September 19th, 2004

POLICY

Subject:        Support for FIS Meeting Expenses

Adopted by the Board: November 13, 2002, revised by the Executive Committee: July 18, 2003, revised by the Board March 3, 2004, revised by Board September 19th, 2004

1)        The CSA will pay all reasonable and appropriate costs related to the attendance at scheduled FIS meetings by all CSA appointed representatives to the general FIS committees as set out in Section 3 below. (As a general guideline, these costs are anticipated to be approximately $2,000 - $2,500 per meeting).

2)       Reasonable and appropriate costs include:

·         Airfare at most economical fare which will permit attendance at required meetings or equivalent, as well as related air transportation costs such as airport parking and departure fees.

·         Accommodation (double occupancy) in the meeting hotel. 

·         Meals at current federal government Treasury Board rates for international travel.

·         Three star hotel accommodation and meals at current Treasury Board rates for non-meeting days if a seven day stay is required.

·         Ground transportation to the meeting hotel if this is not provided by the hotel or by FIS.

·         Out of country health insurance.

Note: The CSA will reimburse in accordance with this policy at the most economical cost for airfare, accommodation, meals etc. related to attendance at scheduled meetings taking into consideration 1 day travel each way plus scheduled meeting days and days in between scheduled meetings

3)        The general FIS Committees are:

·         Medical Committee

·         Legal and Safety Committee

·         Committee for Youth and Childrens Matters

·         Committee for Advertising Matters

·         Public Relations and Mass Media Committee

·         Athletes Commission

·         Sub-Committee for Corporate Racers

Note: Funding for attendance at FIS Meetings or Congress is only available if the respective committee/sub-committee is actually meeting.

4)        In the event a person on a general FIS Committee is also attending the FIS meetings on behalf of a specific discipline, the CSA and that discipline will equally share the person's costs.

5)        The CSA will pay all reasonable and appropriate costs related to the attendance at scheduled multi-discipline FIS meetings by the CSA President and, with the approval of the Executive Committee, the Managing Director. In the event the CSA President or Managing Director are also attending the FIS meetings on behalf of a specific discipline, the CSA and that discipline will equally share their costs.

6)        The CSA will pay all reasonable and appropriate costs related to the attendance at scheduled FIS meetings by the Canadian member of the FIS Council, if a FIS Council meeting is not being held in conjunction with the scheduled FIS meetings.

7)        If an Olympic or Paralympic discipline does not have a person serving on a general FIS Committee, the CSA will pay 50% of all reasonable and appropriate costs related to the attendance at scheduled FIS meetings by one person from that discipline.

8)        If a non-Olympic or Paralympic discipline does not have a person serving on a general FIS Committee, the CSA will pay 33% of all reasonable and appropriate costs related to the attendance at scheduled FIS meetings by one person from that discipline.

9)       The CSA may choose to provide a lump sum payment to persons attending any given meeting in lieu of specific cost reimbursement if this is determined to be simpler and more effective. The CSA may also choose, in special circumstances, to reimburse other specific expenses.  Any decisions of this nature must be made the CSA's Executive Committee.

10)      All persons whose expenses are, in whole or in part, covered by the CSA must provide the CSA with a statement of their expenses (including photocopies of receipts), and must also provide the CSA with a written report of their activities. These must be provided within thirty days of the conclusion of the meeting. Expenses will not be reimbursed to persons who do not comply with this provision.

11)      This policy shall be subject to the constraints of the CSA's financial resources. However sixty days notice must be provided of any decision to change the terms of this policy.

12)      Matters not otherwise covered by this Policy shall be subject to approval by any two members of the CSA's Executive Committee.

13)      Funding for Substitutes

·         All discipline committee substitutes must be proposed to the CSA in advance by the discipline on whose behalf they will be acting, and endorsed by the CSA.

·         All general FIS Committee substitutes must be endorsed by the CSA.

·         The CSA will provide financial support to approved substitutes on the same basis as to regular Committee members.

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September 19, 2004

POLICY

Subject:          Allocation of FIS Contribution

Adopted by Board of Directors:            July 3, 2003, September 16, 2003, September 19, 2004

The annual basis for the allocation of FIS funding only will be:

• The first priority for CSA budgeting will be the ability to fund the organization's annual business plan.
• The second priority will be representation at FIS meetings based on the current policies.
• After these two priorities are addressed the Canadian Association for Disabled Skiing will receive CGL coverage at no cost.
• The balance of funding available will be distributed as follows:

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February 7, 2003

POLICY

Subject:        Financial Management

Adopted by the Board of Directors:      April 17, 2002

Fiscal Year

1)       The Fiscal Year of the Association shall be the period from April 1 through March 31.

Long Term Financial Plan

2)       The Association shall have a Long Term Financial Plan which shall cover a period of not less than four years.

3)       The Long Term financial Plan shall be established by the Board of Directors, and shall be reviewed and updated by the Board of Directors on an annual basis.

4)       Reports on, and proposed revisions to, the Long Term Financial Plan shall be prepared for the Board's consideration by the Secretary General in consultation with the Treasure.

Annual Budget

5)       The Association shall have an Annual Budget.

6)       The Annual Budget shall be established by the Board of Directors, and shall be reviewed by the Board of Directors on a quarterly basis.

7)       Reports on, and proposed variances from, the Annual Budget shall be prepared for the Board's consideration by the Secretary General in consultation with the Treasurer. Proposed variances shall be identified in a report called a Budget Forecast.

8)       Revisions to the Annual Budget shall be approved by the Board of Directors, and shall ordinarily be done through approvals of Budget Forecasts.

Financial Records and Reports

9)       The Secretary General shall be responsible for the maintenance of the Association's financial records and the production of regular financial reports, under authority delegated by the Treasurer.

10)      Financial reports shall consist of a Statement of Revenue and Expense, a Balance Sheet, a Budget Forecast, and a Bank Reconciliation.

11)      Financial reports shall be produced monthly, not later than the 15th of the following month.

Recognition of Revenues and Expenses  

12)      Revenues and expenses shall be recognized on an accrual basis.

13)      Capital assets shall be amortized on the following bases:

i)                     Leasehold Improvements...Straight-line over 10 years.

ii)                   Furniture and Fixtures…Straight-line over 10 years.

iii)                  Computers and Related Materials…Straight-line over 4 years.

iv)                  Equipment…Straight-line over 5 years.

Financial Management

14)      The Secretary General shall be responsible for managing the financial assets and the revenues and expenses of the Association, in accordance with the approved budget.

15)      The Association's financial assets shall be maintained in a commercial account at a regulated Canadian financial institution such as a bank, trust company, or credit union. The selection of this financial institution shall be the responsibility of the Board of Directors.

16)      The Association's fund shall not be invested in securities other than Government of Canada Treasury Bills managed by a regulated Canadian financial institution.

17)     Travel expenses shall be paid in accordance with the current federal government Treasury Board Guidelines.

18)      The Secretary General shall have authority to reallocate amounts within budget expenses groups (e.g. within Administrative Expenses).

19)      The Secretary General shall not have authority to reallocate amounts between budget expense groups (e.g. between Administrative Expenses and Representation Expenses).

20)      The Secretary General shall not have the authority to reduce the budgeted net surplus (or increase the budgeted net deficit) of the Association.

21)      In extraordinary circumstances the Treasurer, or in his absence the President or Vice President, may approve an expense which has the effect of reducing the budgeted net surplus or increase the budgeted net deficit. In such instances this shall be communicated to the Board of Directors immediately, for review at the Board's next meeting.

Financial Controls

22)      All cheques shall be signed by two signing officers.

23)      Unless otherwise indicated, all expenses shall be approved by the Secretary General.

24)      All expenses related to the employment of staff (permanent, part time, or contract) or shall be approved by the Board of Directors, either through approval of the Annual Budget, or on a specific basis.

25)      All expense claims and all credit card statements shall be approved by an elected officer of the Association (President, Vice President, or Treasurer).

26)      The financial records of the Association shall be audited yearly by external auditors, who shall be chosen by each Annual General Meeting of the Association.

Revision of Financial Policies and Procedures

27)      All revisions of the Association's financial management policies and procedures must be approved by the Board of Directors.

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February 7, 2003

POLICY

Subject:        FIS Committee Appointments and Elections

Adopted by Board of Directors:                        June 6, 1999

1)       All recommendations to the FIS for appointments to FIS Committees shall be made through written communication from the CSA to the FIS.

2)       Recommendations to the FIS for appointments to discipline specific committees shall be made by the CSA at the recommendation of the appropriate CSA member discipline.

3)       Recommendations to the FIS for appointments to pan-discipline committees shall be made by the CSA upon the recommendation of the CSA Board of Directors.

4)       The nomination of candidates for elected FIS offices shall be made upon the recommendation of the CSA Board of Directors.

6)       All recommendations to the FIS for appointments may be renewable by the CSA Board of Directors for additional two year terms.

5)       All recommendations to the FIS for appointments shall be for two year terms.

7)       All appointees shall be expected to attend meetings of the committee to which they have been appointed. Any appointee who fails to attend three consecutive meetings may be considered to have resigned his or her appointment.

8)       All appointees shall provide the CSA and, if appropriate, their specific discipline with a report on each meeting attended within thirty days of the meeting(s) and no expense allowance will be provided if receipt of such written report(s) is not received within thirty days of the meeting(s).

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April 13, 2004

POLICY

Subject:        Hosting of FIS Sanctioned Competitions

Adopted by Board of Directors:                        June 6, 1999; revised May 1, 2000. Revised April 14^th 2004

1)       All bids to host FIS sanctioned competitions must be made through written communication from the CSA to the FIS.

2)       All bids to host major FIS sanctioned competitions (such as World Championships, but excluding Junior World Championships, or Discipline specific World Cup Finals) must include a representative of the CSA on both the bid committee and on the competition organizing committee.

3)       The assessment of a CSA sanction fee of 1% of cash revenues of major FIS  sanctioned competitions staged in Canada shall be adopted in principle. CSA sanction fees will not be applied to FIS competitions at the World Cup level or lower.

4)       The implementation of sanction fees will be deferred until a formal business plan is adopted by the CSA Board of Directors.

5)       The roles, responsibilities, and obligations of all significant partners with respect to the hosting of a major FIS competition shall be set out in an agreement which shall be prepared by the CSA. In doing so the CSA may choose to delegate all responsibilities to the CSA member organization that has applied to host the competition. In this case the following shall apply:

·         The CSA member organization shall indemnify the CSA and hold the CSA harmless from and against all loss, damages, and expenses, including reasonable legal fees and disbursements which the CSA might incur because of any claim, action, or proceeding arising from the member organization’s hosting of a FIS competition.

·         The CSA member organization shall provide the CSA with a report at the conclusion of each FIS competition hosted by that member organization during the year. This report shall specifically identify any issues that may impact on the relationship between the CSA and FIS.

·         In each case where a CSA member organization accepts the foregoing, the CSA shall waive its rights to sanction fees as stated in point #3.

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February 7, 2003

POLICY

Subject:        Joint Venture Marketing

Adopted by the Board of Directors:      June 12, 1999

1)        At the request of a member organization the CSA may assist that organization in the negotiation of joint venture marketing arrangements with the FIS and/or with other third parties.

2)        Any such joint venture agreement shall include a fee payable to the CSA. The nature and amount of this fee shall be determined by the CSA and the member organization.

February 7, 2003

POLICY

Subject:        Membership Fees

Adopted by Board of Directors:                        May 2, 1998

1)       Payment of an annual membership fee of $3,000 shall be made by all member organizations representing disciplines recognized by the International Olympic Committee.

2)       Payment of an annual membership fee of $1,500 shall be made by all member organizations representing disciplines not recognized by the International Olympic Committee.

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1)       The Canadian National Championship Series remains, in the first instance, a property of the Canadian Ski and Snowboard Association.

2)       Recognizing that the CSA does not at this time have the resources to market the National Championship Series as a whole, as an interim policy member organizations are released to secure individual National Championship sponsorships.

3)       The CSA recognizes the distinction between the concept of a multi­-discipline National Championship Series and the individual National Championship competitions of each member organization.

4)       Should a sponsored National Championship Series be proposed, member organizations will have the option of whether or not to participate.

5)       The CSA will not charge sanction fees on the National Championship competitions of individual member organizations.

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February 7, 2003

POLICY

Subject:        Operating Principles

Adopted by the Board of Directors:      May 3, 1993; revised May 1, 2000

Purpose

1)       The purpose of this Statement of Operating Principles is to set out the policies governing the operations of the Canadian Ski and Snowboard Association (the CSA) and, through these, the operating relationship between the CSA and its member organizations.

Member Organization Autonomy

2)       Fundamental to this Statement of Operating Principles is the fact that each member organization of the CSA is a fully independent and autonomous organization and is responsible for and accountable for its own operations. The CSA shall not involve itself jn the affairs of any member organization except as required for purposes of compliance with FIS requirements, or as otherwise specifically agreed between that member organization and the CSA.

Nature and Purpose of the CSA

3)       The CSA is a federation of organizations, each of which is recognized as the national governing body of a discipline of competitive skiing or snowboarding activities in Canada.

4)       The member organizations that constitute the federation of the CSA are the following:

·         Alpine Canada Alpin

·         Canadian Freestyle Ski Association

·         Canadian Association for Disabled Skiing

·         Canadian Snowboard Federation

·         Canadian Speed Skiing Association

·         Cross Country Canada

·         Nordic Compined Ski Canada

·         Ski Jumping Canada

·         Telemark Ski Canada

5)         The mission of the CSA is to add value to its member organizations by:

·         Making representations on behalf of the CSA and its member organizations to the Federation Internationale de Ski (FIS), and to other external bodies as member organizations may collectively or individually request.

·         Providing collective operations, and serving as the collective voice for competitive ski and snowboard activities in Canada, as member organizations may collectively or individually request.

·         Strengthening the internal operations of member organizations as they may collectively or individually request.

0perations of the CSA

6)       The CSA shall conduct its operations in accordance with a business plan and budget that are approved on an annual basis by its Board of Directors

7)       The CSA shall have, as a majority of its Board of Directors, those Directors who are representatives of the member organizations.

8)       The CSA, at the request of one or more member organizations, may act on those organizations' behalf or may combine the efforts of those organizations into a collective activity. Any member organization which does not wish to participate in such a collective activity is under no obligation to do so. The decision of one or more member organizations to refrain from participating does not, in any way, prevent other member organizations from choosing to work in a collective manner.

9)       The CSA shall, as agreed to by some or all of its member organizations, act as their common voice in making representations to external bodies with the exception of FIS. Any member organization may choose to not be included in such representation. In such circumstances the CSA shall not speak on behalf of that member organization, and shall indicate that its views are not necessarily those of that member organization.

Fédération Internationale de Ski

10)     The CSA and its member organizations recognize that the CSA is the Canadian holder of membership in the Fédération Internationale de Ski (FIS). The CSA and its member organizations further recognize the obligation of the CSA to account to the FIS for actjons related to the FIS sanction which are carried out in the CSA's name, and the corresponding responsibility of the member organizations to ensure that actions are not carried out which may jeopardize participation in the affairs of FIS or in FIS sanctioned competitions.

Responsibilities of the Member Organizations

11)      The member organizations agree to accept the following responsibilities with respect to the operations of the. CSA:

·         To have in place properly approved governing by-laws.

·         To operate in compliance with appropriate FIS policies, rules, and regulations.

·         To operate in compliance with agreed upon CSA policies and regulations.

·         To have documented standards for the operation of competitions and the preparation of competition and training sites, and to have an effective means for ensuring that these standards are applied and enforced.

·         To fully participate in the common activities of the CSA, and to play an active role in the management of the CSA's affairs.

Support from CODA

12)      The CSA and CODA share many objectives with respect to the staging of international competitions, representation to FIS, strengthening the member organizations of the CSA, and providing collective operations.

13)      To further these ends, CODA may from time to time provide the CSA with direct or indirect financial support. In return for such financial support the CSA shall make available to its member organizations support in areas such as representation, senior management, marketing, and collective operations. Any such support shall be provided within the following constraints:

•  It shall be upon request from individual member organizations.

• It shall be within the limits of the financial support provided.

• It shall be on the basis of mutually agreed priorities established by the CSA, CODA, and the member organizations requesting such assistance.

Execution of Statement of Operating Principles

14)     This Statement of Operating Principles has been brought into effect on this 1st day of May, 2000, through resolution by the Directors of the Canadian Ski & Snowboard Association.

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February 7, 2003

POLICY

Subject:         Presentation of Awards

Adopted by Board of Directors:                        November 19, 2002

1)       All CSA awards will be primarily presented annually at the Canadian Ski Museum's Honour Roll of Skiing Banquet.  Individual disciplines may also acknowledge recipients at a venue of their choosing.

REVISED BY-LAWS

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PREAMBLE

The Canadian Snowsports Association is a federation of organizations, each of which is recognized as the national governing body of a discipline of competitive snow sport activities in Canada. These entities are identified in this By-Law as the member organizations of the Association.

The purposes of the Canadian Snowsports Association are:

a)         To serve as the collective voice for competitive snow sport activities in Canada;

b)         To coordinate and promo\e the affairs of its member organizations as they relate to the International Ski Federation and other commonly agreed affiliations and activities; and

c)         To facilitate the internal operations of its member organizations as they may

            determine.

1.         INTERPRETATION

1.1       General

In this By-Law and the schedules hereto and all other By-Laws and resolutions of the Association unless the context otherwise requires the singular shall include the plural and words importing persons shall include bodies corporate.

1.2       Specific Terms

Wherever they appear in this By-Law:

·        The letters "CSA" shall mean the Canadian Snowsports Association;

·        The word "Association'" shall mean the Canadian Snowsports Association;

·        The letters "FIS" shall mean the Federation Internationale de Ski;

·        The words "Canada Corporations Act" shall mean the Canada Corporations Act, R.S.C. 1970, Chapter C-32, as amended and any other statute enacted in substitution thereof from time to time;

·        The word "meeting" is intended to include telephone, video conferencing, teleconferencing, or other such electronic communication;

·        The word "quorum" shall mean a majority of all voting members, and in regard to the Board of Directors it shall mean a majority of all voting Directors plus a majority of Directors representing member organizations.

1.3       Languages

The official languages of the Association shall be English and French. Where any discrepancies exist between English and French with respect to By-Laws, regulations, rules, resolutions, minutes of meetings or any other written record kept by the Association the English text shall take precedence. Wherever possible and practical all publications of the Association of a technical nature or related to governance shall be in both official languages and correspondence to the Association shall be responded to in the senders language (English or French).

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2.         OFFICES

2.1       Head Office

The head office of the Association shall be in the city of Calgary, in the province of Alberta, or at such location as the Board may from time to time determine by special resolution.

2.2       Other Offices

The Association may establish such other offices (including without limitation post office boxes for the purpose of receipt of mail) elsewhere in Canada as the Board may from time to time determine.

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3.         MEMBERSHIP

3.1       Member Organizations

The member organizations of the CSA shall be the following organizations:

·        Alpine Canada Alpin

·        Canadian Association for Disabled Skiing

·        Cross Country Canada

·        Ski Jumping Canada

·        Canadian Freestyle Ski Association

·        Nordic Combined Ski Canada

·        Telemark Canada

·        Canadian Speed Skiing Association

·        Canadian Snowboard Federation

3.2       Additions and Deletions     

New member organizations may be recognized by the CSA. Applications will be considered by a General Meeting of the Association.

When new member organizations are recognized they shall assume the same privileges and responsibilities as those named in 3.1 above.

A member organization may resign from the Association by submitting a letter to that effect to the Managing Director. Resignations shall be effective ninety (90) days following their receipt by the Managing Director. A member organization which resigns has no claim against the funds or assets of the Association at the time of resignation, and remains fully liable for any and all unpaid debts, obligations, and assessments levied during its membership. In the event of a resignation, any or all rights, privileges, contractual agreements, and funds of the Association may be transferred to the former member organization by special resolution of the Board of Directors.

The Association may, by resolution at a General Meeting, terminate the membership of a member organization. In such an event, any or all rights, privileges, contractual agreements, and funds of the Association may be transferred to the former member organization by special resolution of the Board of Directors, except as noted below.

In the event of the withdrawal of a member organization from the Association, the rights and responsibilities to conduct FIS sanctioned activities in the former member organization's discipline of snow sport activity shall remain with the Association. The Association may, by decision of a General Meeting, transfer these rights and responsibilities to such other organization as it may recognize as the national governing body of that discipline of competitive snow sport in Canada.

3.3       Associate Membership

The Association may create a class of non-voting membership to be referred to as Associate Membership. Associate Membership may be granted by the Board of Directors. Associate Members shall have the right to attend meetings of the Association, to receive information from the Association, and to receive such services from the Association as may be agreed. Associate Members shall not have the right to vote at meetings of the Association or to receive the Association's sanction for events which they may carry out. The fee for Associate Membership shall be determined by the Board of Directors and may be changed from time to time.

3.4       Honourary Membership

The Board of Directors may award non-voting Honourary Membership in the Association to persons who, in the Board's opinion, have distinguished themselves in the cause of snow sports. To the extent that persons have been recognized as Honourary Members under antecedent By-Laws, their Honourary Membership continues under this By-Law.

3.5       Awards

The Board of Directors may annually award the following:

·        John Semmelink Memorial Award recognizing the snow sport athlete who through sportsmanship, conduct, and ability best represents Canada in international competition.

·        Patricia Ramage Award recognizing a volunteer for outstanding contributions to snow sports.

To the extent that persons have been recognized under antecedent By-Laws

their recognition shall continue under these By-Laws. The Board may create and award additional recognition as necessary. The Board of Directors may also present such other awards as it may determine from time to time.

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4.         BOARD OF DIRECTORS

4.1       Composition

The affairs of the Association shall be managed by a Board of Directors. The elected Officers of the Association and the Directors representing the member organizations shall be voting members of the Board of Directors. All other members of the Board of Directors shall be non-voting members.

The Board of Directors shall consist of:

·        The Officers of the Association, who shall be:

-                      The President

-                      The Vice President

-                      The Treasurer

·        The President of each member organization or such designate as shall be determined by that member organization.

·        The Managing Director who shall be the senior staff person of the Association, and who shall be a non-voting member.

·        The Canadian member or member-designate on the FIS Council, who shall be a non-voting member.

·        Such other non-voting members as the Board may itself appoint. The appointment of additional members to the Board may only be made by a two-thirds majority vote of the existing Directors.

No person shall hold more than one voting position on the Board of Directors at anyone time.

4.2       Selection and Term

The following Officers of the Association shall be elected, as required, by the member organizations at the Annual General Meeting:

·        The President

·        The Vice President

·        The Treasurer

The term of office for elected Officers shall be two (2) years. Directors representing the member organizations shall serve at the discretion of their own organization. The Secretary and the FIS Council member (or member-designate) shall be directors ex officio.

In the event of a vacancy in the position of an elected Officer, a replacement, to serve until the next General Meeting of the Association, shall be chosen by majority vote of the Directors representing the member organizations.

4.3       Voting

The elected Officers of the Association and the Directors representing the member organizations shall be voting members of the Board of Directors. All other members of the Board of Directors shall be non-voting members. Member organizations with current Olympic status shall have 2 votes, with Member organizations not having current Olympic status having 1 vote.

Questions arising at any meeting of the Board shall be decided by a majority vote, unless otherwise stated in this By-Law.  In the case of an equality of votes, the Chairperson, in addition to his or her original vote, has a second or casting vote. A declaration by the Chairperson that a resolution has been carried and an entry to that effect in the minutes is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour or against the motion.

4.4       Duties and Responsibilities

The Board of Directors shall:

·        Perform such duties and take such actions as may be necessary in the interest of the Association, provided such actions are not inconsistent with the Canada Corporations Act and the regulations of FIS;

·        Establish such Committees as are necessary for the administration of the Association;

·        Appoint, where necessary, Chairpersons and members of Committees of the Association;

·        Approve the method of calculating the financial assessment necessary for the continued operation of the Association;

·        Appoint signing officers;

·        Endorse or nominate persons to represent the CSA at the FIS;

·        As an operating principle co-operatively find ways to ensure sufficient funds are available to enable CSA and member organization appointed FIS representatives to attend their respective FIS committee meetings.

4.5       Meetings

The Board of Directors shall meet a minimum of one time per year in addition to the meeting held immediately after the Annual General Meeting. Notice of meetings other than the meeting held immediately after the Annual General Meeting shall be circulated by the Secretary at least fourteen (14) days in advance.

4.6       Indemnification of Directors

All Directors and other legal representatives of the Association and their heirs, executors, and administrators shall from time to time and at all times be indemnified and saved harmless, out of the Association, from and against:

·        Any liability and all costs, charges, and expenses whatsoever that they incur or sustain in respect of any action, suit, or proceedings against them for or in respect of any act, deed, matter, or things made, done, or permitted by them in respect of the execution of the duties of their office; and

·        All other costs, charges, and expenses that they sustain or incur in or about or in relation to the affairs of the Association except such costs,

charges, or expenses as are occasioned by their own willful neglect or default.

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5.         OFFICERS

5.1       President

The President shall:

·        Preside at all General Meetings and meetings of the Board of     Directors;

·        Supervise the affairs and operations of the Association;

·        Ensure that all orders and resolutions of the Board of Directors are carried out;

·        Sign all documents requiring the President's signature;

·        Lead the Canadian delegation at the FIS Congress;

·        Serve as an ex officio member on all committees of the Association;

·        Serve as an ex officio member on the Executive Committee of all          member organizations;

·        Exercise such other duties as may from time to time be assigned by        the Board of Directors.

5.2       Vice President

The Vice President shall:

·        During the President's absence or inability to act, perform the duties of the President;

·        Co-ordinate the efforts by the Association and its member organizations to ensure that matters related to risk management are carried out in an appropriate manner;

·        Oversee the conduct of the Association's relations with other organizations related to the operation of snow sport in general in Canada, such as but not limited to, the Canadian Ski Council and the Canadian Olympic Committee;

·        Exercise such other duties as may, from time to time, be assigned by the Board of Directors. 

5.3       Treasurer

The Treasurer shall:

·        Keep or cause to be kep\ full and accurate accounts of all receipts and disbursements of the Association in proper books of account;

·        Deposit or cause to be deposited all monies or valuables in the name and to the credit of the Association in the bank or banks from time to time as designated by the Board of Directors.

·        Exercise such other duties as may, from time to time, be assigned by the Board of Directors.

5.4       Secretary

The Secretary shall:

·        Co-ordinate and attend all meetings of the Board of Directors;

·        Serve as Secretary to all meetings of Committees of the Association;

·        Serve as Secretary to all General Meetings of the Association;

·        Give or cause to be given notice of all meetings of the Board of Directors and all General Meetings of the Association;

·        Be the custodian of the official seal of the Association;

·        Sign all documents or instruments individually or with other officers as required;

·        Perform such other duties as may from time to time be assigned by the Board of Directors.

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6.         FINANCIAL MATTERS

6.1       Fiscal Year

The fiscal year of the Association shall end on the 31^st day of March each year or on such other date as the Board may from time to time determine.

6.2       Auditors

The members of the Association at each General Meeting shall appoint auditors and fix the remuneration of the auditors. When the incumbent auditor is to be replaced, a two-thirds majority is required.

6.3       Banking Arrangements

The Board shall designate, by resolution, the officers to transact the banking business of the Association with a financial institution designated by the Board as the Association's "banker". The officers shall have the authority to operate the accounts of the Association with the "banker" and execute any agreement relating to the banking business and defining the rights and powers of the parties thereto.

6.4       Borrowing by the Association

From time to time the Board may approve any Director or officer of the Association to make arrangements to borrow money on behalf of the Association subject to the Letters Patent and Supplementary Letters Patent of the Association. This borrowing shall be on the credit of the Association and may be secured by any assets of the Association or on an undertaking as authorized by the Board.

6.5       Execution of Documents

All financial instruments for the payment of money and all notes, acceptances, and bills of exchange shall be signed by the officer or officers as authorized by the Board. Documents requiring execution by the Association may be signed by any two officers and all documents so signed are binding upon the Association. The corporate seal of the Association shall, when required, be affixed to ail documents to be executed.

The Board shall see that all necessary books and records of the Association required by the By-Laws or by any applicable statute are regularly and properly maintained.

6.6       Dues and Fees

The member organizations shall support the Association through the remittance of dues and fees to be determined each year by the Board of Directors, in order not to incur an operating deficit.

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7.         COMMITTEES AND APPOINTMENTS

7.1       Standing Committees

The Association shall have the following Standing Committees: a Nominations Committee; and an External Affairs Committee.

7.2       Executive Committee

There shall be an Executive Committee consisting of the President, Vice-President, and Treasurer plus 1 member elected by the Board of Directors.

The role of the Executive Committee shall be to make such as decision as are required on behalf of the Board of Directors between meetings of the Board, and to provide direction to the Managing Director on operational matters.

Minutes of a meeting of the Executive Committee shall be distributed to all members of the Board of Directors within three working days of the meeting.

7.3       Nominations Committee

There shall be a Nominations Committee composed of not more than five (5) persons. Members shall be appointed by the Board of Directors, and they shall elect their Chairperson from amongst themselves.

The role of the Nominations Committee shall be to ensure that there is at least one qualified candidate for each office that is to be filled by election at the forthcoming Annual General Meeting.

7.4       External Affairs Committee

There shall be an External Affairs Committee composed of all representatives of the CSA and its member organizations to Committees and Sub-Committees of FIS. Other members of the Committee shall be appointed by the Board of Directors.

The External Affairs Committee shall promote and facilitate the advancement of the interests of the Association and its member organizations in bodies which are responsible for the governance of sport on an international basis.

7.5       Other Committees

The Association may have such other Committees as are established from time to time by the Board of Directors.

7.6       Appointments

The Board of Directors may appoint such persons to represent its interests to other organizations as it may from time to time deem appropriate.

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8.         GENERAL MEETINGS

8.1       Annual General Meeting

The Association shall hold a General Meeting on an annual basis. This Annual General Meeting may be held anywhere in Canada within six months of the year end of the Association.

8.2       Notice

Notice of the time, place, and date of the Annual General Meeting, and the

nature of business to be transacted shall be given to the Board of Directors and to all member organizations not less than fourteen (14) days and not more than sixty (60) days prior to the date of the meeting. Information regarding the nature of business shall be sufficient enough to allow member organizations to make informed decisions.

8.3       Order of Business

An agenda shall be circulated prior to the Annual General Meeting which contains, but which is not necessarily limited to, the following items of business:

·        Call to order

·        Determination of quorum

·        Appointment of Recording Secretary

·        Adoption of the agenda

·        Adoption of minutes of the last General Meeting

·        Reports including financial statements

·        Appointment of auditors

·        Confirmation of acts of the Board of Directors

·        Motions

·        Election of officers

·        Adjournment

8.4       Motions

Any motion to the Annual General Meeting must be forwarded in writing to the Secretary no less than fourteen (14) days prior to the Annual General Meeting except for motions to amend the By-Laws. Notice of motions to amend the By­-Laws must be forwarded in writing to the Secretary no less than thirty (30) days prior to the Annual General Meeting.

8.5       Voting

Votes at the Annual General meeting shall be cast by member organizations. Member organizations with current Olympic status shall have 2 votes, with Member organizations not having current Olympic status having 1 vote  Questions arising at the Annual General Meeting shall be decided by a majority vote, unless otherwise stated in this By-Law. A declaration by the Chairperson that a resolution has been carried and an entry to that effect in the minutes is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour or against the motion.

Votes may be cast at General and Directors' Meetings of the Association in person or through the assignment of a written proxy. All proxies must be recorded with the Secretary of the Association prior to the commencement of the meeting at which they are to apply.

8.6       Special General Meetings

A Special General Meeting of the Association may be called by the President, or upon the instruction of the Board, or upon the instruction of a majority of the member organizations. All matters pertaining to the holding of Special General Meetings shall be the same as those matters pertaining to the holding of Annual General Meetings.

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9.         AMENDMENTS

9.1       Requirements

This By-Law may be amended by any General Meeting of the Association, provided that full and proper notice of the proposed amendment has been given, and provided that the proposed amendment is approved by at least a two-thirds majority vote. A motion to amend this By-Law may be submitted by the Board of Directors or by any member organization.

9.2       Notice

Notice of a motion to amend this By-Law, along with the wording of the proposed amendment, must be forwarded in writing to the Secretary no less than thirty (30) days prior to the date of the General Meeting.  Upon receipt of notice of a motion to amend this By-Law the Secretary shall provide a copy of same to the Board of Directors and to each member organization no less than fifteen (15) days prior to the date of the meeting.

9.3       Date of Effect

Amendments to this By-Law shall come into effect immediately upon their adoption by the General Meeting unless otherwise specifically indicated.

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