Maintaining a board of trade

Boards of trade under the Boards of Trade Act (BOTA) have obligations to fulfill each year. This is a general overview of the activities that must be undertaken every year to maintain a board of trade in good standing and ensure that its legal status remains “active”.

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Filing an annual summary

The annual summary is not an income tax return. It is a BOTA requirement that is entirely separate from any filing obligations you have with the Canada Revenue Agency.

The annual summary must be filed between March 31 and June 1 of each year if the board of trade's legal status is “active”. Having an “active” status means that the board has not been dissolved. You can find the status of a board of trade by using Search for a federal corporation.

The annual summary must contain information on the board of trade as of March 31 of the year of filing.

Corporations Canada sends a reminder notice when an annual summary is due to be filed. If an annual summary is filed before March 31, it is not accepted.

Filing the annual summary with Corporations Canada is free. The Form - Annual Summary - Boards of Trade Act must be completed and sent to Corporations Canada (see How do I file my application under the Boards of Trade Act?).

Members’ meetings

The BOTA requires quarterly members’ meetings to take place so that members can meet and discuss topics of interest to them and the functioning of the board.

One of the quarterly members’ meetings of the year is sometimes called the annual general meeting of the board and designated as such in the by-laws. At the annual general meeting, members typically:

  • elect the President, Vice-President, Secretary and at least 8 other Directors on the Council
  • appoint auditors for the board of trade
  • adopt the annual report presented by the President of the board of trade
  • adopt the annual financial statements and auditor’s report of the board of trade
  • adopt the annual report of the Treasurer of the board of trade (if a Treasurer has been appointed)
  • adopt changes to the board’s name, district or a resolution dissolving the board of trade and authorize the Council to apply for these changes with Corporations Canada
  • adopt any changes to the board’s by-laws proposed by the Council or a member.

The Secretary is required to send a notice of all members’ meetings to the members in accordance with the rules in the board’s by-laws. Meetings are to be held within the district of the board, often at the head office.

Council of the board of trade

The Council of the board of trade consists of the President, Vice-President, Secretary and at least 8 other members. Sometimes, the Council of the board is referred to as the board of directors. The President, Vice-President and Secretary/Treasurer are referred to as officers who are also members of the Council or board of directors.

Council officers and members are elected at the annual general meeting each year and remain in office until the next annual general meeting, unless they resign or are removed from office in accordance with the by-laws. If the Council is not elected at the annual general meeting in a specific year, elections should take place at the next quarterly meeting.

The Council of the board of trade sets the general direction of the board while officers are responsible for its overall administration and day-to-day management. The Council and officers must act in accordance with the BOTA and the board of trade’s by-laws.

The council:

  • meets regularly to carry out business as assigned to the Council by the members, the BOTA or the by-laws
  • represents the board of trade
  • creates committees and appoints members
  • proposes changes to the by-laws to the members.

The President and Vice-President (as the President’s replacement):

  • is the official representative of the board, and signs all papers and documents on behalf of the board
  • calls the meetings of the Council and chairs them
  • countersigns the records of meetings proceedings and minutes of the Council.

The Secretary/Treasurer of the Council:

  • sends all notices and convenes members’ and Council meetings
  • maintains records of meeting proceedings of the Council and makes them available for consultation to all members
  • administers the finances of the board of trade, keeps accounts of all receipts and disbursements, and reports on these to the Council and members
  • presents an annual budget at the annual general meeting
  • keeps the official seal of the board of trade, and countersigns all minutes and outgoing documents signed by the President.

Financial statements

Each year, a board of trade must prepare financial statements and have them audited.

A copy of the annual financial statements and auditor’s report must be presented to members at the annual general meeting. They should also be made available for viewing to members at the registered office of the board of trade. Members should also be able to request a copy free of charge.

Changes to the by-laws, name or district of the board of trade

To obtain more information on how to change the board’s by-laws, see Board of trade by-laws.  For information on changing a board’s name or its district, see Changing a board of trade.

Dissolution

The BOTA allows for a board of trade that has ceased to operate (that is, it no longer carries on activities) to apply for dissolution. Dissolution is the legal termination of a board of trade. For more information on how to dissolve a board of trade, see Dissolution of a board of trade.

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