Ontario Association on Developmental Disabilities
By-laws as Approved by the Membership
April 7, 2005

Article 1. Head Office

The office of the Association shall be in the City of Toronto, in the County of York, in the Province of Ontario, or at such place in the Province of Ontario as the Board of Directors may from time to time determine.

Article 2. Seal

The seal, an impression of which is stamped in the margin of this page, shall be the Corporate Seal of the Association.

Article 3. Interpretation

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

a) the singular includes the plural

b) the masculine gender includes the feminine and vice versa

c) "Board" means the Board of Directors of the Association

d) "Association" means the Ontario Association on Developmental Disabilities

e) "Letters Patent" means the Letters Patent and any supplementary Letters Patent

f) "Documents" includes deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immoveable or moveable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, bonds, debentures or other securities and all paper writings 

g) "Regions" refers to Regions in Ontario as defined by the Board of Directors from time to time

Article 4. Purposes

The Ontario Association on Developmental Disabilities was incorporated by letters patent under the Companies Act of the Province of Ontario. The Purposes and Objects of the Association are as follows:

• To provide a professional organization facilitating cooperation among those engaged in services, training and research in the area of developmental disabilities.
• To support the highest standard of services, training and research in the area of developmental disabilities.
• To encourage research and to disseminate new knowledge in the field of developmental disabilities.
• To encourage continual development of workers and personnel and increased student interest in the field of developmental disabilities.
• To promote the welfare of persons with developmental disabilities by providing support to the individuals who work with them and to the field in general.
• To review and influence public policies as they concern developmentally disabled persons and those who work on their behalf.
• To ascertain and promote preventative measures which can be initiated in the field and on behalf of person who are developmentally disabled.
• To accept, receive and take by device, bequest or gifts and to hold, possess and enjoy for the objects of the Association donations, gifts, grants, devises, bequests or real and personal property of all kinds and upon such other terms and conditions and upon such trusts as the donor or donors of any such property may prescribe.
• To promote appropriate community based services.

Article 5. Membership

a) Eligibility

Voting membership in the Association will be open to any person:

1. who, in the course of their professional activities is, or has been, involved in the study, support, habilitation and care of people with developmental disabilities
2. and who supports the purposes and objects of the Association
3. and who pays an annual membership fee, if any is set by the Board of Directors, subject to requirements of these By-Laws.

The Board may from time to time, determine membership categories other than "voting member".

b) Membership Year

The membership year shall be from January 1 to December 31.

c) Membership Dues

Whether there shall be annual membership dues, and if so the amount of annual membership dues of the Association, will be established by the Board of Directors from time to time.

d) Responsibilities

It is the responsibility of the membership to support the purposes and objects of the Ontario Association on Developmental Disabilities.

e) Termination of Membership

1. Membership in the Association shall cease to exist upon a member's written resignation, non-payment of annual membership dues, or death.
2. A member may be removed from the membership for conduct which tends to injure the Association, is contrary to, or destructive of its purposes, or infringes the generally accepted standards of professional conduct as expected by the field. Charges of such conduct shall not be entertained unless submitted in writingto the Board by two (2) Association members. Upon receiving the charges, the Board shall notify the member, giving him/her the opportunity to respond to the charges. A member shall not be removed from membership except by two thirds (2/3) vote of the members in good standing of the Board. Restoration of membership shall require approval by a majority vote of the members in good standing of the Board.
3. A member may resign in good standing, provided that he/she has paid their fees for the current year, has no other obligations and has not been notified of a charge of misconduct pursuant to these By-Laws.
4. A person who has resigned in good standing may be reinstated without prejudice.

f) Voting at Meetings

Each voting member who has paid their fees, for the year in which the members meeting(s) take place, shall be entitled to one vote.

Article 6. Meetings

a) Annual General Meetings of the Membership

The Annual General Meeting of the membership shall be held not more than one hundred and twenty (120) days after the end of the fiscal year of the Association at a time and place as shall be determined by the Board of Directors for the transaction of the following business:

1. approval of minutes of the previous Annual General Meeting of the membership
2. amendment of By-Laws (if applicable) according to the provisions of these By-Laws
3. receiving reports of the activities of the Association during the preceding year, the annual financial statement and the report of the auditors
4. the appointment of auditors for the fiscal year
5. the presentation of the slate of nominees presented by the Nominating Committee for election of positions as Directors
6. the election of Directors
7. the transaction of any other business, either special or general which is pertinent to the interests of the membership and which may properly come before the Annual General Meeting without prior notice.

b) General Meetings of the Membership

The Chairperson of the Board of Directors may convene a General Meeting of the membership at any time or place for business relating to the affairs of the Association.

c) Members. Agenda Items

Any member wishing to have any matter connected with the affairs of the Association brought up or discussed at any General Meeting of the members shall notify the Secretary of the Association in writing of such matter at least twenty-one (21) days before the meeting; upon receipt of such notification the Secretary shall place the matter on the Agenda of the meeting.

Article 7. Requisition for Special Meetings of the Membership

a) Members may requisition a Special Meeting of the Membership if one-tenth of the members in good standing present a written request stating the nature of the business to be transacted and forwarding it to the Association Chairperson in care of the OADD administrative office.

b) The Directors shall give notice, within fourteen (14) days of receipt of the requisition, that a special meeting of the membership will be held.

c) The special meeting of the membership shall be held within sixty (60) days of receipt of the requisition.

Article 8. Notice of All Members Meetings

a) Notice of a meeting of members will be made available thirty (30) days prior to the meeting. Such notice may be provided through the postal system, internet mail, website posting, or by any other means which the Board of Directors deems to be sufficient to ensure that members have reasonable access to the notice. 

b) The notice shall include the date, time and location of the meeting, and wherever possible, the nature of the business to be transacted. In the case of an Annual General Meeting, notice of By-Law amendment is to be included in the notice. 

c) Advance written notice of a meeting is not necessary if the meeting date was approved in advance at the immediate preceding meeting.  

Article 9. Quorum for All Members Meetings

a) The presence of twenty (20) of the members in good standing, ten (10) of whom are not directors, shall be a quorum.

b) No business shall be transacted at a meeting of members unless the requisite quorum is present at the commencement of the meeting and throughout the transaction of the business of the approved agenda, with the exception of adjournment.

Article 10. Procedure at Membership Meetings

a) In the absence of the Association Chairperson the members present shall choose a Director as chair of the meeting.

b) Should the chosen Director decline or no directors be present the members shall choose a chair from one of their members.

c) All questions arising shall be decided by a majority of votes.

d) In the event of an equality of votes the Chairperson for the meeting shall have the casting vote.

e) All meetings of members shall be conducted in accordance with Robert Rules of Order.

Article 11. Board of Directors

a) Composition

1. The affairs of the Association shall be managed by a Board of Directors of at least thirteen (13) in number.
2. The Directors shall be elected annually by the membership except as provided for in these By-Laws.
3. In addition, the immediate Past Chairperson shall be deemed to be a member of the Board.
4. In addition, any Special Interest Group shall be entitled to be represented on the Board of Directors by the appointment of its Chairperson, or designee if approved by the membership of the Special Interest Group, as a Director of the Association.
5. Should the number of Directors fall below eight (8) the membership shall be notified and a special meeting of the membership called in accordance with these By-Laws.

b) Term of Office Each Director shall serve for a two year term to commence the day of the first duly constituted meeting of Directors following the Annual General Meeting of Members at which they were elected. Exceptions:

1. Directors who have been elected as the Chairperson or Chairperson Elect shall have their terms adjusted so as to allow them to fulfill the duties of their Offices, such adjustment to be affirmed by the members when they approve the actions of the Board at the Annual General Meeting of Members.
2. Directors who have been appointed to the Board by the membership of a Special Interest Group shall continue on the Board only so long as they continue to represent the Special Interest Group.

Exception:

A Director who has been appointed as the Chair-Elect. In this instance the term will be adjusted to fit the extension of term. This to be affirmed by the members when they approve the actions of the Board at the Annual General Meeting of the Membership.

c) Election

At each Annual General Meeting of the Membership a number of Directors equal to the seats vacant, due to resignation and/or those retiring, shall be elected for full terms or to complete a term.

d) Re-Election

A Director is not eligible for re-election after having served for a total of six (6) consecutive years until a period of eleven (11) months has elapsed from the date of retirement.

e) Vacancies

1. Vacancies on the Board of Directors, with the exception of the immediate Past Chairperson, may, as long as a quorum remains in office, be filled by the Board.
2. Directors appointed in mid year will serve for the remainder of the Board year only. As with any member of the Association they are eligible for nomination at the next Annual General Meeting of the Membership should they agree to let their name stand.
3. When a vacancy occurs within a period of sixty (60) days prior to the date of the Annual General Meeting of the Membership such vacancy will be filled by nomination at the time of the Annual General Meeting of the Membership.

f) Eligibility

1. Each candidate for Director shall be a person at least eighteen (18) years of age.
2. Each candidate for Director must be eligible for membership in the Association and be a member at the time they agree in writing to let their name be considered for election or appointment.
3. No candidate for Director shall be an undischarged bankrupt or a mentally incompetent person as so found under the Mental Incompetency Act (R.S.O. 1980).
4. No candidate for Director may be an employee of the Association or currently be contracted to perform services for the Association.

g) Vacation of Office of Director

The office of a Director of the Association shall be vacated:

1. if, by notice in writing to the Association, he/she resigns
2. if he/she misses three (3) or more consecutive meetings of the Board of Directors in a consecutive twelve (12) month period
3. if he/she becomes bankrupt or suspends payment or compounds with his/her creditors or makes unauthorized assignment or is declared insolvent
4. if he/she become mentally incompetent as so found under the Mental Incompetency Act (R.S.O. 1980)
5. if he/she become ineligible pursuant to these By-Laws.

Any vacancy on the Board so created shall be filled in the manner prescribed in these By-Laws.

h) Removal of Directors

The members may remove any Director before the end of their term, by a two thirds majority of votes cast at the Annual General or a Special General Meeting of the Membership called for that purpose.

i) Responsibilities

The Board of Directors is responsible for the Management and conduct of all affairs of the Association in accordance with its letters patent and by-laws, and the formulation of necessary policies, and in so doing shall, 

1. elect or appoint officers and members of the executive as provided in these by-Laws and the chairpersons of the nominations and standing committees
2. appoint and constitute additional committees as it deems necessary and appoint the chairperson
3. authorize necessary expenditures including the purchase of and rental of property and the making of contracts
4. authorize the borrowing of money upon the credit of the Association on cheques, promissory notes, bills of exchange or otherwise in such amounts and subject to such terms as may be considered advisable, and may assign, transfer, convey, hypothecate, mortgage, charge or pledge to or in favour of the bank, any property of the Association, real or personal, moveable or immoveable, present or future including book debts, unpaid calls, rights, powers, undertakings, franchises and the Association's own debentures, as security for the fulfillment of any liabilities or obligations, present or future, of the Association to the bank, and may empower the bank or any other person or persons to sell by public or private sale, assign, transfer or convey from time to time any such property; and may sign, make draw, accept, endorse, execute and deliver on behalf of and in the name of the Association all such cheques, promissory notes, bills of payment of money, warehouse receipts, bills of lading, agreements to give security, assignments, transfers, conveyances, hypothecates, mortgages, pledges, securities, and other agreements, documents and instruments as may be necessary or useful in connection with the borrowing of money and other banking business of the Association.
5. authorize any one (1) or more Directors, Officers, Staff or agents of the Association to exercise the responsibility to any of the rights, powers and authorities conferred by this article
6. authorize the signing by the Treasurer and other such Officers, Employees or Agents as shall be determined by the Board, of all cheques, bills of exchange or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the Association
7. appoint staff as appropriate and exercise through the Chairperson such direction over administrative affairs as is necessary for effective pursuit of the Association's objectives
8. any and all actions of the Board of Directors may be reviewed by the membership at the next General Meeting of the Membership, but no action or right acquired by such action shall be prejudicially affected by any amendment or rejection of the action.

j) Quorum of Directors

No business of the Association shall be transacted by its Directors except at a duly constituted meeting at which a majority of Directors is present.

k) Director's Voting

Questions arising at any meeting of the Directors shall be decided by a majority of votes. In the case of equality of votes, the chairperson of the meeting shall have the casting vote.

l) Meetings of the Board of Directors

1. Meetings shall be held at a time and place in the Province of Ontario as may be decided by the Directors.
2. Notice of all meetings shall accompany minutes of the previous meeting and be mailed from the administrative office within a time that will get them to Directors no less than five days before the upcoming meeting.
3. No notice need be given if the Board of Directors have set a day, time and month for regular meetings.

m) No Remuneration of Directors

Directors shall serve without remuneration and no Director shall indirectly or directly receive and profit from his/her position as such, provided that a Director may be reimbursed for reasonable expenses incurred by him/her in the performance of his/her duties.

n) Directors in Conflict of Interest

Every Director is in a fiduciary relationship with the Association and is under an obligation to act in the utmost good faith towards the Association in his/her dealings with it or on its behalf.

Every Director who in any way directly or indirectly or who has a spouse who in any way directly or indirectly has an interest in a proposed or existing contract or transaction of the Association shall make a full and fair declaration of the nature and extent of the interest at a meeting of the Board of Directors. In the case of a proposed contract or transaction, the declaration of interest shall be made at the meeting of the Board of Directors at which the question of entering into the contract or transaction is first taken into consideration, or, if the Director or Director's spouse is not at the date of that meeting interested in the proposed contract or transaction, at the next meeting of the Board of Directors held after the Director or the Director's spouse becomes so interested.

In the case of an existing contract or transaction, the declaration shall be made at the first meeting of the Board of Directors after the Director assumes office and the interest comes into being. After making such a declaration no Director shall vote on such a contract or transaction nor shall he/she be counted in the quorum in respect of such contract or transaction. If a Director has made a declaration of interest in a contract or transaction in compliance with this clause, the Director is not accountable to the Association for any profit realized from the contract or transaction. If the Director fails to make a declaration of interest in a contract or transaction in compliance with this clause, the Director shall account to and reimburse the Association for all profits realized directly or indirectly from such contract.

o) Indemnity

Every Director, and the heirs, executors and administrators and estate and effects, respectively, of every Director, may, with the consent of the Association, given at a General Meeting of the Membership, from time to time and at all times, be indemnified and saved harmless out of the funds of the corporation, from and against:

1. All costs, charges and expenses whatsoever that are sustained or incurred by the Director, in or about any action, suit or proceeding that is brought, commenced or prosecuted against the Director for or in respect of any act, deed, matter or thing whatsoever done or permitted by the Director in or about the execution of the duties of his or her office and
2. all other costs, charges, expenses that are sustained or incurred by the Director in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by willful negligence or debt of the Director.

p) Directors. Code of Responsibility

Directors shall abide by the following code of responsibility:

1. Be familiar with the Association's structure, goals, objectives, activities, publications and programs.
2. Treat the affairs of the Association with the same care and diligence with which they would treat their own affairs.
3. Be familiar with the statutes and regulations under which programs of the Association operate.
4. Be familiar with the Association's budget, budget process and financial situation, and insist on an annual audit by a reputable chartered accountant.
5. Declare all conflicts of interest.
6. Regularly attend Board meetings and meetings of committees of which they are members.
7. Be familiar with and assume responsibility for the accuracy of the minutes of Board meetings and of meetings of committees of which they are members.
8. Ensure that committees, including the executive committee, if any, report on the exercise of any delegated authority to the Board of Directors and do not overstep their authority.
9. Ensure that the Association has access to competent legal and accounting services.
10. Ensure that the Board of Directors as a whole determines the policies and manages the affairs of the Association.

q) Consent of a Director

A person who is elected or appointed as a Director is not a Director unless:

1. He/she is a member pursuant to these By-Laws.
2. He/she agreed in writing to have their name put on the slate for election or presented to the Directors for appointment.

Article 12. Officers

a) Composition

1. The Officers of the Association shall be a Chairperson, a Chairperson Elect, an Immediate Past Chairperson, a Treasurer and a Secretary.
2. No two offices may be held by the same person except the office of Secretary and Treasurer by direction of the Board in which case the office shall be referred to as Secretary/Treasurer.
3. The Officers of the Association shall be elected by the Directors at the first duly constituted meeting following the Annual General Meeting of the Membership.

b) Vacancies

1. If a vacancy occurs in the office of chairperson or if for any reason the chairperson is no longer able to act in that capacity, the chairperson-elect is authorized to act and assume all responsibilities of the office of chairperson for the remainder of the predecessor's term.
2. Vacancies in other offices shall be filled by the Directors for the balance of the unexpired terms from amongst those eligible to serve.

c) Removal of Officers

An officer of the Board may be removed from office before the end of their term,

1. If they cease to be a Director or a member as pursuant to these By-Laws.
2. If the recommendation for removal comes from two of the Directors with a request to discuss the matter at an upcoming Directors. meeting and the action is approved by a vote of two-thirds of Directors.

d) Officers. Responsibilities

Chairperson. The Chairperson shall:

1. Represent the Association in the community.
2. Preside at all General and Annual General Meetings of the Membership and act as Chairperson of the Board of Directors and the Executive Committee.
3. Exercise general supervision over all Association activities in accordance with policies determined by the Board of Directors.
4. Be a member ex-officio of all committees except the nomination Committee.
5. v) Delegate any of the above duties as appropriate.

Chairperson-Elect. The Chairperson-Elect shall:

1. Assume the duties of the Chairperson in the absence for any reason of the Chairperson.
2. Carry out such duties as are assigned by the Board of Directors or the Chairperson.

Treasurer. The Treasurer shall:

1. Exercise general supervision over the financial administration of the Association.
2. Ensure that full and accurate accounts of all receipts and disbursements are maintained.
3. Ensure that all monies or other valuable effects in the name of and to the credit of the Association are deposited in such banks as may be directed by the Board of Directors.
4. Disburse funds in accordance with the direction of the Board of Directors.
5. Submit the books of account for audit at the close of the fiscal year and present the audited financial statements to the membership at the Annual General Meeting of Members.
6. Present budgets and financial statements as required by Directors, Committees and the membership.
7. Be the chairperson of any finance committee.

Secretary. The Secretary shall:

1. Act as Secretary to the Board of Directors and Executive Committee if applicable.
2. Ensure maintenance of accurate records of all General, Board and Executive meetings and that there is proper control and storage of all correspondence and of all reports of Committee Chairpersons, and shall present reports, statements or surveys as required by Directors, Committees or outside agencies and be the custodian of the Association's corporate seal and all its documents.

Past Chairperson. The Past Chairperson shall:

1. Chair the Nomination Committee.
2. Perform other such duties as requested by the Board of Directors.
3. Serve as Past Chairperson for one year.
4. Shall have the full rights, privileges and responsibilities of a Director.

Article 13. Employees

The Board may from time to time appoint employees who shall have such duties as are determined by the Directors.

Be retained as needed by the Association.

Maintain employment at the pleasure of the Board or until their resignation is accepted.

Employees will be responsible to the Board of Directors through the Chairperson.

Employees will assist the Executive Committee in the co-ordination of operational activities of the Association including maintaining the Head office and helping to promote the well-being of the Association.

Article 14. Executive Committee

a) Composition

1. The Executive Committee shall consist of the Officers of the Association and one (1) other Director to be appointed by the Board at the first duly constituted Directors meeting following the Annual General Meeting of the Membership.
2. Additional persons may be appointed to the Executive Committee for specific purposes and at that time have all rights and privileges of the Committee.

b) Vacancies

Vacancies on the Executive Committee shall be filled immediately by the Board of Directors for the remainder of unexpired terms provided that all requirements of these by-laws are met.

c) Responsibilities

1. Be responsible for the management of affairs of the in periods between meetings of the Board of Directors.
2. Act for the Board in the interim on matters requiring immediate attention except matters which are counter to approved Board policies and decisions.
3. Consider all emergency requests for funds and may in such circumstances authorize on behalf of the Board expenditures not provided for in the adopted budget.
4. Be responsible for the appointment of employees.
5. Be the Planning Committee of the Board and be responsible for corporate financial planning, co-ordinating the work of the Board and recommending its priorities, new direction and agenda.

All significant actions and decisions taken by the Executive Committee shall be subject to review by the Board at its next regular meeting, but no act done or right acquired by such action shall be prejudicially affected by any amendment or rejection of the action.

d) Meetings

1. The Executive Committee shall establish a schedule of meetings to take place during the year, within six weeks of the Annual General Meeting.
2. Such meetings may be in person or may utilize distance technology.
3. Meetings other than those regularly scheduled may be called by the Chairperson with two (2) days notice.

e) Quorum

1. A quorum for the transaction of any business by the Executive Committee shall be a majority of the elected and appointed members.

Article 15. Nominating Committee

a) Composition

The Nominating Committee shall consist of:

1. A Chairperson who is the Immediate Past Chairperson or, if the Immediate Past Chairperson is not available, an officer but not the Chairperson of the Board of Directors.
2. An additional member of the Board of Directors.
3. One voting member who is not a Director.

b) Vacancies

Vacancies on the Nominating Committee shall be filled by the Board from the membership.

c) Eligibility

The Chairperson of the Nominating Committee shall be an officer of the Association and the members, members of the Association.

d) Non-Disqualification

No member of the Nominating Committee who is otherwise qualified shall be disqualified from nomination to the Board.

e) Responsibilities

The Nominating Committee shall:

1. Solicit potential nominees for election to the Board of Directors.
2. Submit to the Board of Directors, at least thirty (30) days prior to the Annual General Meeting of the Membership, its recommendations of nominees for election to the Board of Directors.
3. Present its nominees for election to the Board of Directors at the Annual General Meeting of the Membership.

Article 16. Ad Hoc and Standing Committees

a) Composition

The Board of Directors may from time to time appoint ad hoc or standing committees consisting of a Chairperson and such members or Directors and other persons as may be necessary to manage the activities of the Association.

b) Authority

1. The Board of Directors shall prescribe the duties, authorities and accountabilities of ad hoc and standing committees. The Board of Directors may at any time revise the duties and the authority of any committee and may at any time remove any person from any such committee.
2. No ad hoc or standing committee shall have authority to bind the Association for the payment of money or the performance of any contract or the carrying out of any obligations, or duty, the authority to do so hereby being specifically reserved expressly unto the Board of Directors or the duly authorized and elected officers of the Association.

c) Voting

Subject to direction of the Board of Directors, ad hoc and standing committees may meet for the transaction of business. A majority of members shall be a quorum and questions arising at any meeting shall be decided by a majority of votes. In the equality of votes, the Chairperson shall have the casting vote.

Note: The provisions of this Article do not apply to the Executive or Nominating Committee.

Article 17. Election Procedures

a) Election of Directors

1. In the election of Directors, the Chairperson of the Nominating Committee shall move a resolution adopting the report of the Nominating Committee.
2. If the resolution is seconded and carried the Chairperson of the Annual General Meeting of the Membership shall declare the nominees named in the report duly elected to the Board of Directors.
3. If the resolution is not seconded or is defeated, the Chairperson of the Annual General Meeting of the Membership shall declare the meeting open for nominations and shall receive in nomination, the names of said nominees, together with the names of all other eligible to stand as Directors and whose nomination is then made and seconded.

Upon nominations being closed, the election shall be by ballot and the Chairperson of the Annual General Meeting of the Membership shall declare the nominees receiving the highest number of votes to be duly elected to the Board of Directors.

Article 18. Signing Authority

The Board of Directors shall from time to time, by resolution, designate the Treasurer and which other officers, directors or employees may sign documents on behalf of the Association.

Article 19. General

a) Fiscal year

The Fiscal year of the Association shall be January 1 to December 31.

b) Board Year

The Board year shall be April 1 to March 31.

c) Amendments to By-Laws

1. The Board of Directors may pass, amend or repeal by-laws for the management of the Association, but these must be submitted to the next following Annual General Meeting of the Membership of the Association. If the by-law, amendment or repeal is not ratified, it is automatically revoked.
2. Notice of Motion for amendment must be included in the Notice of the Annual General Meeting of the Membership at which the amendment or amendments will be voted upon.

Article 20. Dissolution

If dissolution is desired at any time, the Association shall notify any Ministry of government involved in the operation of any activity sponsored by the Association of the desire for dissolution, in writing, not less than sixty (60) days before surrender of the charter or as otherwise required by law.

Article 21. Repeal of Prior By-laws

All prior by-laws, resolutions or other enactments of the Association inconsistent with this by-law are hereby repealed.