a meeting of Members, 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.
If no record date is fixed, the record date shall be at the close of business on the day immediately preceding the day on which the notice is given, or if no notice is given, the day on which the meeting is held.
Section 20A notice stating the day, hour and place of meeting and, if special business is to be transacted thereat, stating (i) the nature of that business in sufficient detail to permit the Member to form a reasonable judgment thereon, and (ii) the text of any resolution to be submitted to the meeting, shall be sent to each Member entitled to vote at the meeting, to each director of the Corporation 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, or as may be prescribed in the Act, and shall be addressed to the latest address of each such person as shown in the records of the Corporation.
A meeting of Members may be held without notice if all persons entitled to notice are present or represented by proxy, or if all such persons waive notice of the meeting.
Section 21The 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 at a meeting of Members, the Corporate Members present shall choose the President or a director as chair of the meeting, and if neither is present or if they all decline, the Corporate Members present shall choose one of their number to be chair.
Section 22Unless 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 in person or by proxy to vote at meetings of Members if such Member is in default in the payment of membership fees or dues.
Section 23Any Member with a right to vote at a meeting of Members may by means of a proxy appoint a proxyholder, who shall be an accredited delegate of another Member with a right to vote at such meeting and on such issue, to attend and act at such meeting of the Members in the manner and to the extent authorized by the proxy. 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.
A form of proxy shall be a written or printed form that complies with the Act and becomes a proxy on completion by or on behalf of a Member and execution by the Member or such Member's accredited delegate or attorney authorized in writing. A proxy is valid only at the meeting in respect of which it is given or at any adjournment thereof.
A Member may revoke a proxy by depositing an instrument in writing at the registered office of the Corporation up to and including the last Business Day preceding the day of the meeting, or with the chair on the day of the meeting, or in any other manner permitted by law.
Section 24The chair may with the consent of the meeting adjourn any meeting of Members to a fixed time and place. If adjourned for less than thirty-one (31) days, no notice of the adjourned meeting need be given other than by announcement. If adjourned for an aggregate of thirty-one (31) days or more, notice of the adjourned meeting shall be given as for an original meeting.
Section 25A 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.
If a quorum is not present at the opening of a meeting of Members, the Members present may adjourn the meeting to a fixed time and place but may not transact any other business.
Section 26The 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.
The directors shall manage, or supervise the management of, the activities and affairs of the Corporation and may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation and are not by the Act, the by-laws, a unanimous member agreement or by statute expressly directed or required to be done in some other manner.
Section 28Every director and officer of the Corporation exercising their powers and discharging their duties shall:
Every director and officer of the Corporation shall comply with the Act, the Corporation's articles, by-laws and any unanimous member agreement. Every director of the Corporation shall verify the lawfulness of the articles and the purpose of the Corporation.
The Chair shall preside at all meetings of the Board and shall be an ex-officio member of all other committees. The Vice Chair generally shall assist the Chair and, in the absence of the Chair, the Vice-Chair shall preside at meetings and otherwise perform the duties of the Chair.
Section 29A slate of nominees for director delivered by the Nominating and Governance Committee in respect of an Annual Meeting shall be proposed based on the Board Skills Matrix such that the nominees for directors and the continuing directors collectively consist of:
In order to be eligible to serve as a director, an individual must be a Business/Corporate member and must provide their consent to electronic meetings of the Board as provided for in Section 44 of this by-law.
Section 31Each 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, in which case time spent in such role shall not be counted toward the total term limit. An individual may serve a maximum of two (2) one-year terms as Vice-Chair, one (1) three-year term as Chair, and four (4) one-year terms as Treasurer. The Treasurer term limit is effective as of the Annual Meeting in 2026; prior service does not count toward this limitation.
After serving six (6) consecutive years on the Board, a director shall not be eligible for re-election until at least one (1) year has elapsed without holding office.
Section 32A director ceases to hold office if such director:
Notwithstanding any vacancy, the remaining directors may exercise all powers so long as a quorum remains in office.
Section 34Corporate Members may by resolution at a Special Meeting remove any director before the expiration of such director's term of office and may, by at least two-thirds (2/3) of the votes cast at the meeting, elect any person in such director's stead for the remainder of such director's term.
Any director who fails to meet the attendance standards mandated by the governance policies of the Corporation shall be deemed to have resigned, unless otherwise determined by majority vote of the other directors. A director may also be deemed to have resigned if they fail to adhere to governance policies within ten (10) days after written notification from the Board.
Section 35An act of a director or officer is valid notwithstanding an irregularity in their election or appointment or a defect in their qualification.
Section 36The 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.
Section 37The directors may appoint such agents and engage such employees as they shall deem necessary from time to time and such people shall have such authority and shall perform such duties as shall be prescribed by the directors at the time of such appointment. The remuneration of all agents and employees shall, subject to the other provisions of the by-laws, be fixed by the directors by resolution.
Section 38The directors may prescribe such rules and regulations not inconsistent with the by-laws relating to the management and operation of the Corporation and other matters provided for in the by-laws as they may deem expedient.
Section 39The 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 or meeting of any committee of the Board, but shall have no voting authority. The Board may from time to time designate any number of non-voting advisors and permit such individuals to attend meetings of the Board or meetings of any committee of the Board as the Board sees fit.
Meetings of directors and of any committee of directors may be held at any place, as agreed by the directors.
Section 41A meeting of directors may be convened by the Chair, the President or by written request of any two (2) directors at any time and the Secretary shall upon direction of any of the foregoing convene a meeting of directors. There shall be at least four (4) meetings of directors in each calendar year.
Section 42Notice 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; provided that meetings of the directors or of any committee of directors may be held at any time without formal notice if all the directors are present or if all the absent directors have waived notice.
Section 43Notice of any meeting of directors or of any committee of directors or any irregularity in any meeting or in the notice thereof may be waived in any manner by any director, and such waiver may be validly given either before or after the meeting to which such waiver relates. Attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
Section 44Where a majority of the directors of the Corporation present at a meeting of directors or of any committee of directors consent thereto, a director may participate in such meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A director participating in a meeting by such means shall be deemed to be present at that meeting and shall be entitled to vote as though they were in attendance in person.
Section 45A majority of the directors then in office shall constitute a quorum at meetings of directors. Questions arising at any meeting of directors, including the passage of a resolution, shall be decided by a majority of votes. In case of equality of votes, the chair of the meeting shall not have a second or casting vote in addition to the chair's original vote as a director, and the issue being voted on shall not pass.
Section 46Any 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. No notice of the time and place for the holding of the adjourned meeting need be given to any director if the time and place of the adjourned meeting is announced at the original meeting.
Section 47A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors. Such resolution may be signed in counterparts.
Section 48Subject to Section 39 of these by-laws, the Board may admit to the deliberations at a meeting of directors or committee of directors any person, but such person may only speak upon the invitation of the Chair. Only directors may vote or introduce or second motions at a meeting of directors.
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. If no such officer is present at any meeting of directors, the directors present shall choose one of their number to be chair of the meeting.
The Board may submit, at its discretion, any policy question by referendum to the Corporation Members. This shall be done by sending the referendum proposal, together with adequate information and a ballot, to all Corporate 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 by the Board. In case of urgency, any policy matter may be submitted and voted upon by electronic means or courier, in which event a period of five (5) Business Days shall be given for voting by Corporate Members.
Unless otherwise provided in the by-laws, approval of a proposed policy requires that two-thirds (2/3) of the votes cast must be in favour of each proposed policy. Any policy so approved shall be considered as adopted, and shall be effective as if passed at an Annual Meeting.
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. The directors may delegate to each such committee any of the powers of the directors, except that no such committee or Standing Committee shall have the authority to:
A majority of the directors appointed to any committee shall constitute a quorum. The Board shall annually appoint the chair of each committee and each matter shall be decided by a majority of votes cast.
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 to the Corporation that are performed in any other capacity.
The directors shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate by resolution to an officer or officers of the Corporation the right to employ and pay salaries to employees.
Section 52Subject to subsections 151(3) and (4) of the Act, the Corporation shall indemnify a director, officer, former director or officer, or another individual acting in a similar capacity at the Corporation's request, against all costs, charges and expenses reasonably incurred in respect of any civil, criminal, administrative, investigative or other proceeding.
The Corporation may not indemnify an individual pursuant hereto unless the individual:
The Corporation is hereby authorized to execute agreements evidencing its indemnity in favour of the foregoing persons to the full extent permitted by law. The Corporation shall maintain sufficient liability insurance for this purpose.
The Corporate Members shall elect the Chair, Vice-Chair and Treasurer pursuant to Section 30 of this By-Law; however, the Board shall be entitled to fill any vacancy in such offices that occur between meetings of the Members.
The Board may elect the individual who most recently served as Chair to the office of Past-Chair, for a maximum term of two (2) years. If elected, the Past-Chair will be entitled to vote at meetings of the Board and shall serve as an advisor to the Board.
The officers of the Corporation shall include, where the offices are filled: the Chair, Vice-Chair, Secretary, Treasurer, President, Past-Chair and any other officer to whom authority has been delegated by the Board. No officer except the Chair and Vice-Chair need be a director. Two or more offices may be held by the same person.
Section 54All officers shall be subject to removal by resolution of the directors at any time, with or without cause, and may be replaced by appointment of the directors.
Section 55The Treasurer shall be the custodian of the funds of the Corporation, shall cause all money received to be deposited with a chartered bank selected by the Board, and shall report annually on the Corporation's financial standing. No money shall be withdrawn without the signature of the Treasurer or other person designated by the Board.
The Secretary shall attend to all notices of the Corporation and shall keep the minutes of all meetings of the Members and of the Board, and shall be responsible for keeping and filing all books, reports and documents required by law.
The President shall be appointed by the Board and shall have the functions and responsibilities delegated by the Board as described in the governance documents, as may be amended from time to time.
Section 56In case of the absence or inability of any officer, the directors may delegate all or any powers of such officer to any other officer or director. All officers shall sign such documents as require their respective signatures.
Any notice or document required to be given by the Corporation shall be delivered personally or sent by prepaid mail, courier, fax or electronic mail to the latest address of each Member, director or public accountant as shown on the records of the Corporation.
Section 58For 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 in such a manner as to permit the Members or the directors to communicate adequately.
Section 59If 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.
Section 60The signature of any director or officer of the Corporation to any notice may be written, printed or otherwise mechanically reproduced.
Section 61Where notice is required to be given under any provisions of the articles or by-laws of the Corporation, or any time period or time limit for the doing of any other act is prescribed, the notice period or such other time period or time limit 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 in the articles or the by-laws.
Section 62A certificate of any officer of the Corporation as to facts in relation to the mailing or delivery or service or other communication of any notice or other documents to any Member, director, officer or public accountant shall be conclusive evidence thereof and shall be binding on every Member, director, officer or public accountant of the Corporation.
Section 63The accidental error or omission to give notice of any meeting of the Members or the Board or any such adjourned meeting 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, by-laws or a unanimous member agreement otherwise provides, the directors may, without authorization of the Members:
The directors are authorized by resolution to appoint any banks or trust companies in Canada, the United States or elsewhere as bankers to the Corporation, and to borrow money and obtain advances upon the credit of the Corporation on such terms as they deem proper.
Section 66All 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 person or persons, whether or not officers of the Corporation, and in such manner 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 and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality.
The term "contracts, documents or instruments in writing" includes deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, powers of attorney, agreements, releases, receipts, discharges and all paper writings.
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 provided that the directors shall immediately fill any vacancy in the office of public accountant. The remuneration of the public accountant shall be fixed by the director. 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. Any such change shall be effective from the date of the Board resolution until the next meeting of Members where it may be confirmed, rejected or amended. If confirmed by Members it remains effective in the form confirmed. This section does not apply to amendments requiring a special resolution under subsections 197(1) or 199 of the Act, which are only effective when confirmed by Members.
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