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ARTICLE 1
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Name
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1.01
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The corporation shall be known as Freestyle Skiing Ontario
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ARTICLE 2
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Purposes &
Objects
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2.01
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The purposes and objects of FSO are:
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a) To be the collective voice and to provide leadership, advocacy and counsel for the enhancement of freestyle skiing in Ontario.
b) To perpetuate the co-ordinated development of freestyle skiing in the Province of Ontario.
c) To encourage the formulation of short and long range plans, and objectives to develop and extend freestyle skiing the Province of Ontario.
d) To administer government and non-government funds allocated to freestyle skiing through the Ontario Ski Council per terms and conditions of granting source.
e) To offer services for individual members, member clubs, and member regions requiring same and establishing fair and just fees charged to service users.
f) To encourage media support for its efforts and the efforts of its member clubs, and regions.
g) To encourage the business community to support freestyle skiing by involving itself in the business of skiing and sponsoring with monies and or services in kind, the efforts of its members.
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h) To encourage the populace of Ontario to support the development of freestyle skiing and the efforts of its member clubs.
i) To demonstrate and encourage respect for the environment.
j) To encourage the promotion of safe skiing, injury prevention, and the implementation and maintenance of progressive risk management.
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ARTICLE 3
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Membership
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3.01
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FSO shall have two categories of membership:
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a) Active voting membership
b) Associate non-voting membership
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3.02
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Active Membership :
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a) Open to regional non-profit freestyle ski groups/ associations which have members, a specific involvement in freestyle skiing, and are mandated to be responsible for regional scope, planning and team operation.
b) Each active member organization shall have one vote.
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3.03
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Associate Membership :
a) Any organization, group, agency, business or non-profit organization which is supportive of the objects of the Corporation and acceptable to the voting membership is eligible for associate membership.
b) Shall enjoy all rights, privileges and responsibilities of membership save and except the right to vote.
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ARTICLE 4
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Application
For Membership
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4.01
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Application for membership shall be made in writing to the secretary of the corporation who shall forward it to the Chairperson of the Membership Committee for committee consideration and recommendation to the Board of Directors.
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4.02
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Each application for membership shall be accompanied by such documents and statements as may be required from time to time by the Board of Directors.
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4.03
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The Board of Directors of the Corporation shall examine the report of the Membership Committee and the recommendations contained therein and shall either accept or deny the application.
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4.04
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If the Board of Directors accepts the application, the new member shall be entitled to all the rights, privileges and responsibilities of the membership in the corporation.
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4.05
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Once an application has been accepted, notice of the acceptance shall be given to all members of the Corporation.
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Withdrawal from
Membership
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4.06
4.07
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Members may withdraw from membership in the Corporation by filing notice in writing with the Secretary.
Members which have withdrawn from the Corporation shall remain liable for payment of any assessment, dues or any other sums levied by the Corporation prior to the withdrawal from membership.
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4.08
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Members from the Corporation shall adhere to and be governed by the constitution and By-laws of the Corporation.
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Suspension of
Membership
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4.09
a)
b)
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The Board of Directors may by resolution suspend a member of the Corporation if:
Such member ceases to comply with the Constitution and By-laws of the Corporation or
Such member shall be dissolved or wound up;
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4.10
4.11
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PROVIDED THAT no member shall be suspended unless and until it has been notified of the charge or complaint against it and its representatives have been given an opportunity to be heard by the Board of Directors at a meeting called for that purpose.
In the event that a member of the Corporation is suspended by the Board of Directors as aforesaid all members of the Corporation shall be notified of the
suspension by mail forthwith.
At the next meeting of the members of the Corporation the question of the suspension of a member shall be placed on the Agenda and the members of the Corporation shall determine whether the suspension shall be lifted by ordinary resolution or whether the suspended member shall be expelled from the Corporation and have its membership terminated.
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Expulsion from
Membership
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4.12
a)
b)
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A members may be expelled by resolution of members at a meeting of the Corporation, PROVIDED THAT,
Written notice of the proposal to expel 30 days before the meeting has been given.
The members’ resolution is approved by at least 75% of those members present and entitled to vote.
ARTICLE 5
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Membership Fees
and Dues
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5.01
5.02
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Membership fees shall be set from time to time by the Board of Directors of the Corporation.
Annual fees shall be due and payable in full on or before the commencement of each fiscal year for the ensuing year.
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5.03
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Members who have not yet paid their dues shall not be entitled to vote at any meeting of the Corporation and shall not be entitled to any of the benefits of membership in the Corporation.
ARTICLE 6
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Membership
Representation
at Meetings of the
Corporation
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6.01
6.02
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Each member shall appoint one representative to each General Meeting of the Corporation. Such representative may only represent one member at such meeting.
Each member shall notify the Secretary of the Corporation of the name and address of its representative prior to the Annual General Meeting.
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6.03
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The representative of each member to meetings of the Corporation shall if deemed necessary present his/her credentials from the member organization in order to gain admission and vote at each meeting of the Corporation.
ARTICLE 7
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Observers at
Meeting of the
Corporation
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7.01
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The Board of Directors may invite observers to the Annual General Meeting as it deems necessary.
ARTICLE 8
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Meeting of Members
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8.01
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Meetings of the Corporation shall be held at such times and places to be determined by the Board of Directors.
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General Meetings of the
Corporation
Notice of
Meetings
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8.02
8.03
a)
b)
c)
d)
e)
f)
g)
h)
i)
8.04
a)
b)
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The Annual General Meeting of the Corporation shall be held in June of each year or at such other date each year as the Board of Directors may determine.
The agenda for Annual General Meeting should include the following in addition to any other business that may be transacted:
Roll call of members.
Minutes of the previous Annual General Meeting.
Report of the Chairperson of the Board of Directors.
Report of the Treasure on financial statements and report of the auditors.
Report of the Standing and Ad Hoc Board appointed committees.
Ratification of the actions and decisions of the Board.
Authorization of appointment of Auditors.
Election of Directors.
Any other business.
30 days’ notice of meetings of the Corporation shall be given in writing stating the day, hour and place of the meeting, and the general nature of the business to be transacted.
The written notice shall be served by sending such notice to each member entitled to notice of such meeting and in the case of an Annual Meeting to the auditor of the FSO through the post, postage prepaid directed to such address of such member and the auditor as appears in the books of the FSO or, if no address is given therein, then to the last address of each such member or auditor known to the secretary.
Provided always that a meeting of members may be held for any purpose at any date and time and in any place without notice at the meeting or if all the absent members shall signify their assent in writing to such meetings being held. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by a member or by auditor of the FSO.
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Special General Meetings of the
Corporation
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8.05
a)
b)
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A special meeting of the members may be called by:
The Board of Directors or
By the written request of at least 50% of the active-voting membership of the corporation, such a request must be signed by an authorized representative of each active member requisitioning the meeting and the request must be delivered to the Secretary of the Corporation together with a description of business reason for the meeting.
ARTICLE 9
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Quorum for General
Meeting
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9.01
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51% authorized representatives of the active members shall constitute a quorum of any meeting of the members.
ARTICLE 10
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Credentials of Committee
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10.01
10.02
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The Board of Directors shall appoint a Credentials Committee prior to all Annual Meetings of the Corporation.
The Credentials Committee shall be composed of at least two persons who shall be responsible for configuration of voting rights at all meetings.
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Voting of
Members of the
Corporation
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11.01
11.02
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Each active member shall be entitled to one vote on each question arising at any annual meetings of the Corporation.
Directors may not vote at Meetings of the members of the Corporation, unless appointed as the duly authorized voting representative of a member (see 6.01).
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11.03
11.04
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Every question shall be decided in the first instance by a show of hands unless a secret poll be demanded by any member.
At all meetings of member every question shall be decided by 75% majority of votes cast of the members present.
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11.05
11.06
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Upon a show of voting ballots the Chairperson may declare that a resolution has been carried or not carried. An entry of that declaration shall be admissible in evident as prima facie proof of the fact and proof of the number of proportion of the voted accorded in favour of or against such resolution.
In a secret poll be demanded and not withdraw, the question shall be decided by a 75% majority of voted cast by the members present in person and such poll shall be taken in such manner as the Chairperson shall direct and the result of such secret poll shall be deemed as the decision of the Corporation upon the matter in question.
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Proxies
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12.01
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A member shall not vote by written proxy, but only through the personal attendance of its appointed representative (see 6.01).
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Fiscal Year
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13.01
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The fiscal year shall by from June 1 to May 31 inclusive or such other date as the Board of Directors shall by resolution determine.
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Rules of Order
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14.01
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On any procedural matter not dealt with in this Constitution the Chairperson shall refer to and be guided by provisions of the latest revised edition of Robert’s Rules of Order.
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The Board of Directors
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15.01
15.02
15.03
15.04
15.05
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The affairs of the Council shall be managed by a Board of Directors.
The number of persons serving on the Board of Directors shall be increased or decreased so that each Active Member Organization is represented on the Board of Directors by one director at all times.
In addition to 15.02 above the immediate past
chairman shall sit as a member on the Board of
Directors in an ex-officio non-voting capacity.
The members may increase the Board by the election of a minimum of 4 directors at large.
The Composition of the members at large should be
reflective of the respective regional membership
numbers.
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15.06
15.07
15.08
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The Board of Directors shall have the general
management of all affairs, funds, records and
property of the Corporation. It may act in all matters
of policy until the next election and may exercise all
powers of the Corporation as are required to be
exercised by the members in general.
The Board of Directors may employ persons from
time to time and establish the conditions of their
employment, remuneration and termination.
The Directors shall be elected at the Annual General
Meeting of members, and each director shall be
eligible to re-election provided his/her name is put
forward by an active voting member organization
(see 15.02).
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15.09
a)
b)
15.10
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The office of a director shall ipso facto be vacated if:
By notice in writing to the Secretary of the Council
the director resigns his or her office.
A resolution is passed by 75% of the voted cast at a
meeting of the Board of Directors of which notice
specifying the intention to pass such resolution has
been given requiring the removal of a director before
the expiration of such director’s term of office.
If a vacancy should occur in the Board of Directors
for any reason the directors may, by a resolution,
fill the vacancy with a person whose name has been
put forward by an active member organization.
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Nominating for
the Board of
Directors
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16.01
16.02
16.03
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A resident of Ontario over the age of majority shall be eligible for nomination to the Board of Directors.
Each active member organization is required to nominate one candidate for election to the Board of Directors of the Corporation.
Additional directors at large may be nominated subject to 15.05 preceding.
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Meetings of the Board of
Directors
Notice of the Board of
Directors
Quorum of Directors
Director Voting
Privileges
Voting at Board
of Directors
Meetings.
Committees of the
Board of
Directors
Remuneration of
Directors
Indemnity of
Directors &
Officers
Officers
Duties of Officers
Duties of the Chairperson
Duties of the
Vice-Chairperson
Duties of the
Secretary
Duties of the
Treasurer
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