New By-Law

Following the approval of the London Chamber of Commerce’s new Strategic Plan, the Chamber’s Board of Directors formed a Governance Task Force to review the by-laws and Policies of the organization. The goal was not only to streamline and modernize our by-laws, but also to better align them with the mission, vision and values of the Chamber. The Task Force proposed that the existing by-law not simply be amended, but be re-stated.

The Board submitted the new by-law to Members of the Chamber for their approval at the Annual General Meeting on October 13, 2022. 

The significant changes to the existing by-law include: 

• Membership - Each Member will have only one voting representative. Having one voting representative per organization supports equity and diversity in hearing the voices of members.
• Conflict of Interest - An article regarding Conflict of Interest has been added in alignment with current best principles. 
• Processes - The existing by-law also included very specific provisions on certain processes that are more properly dealt with in policies which the Board may review and adapt to changing circumstances. For example, processes related to the membership approval process, the nominations process and audit review will be dealt with in policies.
• Committees - The section on Committees has been removed. Rather than being dealt with in by-laws, it is best practice that the Board of Directors be free from time to time and under such circumstances as may occur, be free to strike ad hoc or standing Committees, as well as Task Forces. The Governance Task Force and its Consultant will make recommendations to the Board for an appropriate committee structure after approval of the by-law. The appropriate Terms of Reference will be put in place.
• The Nomination Process - Individual wishing to serve on the Board will no longer require the signature of 20 members. This provides greater equity to all members.
• Appointment to other Board of Directors - This section has been removed and will be dealt with as a matter of written policy.
• Board Size - Under the existing by-law, the size of the Board is set at 21. Recent best practice tells us that smaller boards with robust committee structures are more effective and by far the norm. The by-law sets the size of the Board at between 11 and 15 members.
• Term of Directors - Currently, directors are elected for one two-year term and are eligible for re-election to a second two- year term. The by-law will allow for one three-year term followed by a potential second three-year term
• The Executive - The existence of an Executive is a relatively common practice throughout the corporate world. However, in recent years best practices increasingly point to the removal of executive structures. This supports better and more inclusive decision-making and enhances engagement. Thus, the by-law removes the Executive and replaces that structure with officers elected by the Board.
• Officers - In place of the Executive, the Board, immediately following the election of the Board of Directors and the Meeting, will elect a slate of Officers from among its number. The Officers of the Chamber will be: Chair, Vice Chair, Treasurer and Secretary.
• Meetings - The existing by-law requires 10 meetings a year for the Board. This places an extremely heavy burden upon the volunteers as well as the staff of the Chamber. The by-law proposes a minimum of 4 meetings annually. This is in accordance with best practices and affords the Board greater flexibility of when to meet.