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CANADIAN SENIORS' GAMES ASSOCIATION (CSGA) - ASSOCIATION CANADIENNE DES JUEX D'AINES (CSGA)

CONSTITUTION

Purpose

(1) CSGA believes that every Canadian individual age 55 years and over has the fundamental right to the opportunities for enrichment, fulfilment and improved quality of life and health provided through participation in a broad variety of recreation, sport and organized games activities.

(2) CSGA shall act as a promoter of NATIONAL SENIOR=S GAMES FOR CANADIAN SENIORS 55 PLUS years of age.

(3) CSGA shall encourage provincial organizations to develop, stimulate and promote senior=s sports, recreation and other related activities across the country.

(4) To generally promote in all its facets, senior=s sports, recreation and related activities across Canada.

Code of Ethics

1. To ensure that equal opportunities for participation in the CANADA SENIORS GAMES are made available to all Canadians, aged 55 years and over, regardless of age, ability, sex or race.

2. To involve seniors in the planning, leadership and evaluation of the CANADA SENIORS GAMES.

3. To take cognizance that the rules and length of participation schedules should take into consideration the age and ability levels of the senior participants.

4. To assist and/or encourage the respective provincial organizations to require suitable supervision by providing certified and/or experienced officials, capable of encouraging maximum participation, good sportsmanship and good technical skills for Provincial and/or National events.

5. To assist and/or encourage the Provincial organizations in their offering of clinics to improve standards of coaching and officiating with the emphasis on good sportsmanship.

CANADIAN SENIORS GAMES ASSOCIATION (CSGA)

ASSOCIATION CANADIENNE DES JEUX D'AINES (CSGA)

BYLAWS

ARTICLE 1: MEMBERSHIP

1. a) Membership in the Association shall be open to any dividual or organization interested in furthering the objectives of the Association

a) Each elected / appointed representative from each geographic region as outlined para 225 (3) shall become a Director of the Association and these Directors shall form the Board of the Association.

2. Any individual or organization may apply or reapply to the secretary to become a member of the Association ,and shall become upon approval of the Board of Directors.

3. The Board of Directors in their discretion shall have the right to refuse membership ,or to refuse continuing membership, to any individual or organization upon any proper grounds.

4. The Board of Directors may, by resolution, fix annual or special fees for each of the following classes of membership and the times and means by which such fees shall be paid.

5. There shall be three classes of membership in the Association all of which are nontransferable, styled as follows with the following rights attached to each representative class, namely:

a) Voting membership - which shall be available and limited to one membership from each provincial or territorial or regional senior games association which shall be represented by an individual elected or appointed by such provincial, territorial or regional association; such membership shall carry the right to vote at all meetings of the association and such member shall be entitled to one vote; and shall be entitled to notices of meetings;

(b) Non-voting memberships - which shall be available and apply to all members except members referred to in subclause (a) hereof; such membership shall NOT carry the right to vote at meetings of the Association, and such member shall have no vote.

(c) Honorary Membership - which shall be reserved for and limited to any individual or organization which from time to time in the discretion of the Board of Directors has given exemplary long time service to the Association, or is otherwise meritorious and deserving of recognition by the Association; such member shall be a member for life, and shall have no vote at any meeting of the Association.

6. (1) Any member may withdraw from the Association by submitting to the Secretary of the Association, notice in writing of his desire to withdraw from the Association and such withdrawal shall be effective upon receipt bY the Secretary of such notice.

(2) Any individual or organization who has been removed from the membership list pursuant to these By-Laws, may apply to the secretary to renew his membership in the Association upon payment of all current and outstanding fees or assessments or dues.

7, An individual or organization shall cease to be a member of the Association:

(a) By submitting his resignation in writing to secretary of the Association;

(b) On his/her death or, in the case of an organization, on dissolution;

(c) On being expelled; or

(c) On becoming a member not in good standing.

8. (1) The Board of Directors may expel at any time, by ordinary resolution and after written notice to the member to be expelled, membership in the Association from the date stated in such resolution.

(2) A member may also be expelled at any time by special resolution duly passed by the members of the Association and said member shall stand expelled from the membership in the Association from the date stated in the resolution.

9 All members are in good standing except a member who has failed to pay his current membership fee or assessment for any year and such member shall be automatically removed from the membership list by the secretary at the expiration of six months from the end of such year, and further that member shall lose all rights and privileges of membership in the Association.

10. Each individual or organization member may attend each annual and all special general meetings of members of the Association.

11. Only a member in good standing, if otherwise entitled to, may vote at any meeting of the Association.

ARTICLE 2: MEETING OF THE MEMBERS

12. Special general meetings and the annual general meeting of the Association shall be held in Canada at such time and place in accordance with these by-laws as the directors may decide.

13. In years when Canada Senior Games will be held, the annual general meeting shall be held at the time and place of, and in conjunction with the said games.

14. Every general meeting, other than the annual general meeting, is a special general meeting.

15. The directors may, whenever they think fit, convene a special general meeting.

16. The president shall call an annual general meeting or a special general meeting of the members of the Association within sixty (60) days after receipt of a written request for a meeting signed by at least one-third (1\3) of the members.

17. (1) Every voting member shall receive sixty (60) days prior written notice of each annual and all special general meetings of members of the Association. In the discretion of the Board of Directors, the non-voting members may be given notice of such meetings by publication of a notice thereof in a newspaper circulating in the area of residence of the members, or otherwise.

(2) Notice of a general meeting shall specify the place, the day and the hour of the meeting, and, in the case of special business, sufficient information to allow a member to form a reasoned judgement.

(3) The accidental omission to give notice of a general meeting to, or the non receipt of notice by any of the members entitled to receive notice, or any errors in such notice, does not invalidate proceedings at that meeting.

(4) Any voting member may, at any time, waive notice of any meeting and any voting member may ratify any and all proceedings taken or had at it.

17. The first annual general meeting of the Association shall be had not more than fifteen (15) months after the date of incorporation and thereafter an annual general meeting shall be held at least once every calendar year and not more than fifteen (15) months after holding of the last preceding annual general meeting.

17. At any annual meeting or general or special general meeting, fifty (50%) percent of the voting members in good standing entitled to vote shall constitute a quorum.

20. Each voting member shall have one (1) vote. Questions arising at any meeting of the members shall be decided by a majority of votes of the members entitled to vote in the case of matters to be decided by an ordinary resolution ,and by a vote of two thirds of the members entitled to vote in the case of matters to be decided by a special resolution. In the case of an equality of votes, the chairman shall not have a second vote.

21. Where all voting members consent either generally or in respect of a particular meeting, such a member or members may participate in a meeting by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear and speak to each other, and a voting member so participating is deemed to be present at the meeting.

22. A resolution signed by all the voting member entitled to vote thereon is as valid and effective as if regularly passed at a meeting of the voting members.

ARTICLE 3: DIRECTORS AND OFFICERS

23. The property and business of the Association shall be managed by a Board of Directors and the directors may exercise all the powers and do all the acts and things that the Association may exercise and do, and which are not by these by-laws or by statute or otherwise lawfully directed or required to be exercised or done by the Association in general meeting, but subject never the less, to the provisions of;

(d) All the laws effecting the Association;

(b) These by-laws; and

(c) Rules not being inconsistent with these by-laws; which are made from time to time by the members of the Association in general meeting.

21. No rule made by the members of the Association in general meeting invalidates a prior act of the directors that would have been valid if the rule had not been made.

21. (1) At an applicable annual general meeting, the voting members shall elect a minimum of six(6) and a maximum of twelve(12) directors.

(2) Each director appointed \ elected will, preferably but not necessarily, be from a different geographic region as set out in subparagraph (3). All directors must be
individuals, at least 18 years of age, and with power under law to contract.

(3) The twelve (12) geographic regions are:

(a) British Columbia (b) Alberta
(c) Northwest Territories (d) Yukon
(e) Saskatchewan (f) Manitoba
(g) Ontario (h) Quebec
(i) New Brunswick (j) Nova Scotia
(k) Prince Edward Island (l) Newfoundland.

(3) The term of office of the directors shall be two (2) years or until their successors are duly appointed.

26. (1) The board of directors may also appoint such agents and employ such persons as they may deem necessary to carry out the objects of the Association and such agents and employees shall have such authority and perform such duties as may from time to time be prescribed by the Board of Directors.

(2) The Board may remove at its pleasure any officer of the Association. Otherwise each officer elected or appointed by the Board shall have office until his successor is elected or appointed, except that the term
of office of the president shall expire if and when he ceases to be a director.

27. The number of directors shall not be less than six 6) nor more than twelve (12). All directors shall be members.

27. The subscribers to the application shall be the first directors of the Association and shall hold office until the first annual general meeting of the members.

27. The directors shall appoint individuals to fill the offices of President, two Vice-Presidents, a Secretary and Treasurer. Each officer shall be from a different geographic region as described in by-law 25 (3), providing that the President and Secretary shall be from adjoining geographic regions.
The President shall be a director, but the other officers may but need not be directors, but must be members.

28. The office of a director shall automatically be vacant if:

(a) She\He resigns his office by delivering a written resignation to the president or secretary of the Provincial or Territories Association.

(b) She\He is removed by special resolution.

29. (1) The Board of Directors may, upon a vacancy in the office of director, in consultation with the province or territory Senior Games Association, appoint a director a member from the Province or Territory of the director so vacated, to fill the vacancy.

(1) A director so appointed holds office only until the conclusion of the next following annual general meeting of the members, but is eligible for re-election at that meeting.

(3) If a director resigns his office or otherwise ceases to hold office, the remaining directors shall appoint a member pursuant to sub-paragraph (1) to take the place of the former director.

30. The voting members may by special resolution for reasonable cause remove a director before the expiration of his term of office, and elect a successor to complete his term of office.

31. The directors shall not be remunerated for being or acting as directors but, by resolution of the board, directors may be reimbursed for all expenses necessarily and reasonably incurred by them while engaged in the affairs of the Association.

32. (1) The directors may meet together at the times and places they think fit to dispatch business, and may adjourn and otherwise regulate their meetings and proceedings, as they see fit.

(1) The directors may from time to time fix the quorum necessary to transact business, and may adjourn and otherwise regulate their meetings and proceedings as they see fit.

32 (3) The president shall be the chairman of all meetings of the directors, but if at a meeting the president is not present within 30 minutes after the time appointed for the meeting then one of the vice-presidents shall act as chairman, but if neither are present the directors present may choose one of the members to be chairman of
the meeting.

(4) A director may at any time, and the secretary on the request of a director shall convene a meeting of the directors.

33. (1) The directors may delegate any, but not all, of their powers to committees, consisting of such director or directors as they see fit, subject to any requirements of the Canada Business Corporations Act.

(4) The president shall be the ex-officio member of all committees.

(3) A committee so formed in the exercise of the powers so delegated shall conform to any rules imposed on it by the directors, and shall report every act or things done in exercise of these powers to the earliest meeting of the directors to be held after it has been done.

(4) No committee shall have the power to act for or on behalf of the CSGA Board or otherwise commit or bind the CSGA Board to any course of action. Committees shall only have the power to make recommendations to the Executive Committee.

34. A committee shall elect a chairman of its meetings, but if no chairman is elected or if at a meeting the chairman is not present within thirty minutes after the time appointed for holding the meeting, the directors present who are members of the committee shall choose one of their members to be chairman of the meeting.

35. The members of the committee may meet and adjourn as they think proper.

34. (1) Each director shall receive three (3) days notice of any meetings of the directors.

(2) No error or accidental omission in giving notice of any meeting or adjourned meeting of the board of directors or any error in a notice shall invalidate a meeting or make void any proceedings taken, provided a quorum was present at said meeting.

(3) Any director may at any time waive notice of any meeting and may ratify any or all proceedings taken.

(4) The board may appoint a day or days in any month for regular meetings at a place and hour to be named. A copy of any resolution of the board fixing the place and time of regular meetings of the board shall be sent to each director forthwith after
being passed, but no other notice shall be required for any such regular meeting.

37. Where it is deemed expedient a directors meeting may be called without notice and in such cases any six (6) board members shall constitute a quorum, business transacted at any such meeting shall be ratified at the next regular meeting of the board otherwise such business shall be null and void.

38. Where all directors consent either generally or in respect of a particular meeting, a director or directors may participate in a meeting of the board or in a committee of the board by means of such conference telephone or other communications facilities as permit all persons participating in such a meeting is deemed to be present.

39. 1. Questions arising at any meeting of the directors or any committee of the directors shall be decided by a majority of votes, unless the Canada Business Corporations Act or these by-laws otherwise provide.

37. In the case of a equality of votes, the chairman shall not have a second or casting vote.

38. No resolution proposed at a meeting of directors or committee of directors need be seconded and the chairman of the meeting may move or may propose a resolution.

40. A resolution in writing signed by all the directors entitled to vote thereon is valid and effective as if regularly passed at a meeting of the directors.

ARTICLE 4: OFFICERS

41. (1) The officers, Executive Committee of the Association, shall consist of: The President; Past President; First Vice-President; Second Vice-President; Secretary and Treasurer.

(2) The Executive Committee, or Executive, shall be responsible to the CSGA Board (see Membership 1.(b)) For the Canadian Seniors Games program between meetings of the Board.

(3) The president shall preside at all meetings of members of the Association and of directors.

(4) The president is the chief executive officer of the Association and shall supervise the other officers in the execution of their duties.

(5) The Past President shall assist the executive in the transition period following the election of a new president. The past president shall accept ad hoc and short-term assignments and other duties as required by the Executive or Board and shall be responsible for the preparation of the Nomination Slate of Officers for election of officers at the annual general meeting.

(6) A quorum of the executive shall not be less than four (4) members.

42. The vice-presidents shall, in the absence or disability of the president, shall carry out the duties of the president and shall perform all other duties from time to time imposed on them by the board.

43. The Secretary shall:

(a) Conduct the correspondence of the Association;

(b) Issue notices of meetings of the Association and directors;

(c) Record all votes and attend and keep minutes of all meetings of the Association and the directors and the books to be kept for that purpose;

(d) Have custody of all records and documents of the Association except those required to be kept by the treasurer;

(e) Have custody of the common seal of the Association;

(f) Maintain the register of members; and

(g) Perform all other duties from time to time imposed on him by the board.

44. The Treasurer shall:

(a) Have the custody of the funds and securities
of the Association and shall keep full and accurate accounts of all assets,liabilities, receipts and disbursements of the Association in the books belonging to the Association and shall deposit all the monies, securities and other valuable effects in the name and to the credit of the Association in a chartered bank or trust company or, in the case of securities, in a registered dealer and securities that may be designated by the board from time to time;

44. (b) Disburse the funds of the Association as may be directed by the proper authority, taking vouchers for those disbursements;

(c) Render to the president and directors at regular meetings of the board, or whenever the directors may require, an accounting of all transactions and statement of financial position of the Association;

(d) Keep such financial records, including books of account, as are necessary to comply with the Canada Business Corporations Act.

(e) Render financial statements to the directors, members and others when required; and

(f) Perform all other duties from time to time imposed on him by the board.

45. In the absence of the secretary from a meeting, the
directors shall appoint another person to act as secretary at the meeting.

ARTICLE 5: SEAL

46. The directors may provide a corporate seal for the
Association and they shall have the power from time to time to destroy it and substitute a new seal in place of the seal destroyed.

47. Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Association by the president and secretary, the president and treasurer, or any two directors. In addition, the board may from time to time authorize and direct the manner which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any person authorized to sign an instrument on behalf of the Association may affix the corporate seal thereto.

ARTICLE 6: BORROWING

48. In order to carry out the objects of the Association
the directors may, on behalf of and in the name of the Association, borrow money from time to time in such amounts as they deem proper and by the way of overdrafts or otherwise; to charge all the assets of the Association, real or personal, grant securities by way of mortgage, hypothecation, debenture or pledge covering all or any monies so borrowed and interest on them; and generally to raise or secure the payment or repayment of money in the manner they decide, provided that in no case shall debentures be issued without sanction of a special resolution of the Association.

49. The members may by special resolution restrict the
borrowing powers of the directors but a restriction so imposed expires at the next annual general meeting, and may in any event be removed by special resolution of the members.

ARTICLE 7: AUDITOR

50. The first auditor shall be appointed by the directors.

51. The members shall at each annual general meeting, appoint an auditor or auditors to audit the accounts of the Association, to hold office until he is re-elected or his successor is elected at the next annual general meeting of the Association.

52. An auditor may be removed by ordinary resolution of the members of the Association.

53. An auditor shall be promptly informed in writing of his appointment or removal.

54. No director and no employee of the Association shall be auditor.

55. The directors may fill a casual vacancy in the office
of the auditor.

56. The remuneration of the auditor, if any, shall be fixed by the directors.

57. The auditor may attend general meetings.

58. A complete audited or unaudited financial statement for the previous year shall be submitted for the information and approval of the members at the annual
general meeting of the Association.

59. The fiscal year end of the Association shall be December 31 in any calender year.

ARTICLE 8: NOTICE TO MEMBERS

60. A notice may be given to a member, either personally or by mail, at his residence as shown on the records of the Association.

61. A notice sent by mail shall be deemed to have been given on the second day following that on which the notice is posted, and in proving that the notice has been given it is sufficient to prove that the notice was properly addressed and put in a Canadian Post office receptacle.

62. (1) Notice of a general meeting shall be given to:

(a) Every voting member shown on the register of members on the day notice is given, and

(b) The auditor, and

(c) Honourary members.

(2) No other person is entitled to receive notice of a general meeting.

ARTICLE 9: BYLAWS

63. (1) On being admitted to membership, a member is entitled to And the Association shall give him without charge, a copy of the application and by-laws of the Association.

(2) The books and records of the Association may be inspected by any member in good standing at the annual general meeting of the Association or at any time upon giving reasonable notice to the treasurer.

64. (1) These by-laws shall not be amended, added to or repealed except by special resolution of the members of the Association.

(2) The enactment, amendment or repeal of any by-law shall not be enforced or acted upon until notice of said enforcement, amendment or repeal has been filed with the registrar of corporations and has been approved by the Minister responsible under the Canada Corporations Act.

64. (3) Notice of any meeting of members called to consider the enactment, amendment or repeal of any by - law shall set out the substance of the proposed enactment, amendment or repeal in full.

ARTICLE 10: GENERAL

65. The head office of the Association shall be in the City of Calgary, in the Province of Alberta.

66. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which capital and interest may be made available for the benefit of promoting the interest of the Association in accordance with such terms as the board of directors may prescribe.

67. The board of directors may take such steps as they may deem requisite to enable the Association to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Association.

68. In these by-laws and in all other by-laws of the Association hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as to persons shall include firms and corporations where applicable. Terms used therein where applicable shall have the meanings set out in the Canada Business Corporations Act.

ARTICLE 11: CSGA LOGO

69. The CSGA Logo was approved - minutes annual general meeting September 14, 1996.
Using as its centre piece. the stylized red maple leaf - colour Pantone 185 - Dutch fireball, and green ribbon "S" - colour Pantone 347 - Ivy Mint with numbers 55+ to the right of "S", seven in number.

ARTICLE 12: CSGA FLAG

70. The CSGA Flag was approved - minutes annual general meeting September 14, 1996.
Using as its centre piece, the stylized red maple leaf - colour Pantone 185 - Dutch fireball, and green ribbon "S" - colour Pantone 320 - Teal, set on a square white background with number 55+ to the right of and adjacent to "S". one in number, flanked by two gold fields - colour Pantone 122 Gold, the gold in the flag represents the "Golden Years, " the red
symbolizes the courage, wisdom and experience of the competitors, White stands for sportsmanship and fair play, the Green symbolizes the ever growing enthusiasm
of seniors for participation, 55+ stands for the age inclusive of the participants.

71. The overall measurements six (6) feet four (4) inches by three (3) feet with the white centre panel three (3) feet by three (3) feet, the gold panels one (1) foot six (6) inches by three (3) feet, the white hoist band four (4) inches by three (3) feet and is to the left of and adjacent to the gold field.

Amended October 30, 1999