Revised:
February 1995
October 2002
November 2005
(Housekeeping)
March 2009
(Housekeeping)
1.NAME
The Organization shall be known as:
“ParaSport Ontario” (see Supplementary Letters Patent)
Hereinafter referred to as: “PO”
March 2009
2. PURPOSES AND OBJECTIVES
To coordinate those activities common to member sport organizations for the physically disabled on matters pertaining to membership development, administration, promotion, technical development and participation in Regional, Provincial and National competitions.
2.1 To plan, promote and coordinate events and activities in order to stimulate the further development of sports programs for amputee, blind, cerebral palsy and wheelchair persons.
2.2 To communicate and coordinate with sport governing bodies and associations regarding programs and events which will increase opportunity for amputee, blind, cerebral palsy and wheelchair persons to participate in sporting meets and programs.
2.3 To form and stimulate understanding and favorable public opinion of disabled athletes and the need for proper and better facilities for the practice of all sports for the physically disabled.
2.4 To provide appropriate assistance and information to individuals and organizations working for the development of sports programs and events for the physically disabled.
2.5 To coordinate, plan, solicit and administer funds for
the foregoing objects.
3. JURISDICTION
3.1 The jurisdiction of PO shall be the Province of Ontario in Canada.
3.2 PO shall be carried on without purpose of gain for any individuals, and any profits or other accretions to PO shall be used in promoting its objectives.
4. DISSOLUTION
4.1 PO may be dissolved and an end brought to its existence by the unanimous decision of the Board of Directors.
4.2 Final dissolution may not take place until all obligations and debts of PO have been settled in full.
4.3 If, upon dissolution of PO, and after the satisfaction of all obligations and debts, there remains any property and/or funds whatsoever, such property and/or funds shall be divided equally and given to the ‘A’ member Provincial Sport Organizations.
5. MEMBERSHIP
5.1 PO will welcome to membership any sports organizations providing programs and services for athletes with physical disabilities or individuals working in the sport for the physically disabled that meet the following criteria:
November 2005
a) Be Multi-Sport Organization (MSO) in Ontario, recognized by the provincial government as being responsible for fostering and development of participation in a sport or in sports by a described group.
November 2005
b) Abide by the Constitution and By-laws of PO.
c) Be able to fulfill the responsibilities of membership and pay the necessary fees.
d) Be an individual member serving as a Vice President on the Board of Directors.
5.2 Membership will be comprised of the following classes with the underlying requirement that voting control shall always rest with the ‘A’ members.
‘A’ MEMBERS
Those recognized to be the Multi-Sport Organization responsible for specific disability groups or sport activities for athletes with physical disabilities.
‘B’ MEMBERS
Those individuals currently serving on the Board of Directors as Chairpersons or Vice Presidents, excluding those Directors appointed by the MSOs, for the purpose of representing the MSO (‘A’ Members).
‘C’ MEMBERS
Any registered individual or club member of an ‘A’ member organization shall be granted ‘C’ membership status.
5.3 VOTING
Each ‘A’ and ‘B’ member shall have one vote, with the exception of the Chairperson, who may vote only to break
a tie.
5.4 DUES
Dues for membership shall be set annually by the Board of
Directors, and shall apply to ‘A’ members only.
5.5 APPLICATION FOR MEMBERSHIP
Application for ‘A’ membership shall be accompanied with a complete and detailed description of the Organization, its structure, its mandate and its programs. It shall also be accompanied by the most recent audited financial statement. Membership must be voted on by the existing ‘A’ and ‘B’ members, and is not automatically given as a result of application.
‘B’ members must be appointed by the existing Board of Directors.
‘C’ members must be registered members in good standing of an ‘A’ member organization.
5.6 TERMINATION AND SUSPENSION
Any member may withdraw from PO by delivering a written resignation to the Board of Directors. Continued membership requires adherence to the Constitution and By-laws of PO and any failure in this respect may be liable to either suspension or termination of membership.
5.7 USE OF NAME AND LOGO
The membership shall not use the name ‘ParaSport Ontario’ or the PO logo for their individual use, or for the personal use of its members for any reason whatsoever.
6. MEETINGS
6.1 ANNUAL GENERAL MEETING
The Annual General Meeting of PO will be held once per fiscal year, at a location to be chosen by the Board of Directors. Notice of all such meetings must be forwarded by first class mail at least thirty (30) days in advance of the meeting date.
6.2 At every Annual General Meeting, the report of the directors and audited financial statement will be presented. The members may also consider and transact any other business, whether general or specific, with at least 30 days written notice.
February 1995
6.3 SPECIAL MEETINGS
a) Special meetings may be called for good reason by the Chairman or at the request of three (3) ‘A’ or ‘B’ members in good standing.
b) Special meetings of the Board of Directors must be conducted by the Chairman at the request of three (3) members of the Board of Directors.
c) Discussions at special meetings will be limited to the subject matter requiring the calling of such a special meeting. No other items shall be added to the agenda.
6.4 NOTICE
No public notice or advertisement of members meeting, either annual or special, shall be required, but notice of the time and place of every annual meeting shall be given to each ‘A’ and ‘B’ member by first class mail at least thirty (30) days in advance, and notice of time and place of every special meeting shall be given to each ‘A’ and ‘B’ member by telephone, fax or e-mail, not less than seven (7) days before the meetings take place.
6.5 QUORUM
Members representing not less than fifty (50) percent of current ‘A’ and ‘B’ members.
6.6 VOTING
At all meetings of the members of the Board of Directors, every question shall be decided by a majority of votes cast, unless otherwise specifically provided by the By-laws of the Canada Corporation’s Act or the Constitution and By-laws of PO. The Chairman may only vote in the event of a tie vote and shall represent the deciding vote. Proxy voting is only permissible in the case of an ‘A’ member organization being represented in person by an alternative member of the organization.
7. BOARD OF DIRECTORS
7.1The affairs of PO shall be managed by a Board of Directors (hereinafter sometimes called the ‘Board’) appointed in accordance with By-law 7.2.
7.2 APPOINTMENT OF BOARD MEMBERS
a) Each type ‘A’ board member shall be appointed to the Board by the Multi-Sport Organization ( the type ‘A’ organization ). An associate representative will also be appointed, and will only vote when the primary appointee is sent. Duration of term shall be unlimited, subject to replacement by the type ‘A’ organization.
b) Each type ‘B’ board member (including the Chairman) shall be elected to the Board by a majority vote of the entire Board. Duration of term shall be two (2) years; number of terms shall be unlimited.
c)Type ‘C’ members shall not hold Board positions unless specifically appointed to duties by the Board. This appointee would not be allowed voting privileges.
7.3 Directors and officers shall receive no remuneration for acting in their positions, but they may receive payment of their expenses at the discretion of the Board.
7.4 Vacancies on the Board may be filled in accordance with the procedures set out in subsection 7.2.
7.5 A director shall cease to hold office in any of the following events:
a) upon written resignation
b) if he/she becomes of unsound mind
c) on death
d) type ‘B’ member may be removed from office by a majority vote of the entire Board
e) if the member ( ‘A’ or ‘B’ ) fails to adhere to the Constitution and By-laws of PO and is removed by a majority vote of the entire Board.
7.6 Every Director or Officer of the Organization or other person who has undertaken, or is about to undertake, any executors, administrators and estate and effects respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the federation from and against:
a) all costs, charges and expenses whatsoever which such Director, Officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, execution of the duties of his office or in respect of any such liability;
b) all other costs, charges and expenses which he sustains or incurs in or about in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.
7.7 QUALIFICATION
Each of the Directors must be a member of PO or of an ‘A’ member, either at the time of election or by appointment and must be registered with PO within ten (10) days thereafter.
No person shall be qualified to be a Director of PO if:
A) Less than 18 years of age;
B) Of unsound mind and has been so found by a Court in Canada or elsewhere;
C) The person has a status of bankrupt;
D) The person has been deemed a member NOT in good standing by an ‘A’ member Board of Directors or PO Board of Directors within the past 15 years.
Directors appointed by the MSOs for the purpose of representing the MSO on the PO Board of Directors, must be a registered member in GOOD standing, as seen by the appointing and the PO Board of Directors.
February 1995
November 2005
7.8 Executive Committee
The Executive Committee (EC) shall consist of the ‘B’ Members of the Board.
November 2005
8. MEETINGS OF DIRECTORS
8.1 A quorum at board meetings requires no less than fifty (50) percent of all Board members present, in person.
8.2 Meetings shall be held at the discretion of the Chairperson or at the request of three (3) board members. Executive Committee meetings will be held prior to Board meetings at the call of the Chair.
November 2005
8.3 Notice of meetings shall be delivered, telephoned, faxed or e-mailed to each director not less than fourteen (14) days before the meeting.
November 2005
8.4 Questions arising at a meeting shall be decided by a majority of votes cast. The Chairman may vote only in the event of a tie vote and shall represent the deciding vote. A declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes shall be prima facie proof of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution, unless specifically requested by a member that his vote be recorded.
9. POWER OF DIRECTORS
9.1 The directors of PO may administer the affairs of PO in all things and make or cause to be made for PO and in its name any kind of contract which may lawfully enter into and generally may exercise all such powers and do all such other acts and things as PO is authorized to exercise and do.
9.2 Without in any way derogating from the foregoing, and in addition to any other powers which they may possess under the By-laws or otherwise, the directors are expressly empowered, from time to time.
a) To take such steps as they may deem requisite to enable PO to receive donations and benefits for the purpose of furthering the objects and purposes of PO;
b) To make expenditures for the purpose of furthering the objects and purposes of PO;
c) To purchase, lease or otherwise acquire, alienate sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property, moveable or immovable, real or personal, or any right or interest therein owned by PO for such consideration and upon such terms and conditions as they may deem advisable;
d) To enter into a trust agreement or agreements with a trust company or other trustees as they may deem fit for the purpose of creating a trust fund or funds of which the capital and income may be made available for the furtherance of all or any of the purposes and objects of PO in accordance with such terms and conditions as they may prescribe;
e)To appoint at their discretion such committee or committees to be designated by such name or names as they may decide, the members of which need not be directors;
f) To appoint such number of persons as they see fit as Patrons of PO as to solicit from such persons such support of or assistance to PO as the directors may determine.
9.3 One of the major responsibilities of the Board of Directors is to set priorities for actions of the paid personnel not less than every twelve (12) months at which time the paid personnel should be assessed a performance evaluation which shall become part of the minutes of the next Board of Directors meeting.
9.4Create and annually update a three (3) year plan of activity designed to accomplish the goals and objectives of PO.
10. LIABILITY OF DIRECTORS
10.1 Standards of care, etc., of directors: Every director and officer of a corporation shall exercise the powers and
discharge the duties of his office honestly, in good faith and in the best interests of the corporation and in connection therewith shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
10.2 Validity of acts of directors and officers: An act done by a director or by an officer is not invalid by reason only of any defect that is thereafter discovered in his appointment, election or qualification.
10.3 Liability of directors and officers: Those directors and
officers of a corporation who authorize or consent to a loan in contravention of clause 9.2c or the giving, directly or indirectly by means of a loan, guarantee, the provision of security or otherwise, any financial assistance in contravention of clause 9.2c are jointly and severally liable to the corporation and to its creditors for any actual loss to the corporation arising out of the contravention, together with interest at the rate of 6 percent a year.
10.4 (1) Indemnification of directors: Subject to
subsection (2), the by-laws of a corporation may provide that every director and officer of the corporation and his heirs, executors, administrators and other legal personal representatives may from time to time be indemnified and saved harmless by the corporation from and against,
a) any liability and all costs, charges and expenses that he
sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against him for or in respect of anything done or permitted by him in respect of the execution of the duties of his office; and
b) all other costs, charges and expenses that he sustains or
incurs in respect of the affairs of the corporation.
(2) Idem: No director or officer of a corporation shall
be indemnified by the corporation in respect of any liability, costs, charges or expenses that he sustains or incurs in or about any action, suit or other proceeding as a result of which he is adjudged to be in breach of any duty or responsibility imposed upon him under this Act or under any other statute unless, in an action brought against him in his capacity as director or officer, he has achieved complete or substantial success as a defendant.
(3) Insurance: A corporation may purchase and maintain insurance for the benefit of a director or officer thereof, except insurance against a liability, cost, charge or expense of the director or officer incurred as a result of a contravention.
11. AUDITORS
11.1 The Board shall appoint an auditor to audit the accounts of PO once per fiscal year.
12. FINANCIAL YEAR
12.1 Unless otherwise determined by resolution of the Board,
the financial year of the Organization shall terminate on the 31st day of December each year, commencing with the year 1987.
13. EXECUTION OF DOCUMENTS AND CHEQUES
13.1 All cheques, bills of exchange or other orders for payment of money, notes or other evidences of indebtedness issued in the name of PO, shall be signed by the signing authority as determined from time to time by the Board of Directors.
14. AMENDING BY-LAWS
14.1 By-laws of PO may be enacted, repealed or amended by a majority vote of the entire Board, at a meeting called for the purpose of considering the said By-law.
15. INTERPRETATION
15.1 In this and all other By-laws of the federation, unless the context otherwise requires, words importing the singular number only shall include the plural and vice-versa; words importing the masculine gender shall include the feminine and neuter gender; words importing persons shall include companies, corporations, partnerships and any number of aggregate of persons; “Board” shall mean the Board of Directors of PO; PO shall mean ParaSport Ontario; and “letters patent” shall include Supplementary Letters Patent.