CADS- ONTARIO 

BY-LAWS

ARTICLE I - MEMBERSHIP

Section I.

Membership is available to all interested persons on the completion of a membership application form and the payment of the annual membership fee. The total fee includes a portion for the Canadian Association for Disabled Skiing (CADS) and another amount for CADS-Ontario. The membership amount and the portion thereof distributed to CADS are to be determined annually by the Board of Directors.

Section 2.  August 31st is the membership year-end and June 30th is the financial year-end.  

Section 3.  Members must be eighteen years of age to have the right to vote.

Section 4.  Membership is not transferable.  

Section 5. A member ceases to be a member in good standing: (I) upon his or her death; (2) when the Member's period of membership expires; (3) if at a special meeting of Members, a resolution is passed to remove the Member by at least two-thirds (2/3) of the votes cast at the special meeting, provided that the Member shall be granted the opportunity to be heard at such meeting; or (4) otherwise in accordance with the By-laws of the Corporation.  

ARTICLE II - OFFICERS

Section I.

The Board of Directors shall be composed of eleven officers: a Chair, a Vice-Chair, Secretary, Treasurer, Past Chair and six members at large. Each CADS Program in Ontario will be free to nominate one non-voting representative to the Board of the Directors.

Section 2.   A program will be considered to be a CADS Program when the program is registered for insurance purposes with CADS National and adopts the policies and procedures of CADS Ontario.

Section 3.  The Chair shall be elected by the board to serve as Chair for a two-year term. The Chair will also function as the delegate to the CADS National board of directors. As needed the Chair may appoint an alternate delegate to the CADS National Board.

Section 4.  The Directors form the duties described in the parliamentary authority and these by-laws.

Section 5.  The Directors shall be elected at the annual general meeting to serve a two-year term. No director shall serve more than a total of eight consecutive years.

Section 6.   A director's term of office shall begin upon adjournment of the annual general meeting.  No person shall hold office if he is not a member.

Section 7.   Any director that is absent for three (3) consecutive board meetings and/or 80% of board meetings in any given year is considered to have abdicated their position, unless the member is reinstated by majority vote of the board of directors.

Section 8.   Any member in good standing wishing to propose a candidate for the Board of Directors must do so in writing to the Nominations Committee a minimum of 15 days prior to the Annual General Meeting. They must include signed written authorization from the candidate and be seconded by a member in good standing. Any member wishing to self-nominate must do so in writing to the nominations committee, and include a second from members in good standing at least 15 days prior to the Annual General Meeting.

Section 9.   The Nominations Committee shall be established each year by the board, if no committee is established the board will be deemed to be the Nominations Committee.

Section 10.  Members on the proposed slate submitted by the Nominations Committee are considered to have been proposed and seconded and have accepted their nomination.

Section 11.  Board positions will be voted on by secret ballot.

Section 12.  If a vacancy occurs for any reason among the elected Directors, such vacancy may be filled by a person elected by the Board, upon the recommendation of the Executive Committee, to serve until the next annual meeting.

Section 13. The Board shall govern and manage the affairs of CADS-Ontario and may by resolution contract on behalf of CADS Ontario and in its name and generally, may exercise all such powers and perform all such acts as the Corporation is authorized to exercise and do by the Canada Corporations Act, the letters Patent or otherwise.

Section 14.  The Secretary shall give notice of a meeting of the Board at least seven (7) days in advance of the meeting.

Section 15.  There shall be at least four (4) regular meetings of the Board per annum. Quorum for a Board Meeting shall be the majority of the members.

Section 16.  Guests may attend board meetings at the invitation of the Chair.

Section 17.  Business arising at any meeting of the Board shall be decided by a majority of votes.

Section 18.  Every Director who is in any way directly or indirectly interested in a proposed contract or transaction or in a contract or transaction with the Corporation shall declare his or her interest at a meeting of the Directors and disclose the nature and extent of such interest, which shall be noted in the minutes. If such interest arises before or at the time of consideration of a contract or transaction by the Board, the Director shall not vote on it or be present for any discussion on it.

Section 19.  The Board may from time to time establish committees, as the Board deems necessary for the operation of the Corporation. The chair of the committee may be appointed at any meeting of the Board. Committees of the board may be dissolved by resolution of the Board. The Board may appoint additional members to such committees from the general public.

ARTICLE Ill – MEETINGS

Section I.  The annual general meeting shall be held within I year of the end of the Association' s fiscal year and shall be held within Ontario. The Board shall fix the time and date of the Annual General Meeting.

Section 2.  The annual general meeting shall be for the purpose of electing officers, receiving, annual reports and conducting any other business that may arise.  

Section 3.  A special meeting of the association may be held upon the call of the Chair, Vice, Chair, motion of the majority of the board or on the written request of no less than sixty (60) members or 10% of the annual membership whichever is greater. The purpose of the meeting shall be set forth in the notice.

Section 4.  Notice of the annual meeting and special meeting shall be given to all Members by prepaid mail, facsimile transmission, or electronic transmission at least fourteen (14) days in advance of the meeting.

Section 5.  A quorum will be considered to have been achieved with the members present within a quarter of an hour of the announced start of the meeting.

Section 6.  No error or omission in giving notice of a meeting of Members may invalidate resolutions passed or proceedings taken at the meeting and any Member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken at such meeting. For the purpose of sending notices to a Member for any meeting or to send any other document or item, the address of a Member shall be his or her last address recorded on the books.  

Section 7.  The annual and special meetings shall be chaired by: (a) the Chair of the Board; (b) the Vice-chair of the' Board if the Chair is absent; (c) the Past Chair, if the Vice-Chair and Chair are absent; or, (d) if all of the aforementioned Executive Committee members are absent, then either the Secretary or Treasurer shall chair the meeting.  

Section 8.  The Chair shall have the right to vote at all meetings and shall have a second tie- breaking vote in the event of an even split in the voting.  

Section 9.  Votes at meetings of the members may be cast either personally or by proxy. A Member will be limited to one vote for each item subject to a vote at a meeting of the Members. A Member shall cast a proxy but no Member shall be allowed to cast more than one proxy vote, in addition to their own vote, for each item subject to a vote at a meeting of the Members.  

Section 10.  The Executive Committee shall be comprised of the Chair, Past Chair, Vice-Chair, Secretary and Treasurer and such other Directors as may, from time to time, be appointed to the Executive by the Executive Committee. 

Section 11. The Executive Committee shall exercise such powers as may from time to time be given to it by resolution of the Board and exercise full powers of the Board in all matters of administrative urgency, reporting every such action at the next meeting of the Board.

ARTICLE IV – PARLIAMENTARY AUTHORITY 

Section 1.  The rules contained in the modern edition of Robert's rules of order shall govern the Association in all cases where they are not inconsistent with these bylaws and any special rules of order the association may adopt.

ARTICLE V – AMENDMENT 

Section 1.  The Board may pass, repeal, amend or re-enact the By-Laws of the Corporation from time to time by a majority of the Directors at a meeting of the Board and confirmed at a general meeting of the Members duly called for that purpose. A By-law or an amendment passed by the Board, unless in the meantime it is confirmed at a general meeting of the Members of the Corporation duly called for that purpose, is effective only until the next annual meeting of the Members of the Corporation.

ARTICLE VI – INTERPRETATION 

Section 1.   In these by-laws and in all other bylaws of the Association hereafter passed unless the law requires otherwise, words importing the singular number of the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.

ARTICLE VII – DUTIES

Section 1.  Board members are bound to act in the best interest of the corporation at all times. 

Section 2.  The Chair shall: (1) preside at all meetings of the Board and executive Committee; (2) provide general leadership to the Board; (3) report to each annual meeting of the corporation concerning the management and operations of the corporation and perform such other duties as may from time to time be determined by the Board.  

Section 3.  The Vice-Chair shall have all of the powers and perform all the duties of the Chair in the absence or disability of the chair and shall perform any other duties assigned by the Chair of the Board. 

Section 4.  The Past-Chair shall have all the power and perform all the duties of the Vice-Chair in the absence or disability of the Vice-chair and shall perform any other duties assigned by the Chair of the Board.  

Section 5.  The Treasurer shall: (1) cause to be kept proper books of accounts and accounting records of the Corporation in compliance with the Canada Corporations Act or otherwise by law; (2) submit a financial report at each regular meeting of the Board I and annual general meeting, indicating the financial position of the Corporation at the close of the preceding period (3) perform such other duties as may from time to time be determined by the Board. 

Section 6.  The Secretary shall cause to be kept; (1) a record of the minutes of all board and committee meetings; (2) all minutes books, documents and registers of the Corporation required to be kept in accordance with the provisions of the Corporations Act; (3) copies of all testamentary documents and trust instruments by which benefits are given, bequeathed or devised to or to the use of the corporation and perform such other duties as the Board may direct.  

ARTICLE VIII – ADMINISTRATIVE MATTERS

Section 1. The board shall have power from time to time by resolution to appoint any other person or persons on behalf of the Corporation either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing.            

Section 2.  The Corporation may at any time accept any donations made in support of the Corporation. 

Section 3.  The Corporation, with Board approval, may from time to time: (a) subject to any provision in any relevant legislation, sell or pledge securities of the Corporation (b) subject to any provision in any relevant legislation, charge, mortgage, hypothecate, or pledge all or any of the real or personal property of the Corporation, including book debts and rights, powers, franchises and undertakings to secure any securities or any many borrowed or other debt or any other obligation or liability of the corporation.

In witness whereof we have hereunto set our hands at Toronto, Ontario this 10th day of November, 2004.  

Signed: 

Ian McArdle, President 

Dave Smith, Vice President 

David Temple, Secretary