AROHA ENTITIES FOR PERSONAL EMPOWERMENT AND SUPPORT

When in 2001, we first became interested in incorporated entities for personal empowerment and support of vulnerable individuals, we called these microboards. The term for this context was invented in the mid-1980s by David Wetherow in Winnipeg. We invited David and Fay Wetherow to lead a workshop about microboards in Guelph in November 2001 and about 60 people attended.

We were so impressed with this way of trying to "secure" a good life that we went ahead and incorporated what was probably the first "microboard" in Ontario. However, we have not used the term here. For one thing, microboard now suggests a computer component to the uninitiated, and seems to stress governance. For another, the term "microboard" has been very successfully appropriated by the Vela Microboard Association of British Columbia which does not want others to use the term unless they contract to follow Vela in all details. For a third reason, we wanted a distinctive word with warm, rich meanings that are appropriate to its functions. So we chose the word Aroha.

The Maori word "aroha" from Aotearoa/New Zealand is proposed as the generic term for incorporated entities for personal empowerment and support (that are similar to “microboards” in British Columbia or “self-directed support corporations” in various American states).

Aroha means the various qualities and values that are needed in a caring circle of friends. Its meanings include affection, love, charity, compassion, empathy, concern, trust, pity, understanding and true friendship—all in active ways, not just ideas or feelings.

The first Aroha entity in Ontario was incorporated with and around a man in Guelph. "Adam". He with members of his Aroha have shared their experience with other circles of families and friends who wanted to incorporate. This introduction to Aroha entities has been updated in 2007 to reflect the experience of the several other pioneers who have followed Adam's example. We thank them all.

QUESTIONS AND ANSWERS

 

What is an Aroha entity for personal empowerment and support?

An Aroha is formed when a group of committed family members and friends join together with a person with disabilities to incorporate an organization according to the laws of the province, state or nation in which they live. This entity has the objects and legal powers to address the vulnerable person's planning and support needs, to create solutions, and to manage resources in ways that are responsive and accountable.

The Maori word “Aroha” from Aotearoa/New Zealand is proposed as the generic term for incorporated entities for personal empowerment and support (similar to “microboards” in British Columbia or “self-directed support corporations” in various American states).

Aroha means the various qualities and values that are needed in a caring circle of friends. Its meanings include affection, love, charity, compassion, empathy, concern, trust, pity, understanding and true friendship—all in active ways, not just ideas or feelings.

The first Aroha in Ontario has been incorporated with and around a man in Guelph. This Aroha is willing to share its experience with other circles of families and friends who want to incorporate

 

Who should be interested in Aroha entities for personal empowerment and support?

Incorporated Aroha entities have great potential interest for:

  • Persons who have disabilities that make them vulnerable or socially isolated and limit their abilities to carry through business decisions about their lives. An incorporated Aroha entity should be an option for anyone who has a developmental, physical, mental, cognitive, or communication disability.
  • Everyone who cares about a relative or friend with a disability, as an Aroha can provide a platform for inviting community support to broaden and continue the good things being done by family and friends
  • Communities who can see the benefits of families and friends having real and responsible roles in protecting vulnerable and otherwise socially isolated persons from abuse, and generally promoting safety in communities
  • Government who are reassured that, with its legal powers and responsibilities, the incorporated Aroha entity functions enough like an agency to receive disability support dollars and provide fiscal management
  • Prospective foundation supporters who appreciate Aroha entities for their success in leveraging family and community investments.

 

What can an incorporated Aroha do for personal empowerment and support?

In essence, by ensuring that available resources and supports are used for the individual, in keeping with her/his wishes and needs—now, and into the future, after parents are no longer available or able to remember and take care of  “the 10,000 details”

First, members and supporters of the Aroha entity ensure that the person with a disability has ways to understand options and make decisions about her/his life. We recommend a supported decision-making agreement.

Second, an incorporated Aroha entity can have legal powers to:
a) receive and administer individualized funding directly from Government
b) administer trust funds set up by families
c) be the employer of record for support workers
d) down and maintain property such as the home of the person with a disability
e) make contracts and agreements with independent service providers and consultants
f) make contracts with facilitators and agencies that may provide “second-level” supports
g) carry liability insurance

 

This seems a new idea: has its value been proven anywhere?

Aroha entities for personal empowerment and support may be new for Ontario. However, entities called Microboards, with similar powers and functions, have already proved themselves since the 1980s in western Canada.

  • The Microboard was invented and named by David Wetherow in Winnipeg in the 1980s, as a creative response to the movement of Manitobans out of long-stay institutions. For the Wetherows’ brief history of microboard design and development, click on http://www.community-works.net/articles/microboard.htm
  • Entities called Microboards are most numerous in British Columbia where 450 have become vehicles for the practical involvement of friends and family members. The Vela Microboard Association provides exchange of information and support. Click on http://www.microboard.org
  • Microboards are also being created in various US locations including Tennessee and Utah
  • Microboards, as developed by Vela, are praised as most conducive to quality of life by Alison Pedlar, Larry Haworth, Peggy Hutchison et al. in A Textured Life: empowerment and adults with developmental disabilities (Wilfrid Laurier University Press et al. in 1999)
  • For a more theoretical discussion of Microboards in relation to concepts of leisurability, see “Funding the Individual: An Idea that Spans the Ideological Spectrum” by Troy Glover, Journal of Leisurablity 26, 4 (Fall 1999).

We already have a circle of friends and a personal support network on the PLAN model. Do we need an incorporated Aroha as well?

All these can help persons with disabilities to have better lives. All stress the critical importance of relationships with friends. All are ways that a family can invite friends and community allies to understand the needs and values of its relative with a disability and to help plan for a more secure future.

Friends in circles, networks and incorporated entities (such as Aroha, microboards, self-directed support corporations) would agree that the elements of a good life and a secure future are, as so well presented in A Good Life by Al Etmanski of PLANTM:

  • Sharing your vision
  • Building relationships in a strong circle or network of friends
  • Creating a home that offers sanctuary
  • Making a contribution
  • Ensuring choices
  • Developing your will and estate plan
  • Securing the plan

PLANTM creates personal support networks that are more formal and more enduring than circles of friends. PLAN and its affiliate organizations are committed to maintain lifelong networks around the relatives of lifetime members and to monitor their quality of life and services.

http://www.plan.ca

http://www.agoodlife.org/

A legally incorporated entity, such as Aroha or microboard, is definitely more formal than a circle of friends or a personal support network on the PLAN model. It may be chosen by families with one or more of these characteristics:

  • few or no near relatives to take trustee roles when the parents are no longer able to support their daughter/son
  • a wish to help kind friends who may assume roles as directors by more exactly defining their responsibilities
  • complex needs including difficulties of communication
  • disabilities and circumstances that call for individualized supports and funding.

We envision an incorporated Aroha entity of personal empowerment and support as the formal core of a circle or network of more informal friends.

Whom could we ask to be directors of our incorporated Aroha?

We may think that those who become directors of boards are typically lawyers, accountants, businessmen or ex-politicians. These people may bring useful skills and connections to any incorporated entity on which they serve.

But far more important for an Aroha entity for personal empowerment and support are those who really know and respect the focus person through spending good time together and "deep listening" to what are most important in their lives. Directors who share the values of the focus person and her/his family can use their legal powers to ensure that all available resources are responsibly used to support a good life.

The focus person and some family members may certainly be directors of an incorporated Aroha entity. It is good to plan for 4-5 other directors who are of different ages, abilities and interests and can bring various skills and connections to their roles. No individual who is currently paid to support the focus person can be a director.

Parents and siblings of persons with disabilities may feel short of friends. They have usually been too preoccupied with the special needs of their child to develop a wide range of good social relationships. They have had to be disciplined and self-reliant to survive. They may not feel they have been sympathetically supported by extended family members. They may hesitate to ask their few friends to take on what they imagine will be considered an unwelcome task.

We should know that there are people who care about our family. These friends may not have known how to help and may welcome an opportunity to be of service, especially when the roles are well defined. They may respect us for planning for the future. They may see their experience on such an entity as valuable for future responsibilities in their own families. They may even find joy and fulfilment in relating to other friends in the circle/network and entity.

Families who do not feel brave enough directly to ask friends and relatives to be part of the circle of friends or entity, may hire a facilitator to help them.

How can we start a legal Aroha entity around our relative with a disability?

First, think through all the following questions. Don’t rush this phase, as it is essential to the longterm success of the aroha entity and a good life for the person with a disability.

  • Do we really need an incorporated Aroha entity, or would our family, circle of friends, or personal support network be enough for our relative’s needs, now and in the future?
  • What do we want the Aroha entity to do, now and in the longer-term future?
  • Who of our relatives and friends would be willing and able to be directors? How well they know our relative with a disability? What gifts and abilities will they bring? Do they represent various ages, abilities and interests?
  • Can we handle the work of incorporation or do we need to engage a lawyer?

What are the legal requirements for incorporating an Aroha entity in Ontario?

It is quite possible to set up a non-for-profit corporation without share capital in Ontario with the objects of obtaining and managing supports for a named individual.

The founding directors may feel able to handle most of tasks of incorporation, or you may consult a lawyer. See the Not-for-Profit Incorporators’ Handbook, by the Ontario Attorney-General at:
http://www.attorneygeneral.jus.gov.on.ca/english/family/pgt/nfpinc/incorp.asp

a) Choose a corporate name. An appropriate name might be: “Friends of [person’s name]”, for example, “Friends of Adam Bede.” You will have to pay an approved searcher of records to ensure that the name you choose is not already in use and to produce what is called a NUANS Report. For a corporate name that includes the name of a living person, you will also have to get the approval of that person. 

b) Download (or otherwise obtain) the form for the Application for Incorporation of a Corporation without Share Capital (Ontario).

c) Complete the form with the following information:

    i. corporate name
      ii. address (which may not be a post office box)
      iii. full names and addresses of all persons who are to be directors (For the Ontario Companies Branch, there must be at least three directors aged at least 18; it is advisable to have between 5 and 7 directors of an aroha entity for personal empowerment and support)
      iv. objects of incorporation, with the principal object stated first, then secondary objects if any. “It is advisable to keep the objects short but broad in nature.” The objects of a corporation without share capital cannot contain a clause contrary to Section 126 of the Corporations Act which states that a corporation shall be carried on without the purpose of gain for its members.
      v. Under special provisions, a non-profit non-charitable corporation must include the “No Gain for Members” clause which is pre-printed on the form. You may also state the provision that, on dissolution of the corporation and after payment so all debts and liabilities, any remaining property shall be distributed or disposed of to charities.
      vi. Names, addresses and signatures of the applicants for incorporation; these must include all the persons identified as directors in iii. above.

    d) Submit the completed forms in duplicate with the NUANS report and the incorporation fee to the Companies Branch in Toronto. The basic fee is $155; but you may request expedited processing within 10 business days for an additional $100.

    e) When starting up an entity for personal empowerment and support, you should also draft relevant bylaws to guide the directors on membership, election and qualifications of directors, and requirements and procedures for meetings and records.

    f) Directors should all be aware also of the ongoing responsibilities of an Ontario non-profit corporation--as to filing, changing any legal information, record-keeping, auditor, and meetings. For information about these ongoing responsibilities, see "Corporate Maintenance" at http://www.attorneygeneral.jus.gov.on.ca/english/family/pgt/nfpinc/corpmaintain.asp

     

    How can an incorporated Aroha entity maintain our son/daughter’s good life when we no longer can?

    • An Aroha entity that has practised administering the necessary supports and services during the parents’ lifetime is able to keep these going smoothly through a time of emotional loss.
    • An Aroha entity that is committed to “listening” to the person with a disability through, for example, a supported decision-making agreement, will continue to respond to the person’s changing needs and evolving abilities.
    • An Aroha entity that continues to recruit new friends and community allies and to renew itself will keep expanding the person’s network of relationships
    • An Aroha entity may be named as a trustee for special funds that may be set up under the parents’ wills
     

 

{return to top of page} 
 



 
 
 

FOCUS ON MICROBOARDS
Guelph, Ontario, Canada
8th and 9th November 2001

Guelph Services for the Autistic sponsored and organized two opportunities for family members, friends, agency staff, support workers and community allies to think about the following questions: 

  • What is a Microboard?
  • How can a Microboard help a person with a disabling condition to achieve and maintain a good life?
  • What can we do to help Microboards become an option in Ontario?
David and Faye Wetherow came from Vancouver Island to relate their experience in forming the first microboard and to facilitate discussion of the questions and necessary factors. They also wove the ideas, hopes and stories about Microboards into colourful graphics which we have posted to illustrate this report. 

The Microboard: Moving Forward with the Family Model
The First Microboard
Basic Advice in Forming a Microboard
Making Microboards an Option in Ontario
Dreams of How Microboards can Support A Good Life
Goals – Positive and Achievable by November 2003 
Strategies to Make Microboards an Option in Ontario
 

The Microboard: Moving Forward with the Family Model
In the first Guelph meeting, on Thursday evening, 8th November, the Wetherows introduced the Microboard in relation to other concepts and practices of “serving” people with disabilities. They described how Co-operative and Microboard models were developed in Manitoba in the 1980s in response to the particular needs and opportunities of the movement of developmentally disabled people out of institutions. 

Microboards are now interesting as a way of flowing individualized funds to persons with disabilities themselves, supported by their family and friends, as allowed in British Columbia. But it is important that a Microboard be more than just a legally incorporated body that can administer funds and resources for and individual with a disability. It should act more like family and friends than a conventional Board of Directors. 

The Wetherows explained the Microboard as inspired by the ideals of the family and that it is essential to have the following qualities: 

  • Covenant or a promise to spend time with the person in an enduring commitment and to invite others to become friends
  • Sanctuary, meaning safety and acceptance
  • Deep knowledge and celebration of the person’s and family’s dreams and contributions
  • Sharing and connecting in trust so everyone feels supported and valued
  • Bridge-building to the larger community, “seeing places where the fabric of community can be drawn closer together”
  • Advocacy and accountability in obtaining and managing resources that are under the control of the person, family and friends.
For the Wetherows’ poster about these qualities, click on 
http://www.ont-autism.uoguelph.ca/images/micro2.jpg
   

The First Microboard

These qualities are all illustrated in the story of “Clarence” who pioneered Microboards in Manitoba. Lillian was his first friend: through her many contacts in family, church and community, she was able to ask others to be Microboard members for Clarence. 

Clarence's Microboard members were invited to: 

  • Do the things for Clarence that a good family would do
  • Be good companions for Clarence
  • Discover Clarence’s gifts and develop these into community connections and contributions
  • Provide continuity, through enduring relationships with a large enough and strong enough circle of connections that members replace themselves by Clarence being able to choose new members he already trusts when some leave.
Microboard meetings were concerned with: 
  • Reflections: How is Clarence’s life? Are we remaining true to his dream?
  • Accountability—to the Government for any public funds and especially to Clarence so his life could unfold as it should
  • Discernment
  • Evaluation
  • Conflict resolution
A Microboard based on the spirit of a family and circle of friends has various advantages compared with other models of support for people with disabilities. It is smaller, more intimate, more direct, more responsive, more enduring, and supports relationships and community connections. 

Experience over 15 years has shown the advantages of what the Wetherows call second-level supports. These are independent sources of ideas and technical expertise that a Microboard may choose to utilize and purchase. Individual facilitators or specialized agencies may help with tasks such as negotiating and advocating with government; recruiting, screening and training staff; and administering payroll. However, any second-level facilitators or agencies have no control of the funding to an individual and no authority over the person and family at the heart of an individual Microboard. 

For a poster about Clarence’s Microboard, its advantages and the possible need for second-level supports, click on  http://www.ont-autism.uoguelph.ca/images/micro1_col.jpg
 

Basic Advice in Forming a Microboard

1. Start small 
2. Begin around one person 
3. Begin to groove the pathway for funds to flow 
4. Look for any way that government already provides and can provide funding directly to a person or family 
5. Include some dollars in an individual’s budget to be able to purchase second-level supports. 
 

Making Microboards an Option in Ontario

A workshop on Friday, 9th November 2001 at the University of Guelph Arboretum Centre was attended by activist parents and friends, self-advocates, professional allies, allies in government, potential project funders, and allied community members. Its objective: to develop a body of people who are well informed, decisive and committed to moving forward with a Microboard / direct funding initiative. 

Our facilitators led us through a review of Microboard concept and practice to consider how ideas, structures and strategies might be aligned with the dreams of individuals and families and with local political, service and institutional realities in Ontario. The workshop included an extended “organizational PATH” planning process to generate a detailed graphic that can serve as an aid to memory, a focus for future reflection and evaluation, a way of testing emerging strategies and projects against the shared vision and principles, and a vivid document for communicating the plan to others. 

This report summarizes the day’s discussions and plans in terms of Dreams, Goals, and Strategies. 
   

Dreams of How Microboards can Support A Good Life

We were encouraged to express our dreams of how Microboard might help the person with whom we are most concerned. For graphic images of these dreams, click on http://www.ont-autism.uoguelph.ca/images/micro6.jpg

Dreams include: 
o Affirming the right and possibility to make choices 

o Families encouraged and empowered to look for innovative ideas and sustainable solutions 

o Peace of mind and confidence in the knowledge that a son/daughter’s life is good and less vulnerable because of good relationships 

o Succession and continuity beyond the life of parents—by inviting others to join us on the raft. 

o A means of inviting young people to keep joining the circle of support 

o Deep listening, so others besides parents know the “lore” about one’s son/daughter 

o A creative and flexible network, able to continue strong and hopeful. 

o Real sense of community: we can all be part of something wonderful. The knowledge that we can do it, but that it takes all of us. Each of us has something to contribute. 

o Positive energy, love, life-sharing, harmony, humility, and interdependence 

o Being able to continue living together with our son/daughter knowing that we can move into a context where we can receive the support we need as a family 

o Safeguards against management over-riding the spirit of a good life and against structures that dissipate energies. 

o Transforming attitudes so Government wakes up and trusts families, and people in agencies and government put their shoulders to help push the rock uphill, rather than being part of the hill. 
 

Goals – Positive and Achievable by November 2003 
Families, friends and advocates stated the goals they intend and imagine they can achieve within two years. For a graphic illustration, click on 
http://www.ont-autism.uoguelph.ca/images/micro5.jpg

  • My friend gained a home of his own
  • My son is celebrated for making a contribution to his community
  • My daughter started her own business
  • My son’s circle formed a Microboard at its core, in which he has supported decision-making powers to comment and make choices
  • My friend’s life has been transformed from its extreme distress in 2001, because we organized a circle of support and Microboard to obtain the supports he needed
  • Five family circles in one city organized local political action for direct, self-administered funding 
  • Deohacko group wrote a book about how to do it!
  • My agency responded to individuals by contributing resources and second-level supports, especially around aging parents—and attracted families to move there by flowing portable individualized funding
  • A registry for contract staff and a worker co-op were created
  • A cadre of trained and experienced facilitators has developed, some paid and some volunteer, all independent of service agencies
  • Stories of faithfulness and achievement are shared to inspire others with hope and determination
  • Documented successes with Microboards made self-determination and individualized funding public issues
  • Realization of the potential of Microboards added momentum to all the other efforts of the Individualized Funding Coalition, so that 50 per cent of all new MCSS dollars is being committed to direct funding of individuals with disabilities by 2003
Strategies to Make Microboards an Option in Ontario

Click on http://www.ont-autism.uoguelph.ca/images/micro4.jpg

Ø Strengthen links among all of us who think Microboards can help: 
- share success stories about and strategies that work for individuals 
- plan together in local groups 
- share ideas and challenges by email and on Listservs such as OAARSN and PLN 
- collect and share technical templates of technicalities of forming Microboards in Ontario (such a objects of incorporation, bylaws, etc) 
- tap into existing local groups, forums and training opportunities 

Ø Note and support the efforts of the Individualized Funding Coalition in providing advocacy tools and connections 

Ø Note that a microboard can be legally incorporated as a not-for-profit corporation (but not a charity) 

Ø Help government to feel comfortable so that it’s not necessary to change legislation or regulations to meet the needs of each person. Look for ways government already funds or could provide funding to individuals and families (such as SSAH) 

Ø A transfer payment agency might be created or adapted to flow direct government funds to various individuals’ microboards (such a TPA would be a specialized banker and have no authority over the individual microboards) 

Ø Make sure facilitators are trained, stay in touch with each other, and respond to the individual needs and goals. 

Ø Invite and enroll allies, including: 
-local MPPs 
-High school friends 
-Local parent groups 
-Church families 
-Service groups 
-Local business and community people with whom we have links 
-Self-advocates (such as People First or Bridges-Over-Barriers ) 
-Allied professionals 
    

{return to top of page} 


  
We post this information as a public service to families and individuals who are considering incorporating an Aroha entity for personal empowerment and support. Please note that this guide is based on the success of incorporating the first such aroha entity in Ontario in early 2002. Each vulnerable person and situation is different and unique. You should think through what you need and consult your lawyer. 

Please refer the advice in our Questions and Answers section, and consider especially the following questions: 

  • We already have a circle of friends and a personal support network on the PLAN model. Do we need a legally incorporated Aroha entity as well?
  • Whom can we ask to be directors of our incorporated Aroha entity?
  • How can we start an incorproated Aroha entity around our relative with a disability?
  • What are the legal requirements for an Aroha entity for personal empowerment and support in Ontario?
  • How can such an Aroha entity maintain our son/daughter’s good life when we no longer can?
NB: Please note that "words importing a male person can be adapted to refer to a female person."

    

MODEL OBJECTS FOR
AN INCORPORATED AROHA 
ENTITY FOR PERSONAL EMPOWERMENT AND SUPPORT
IN ONTARIO

The general object is to be an Aroha for the personal support and empowerment of [XX] a person with significant disabilities, who has asked trusted friends to help him to manage the supports and services he needs for a good life in his community. 

The specific objects are:
1. To support XX to understand the main factors that affect his life and well-being, to respond to the initiatives he expresses, and to ensure his needs and wishes are heeded;
2. To promote the support and respect of XX by workers and friends in his community who understand how he copes with severe disorders and who respect the alternative and augmentative ways in which he communicates;
3. Upon receiving the appropriate authority from XX and at his direction, to lawfully receive and manage funding for which he is eligible, including income support and disability support dollars from Government;
4. Upon receiving the appropriate authority from XX and at his direction, to lawfully receive and manage funds from family trusts or other special grants; 
5. To monitor the quality of all supports and services provided to XX;
6. To advocate for additional supports and resources should they become necessary;
7. To monitor legislation and policies which affect him, and to assist in developing services and policies which affect him;
8. To develop sources of income as may from time to time be appropriate, including carrying on such business or other activities as are incidental to the foregoing objects;
9. To do all such other things as are incidental and ancillary to the attainment of the foregoing purposes and the exercise of the powers of the Corporation.

In furtherance of the objects, the Corporation shall have the following powers:
1. To make contracts with and pay any employees, independent service providers and consultants;
2. To enter into arrangements with tenants or homesharers who may live in XX's residence to provide him with practical and social support.
3. To hold any and all assets in any form whatsoever to further the objects of the corporation.

Upon dissolution of the Corporation, any assets remaining after the payment and satisfaction of the debts and liabilities shall be transferred to an organization or organizations, having cognate or similar objects, which carry on their work solely in Canada.
 
 

MODEL BY-LAWS FOR 
AN INCORPORATED AROHA ENTITY
FOR PERSONAL EMPOWERMENT AND SUPPORT
IN ONTARIO

FXX: FRIENDS OF X … X …
 BYLAW #1
 TABLE OF CONTENTS

PART I   PURPOSE OF BYLAWS, LOCATION OF HEAD OFFICE,  AND PURPOSES OF CORPORATION
1.01 - Purpose of Bylaws . . . . . . . . . . . . . . . 
1.02 - Head Office  . . . . . . . . . . . . . . . . . .
1.03– Purposes of Corporation  . . . . . . . . 

PART II DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . 

PART III MEMBERSHIP
3.01 - Eligibility for Membership  . . . . . . . . . . 
3.02 - Voting Rights  . . . . . . . . . . . . . . . . . 
3.03 - Membership Records . . . . . . . . . . . . . . . 
3.04 - Protection of Members  . . . . . . . . . . . . . 

PART IV MEETINGS OF MEMBERS
4.01 - Annual General Meeting . . . . . . . . . . . . .

PART V BOARD OF DIRECTORS
5.01 - Powers of Directors  . . . . . . . . . . . . . . 
5.02 - Number of Directors  . . . . . . 
5.03 - Qualifications . . . . . . . . . . . . . . . . . 
5.04 - Term of Office . . . . . . . . . . . . . . . . . 
5.05 - Termination of Office  . . . . . . . . . . . . . 
5.06 - Vacancies  . . . . . . . . . . . . . . . . . . .
5.07 - Quorum . . . . . . . . . . . . . . . . . . . . . 
5.08 - Meetings of Directors  . . . . . . . . . . . . . 
5.09 - Procedure and Votes to Govern  . . . . . . . . . . . . . . . . 
5.10 - Remuneration of Directors  . . . . . . . . . . . 

PART VI OFFICERS
6.01 - Number of Officers . . . . . . . . . . . . . . .
6.02 - Election and Term of Officers  . . . . . . . . . 
6.03 - Vacancies  . . . . . . . . . . . . . . . . . . . 
6.04 - Duties of Officers . . . . . . . . . . . . . . . 

PART VII BUSINESS OF THE CORPORATION
7.01 - Fiscal Year  . . . . . . . . . . . . . . . . . . 
7.02 - Signing Officers . . . . . . . . . . . . . . . . 
7.03 - Banking Arrangements . . . . . . . . . . . . . . 
7.04 - Auditors . . . . . . . . . . . . . . . . . . . . 
7.05 - Borrowing Powers . . . . . . . . . . . . . . . . 
7.08 - Agents and Employees . . . . . . . . . . . . . . 

PART VIII INDEMNIFICATION 

PART IX ENACTMENT AND AMENDMENT OF BYLAWS 

PART X DISSOLUTION 

PART XI EFFECTIVE DATE 
 
 

 FXX: FRIENDS OF X … X …
 BYLAW #1

PART I - PURPOSE OF BYLAW, LOCATION OF HEAD OFFICE, AND PURPOSES OF CORPORATION

1.01 - Purpose of Bylaw
This bylaw relates generally to the transaction of the affairs of FXX, a non-profit Corporation without share capital incorporated under the Ontario Corporations Act 
(Ontario Corporation                                ) on [date]                                                             2..............

1.02 - Head Office
The Head Office of the Corporation shall be in the City of ….., County of …….., in the Province of Ontario.  The directors may, from time to time, determine the specific location of the Head Office.

1.03– Purposes of Corporation
The general purpose of FXX is to be an Aroha entity for personal empowerment and support of XX, a person with significant disabilities who has asked his friends to help him to manage the supports and services he needs. The specific objects of FXX are:

(a) to support XX to understand the main factors that affect his life and well-being. to respond to the initiatives he expresses, and to use a Supported Decision-Making Agreement to ensure his needs and wishes are heeded

(b) to ensure that XX has support workers and friends who understands how he copes with severe disorders and who respect the alternative and augmentative ways in which he communicates

(c) to receive and manage funding for which XX is eligible, including income support dollars and disability support dollars from Government

(d) to receive and manage funds from family trusts or any other special grants made to XX 

(e) to make contracts with and pay employees, independent service providers and consultants XX may need to develop his abilities and cope with his disabilities

(f) to act as the employer of record, including relating to federal, provincial and municipal government agencies, as required 

(g) to own or rent property to serve as XX’s principal residence

(h) to make contracts with tenants or homesharers who may live in XX’s residence and provide him with support or companionship 

(i) to monitor the quality of all supports and services provided to XX

(j) to advocate for additional supports and resources should they become necessary

(k) to monitor legislation and policies which affect XX;  and to assist in developing services and legislation and policies which affect XX

(l) to contract with agencies or individuals who may provide ancillary services to the Corporation

(m) to develop sources of income as may from time to time be appropriate, including without limiting the foregoing, carrying on such business or other activities as are incidental to the forgoing purposes

(n) to do all such other things as are incidental and ancillary to the attainment of the foregoing purposes and the exercise of the powers of the Corporation.
 

PART II - DEFINITIONS
In this bylaw and any other bylaws of the Corporation, the following words, unless the context requires otherwise, shall have the following meaning:

"FXX" means FRIENDS OF X… X…

"Corporation" means FRIENDS OF X… X…

"Act" means the Corporations Act of Ontario as amended or substituted from time to time;

"Letters Patent" means the Letters Patent incorporating FXX and any supplementary letters patent; 

"Regulations" means the Regulations made under the Act as from time to time amended;

"Bylaw" means any bylaw of FXX from time to time in force and effect;

"Board" means the Board of Directors of the Corporation acting as a quorum as authorized by the constitution and these by-laws;

“Board resolution” means 
i. a resolution passed at a meeting of the Board by a simple majority of the votes cast by those directors entitled to vote at such a meeting; or
ii. a  resolution that has been submitted to all the directors and consented to in writing by 75 % of the directors who would have been entitled to vote on it in person at a meeting of the Board;
“Directors” means those persons who have become either appointed, elected, first or replacement directors in accordance with these bylaws and have not ceased to be directors;

"Executive" means the Executive Officers of the Corporation as defined in Part VI of this by-law;

"Member" means any person who becomes a member of the Corporation in accordance with the requirements of Part III of this by-law. Where "member" is used in this by-law, it shall be deemed to mean a member of the Corporation;

 “Signing Officer" means, in relation to any instrument, any person authorized to sign on behalf of the Corporation pursuant to Part VII of this by-law;

Words importing the singular include the plural and vice versa, and words importing a male person include a female person and a corporation.
 

PART III - MEMBERSHIP
3.01 - Eligibility for Membership 
Members of the Corporation are the applicants for incorporation of the Corporation, and those persons who support the purposes of the Corporation and are approved by the board. The board may create two classes of members: voting directors who serve on the Board of FXX and supporting members who are kept informed and may support XX’s good life through their interests and connections with the community.

3.02 - Voting Rights 
Only directors have voting rights.

 3.03 - Membership Records
Every member shall furnish to the Corporation the address of his or her usual residence or place of business or an address to which all notices intended for the member shall be mailed or delivered.

3.04 - Protection of Members
No member of the Corporation shall, in his or her individual capacity, be liable for any debt or liability of the Corporation beyond the amount of any subscription, dues or fees payable by him or her to the Corporation.

PART IV - MEETINGS
4.01 - Annual General Meeting
The first annual general meeting of the Corporation shall be held no later than 18 months after incorporation. Subsequent meetings must be held at least one time per calendar year, and in no event more than fifteen months since the previous annual meeting. The following business shall be conducted at the annual general meeting, which shall also be an occasion to share information with the supporting members.
(a) receiving and approving minutes of any previous annual general meeting;
(b) receiving and approving financial reports and any other reports;
(c) electing Board of Directors;
(d) appointment of auditors and authorizing the Board to fix the remuneration of the auditor; 
(e) and any other business that may be properly brought before the meeting.

PART V - BOARD OF DIRECTORS
5.01 - Powers of Directors
The Board of Directors shall be responsible for:
(a) the overall direction of the Corporation;
(b) developing and approving policies of the Corporation;  and
(c) managing and directing the affairs and property of the Corporation.

The directors may, on behalf of the Corporation, exercise all the powers that the Corporation may legally exercise under the Act, Letters Patent or otherwise, unless the directors are restricted by law or by the members from exercising those powers.

5.02 - Number of Directors
The Board shall endeavour to ensure that there are at least five (5) elected directors of the Corporation, and in any event there shall be no more than eight (8) elected directors. XX shall be a director and both his mother and father may be directors. 

5.03 – Qualifications
(a) Every director shall unreservedly subscribe to and support the purposes of the Corporation, and understand and respect XX’s life plan and priorities.
(b) A director shall be at least eighteen (18) years of age. 
(c) As far as possible, the Corporation will seek to elect directors representing people of various ages and talents. 

5.04 - Term of Office
(a) A director shall be elected for a two (2) year term and may sit on the Board of Directors for a maximum of eight (8) consecutive years. An individual who has served on the Board of Directors for the maximum number of consecutive years shall be eligible for re-election to the Board on the same terms and conditions after a one (1) year absence.
(b) Every director and officer shall retire from office at the close of the annual general meeting in the year in which his term expires; but if no successor is elected or appointed and the result is that the number of directors would fall below three, the person previously elected or appointed as director continues to hold office until such time as successor directors are elected or appointed.

5.05 - Termination of Office
(a) The office of a director shall be terminated upon the occurrence of one of the following events:
 (i) if the director fails to maintain the qualifications specified in Article 5.03;
 (ii) if by notice in writing to the Corporation, the director resigns his or her office and such resignation is accepted by the Board by a simple majority vote
(b) The office of a director may be terminated by resolution of the Board if the director is absent for four (4) consecutive complete meetings of the Board of Directors.

5.06 - Vacancies
If a vacancy occurs on the Board, the remaining directors, if constituting a quorum, may appoint a qualified person to fill the vacancy

5.07 - Quorum
A quorum for a meeting of the Board of Directors shall be three (3) of the directors.

5.08 - Meetings of the Directors
(a) Meetings of the Board may be called by the president, vice-president, the secretary or any two (2) members of the Board.
(b) No formal notice of any meeting of the Board shall be necessary if all the elected directors are present or if those absent have indicated their consent to the meeting being held in their absence.
(c) The Board may appoint a day or days in the month or months for regular meetings at an hour to be named.  If regular meetings are scheduled, no additional notice is required.  A meeting of directors may also take place without notice immediately after an annual general meeting.
(d) No error or omission with respect to notice for a meeting of the Board shall invalidate the meeting or invalidate or make void any proceedings taken or had at the meeting.
(e) The president or, in his or her absence, the vice-president shall chair any meeting of the Board.  If no such officer is present, the directors shall choose one of their number to chair the meeting.  The Board may appoint a recording secretary, who is not a director, and who shall have no right to vote, to take the minutes of its meetings.  Otherwise, the secretary of the Corporation shall act as secretary of the Board of Directors.

5.09 - Procedure and Votes to Govern
(a) Directors of the Board shall conduct business according to the principles of consensus decision-making, trying to reach agreement on all issues. It is important that XX understand and agree to all decisions
(b) A director shall not participate in the discussion or vote on a motion or resolution with which he or she has a conflict of interest.

5.10 - Remuneration of Directors
The directors of the Corporation shall serve without remuneration and no director shall directly or indirectly receive any profits from his or her position as director.  A director may be paid reasonable expenses incurred by him or her in the performance of his or her duties.

PART VI - OFFICERS
6.01 - Number of Officers
The officers of the Corporation shall be the president, vice-president, secretary, treasurer and past president.  The positions of secretary and treasurer may be combined into one position where the directors consider it appropriate.  Together these officers constitute the executive of the Corporation.

6.02 - Election and Term of Officers
The officers shall be elected by Board of Directors from amongst themselves each year at the first meeting of the Board of Directors following the annual general meeting.  The officers shall serve until the next annual general meeting or until he or she resigns in writing or is removed from office by resolution of the Board of Directors.

6.03 - Vacancies
If a vacancy occurs in any office, the Board, at its next meeting, may appoint a qualified person to fill the vacancy for the remainder of the term. 

6.04 - Duties of Officers
The officers of the Corporation shall have the following duties:
(a) President - chair all meetings of the Corporation and of the Board, when present in person and able; have general supervision of the affairs of the Corporation; sign all by-laws and execute any documents as may be required by these by-laws; perform any other duties which the Board may, from time to time, assign;
(b) Vice-President - exercise any or all the duties of the president in the absence of the president or if the president is unable for any reason to perform those duties; and perform any other duties which the Board may, from time to time, assign;
(c) Secretary - keep and maintain the records and books of the Corporation, including the registry of officers and directors, the registry of members, the minutes of the annual general meetings or special meetings and meetings of the Board, the by-laws and resolutions; have custody of the corporate seal; certify copies of any record, registry, by-law, resolution or minute; give notice as required for the annual general meeting, special meetings and meetings of the Board of Directors; and perform any other duties which the Board may, from time to time, assign; and
(d) Treasurer - keep and maintain the financial records and books of the Corporation; sign cheques or other documents as may be required under these by-laws; assist the auditor in the preparation of the financial statements of the Corporation; and perform any other duties which the Board may, from time to time, assign.

PART VII - BUSINESS OF THE CORPORATION
7.01 - Fiscal Year
The fiscal year of the Corporation shall end on March 31st of each year.

7.02 - Signing Officers
The Corporation shall have a minimum of three (3) signing officers who are Board members and one (1) of whom shall be the treasurer of the Corporation.  In addition, the Board may appoint, as it sees fit, additional signing officers who are not directors.  All contracts, obligations, transfers, cheques and other corporate documents may be signed on behalf of the Corporation by any two (2) officers, one of whom must be a director of the Corporation. 

7.03 - Banking Arrangements 
The banking business of the Corporation shall be transacted with such banks, trust companies, or other financial institutions as may, from time to time, be designated by or under the authority of the Board.  Any banking business shall be transacted with such agreements, instructions and delegations of power as the Board may, from time to time, prescribe or authorize.

7.04 - Auditors
This part applies only when the Corporation is required or has resolved to have an auditor. 
(a) The first auditor shall be appointed by the Board which shall also fill any vacancy occurring in the office of auditor. 
(b) At each annual general meeting, members of the Corporation shall appoint an auditor to hold office until he is re-elected or his successor is elected at the next following annual general meeting. 
(c) An auditor may be removed and shall be promptly informed in writing of his appointment or removal. The Board shall appoint auditors for the Corporation to hold office during the next year following or until successors are appointed.
(d) No director or employee of the Corporation shall be auditor.
(e) The auditor may attend general meetings.
(f) The Board may choose to appoint an Audit Committee consisting of two or more members of the Corporation who are not either directors or employees.

7.05 - Borrowing Powers
In order to carry out its objects, the Board may, on behalf of and in the name of the Corporation, raise or secure the payment or repayment of money in any manner it decides including the granting of guarantees, in particular, but without limiting the foregoing, by the issue of debentures. 

7.06 - Agents and Employees
The Board may appoint any agents and retain any employees that it considers necessary. The persons appointed or retained shall have the authority and shall perform the duties prescribed by the Board. The remuneration for any agents or employees shall be approved by the Board by resolution.

PART VIII - INDEMNIFICATION
The Corporation shall indemnify and save harmless the directors, their heirs, executors and administrators, and estates and effects, respectively from time to time and at all times from and against:
(a) all costs, charges and expenses whatsoever that he or she sustains or incurs or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her, for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her in the execution of the duties of his or her office; and 
(b) all other costs, charges and expenses that he or she sustains or incurs in or about or arising from or in relation to the affairs except costs, charges or expenses that are occasioned by his or her wilful neglect or default.
The Corporation may purchase and maintain insurance for the benefit of any or all directors, officers, employees or agent against personal liability incurred by any such person as a director, officer, employee or agent.

PART IX - ENACTMENT AND AMENDMENT OF BYLAWS
(a) Bylaws of the Corporation may be enacted, repealed, amended, altered, added to or re-enacted in the manner contemplated in, and subject to the provisions of, the Corporations Act.
(b) Subject to the provisions of Sections 9 (c) and 9 (d) hereof, all prior bylaws, resolutions and other enactments of the Corporation heretofore enacted or made are repealed.
(c) The provisions of Section (b) shall not extend to any bylaw or resolution heretofore enacted for the purpose of providing to the Board the power or authority to borrow.
(d) Provided however that the repeal of prior bylaws, resolutions or other enactments shall not impair in any way the validity of any act or thing done pursuant to any such repealed bylaw, resolution or other enactment.

PART X - DISSOLUTION
10.01 - Requirements for Dissolution
The Corporation is expected to last for the lifetime of XX. The organization may be dissolved following four-fifths (4/5ths) vote of the votes cast by members at a meeting called specifically to consider a motion of dissolution.  The membership shall receive sixty (60) days prior notice of any meeting to consider a motion of dissolution stating the purpose of the motion and the specific date, time and place of the meeting

10.02 - Winding Up and Disposition of Assets
Upon dissolution of the Corporation, any asset remaining after the payment and satisfaction of the debts and liabilities shall be transferred to an organization or organizations having cognate or similar objects which carry on their work solely in Canada.

PART XI - EFFECTIVE DATE
This bylaw shall come into force without further formality upon its enactment.

PASSED by the Board of Directors and sealed with the corporate seal this                  day
of                      , 20.... 
______________________________________________________________________________ 
President                                                       Secretary
 
 
{return to top of page} 


 




 
ONTARIO'S FIRST AROHA

“The first Aroha in Ontario has been incorporated with and around a man in Guelph” read an item of OAARSN news in October 2002. What is Aroha? Why might it interest families and friends of other adults who are vulnerable because of disability? 

The Maori word “Aroha” from Aotearoa/New Zealand is being used as the generic term for an incorporated entity for personal empowerment and support that is similar in values and functions to a “microboard” in British Columbia or a “self-directed support corporation” in various American states. 

The Guelph man (let's call him Adam) and his friends wanted a distinctive word to evoke the qualities of the personal support relationships that a vulnerable person needs. Aroha means the various qualities and values in a caring circle of friends. Its meanings include affection, love, charity, compassion, empathy, concern, trust, pity, understanding and true friendship—all expressed in active ways, not just well-intentioned ideas or feelings. Adam was born in New Zealand, so that is another reason for choosing Aroha.

Like microboards and self-directed support corporations, an incorporated Aroha also has legal identity and powers to receive and manage all resources in ways the focus person chooses and which help her/him best to have a good life, now and in the future. Adam’s Aroha is a non-profit corporation in Ontario. But it does not have charitable status with the federal revenue agency, as it exists for the benefit of a single individual. 

Adam is a director of his Aroha, together with his parents and several friends who are of different ages, all younger than his parents. Directors of his Aroha are core members of his wider circle of friends who are also members of the Aroha. Adam particularly needs friends who are empowered to help him, as he has no relatives in North America beyond his parents. His twin sister and best friend died in a winter road accident when they were 27. He was very anxious about the uncertainties of a future without his parents. With alternative communication, he explained his acute anxiety in these words: “I am terrified when night comes and I fear that I will be left alone. The thing I am scared about is seeing the day my parents die.” Now that his Aroha is incorporated, he says: “I feel good knowing about Aroha. I know my future is safer. Proud to feel I’m a pioneer. I feel safer knowing that my Aroha would be in charge. Not some strangers. I’m glad that I can express this.”

Friends who care about Adam and his parents would need legal powers to administer resources with and for him after his parents can no longer support him. The other directors of Adam’s Aroha bring various kinds of qualifications and life experience to their roles. They all know Adam well, show respect for him, and keep in touch by sharing parts of their lives with him. 

One director is a specialist in speech, language and communication who has known Adam since 1991 and shares her family's farm with him for work most weekends.  Another director (and president of the Aroha) is a professor about Adam’s age who shares interests in physical fitness and has also served on the board of the charitable housing trust that owns and maintains Adam’s home for his lifetime occupancy. A third director is younger than Adam; she was his full-time tutor for two years and is now a teacher in Guelph and lives in his neioghbourhood.  Adam trusts all his Aroha directors to ensure that he has real opportunities to express himself and be listened to, as he does not speak with his voice.

What can Adam’s Aroha do for him? 

  • Its general purpose is to empower Adam to prepare now for a smooth transition from his parents’ large role in his life to a future in which he will eventually be without them. 
  • Its directors are pledged to respect and support Adam’s powers of informed decision-making.
  • It has legal powers to receive and manage resources to help him cope with his disabilities.
  • It now receives individualized disability support funds approved for Adam from a transfer payment agency that functions simply as a banker. The funds are deposited in a corporate bank account and disbursed to the housing trust that maintains his home, to independent service providers and consultants who provide personal support and expert advice, and to agencies and businesses that provide other goods and services.
  • At present, Adam and his parents still look after the business side of his life and co-ordinate his disability supports. But his friends who are directors of his Aroha keep informed and in touch with Adam himself, and procedures are becoming more formal, so that they can continue when Adam’s parents cannot do this work.
  • Adam’s Aroha also has the powers to advise on the most effective use of family trust funds that will be left by his parents.
Adam’s Aroha could exercise additional powers and roles. It might own and maintain his home, even renting out part of it for income to offset some of his expenses. It might support him to operate a small business or micro-enterprise. It might receive disability support funds directly from the Government, as microboards do in British Columbia.

Adam and his friends have designed his Aroha for his needs and situation. The essential qualities and powers of an Aroha can be adapted for the specific needs and situations of other people who are vulnerable because of some disability. They are compatible with the values and goals of personal support networks and circles of friends, individualized funding, supported decision-making, and community building. 

Adam and his friends are willing to share their Aroha experience with other circles of families and friends who want to incorporate. They prefer to respond individually to calls for advice and help. Adam’s Aroha is still new and needs to be nurtured carefully—for his sake and also for the others who want to follow in his pioneering steps.

OAARSN has been entrusted with the tasks of posting general Aroha information, as well as the story of Adam’s Aroha. Visit the following pages on the OAARSN site for Questions and Answers about Aroha entities for personal empowerment and support, an account of the Guelph Focus on Microboards in November 2001, and basic advice about the incorporation process, including model objects and bylaws: 
http://www.ont-autism.uoguelph.ca/entities.shtml

If you are interested in discussion of your specific needs, please send a message to
AROHA Entities <aroha.entities@gmail.com>

{return to top of page}