By-law builder: boards of trade

In this By-Law and in all other By-Laws of the Board of Trade, unless the context otherwise requires:

"Act" means the Boards of Trade Act (R.S.C., 1985, c. B-6) and any statute that may be substituted, as amended from time to time;

"By-Laws" means this By-Law and any other by-law of the Board of Trade as amended and which are, from time to time, in force and effect;

"Certificate of Formation" means the certificate of formation certified by the Minister evidencing the existence of the Board of Trade;

"Committee Member" means a member of any committee or other advisory body of the Council;

"Council" means the Council of the Board of Trade, as defined in the Act and as more particularly set-out in these By-Laws;

"Director" means a member of the Council and, for further certainty, includes the President, Vice-President and Secretary elected in accordance with the Act;

"District" means the area within and for which the Board of Trade was established as set out in the Board of Trade's Certificate of Formation or as defined by the Governor in Council, and includes any change in district that may be approved by the Governor in Council from time to time;

"Meeting of Members" includes a Quarterly Meeting, Annual General Meeting, special general meeting or other general meeting of Members of the Board of Trade;

"Member" means an individual or organization that has been accepted as a Member of the Board of Trade in accordance with the Act and these By-Laws;

"Minister" means the federal Cabinet Minister who is responsible for the administration of the Act;

"Officer" or "Officers" means the President, Vice-President, Secretary, Treasurer and any one or more other persons, respectively, who have been appointed as officers of the Board of Trade in accordance with the By-Laws;

"Ordinary Resolution" means a resolution passed by a majority of the votes cast on that resolution;

"Quarterly Meetings" means the four (4) quarterly Meetings of Members in a calendar year that are required by the Act, each a "Quarterly Meeting";

"Special Resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution;

In the interpretation of this By-Law, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.

Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.

The Board of Trade may have a corporate seal in the form approved from time to time by the Council. If a corporate seal is approved by the Council, the Secretary shall be the custodian of the corporate seal.

The seal, an impression of which is stamped in the margin of this document, shall be the seal of the Board of Trade. The Secretary of the Board of Trade shall be the custodian of the corporate seal.

The Council may, without authorization of the Members,

• borrow money on the credit of the Board of Trade;
• issue, reissue, sell, pledge or hypothecate debt obligations of the Board of Trade;
• give a guarantee on behalf of the Board of Trade; and
• mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Board of Trade, owned or subsequently acquired, to secure any debt obligation of the Board of Trade.

If authorized by a resolution which is duly adopted by the Council and confirmed by ordinary resolution of the Members, the Council may from time to time:

• borrow money on the credit of the Board of Trade;
• issue, reissue, sell, pledge or hypothecate debt obligations of the Board of Trade;
• give a guarantee on behalf of the Board of Trade; and
• mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Board of Trade, owned or subsequently acquired, to secure any debt obligation of the Board of Trade.

Any such resolution may provide for the delegation of such powers by the Council to such officers or Members of Council to such extent and in such manner as may be set out in the by-law.

Nothing herein limits or restricts the borrowing of money by the Board of Trade, bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Board of Trade.

Membership in the Board of Trade shall be available only to:

• an individual who is a resident in the District and who is or has been a merchant, broker, trader, mechanic, manufacturer, manager of a bank or insurance agent, or carrying on business in the District; or
• an individual who is not referred to above, but is recommended by the Council for membership in the Board of Trade at any Meeting of the Members.

Membership in the Board of Trade shall bea vailable only to:

• an individual who is a resident in the District and who is or has been a merchant, broker, trader, mechanic, manufacturer, manager of a bank or insurance agent, or carrying on business in the District;
• a society, body corporate or organization who is carrying on business in the district; or
• an individual, society, body corporate or organization who is not referred to above, but is recommended by the Council for membership in the Board of Trade at any Meeting of the Members.

Membership in the Board of Trade shall be available only to:

• an individual, whether resident in the District or not, who is directly or indirectly engaged or interested in trade, commerce or the economic and social welfare of the District; or
• an individual who is not referred to above, but is recommended by the Council for membership in the Board of Trade at any Meeting of the Members.

Membership in the Board of Trade shall be available only to:

• an individual, whether resident in the District or not, who is directly or indirectly engaged or interested in trade, commerce or the economic and social welfare of the District;
• a society, body corporate or organization who is directly or indirectly engaged or interested in trade, commerce or the economic and social welfare of the District; or
• an individual, society, body corporate or organization who is not referred to above, but is recommended by the Council for membership in the Board of Trade at any Meeting of the Members.

A membership in the Board of Trade is terminated when:

• the Member dies;
• the Member retires or resigns by providing ten (10) days written notice of such resignation to the Secretary of the Board of Trade and satisfying any lawful liability outstanding against such Member on the books of the Board of Trade at the time of such written notice;
• the Member is expelled in accordance with any section on discipline of Members of this By-Law or is otherwise terminated in accordance with the Act or By-Laws.

A membership in the Board of Trade is terminated when:

• the Member dies, or, in the case of a Member that is an organization or a corporation, the organization is disbanded or the corporation is dissolved;
• a Member fails to maintain any qualifications for membership described in the section on membership conditions of this By-law;
• the Member retires or resigns by providing ten (10) days written notice of such resignation to the Secretary of the Board of Trade and satisfying any lawful liability outstanding against such Member on the books of the Board of Trade at the time of such written notice; and
• the Member is expelled in accordance with any section on discipline of Members of this By-law or is otherwise terminated in accordance with the Act or By-laws.

The Council shall have authority to suspend or expel any Member from the Board of Trade for any one or more of the following grounds:

• violating any provision of the Certificate of Formation, By-Laws, or written policies of the Board of Trade;
• carrying out any conduct which may be detrimental to the Board of Trade as determined by the Council in its sole discretion;
• for any other reason that the Council in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Board of Trade.

In the event that the Council determines that a Member should be expelled or suspended from membership in the Board of Trade, the President, or such other Officer as may be designated by the Council, 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 President, or such other Officer as may be designated by the Council, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the President, the President, or such other Officer as may be designated by the Council, may proceed to notify the Member that the Member is suspended or expelled from membership in the Board of Trade. If written submissions are received in accordance with this provision, the Council will consider such submissions in arriving at a final decision and shall notify the Member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The Council's decision shall be final and binding on the Member, without any further right of appeal.

• The election of the President, Vice-President, Secretary and at least 8 other Directors of the Council;
• The appointment of auditors of the Board of Trade;
• The annual report of the President of the Board of Trade;
• Annual financial statements and auditor's report of the Board of Trade; and
• The annual report of the Treasurer of the Board of Trade (if a Treasurer has been appointed).

Election of Directors

At the first Quarterly Meeting of Members in a calendar year, the Members shall elect the President, Vice-President, Secretary and at least 8 other Directors of the Council.

Annual report of the Treasurer of the Board of Trade (if a Treasurer has been appointed)

At the first Quarterly Meeting of Members in a calendar year, the annual report of the Treasurer of the Board of Trade (if a Treasurer has been appointed) shall be presented to Members

Annual Financial Statements

At the first Quarterly Meeting of Members after the auditor's report is provided to Council, the annual financial statements and auditor's report of the Board of Trade shall be presented to Members.

Notice of the time, date and place of a Quarterly, Annual or Special Meeting of Members shall be given to each Member during a period of ten (10) to fourteen (14) days before the day on which the meeting is to be held by publication of a notice through one newspaper or otherwise, as is thought necessary by the Council and by one (1) or more of the following options:

• by delivery personally to the Member to whom it is to be given or if delivered to such Member's address as shown in the records of the Board of Trade;
• by mail at each Member' s recorded address by prepaid ordinary or air mail; or
• if sent to each Member by telephonic, electronic or other communication facility at such Member's recorded address for that purpose.

If an electronic means is to be used, each Member receiving an electronic notice or other document must consent to such method of communication and designate an information system for the receipt of the electronic notice or other document. For each Member who has not consented, a copy of the notice or other document is to be sent to that Member.

Where the business to be considered at a Meeting of the Members is any business other than the election of directors, appointment of auditors, annual report of the President, the consideration of the financial statements and auditor's report, and the treasurer's report, the notice of meeting shall include enough information on that business so that Members may make a reasoned decision in respect of such business.

Notice of the time, date and place of a Quarterly, Annual or Special Meeting of Members shall be given to each Member during a period of ten (10) to fourteen (14) days before the day on which the meeting is to be held by publication of a notice through one newspaper or otherwise, as is thought necessary by the Council.

Where the business to be considered at a Meeting of the Members is any business other than the election of directors, appointment of auditors, annual report of the President, the consideration of the financial statements and auditor's report, and the treasurer's report, the notice of meeting shall include enough information on that business so that Members may make a reasoned decision in respect of such business.

A Member entitled to vote at a Meeting of Members may vote by mailed-in ballot if the Board of Trade has a system that:

• enables the votes to be gathered in a manner that permits their subsequent verification; and
• permits the tallied votes to be presented to the Board of Trade without it being possible for the Board of Trade to identify how each Member voted.

A Member entitled to vote at a Meeting of Members may vote by means of a telephonic, electronic or other communication facility if the Board of Trade has a system that:

• enables the votes to be gathered in a manner that permits their subsequent verification; and
• permits the tallied votes to be presented to the Board of Trade without it being possible for the Board of Trade to identify how each Member voted.

A Member entitled to vote at a Meeting of Members may vote by mailed-in ballot or by means of a telephonic, electronic or other communication facility if the Board of Trade has a system that:

• enables the votes to be gathered in a manner that permits their subsequent verification; and
• permits the tallied votes to be presented to the Board of Trade without it being possible for the Board of Trade to identify how each Member voted.

• a proxy is valid only at the Meeting of Members in respect of which it is given or at a continuation of that meeting after an adjournment;
• a Member may revoke a proxy by depositing an instrument or act in writing executed or, in Quebec, signed by the Member or by their agent or mandatary;
  1. at the registered office of the Board of Trade no later than the last business day preceding the day of the Meeting of Members, or the day of the continuation of that meeting after an adjournment of that meeting, at which the proxy is to be used; or
  2. with the chairperson of the Meeting of Members on the day of the meeting or the day of the continuation of that meeting after an adjournment of that meeting;
• a proxyholder or an alternate proxyholder has the same rights as the Member by whom they were appointed, including the right to speak at a Meeting of Members in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one Member, to vote at the meeting by way of a show of hands;
• if a form of proxy is created by a person other than the Member, the form of proxy shall:
  1. indicate, in bold-face type:
     1. the meeting at which it is to be used;
     2. that the Member may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on their behalf at the meeting; and
     3. instructions on the manner in which the Member may appoint the proxyholder;
  2. contain a designated blank space for the date of the signature;
  3. provide a means for the Member to designate some other person as proxyholder, if the form of proxy designates a person as proxyholder;
  4. provide a means for the Member to specify that the membership registered in their name is to be voted for or against each matter, or group of related matters, identified in the notice of meeting; and
  5. state that the membership represented by the proxy is to be voted , in accordance with the instructions of the Member, on any ballot that may be called for and that, if the Member specifies a choice under subparagraph (d) with respect to any matter to be acted on, the membership is to be voted accordingly;
• a form of proxy may include a statement that, when the proxy is signed, the Member confers authority with respect to matters for which a choice is not provided in accordance with paragraph (d) above only if the form of proxy states, in bold-face type, how the proxyholder is to vote the membership in respect of each matter or group of related matters;
• if a form of proxy is sent in electronic form, the requirements that certain information be set out in bold-face type are satisfied if the information in question is set out in some other manner so as to draw the addressee's attention to the information; and
• a form of proxy that, if signed, has the effect of conferring a discretionary authority in respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting must contain a specific statement to that effect.

Each Member shall be entitled to exercise one (1) vote at all Meetings of the Members. Where a Member is an organization, such Member shall designate, in the form required by the Board of Trade, an individual to exercise the vote on its behalf.

At any Meeting of the Members, a majority of the Members present are competent to do and perform all acts that either under the Act or the By-Laws are or shall be directed to be done at a Meeting of the Members. At any Meeting of Members every question shall be determined by an Ordinary Resolution, unless otherwise provided by the By-Laws or by the Act.

The Board of Trade shall be managed by the Council, which shall consist of:

• a President, Vice-President and Secretary, all of whom shall be elected from amongst the Members by the Members by Ordinary Resolution at the Annual General Meeting of the Members in each year; and
• eight (8) other Directors, all of whom shall be elected from amongst the Members by the Members by Ordinary Resolution at the Annual General Meeting of the Members in each year.

For further certainty, the President, Vice-President and Secretary are Directors within the meaning of the Act and this By-Law.

The Board of Trade shall be managed by the Council, which shall consist of:

• a President, Vice-President and Secretary, all of whom shall be elected from amongst the Members by the Members by Ordinary Resolution at the Annual General Meeting of the Members in each year; and
• A minimum of 8 and a maximum of Number of directors - enter a number other Directors, all of whom shall be elected from amongst the Members by the Members by Ordinary Resolution at the Annual General Meeting of the Members in each year.

For further certainty, the President, Vice-President and Secretary are Directors within the meaning of the Act and this By-Law.

The Board of Trade shall be managed by the Council, which shall consist of:

• a President, Vice-President and Secretary, all of whom shall be elected from amongst the Members by the Members by Ordinary Resolution at the first Quarterly Meeting of the Members in each calendar year; and
• eight (8) other Directors, all of whom shall be elected from amongst the Members by the Members by Ordinary Resolution at the first Quarterly Meeting of the Members in each year.

For further certainty, the President, Vice-President and Secretary are Directors within the meaning of the Act and this By-Law.

The Board of Trade shall be managed by the Council, which shall consist of:

• a President, Vice-President and Secretary, all of whom shall be elected from amongst the Members by the Members by Ordinary Resolution at the first Quarterly Meeting of the Members in each calendar year; and
• a minimum of 8 and a maximum of Number of directors - Enter a number other Directors, all of whom shall be elected from amongst the Members by the Members by Ordinary Resolution at the first Quarterly Meeting of the Members in each year

For further certainty, the President, Vice-President and Secretary are Directors within the meaning of the Act and this By-Law.

Directors of the Board of Trade must meet the following qualifications:

• be Members;
• Text for Qualifications of Directors

In the event that Directors are not elected at the Annual General Meeting in a calendar year:

• the Directors may be elected at any next Meeting of Members of the Board of Trade; and
• the Directors then in office shall remain in office until their successors are elected.

In the event that Directors are not elected at the first Quarterly Meeting in a calendar year:

• the Directors may be elected at any Meeting of Members of the Board of Trade; and
• the Directors then in office shall remain in office until their successors are elected.

The President and Vice-President of the Board of Trade, before starting the duties of their office, shall take and subscribe before the mayor of the city or town constituting the District, or before any justice of the peace, take an oath or affirmation in the following form:

"I swear that I will faithfully and truly perform my duty as [*] Board of Trade, and that I will, in all matters connected with the discharge of that duty, do all things, and only such things, as I truly and conscientiously believe to be adapted to promote the objects for which the board was constituted, according to the true intent and meaning of the same."

The term of office of a Director shall be automatically terminated:

• if a Director, which includes the President, Vice-President or Secretary, resigns by delivering a written resignation to the Secretary of the Board of Trade; or, where such resigning Director is the Secretary of the Board of Trade, by delivering a written resignation to the President of the Board of Trade;
• if at a Meeting of Members an Ordinary Resolution is passed by the Members present at the meeting that the Director be removed from office;
• on death of the Director; or
• if a Director is absent from meetings of the Council continuously for a period of six (6) months.

If the Director who is terminated under this provision is also the President, Vice-President and/or Secretary of the Board of Trade, such Director's term of office as the President, Vice-President or Secretary as the case may be, shall likewise be automatically terminated.

Notice of the time, date and place for the holding of a meeting of the Council shall be given in the manner provided in this By-Law to every Director of the Board of Trade during a period of ten (10) to fourteen (14) days before the day on which the meeting is to be held if sent by mail and not less than forty eight (48) hours before the day on which the meeting is to be held if sent by telephonic, electronic or other communication facilities.

Notice of a meeting shall not be necessary if all of the Directors are present, and no one objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting.

Notice of an adjourned meeting is not required if the time, date and place of the adjourned meeting is announced at the original meeting.

Unless otherwise specified by the Council which may, subject to the Act, modify, restrict or supplement such duties and powers, Officers of the Board of Trade shall have the following duties and powers associated with their positions:

• President. The President shall be the chief executive officer of the Board of Trade and shall be responsible for implementing the strategic plans and policies of the Board of Trade. The President shall, subject to the authority of the Council, have general supervision of the affairs of the Board of Trade.
• Vice-President. The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the power of the President and shall perform such other duties as shall from time to time be imposed upon him/her by the Council or the President.
• Secretary. In addition to the requirements of the Act, the Secretary shall attend and be the secretary of all meetings of the Council, Members and committees of the Council. The Secretary shall enter or cause to be entered in the Board of Trade's minute book, minutes of all proceedings at such meetings; the Secretary shall give or cause to be given, as and when instructed, notices to Members, Directors, the auditors and members of committees; the Secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Board of Trade.
• Treasurer. The Council may appoint a Treasurer. If appointed, the Treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of funds of the Board of Trade; the treasurer shall render to the Council whenever required an account of all transactions as treasurer and of the financial position of the Board of Trade; and the Treasurer shall have such other powers and duties as the Council or the President may specify.
• Other Officers. The Council may appoint such other Officers as it deems appropriate. The powers and duties of all other Officers of the Board of Trade shall be such as the terms of their engagement call for or the Council or President requires of them. The Council may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.

In the event the Council appoints a Treasurer or any other Officer of the Board of Trade, the Council may remove, whether for cause or without cause, any Officer so appointed, other than the President, Vice-President or Secretary. Unless so removed, an Officer shall hold office until the earlier of:

• the Officer's successor being elected or appointed;
• the Officer's resignation; and
• the Officer's death.

If the office of any appointed Officer of the Board of Trade (other than the President, Vice-President or Secretary) shall be or become vacant, the Directors may appoint a person to fill such vacancy.

For further certainty, this provision does not apply to the President, Vice-President or Secretary or any other member of Council who shall be governed by the sections on automatic termination of director's term in office and removal by Council.

Every Director or Officer of the Board of Trade or other person who has undertaken or is about to undertake any liability on behalf of the Board of Trade or any corporation controlled by it, and their heirs, executors and administrators, and estate and effects, respectively, shall, so long as they have acted honestly and in good faith, from time to time and at all times be indemnified and saved harmless out of the funds of the Board of Trade from and against:

1. all costs, charges and expenses which such Director, Officer or other person sustains or incurs as a result of going about their duties or in or about any action, suit or proceeding which is brought, commenced or prosecuted against such Director, Officer or other person, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by such Director, Officer or other person, in or about the execution of the duties of such Director's, Officer's or other person's office or in respect of any such liability; and
2. all other costs, charges and expenses which such Director, Officer or other person sustains or incurs in or about or in relation to the affairs of the Board of Trade, except such costs, charges or expenses as are occasioned by such Director's, Officer's or other person's own willful neglect or default.

In the event an individual requests the advance of funds in order to defend an action, claim, suit or proceeding referenced in paragraph (a) of this provision, the Council may approve such advance.

In the event that a dispute or controversy among Members, Directors, Officers, committee members, or volunteers of the Board of Trade arising out of or related to the Certificate of Formation, the By-Laws, or out of any aspect of the operations of the Board of Trade is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of the Members, directors, officers, committee members, employees or volunteers of the Board of Trade as set out in the Certificate of Formation, By-Laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:

• The dispute or controversy shall first be submitted to a panel of mediators where the one party appoints one mediator, the other party (or if applicable the Council) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
• The number of mediators may be reduced from three to one or two upon agreement of the parties.
• If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Board of Trade is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.

All costs of the mediators appointed in accordance with this provision shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this provision shall be borne by such parties as may be determined by the arbitrators.

Any notice (which term includes, without limitation, any communication or document or other information) to be given (which term includes, without limitation, sent, delivered, received or served) pursuant to the Act, the Certificate of Formation, the By-Laws or otherwise to a Member, Director, Officer or Committee Member or to the auditor shall be sufficiently given:

• if delivered personally to the person to whom it is to be given or if delivered to such person's address as shown in the records of the Board of Trade or in the case of notice to a Director to the latest address as shown in the last Annual Summary (as required by the Act) was sent by the Board of Trade to Corporations Canada;
• if mailed to such person at such person's recorded address by prepaid ordinary or air mail; or
• if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose.

A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as previously mentioned; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The Secretary may change or cause to be changed the recorded address of any Member, Director, Officer, auditor or Committee Member in accordance with any information believed by the Secretary to be reliable. The declaration by the Secretary that notice has been given pursuant to this By-Law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any Director or Officer of the Board of Trade to any notice or other document to be given by the Board of Trade may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.

A new By-law or an amendment to the By-Laws may be considered at any Meeting of the Members, provided that notice of meeting is provided to the Members in accordance with this By-Law.

Notice of a proposed new By-law or an amendment to the By-Laws must be in writing and sent to all Members with the notice of meeting at which such proposed amendment is put to the Members for approval. A copy of such notice must be duly entered in the books of the Board of Trade as a minute of the Board of Trade.

A new By-law or an amendment to the By-Laws requires approval of:

1. the Members by Ordinary Resolution at any Meeting of the Members, provided that notice of meeting is provided to the Members in accordance with this By-Law; and
2. the Minister.

After the Members have approved the new By-law or an amendment to the By-laws, they shall be sent to the Minister for approval in accordance with the rules established by the Minister for such approval.

The new By-law or by-law amendment shall not be in force or acted upon until the Minister has approved it.

Notice of a proposed new By-law or an amendment to the By-Laws must be in writing and sent to all Members with the notice of meeting at which such proposed amendment is put to the Members for approval. A copy of such notice must be duly entered in the books of the Board of Trade as a minute of the Board of Trade.