DAAC Bylaws

BY-LAWS (2019)

OF

DWARF ATHLETIC ASSOCIATION OF CANADA INC.

ARTICLE I

PURPOSE, MISSION, FOUNDING PRINCIPLES

The name of the Corporation shall be DWARF ATHLETIC ASSOCIATION OF CANADA.

1.01 Definitions

In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:

  1. Act” means the Saskatchewan Non-profit Corporations Act including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time; and or as applicable under the Income Tax Act.
  2. articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
  3. board” means the board of directors of the Corporation and “director” means a member of the board;
  4. by-law” means this by-law and any other by-laws of the Corporation as amended and which are, from time to time, in force and effect;
  5. “director” means a member of the board;
  6. Person of Short Stature or Dwarf or Little Person” means a person with dwarfism, defined as a medical or genetic condition generally resulting in an adult height of 4’10″/147cm or under, among both men and women, or as otherwise determined or defined by the board.
  7. ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
  8. “officer” means an officer of the corporation;
  9. Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and
  10. special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

1.02 Interpretation

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 in 1.01 above, words and expressions defined in the Act have the same meanings when used in these by-laws. 

  • Purpose: Why we exist.

The Dwarf Athletic Association of Canada (DAAC) purpose is to relieve conditions associated with a disability by providing athletic and recreational programs to support the physical, mental, and emotional well-being of children and adults with dwarfism.

Like other groups of disabled people, many of the barriers and obstacles faced by individuals with dwarfism are put in place by society, even before any of the potential medical complications of dwarfism are considered.  These include barriers to participating in publicly available sports activities that promote health and well-being. DAAC’s programming removes barriers and obstacles to participation by delivering sports activities whereby individuals with dwarfism can train, play, and compete in an equitable, inclusive and accessible environment.

In addition, as it is often difficult for many average height individuals to understand the challenges a person with dwarfism faces, DAAC provides a safe space through sports for individuals with dwarfism and their families with a goal of providing social rehabilitation to those who may from time to time feel isolated and marginalized by living in an average sized world.

  • Mission: What we do, and for whom.

The Dwarf Athletic Association of Canada (DAAC) provides programs promoting health, and designed to improve functioning, adjustment, and build self-esteem for people with dwarfism. DAAC provides opportunities for persons with dwarfism to be integrated into such activities and/or to participate in team sports and physical activity designed to be accessible to our Little Person community.

These programs are open to everyone with dwarfism regardless of their level of ability or skill. DAAC is dedicated to conducting outreach and recruitment of all Little People participants to be as inclusive as possible. The programs are not aimed at the selection and training of individuals with a view to developing professional athletes for a career in sport.

In addition to children, youth and adults with dwarfism, DAAC’s charitable activities also extend to relieve conditions associated with aging by delivering sports programs to help address conditions normally attributable to old age for people with dwarfism, such as maintaining health, fitness, or mobility and relieving isolation all in an environment accessible to individuals of short stature and their family.

  • Founding Principles

1.3.1 People with dwarfism can, with proper instruction and encouragement, learn and benefit from team and individual sports, adapted as necessary to meet the needs of those with special needs and physical limitations.

1.3.2 Through involvement in organized sports and competition, people with dwarfism and physical limitations benefit physically, mentally, and socially both through participation and observation, in an environment of respect, acceptance and equality.

1.3.3 Dwarf athletes from Canada deserve the opportunities to participate on a level playing field for eligible persons with dwarfism in accordance with worldwide International Dwarf Athletic Association standards.

1.3.4 DAAC strives to promote the spirit of good sportsmanship, equal opportunity, and a love of participation in sport for the sake of participating.  To the end that DAAC will help to provide opportunities for Dwarf athletes to participate in sports and events which are appropriate for dwarf athletes of all levels of ability, and in team sports the opportunity for every athlete to participate in every game.  DAAC aims to provide every Dwarf athlete with training and support to primarily prevent injury and to help them reach their fullest potential regardless of the athlete’s ability.

1.3.5 DAAC will educate people with dwarfism about the benefits of being physically active to improve the health, social, and mental well-being of individuals and their families so as to help prevent issues that can be associated with inactivity, not fitting into the norm, not having equal opportunity, and not participating or belonging to a group or association.

1.3.6 DAAC will receive and administer funds to operate exclusively for charitable purposes as set out in the governing “Act” to encourage gifts and fundraising to promote and encourage participation of dwarf athletes to athletic events for people of short stature; to cooperate with other public or private groups or agencies to promote such events; to perform any other activity consistent with and in pursuit of the Corporation’s charitable and educational purposes and as permitted by a corporation exempt from Federal income tax under the Canada Income Tax Act.

ARTICLE II

BASIC POLICIES

SECTION 1.  The Corporation shall be non-profit and nonpartisan. The Corporation shall be operated exclusively for charitable purposes within the meaning of a charitable not-for-profit corporation as per Canada Revenue Agency Income Tax Act.

SECTION 2.  The name of the Corporation or the names of any Directors in their official capacities shall not be used in any partisan interest or for any purpose not appropriately related to promotion of the objectives of the Corporation.

SECTION 3.  No Director of the Corporation shall have any title to or interest in the Corporate property or earnings in his or her individual or private capacity and no part of the net earnings of the Corporation shall inure to the benefit of any Director, Officer or any private stakeholder or individual.  No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, nor shall the Corporation participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

SECTION 4.  Upon the dissolution of the Corporation, the Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation, to one or more qualified donees within the meaning of subsection 248(1) of the Income Tax Act, as the Directors shall determine.

ARTICLE III

OFFICES

SECTION 1.  The registered office shall be in the place as determined by the Board of Directors.

SECTION 2.  For correspondence purposes, the mailing address shall be that of the corporation and has been established by the Board of Directors for the purpose of receiving all business correspondence and coordinating requests for information about the Corporation and it activities.

ARTICLE IV

FISCAL YEAR

SECTION 1.  The fiscal year of the Corporation shall end on the last day of December of each year unless another date shall be fixed by resolution of the Board of Directors.  After such date is fixed, it may be changed for future fiscal years at any time by further resolution of the Board of Directors.

ARTICLE V

DIRECTORSHIP ORGANIZATION

SECTION 1.  The organization is based upon a directorship basis.  All matters shall be subject to duly authorized action by the Board of Directors.  There shall be no other voting members.

ARTICLE VI

DIRECTORS

SECTION 2.  Term of Office.  Directors shall serve for one (1), two (2) or three (3) year terms as determined by the Board of Directors at the time of nomination, with no more than 1/3 of the terms of the Board of Directors to expire each year.

SECTION 4.  Removal of Directors.  Any Director may be removed from office with or without cause at any annual, regular or special meeting of the Board of Directors by affirmative vote of two-thirds (2/3) of the Directors then in office.

.           SECTION 5.   Responsibilities and Powers of the Board of Directors. The property and lawful business of the Corporation shall be held and managed by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things in connection with the management of the Corporation.

In addition to and not in limitation of all powers, express or implied, now or hereafter conferred upon boards of nonprofit corporations, and in addition to the powers mentioned in and implied in Article II Section 1.3, the Board of Directors shall have the power to borrow or raise money for corporate purposes whenever the same shall be in the best interests of the corporation and in furtherance of its purposes.

SECTION 6.   Fiduciary Duties of the Board of Directors.  The Board of Directors is mandated by federal law to exercise the following fiduciary duties:

  1. Duty of Loyalty.  Directors are required to exercise their powers in the best interest of the organization rather than in their own or anyone else’s interest.  Directors must disclose any potential conflict of interest and ensure that all decisions are ethically made.
  2. Duty of Care. Directors are required to be informed and act in good faith, with access to all organizational data.
  3. Duty of Obedience.  Directors must provide oversight and make decisions in accordance with and furtherance of the Corporation’s mission.

SECTION 7.  Annual Meeting.  The annual meeting of the Board of Directors shall be held once a year.

SECTION 8.  Regular and Special Meetings.  Regular meetings of the Board of Directors may be held at such times and places as the Directors may from time to time determine at a prior meeting or as shall be directed or approved by vote or written consent, including email, of all the Directors.  Special meetings of the Board may be called by the President or Secretary upon written request, including email, by any of these two (2) Directors.

SECTION 9.  Notice of Meetings of the Board of Directors.  Written notice of the time and place of all meetings of the Board shall be given to each Director at least 5 days prior to the meeting via electronic mail or via Canadian postal services (only in cases where the Director does not have email) to the address designated for this purpose.

Notices of special meeting shall state the purpose or purposes of the meeting and no business may be conducted at the special meeting other than the business specified in the notice of the meeting.

SECTION 10.  Action Without a Meeting.  Any action required or permitted at any meeting of the Board of Directors or committee thereof may be taken without a meeting, without prior notice and with a vote by electronic mail.  Said email votes shall be filed with the minutes of the proceedings of the Board or Committee and shall have the same effect as a vote for all purposes.

SECTION 11.  Written Dissent.    A Director of the Corporation who is either present at a meeting of the Board of Directors at which action on any corporate matter is taken, or who is absent has notice of such action by certified mail, shall be presumed to have assented to the action taken unless he shall file his written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by certified mail to the Secretary of the Corporation immediately after the adjournment of the meeting or within seven (7) days after written notification of such action by certified mail.    The objection shall be deemed made when mailed by certified mail.  Such right to dissent shall not apply to a Director who voted in favour of such action.

SECTION 12.  Quorum and Voting Requirements. At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Articles of Incorporation.  If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 13.   Meeting Attendance from Remote Location.  Members of the Board of Directors or of a committee may participate in a board meeting by means of conference telephone, webcast, or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

SECTION 14.  Compensation.  Directors shall receive no compensation for their services on the Board of Directors.  The preceding shall not, however, prevent the corporation from purchasing insurance nor shall it prevent the Board of Directors from providing reasonable compensation for services which are beyond the scope of his or her duties as Director or form reimbursing any Director for expenses actually and necessarily incurred in the performance of his or her duties as a Director.

SECTION 15.  Execution of Conveyances, Mortgages and Contracts.  The Board of Directors may in any instance designate one or more officers, agents or employees to execute any contract, conveyance, mortgage or other instrument on behalf of the corporation, and such authority may be general or confined to specific transactions.  The Board of Directors may also ratify any execution.  When the execution of any instrument has been authorized without specifying the executing officers or agents, the President, Vice President, Secretary, or Treasurer may execute such instrument on behalf of the corporation.

ARTICLE VII

OFFICERS

SECTION 2.  Election and Term of Office.  All Officers are elected by the Board of Directors at the Annual Meeting, although the Board may appoint an interim officer to serve out a term of office in the event of a vacancy.   The term of office of all officers shall be two (2) years or until their respective successors are chosen.  Officers may be reelected to the same position for additional two year terms as determined by the Board.

Any officer may be removed from office, with or without cause, at any meeting of the Board of Directors by the affirmative vote of a majority of the Directors then in office.  The Board of Directors shall have power to fill any vacancies in any offices occurring for whatever reason.

SECTION 3.  Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Directors then in office at any regular or special meeting of the Board of Directors.

SECTION 4.  Succession. The order of succession to the Presidency in case of vacancy shall be as follows:

  • The Vice-President shall succeed the President.
  • The Secretary or Treasurer will succeed next.
  • The Vice-President, Secretary, Treasurer and Coach Representative vacancies will be filled by appointment of the Board of Directors.

ARTICLE VIII

GENERAL PROVISIONS

SECTION 1.  When called for by a vote of the Directors, the Board of Directors shall present at each annual meeting a full and clear statement of the business and condition of the Corporation.

SECTION 2.  All cheques or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

SECTION 3.  The Corporation may, whenever its general interest requires the same, borrow money and issue its promissory note or bond for the repayment thereof with interest, and may in like case mortgage its property as security for its debts or lawful engagements.

SECTION 4.  All references in these By-Laws to the provisions of the Canada Income Tax Act for not-for-profit charitable corporations shall mean and include the Income Tax Act as amended and the corresponding provisions of any future Canadian Internal Revenue law.

ARTICLE IX

FUNDS

SECTION 1.  Sources of income of the Association: Fundraising shall be though from various sources.

  • Direct solicitation of donations from individuals
  • Direct solicitation of donation from corporation
  • Public and private Grant writing
  • Revenue from organized events
  • Revenue from sporting tournaments/races

SECTION 2. Disbursements shall include those necessary for the corporation to fulfill its mission.

ARTICLE X

RULES OF ORDER

SECTION 1.  Roberts Rules of Order shall be the guide for conduct at all meetings.

ARTICLE XI

INDEMNIFICATION

 

SECTION 1.  Each person who is or was a director, trustee, officer or member of a committee of the corporation and each person who serves or has served at the request of the corporation, as a director, trustee, officer, partner, employee or agent of any other corporation, joint venture, trust or other enterprise shall be indemnified by the corporation to the fullest extent permitted.  However, the preceding shall not require the corporation to indemnify any person for any liability, tax or expense to the extent it results in the imposition of tax under the Charities Directorate.

The corporation may purchase and maintain Directors & Officers insurance (or any other insurance such as General Liability as deemed necessary by the Board) on behalf of any such person against any liability asserted against and incurred by such person in any such capacity arising out of his/her status as such, whether or not the corporation would have the power to indemnify such person against liability under the preceding sentence.  The Board reserves the right to extend the rights of indemnification to employees, sport techs or other agents of the corporation.

ARTICLE XII

 AMENDMENTS

SECTION 1.  These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by a two-thirds (2/3) majority of the Board of Directors at any regular meeting of the Board of Directors or at any special meeting of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such special meeting provided, however, that notice of the meeting is given to each Director then in office not less than ten (10) days before the meeting.

SECTION 2.  These By-Laws shall not be altered or amended in such manner as to permit or allow any activity inconsistent with the Corporation’s non-profit status under Canadian Income Tax laws as amended, or permitted to be taken by an organization or corporation exempt from Federal income taxation pursuant to Canadian Income Tax Act

ARTICLE XIII

COMMITTEES

 

SECTION 1.  The Board of Directors may establish such standing or special committees from time to time as it shall deem appropriate and shall define the powers and responsibilities of such committees.  The Board of Directors may establish one or more executive committees and determine the powers and duties of such executive committee or committees within the limits prescribed by law.

 

ARTICLE XIV

DIRECTORS

The Officers and Directors were as follows as of June 28, 2019:

Directors & Officers                                                                                              Directors

President: Irma Van De Bon-Nicol                                               Amy Lightfoot

Vice-President: Riley Windeler                                                     Stephen Sloan

Secretary/Treasurer:  Allan Redford                                             Sarah Manteuffel

Chris Rutte

Adopted by a resolution of the Board of Directors this 27th day of December, 2019

____________________________________________________________________________________________

By: Allan Redford, Secretary/Treasurer on behalf of the Board of Directors