DAAC Bylaws

DWARF ATHLETIC ASSOCIATION OF CANADA INC.

BY-LAWS

OF

DWARF ATHLETIC ASSOCIATION OF CANADA

ARTICLE I

NAME

 

SECTION 1. The name of the Corporation shall be DWARF ATHLETIC ASSOCIATION OF CANADA

 

ARTICLE II

PURPOSES

 

SECTION 1. The purposes for which the Corporation is formed are those set forth in its Certificate of Incorporation, as from time to time amended. Namely:

  1. Generally:

To receive and administer funds for the following reasons:

  1. To receive and administer funds and to operate exclusively for charitable, scientific, literary or educational purposes as addressed in the Canada Revenue Agency (CRA) Not-for-Profit Corporations Act.
  1. To acquire, own, dispose of and deal with real and personal property and interests therein and to apply gifts, grants, bequests and devises and the proceeds thereof in furtherance of the purposes of the Corporation.
  1. To do such things and to perform such acts to accomplish its purposes as the Board of Directors may determine to be appropriate and fitting as per The Canada Revenue Agency and Income Tax Act, with all the power conferred on nonprofit corporations individually by the 10 provinces and 3 territories.
  1. Specifically
  1. To encourage people with dwarfism to participate in sports regardless of their level of skills.
  2. To develop, promote and provide quality amateur level athletic opportunities for dwarf athletes in the Canada espousing DAAC core values:
  • Eye to Eye Competition
  • Level Playing Field
  • Opportunities for all
  1. to encourage gifts and fundraising to promote athletic events for people of short stature;
  1. to cooperate with other public or private groups or agencies to promote such events;
  1. to perform any other activity consistent with and in pursuit of the Corporation’s charitable, religious and educational purposes and as permitted by a corporation exempt from Federal income tax under the Canada Income Tax Act. As a registered charity that has gone through an approval process with the Ministry of National Revenue; the Corporation may issue tax receipts to donors and are exempt from paying income tax.

ARTICLE III

BASIC POLICIES

SECTION 1. The Corporation shall be non-profit and nonpartisan. The Corporation shall be operated exclusively for religious, charitable, scientific, literary and educational 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, in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Canada Revenue Agency Income Tax Act or the corresponding provision of any future Canadian Internal Revenue Law, as the Directors shall determine.

ARTICLE IV

OFFICES

SECTION 1. The registered office shall be in the Town of Esterhazy, in the province of Saskatchewan.

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 V

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 VI

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 members.

ARTICLE VII

DIRECTORS

SECTION 1. Number and Selection of Board of Directors. The Board of Directors shall consist of not less than five (5), not more than twelve (12) persons as the Board of Directors shall from time to time determine. Directors shall be elected by the Board of Directors at its annual meeting and vacancies shall be filled in the manner specified in Section 2 below.

SECTION 2. Term of Office. Directors shall serve for not more than three consecutive (2) year terms, with no more than 1/3 of the terms of the Board of Directors to expire each year. Board members who have served three terms may be reelected after an absence of one term.

SECTION 3. Vacancies. Vacancies occurring in the Board of Directors by reason of death, resignation, removal or other inability to serve as well as newly created directorships resulting from any increase in the authorized number of Directors, shall be filled by the affirmative vote of a majority of the remaining Directors although less than a quorum of the Board of Directors. A director elected to fill a vacancy shall serve for the unexpired portion of the term. If there are no Directors in office, then an election of Directors may be held in the manner provided by statute.

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.
  1. Duty of Care. Directors are required to be informed and act in good faith, with access to all organizational data.
  1. 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 in the Spring.

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 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 favor 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 VIII

OFFICERS

SECTION 1. Officers. The Officers shall consist of a President, Vice President, a Secretary, a Treasurer and a Coach Representative/Sports Technical Director. There may be one or more assistant officers as the Board of Directors deems appropriate. The same person may hold two (2) or more offices excepting those of President and Vice President, but no officer shall execute, acknowledge or verify any instrument in more than one capacity. The Board may also appoint such other officers and agents as it may deem necessary for the transaction of the business of the Corporation.

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 two additional consecutive term.

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 from 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:

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

SECTION 5. Compensation. Officers of the Corporation shall receive no salary or

other compensation.

SECTION 6. The President. The President shall be the chief officer of the Corporation and shall be the chief representative and spokesperson for the Corporation. He/she shall have responsibility for the general and active management of the business of the Corporation, and shall see that all orders and resolutions of the Board are carried into effect. He/she shall execute all authorized conveyances, contracts, or other obligations in the name of the Corporation except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. He/she shall preside at all meetings of the Board and shall be ex officio a member of all standing committees of the Board. The President shall also preside at all national meetings of the organization, meetings of the Board of Directors. He/she shall call all Board of Director meetings and shall appoint all temporary committees as necessary.

SECTION 7. Vice President. The Vice President, shall in the absence or disability of the President will perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe.

SECTION 8. Secretary. The Secretary shall attend all meetings of the board and record all votes and the minutes of all proceedings and retains these records and shall perform like duties for the standing committees when required. He/she shall give, or cause to be given, notice of all special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or by the President, under whose supervision he/she shall act. He/she shall execute with the President all authorized conveyances, contracts or other obligations in the name of the Corporation except as otherwise directed by the Board of Directors.

SECTION 9. Treasurer. The Treasurer shall have charge of the funds of the Corporation unless otherwise determined by the Board of Directors and he/she shall see that an accounting system is maintained which will give a true and accurate accounting of the financial transactions of the Corporation. All funds received by the Treasurer shall immediately be deposited in the depository designated by the Board of Directors. He/she shall keep the bank accounts in the name of the Corporation and shall exhibit the books and accounts at all reasonable times to any Director of the Corporation upon application at the office of the Corporation during business hours. If required by the Board of Directors, he/she shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board for the faithful performance of the duties of his office and for the restoration to the Corporation in case of his death, resignation or removal from office of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his control belonging to the Corporation. The Treasurer shall be knowledgeable and comply with federal requirements of financial and reporting procedures.

The Treasurer is responsible for preparing and presenting an annual budget to the Board for approval at meeting prior to the launch of the new fiscal year. The Treasurer will provide financial reports at each board meeting including but not limited to Revenue/Expense statements and Budget Comparison reports. The T3010 will be completed on an annual basis and be presented to the Board of Directors before submission to Canada Revenue Agency.

Additionally, the Board of Directors will establish a Finance/Audit Committee, whose charter appears as Addendum A of the by-laws of the Corporation, to promote financial transparency and provide fiscal oversight and internal controls. The Finance/Audit committee will be independent of the Treasurer and will be comprised of three (3) members of the Board of Directors.

SECTION 10. Coach Representative/National Sports Technical Director. The Coach Representative/National Sports Technical Director shall serve as a liaison between the DWARF ATHLETIC ASSOCIATION OF CANADA and coaches working with short statured athletes. He/she shall recruit coaches to participate in the Association’s activities and shall recruit coaches to provide coaching on the National Team with the Board of Directors approval.

ARTICLE IX

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 X

FUNDS

SECTION 1. Sources of income of the Association shall be donations from various sources.

SECTION 2.Disbursements shall include the following:

  1. General operating expenses;
  1. Cost of publishing and mailing national newsletter;
  1. Cost of maintaining a website
  1. Cost of other publications such as, but not limited to, stationary, brochures and postage, etc.;
  1. Costs involved with sponsoring a national athletic competition;
  1. Costs involved with sponsoring a Canadian team of dwarf athletes and coaching staff for international competition; and
  1. Miscellaneous.

 

ARTICLE XI

RULES OF ORDER

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

ARTICLE XII

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 XIII

 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 Canadian Income Tax Act

ARTICLE XIV

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 XV

DIRECTORS

SECTION 1. The Officers and Directors are as follows:

Officers/Directors

President: Irma Van De Bon, Allan Redford

Vice-President: Riley Windeler, Brittany Theis

Secretary: Carter Balaberda, Stewart Dornan

Treasurer: Derek Ferguson

National Sports Technical Director: to be determined

Adopted by a resolution of the Board of Directors this 5th day of May, 2012.

_________________________________________________

By: Irma Van De Bon, President on behalf of the Board of Directors

05052012DAAACBy-Laws

Addendum A: Finance/Audit Committee

The audit committee (“the committee”) of the board of directors (“the board”) of the Dwarf Athletic Association of Canada(“the organization”) will have the oversight responsibility, authority, and specific duties as described below.

Composition

The committee will comprise two or more directors, as well as non Board committee members as determined by the board.

Responsibility

The committee is part of the board. Its primary function is to assist the board in fulfilling its oversight responsibilities with respect to (1) the audit or independent financial review of the organization’s books and records and (2) the system of internal controls that the organization has established. The committee should have a clear understanding with the outside auditors/reviewers that they must maintain an open and transparent relationship with the committee, and that the ultimate accountability of the outside auditors/financial reviewers is to the board and committee. The committee will make regular progress reports to the board.

Authority

Subject to the prior approval of the board, the committee is granted the authority to investigate any matter or activity involving financial accounting and financial reporting, as well as the organization’s internal controls. In that regard, the committee will have access to the organization’s external professionals to render advice and counsel in such matters.

Meetings

The committee is to meet at least two times annually and as many additional times as the committee deems necessary. The committee chair will provide the agenda for the meetings and the committee will approve the agenda. The committee is to meet in separate executive sessions with the outside auditors or independent financial reviewer at least once annually and at other times when considered appropriate.

Attendance

Committee members will strive to be present at all meetings. Meetings can be conducted by conference call, webinar or other type of telecommunication 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.

Specific duties of Finance/Audit Committee

In carrying out its oversight responsibilities, the committee will:

  • Review and reassess the adequacy of this charter annually and propose changes to the board for approval.
  • Review with the President of the Board and outside auditors/independent financial reviewers the organization’s accounting and financial reporting controls. Obtain annually in writing from outside auditors/financial reviewers a letter regarding the adequacy of such controls.
  • Review with the independent financial reviewers/ auditors significant accounting and reporting principles, practices, and procedures applied by the organization in preparing its financial statements. Discuss with the independent financial reviewers/outside auditors their judgments about the quality–not just the acceptability–of the organization’s accounting principles used in financial reporting.
  • The committee’s review should include an explanation from the independent financial reviewer/outside auditors of the factors considered by the accountants in determining the audit scope or report, including the major risk factors. The independent financial reviewers/outside auditors should confirm to the committee that no limitations have been placed on the scope or nature of their audit procedures. The committee will review annually with the Board President the fee arrangement with the independent financial reviewer/outside auditors.
  • Inquire as to the independence of the financial reviewer/outside auditors and obtain from the outside auditors, at least annually, a formal written statement delineating all relationships between the outside auditors and the organization, including other consulting work being performed by the outside auditors for the organization.
  • Ensure the T3010 and any other reporting required by Canada Revenue Agency and Charities Directorate is completed and submitted as required.

At the completion of the financial review/annual audit, review with the Board of Directors the report and all recommendations of the independent financial reviewer. Discuss the quality of the organization’s financial and accounting personnel.

Recommend to the board the selection, retention, or termination of the independent financial reviewer/outside auditors.

Generally, as part of the review of the annual financial statements, receive an oral report (at least annually) from the organization’s general counsel regarding legal and regulatory matters that may have a material impact on financial statements.

Adopted by a resolution of the Board of Directors this 5th day of May, 2012.

_________________________________________________

By: Irma Van De Bon, President on behalf of the Board of Directors