TERMS OF REFERENCE

1. Background
   1. Craigleith Ski Club has a long history of raising funds to support Club athletes and competitive programs at the Club, dating back at least as far as initiatives by then head coach George Stewart to support Steve Podborski as an alpine World Cup competitor. Funds raised were initially kept and administered separately from the Club's funds. Over time, an annual fundraiser became a significant event during the ski season and a significant fund was accumulated. Funds have been used both to support individual athletes and to underwrite some capital and operating expenses to enhance competitive programs at the Club for the benefit of all participants generally.
   2. Formal terms of reference for the funds were established in 2010 at the request of the Board with a view to bringing greater objectivity and transparency to their administration. Since that time, fundraising efforts have been even more successful, resulting in significant capital expenditures being made to support Club programs and significant support being provided to athletes, while at times significantly increasing the funds that have been accumulated. Interest rates have remained low over an extended period, resulting in lower income on accumulated funds, and the need to supplement other Club revenues to enhance programs has declined as the policies of the Board have evolved.
   3. These Terms have been established with a view to reiterating important principles, including objectivity and transparency, while reflecting changed circumstances and avoiding unnecessarily prescriptive rules that inhibit a reasonable level of flexibility to adapt to continuing changes within the framework of the key principles. These Terms replace those adopted in 2010 and any other understandings or arrangements in respect of the Funds Raised. These Terms relate solely to the Funds Raised and do not relate to other funds allocated by the Club to alpine programs or competitive athletes' activities. These Terms may only be amended by the Board, which it may do at any time, but no change to these Terms may affect criteria for Athlete Support under section 5.3 that have been published for a particular Year.
   4. The terms of reference adopted in 2010 provided for Funds Raised to be divided equally into separate funds for athlete support and program enhancement. While it is contemplated that Funds Raised will continue to be used approximately equally for Athlete Support and Program Support, the additional complexity of maintaining two separate funds does not appear to add value, and so these Terms contemplate a single Fund that combines the balances of the two previous funds.
2. Interpretation
   1. In these Terms, the following words are used with the meanings specified for each of them:
      1. "Administrators" is defined in section 3.1.
      2. "Athlete Support" means financial support to individual Club athletes who are competing in Eligible Sports, as contemplated in section 5.

1. "Board" means the Board of Directors of the Club.
2. "Chair" means the member of the Board who is then serving as Chair of the Committee.
3. "Club" means Craigleith Ski Club.
4. "Committee" means the committee established by the Board from time to time to support the management and staff of the Club in the delivery of programs relating to Eligible Sports. It is currently known as the Alpine Committee and was previously known as the Race Committee. If in future more than one committee has been established for this purpose, the Board shall designate one of them as the Committee or establish a special committee to be the Committee.
5. "Eligible Sports" means alpine ski racing, ski cross and freestyle (including moguls) and snowboard racing, boarder cross and freestyle, including competitions in these disciplines for para-athletes.
6. "Fund" means the money accumulated from Funds Raised from time to time that, at the date of adoption of these Terms, results from the combination of the Athlete Fund and the Program Fund referred to in the terms of reference adopted in 2010.
7. "Funds Raised" means funds held, or to be held, by the Club, which were or may be raised at the annual athletic fundraiser and other fundraising events organized by Club members in respect of alpine programs or that are otherwise donated to the Funds, and interest paid on those funds as described in these Terms.
8. "Program Support" means financial support to the Club's programs for Eligible Sports at all levels, as contemplated in section 6.
9. "Terms" means these terms of reference of the Fund, as revised and replaced from time to time.
10. "Year" means the fiscal year of the Club, a 12 month period ending on 30 April.

3. Administration of the Fund
   1. Decisions regarding Program Support will be made by the Committee as a whole. Decisions regarding Athlete Support will be made by a special committee (the "Administrators") comprised of the following:
      1. the Chair, who will act as chair of the special committee (or any other member of the Board designated to replace the Chair in respect of a decision for which the Chair has a conflict of interest); and
      2. between two and four other members of the Club, who are selected for this purpose by the Committee and may but need not be members of the Committee; they may continue to serve at the pleasure of the Committee, with a view to balancing the importance of different perspectives, experience with this special committee and institutional memory, and using the variable size of the special committee to facilitate transition in its membership.

1. The Club's Alpine Programs Manager is primarily responsible for liaison with Club management regarding the Fund and is responsible for maintaining records of decisions regarding the Fund. Other members of the Club's staff, including the Development Program Head Coach, the Finance and Accounting Manager and the General Manager, may participate in the administration of the Fund as necessary or appropriate. Although it is anticipated that decisions regarding the Fund will be reached by consensus, members of Club staff do not have the right to vote on any decision and any decision concerning which there is a significant lack of consensus may be referred to the Board in the discretion of the Chair.
2. At all times, any possible conflict of interest on the part of a person involved in the administration of the Fund must be declared to the others involved at the time of any discussion or decision to which the conflict relates. For example, if an applicant for Athlete Support is a friend or relative of an Administrator, that must be declared. Where a conflict exists, the conflicted person must not be involved in any discussion or decision to which the conflict relates if the exercise of discretion is involved. (Approval of awards of Athlete Support based on the criteria described in section 5.3 is not considered discretionary unless there is a prospect of denying an award based on section 5.5.) Another member of the Board may be designated to act as chair with respect to any decision on which the Chair is conflicted. If there is any doubt or disagreement regarding a conflict of interest, it will be resolved by the Chair, or by the President of the Club if the Chair is involved in the possible conflict.
3. It is intended that Funds Raised will be donated without identification of a choice or restriction concerning use as between the different purposes for which the Fund may be used under these Terms.
4. The Funds Raised will be property of the Club but will be notionally set aside for the purposes of the Fund and will be used only in accordance with these Terms. If the Club is borrowing for other purposes and is therefore not generally holding cash balances in its accounts, the Fund should nonetheless be maintained in cash or investments referred to below. All Club financial statements will include a note that all amounts in the Fund are restricted for these purposes and all debits and credits to the Fund will be recorded in a separate ledger. Disbursements from the Fund will be made in the normal course by members of Club management who are authorized to write cheques and otherwise disburse Club funds. Disbursements will take place after written direction is provided by the Chair following a decision regarding use of the Fund in accordance with these Terms.
5. Interest will be added to the balance of the Fund each Year in an amount that reflects the average rate then paid on certificates of deposit or other investments in which Club funds are invested and the need to invest fixed amounts for defined periods to receive that rate. It is acknowledged that, in a low interest rate environment, interest earned on frequently fluctuating small balances will be immaterial. Accordingly, the Committee will periodically determine with the Club's management the amount in the Fund that will not be disbursed for the next 12 months (or a shorter period that would enable material interest to be earned) with the intention that to be added to the Fund would be calculated based on that amount. Interest added to the Fund will be identified in the financial statements for the Fund prepared by the Club. The Committee and the Administrators are entitled to receive periodic reports of the activities and balances of the Fund.

4. Use of the Fund
   1. Funds Raised will be disbursed based on the following principles:

1. A minimum balance of $175,000 will be maintained in the Fund unless the Board expressly approves a lower minimum balance and a plan for restoring the balance to $175,000. (Accordingly, it is contemplated that the balance of the Fund as of the end of the Club's 2019 fiscal year may be significantly reduced if appropriate uses consistent with the purposes of the Fund are identified and approved.) It is not intended that the Fund will increase materially over the long term, but Funds Raised may be accumulated from Year to Year towards larger capital expenditures for Program Support that are identified by the Committee or because of cyclical changes in Athlete Support for which athletes qualify under the criteria described below. The Committee will review and the Chair will report to the Board annually concerning plans to accumulate Funds Raised.
2. The relative amount disbursed for Athlete Support and Program Support may vary from year to year but should be approximately equal over the longer term, apart from exceptional disbursements for Program Support that result in a significant reduction in the balance of the Fund Year over Year.
3. Although use of amounts in the Fund is restricted to the purposes identified in these Terms, it is acknowledged that the Board remains generally responsible for all property of the Club and that, accordingly, the Chair may choose to refer major decisions concerning disbursements to the Board for review.

5. Athlete Support
   1. Athlete Support will be awarded based on accomplishments during a Year, but will be determined and disbursed during the first quarter of the following Year. Athlete Support is intended to assist athletes to cover the cost of competition at a high level, as it is recognized that doing so is expensive. Athlete Support is awarded as non-repayable grants. If requested by an athlete, Athlete Support awarded to that athlete will be paid to a parent, team or other person who has incurred expenses of competition on behalf of the athlete.
   2. To be eligible to receive Athlete Support, an athlete must meet the following criteria:
      1. The athlete must be competing in an Eligible Sport at the U16 or FIS level in the case of alpine ski racing or the level determined by the Administrators to be the equivalent level of another Eligible Sport.
      2. Subject to section 5.2.3, at least one of the athlete's parents/legal guardian(s) must be a member of the Club who has paid the applicable annual dues for skiing at the Club during the Year and is otherwise in good standing. The athlete must also be a member of the Club who has paid the applicable annual dues for skiing at the Club during the Year and is otherwise in good standing, unless his or her competitive program precludes him or her from being at the Club regularly, in which case he or she must nonetheless be identified when competing as representing the Club.
      3. If the athlete does not satisfy the requirements in section 5.2.2 above, he or she must be a "Category 4" or "Category 6" badgeholder who has paid the normal annual dues for skiing at the Club during the Year and is otherwise in good standing, or must have been such a badgeholder before his or her competitive program precluded him or her from being at the Club regularly, in which case he or she must nonetheless remain identified when competing as representing the Club. For certainty, badgeholders in Categories 1, 2, 3 and 5 are not eligible for Athlete Support.

1. The athlete must agree to have his or her name published if he or she is awarded a grant, along with the amount of any grant based on the criteria described in section 5.3.
2. The athlete must be willing to assist at the Club with aspiring competitors and their programs on an informal basis as his or her competitive program and other obligations permit and must generally be an appropriate role model for other athletes.
3. At least 75% of the disbursements from the Fund for Athlete Support in any Year must be allocated based on objective criteria established as follows:
   1. The criteria will be approved by the Administrators based on recommendations of the Alpine Programs Manager and his or her staff. They will be published on the Club's website and in other ways with a view to ensuring that they come to the attention of all relevant athletes. The criteria will identify particular competitions, teams or similar accomplishments for which athletes can qualify and the points associated with each, with higher points being associated with greater accomplishments. The criteria should remain relatively consistent over time with a view to predictability for relevant athletes, but may be revised to reflect changes in competitions etc. from year to year and may be expanded or contracted to reflect variations in the areas of competitive focus of relevant athletes. (For example, criteria relating to ski cross may be added or omitted depending on whether it is anticipated that ski cross athletes may be performing at an appropriate level.) An example of criteria, including identification of competitions, teams and associated points, is attached.
   2. The criteria will be established with a view to providing (i) meaningful support to a limited number of athletes (approximately 10 to 15 athletes each Year as of the date of these Terms) rather than token support to a greater number and (ii) relatively consistent support over the Years in respect of the same competitions etc., all things being equal. However, it is not intended that Athlete Support will completely defray the cost of competition.
4. Each Year the process for applying for Athlete Support will be reviewed by the Alpine Programs Manager and any proposed changes will be reviewed by the Administrators. The process will then be published on the Club's website and in other ways with a view to ensuring that it comes to the attention of all relevant athletes. The Administrators will determine the amount available for grants based on section 5.3 in respect of the Year, taking into account the Funds Raised in the Year, anticipated cyclical changes in Athlete Support and any potential grants under section 5.6. After the deadline for applications, the Administrators will determine whether applicants meet the criteria in section 5.2 and the points to which those who do are entitled under the criteria described in section 5.3. The number of points to which athletes whose eligibility for Athlete Support is based on section

1. Receipt of Athlete Support is not an entitlement. In addition to the reduction for athletes whose eligibility for Athlete Support is based on section 5.2.3, the Administrators may reduce or eliminate any grant of Athlete Support based on their discretion, including the following factors:

1. Inappropriate conduct by the athlete
2. Insufficient connection to the Club in the case of athletes whose eligibility for Athlete Support is based on section 5.2.3
3. Determination that the athlete has sufficient support from prize money, sponsorships or other sources
4. Determination that the athlete has received sufficient Athlete Support in the past.
5. In addition to disbursements from the Fund for Athlete Support that are allocated based on criteria in section 5.3, in their discretion the Administrators may for any Year award Athlete Support to athletes who meet the criteria in section 5.2, taking into account the following:
   1. The amount awarded under this section 5.6 must not exceed 25% of the total amount of Athlete Support awarded in respect of the Year in question.
   2. Notwithstanding section 5.2.1, in exceptional circumstances Athlete Support may be granted to athletes competing at other levels.
   3. The possibility of an athlete receiving support from other sources contingent on receiving Athlete Support may be considered.
   4. An athlete's inability to meet the criteria described in section 5.3 due to injury during the Year may be considered, but the athlete must have met those criteria in the past or be considered by the Administrators to have a very high prospect of doing so in the future.
   5. Athlete Support may be awarded under this section 5.6 whether or not Athlete Support is awarded to the athlete in question under the criteria described in section 5.3.
   6. Although discretionary awards under this section 5.6 will normally be made concurrently with awards based on criteria in section 5.3, in exceptional circumstances the Administrators may make discretionary awards at other times, subject to the limit in section 5.6.1.

6. Program Support
   1. Program Support will be disbursed based on the following principles:
      1. Program Support must benefit all programs for Eligible Sports at the Club generally, or at least one or more of those programs generally, as opposed to benefitting individual athletes.
      2. The general resources of the Club should cover capital and operating expenses that are fundamental to programs in Eligible Sports to a generally acceptable standard. Program Support may be used to supplement general Club resources to provide premium or leading edge (non-fundamental) equipment etc. For example, Program Support has been used to supplement general Club resources in building higher quality start and finish huts. Program Support was used to acquire netting for race and training areas before that became commonplace, but costs of netting have subsequently been covered by the general resources of the Club.

1. In addition to covering capital expenses, Program Support may be used to cover the cost of special training or other events that are open to all athletes involved in a particular Club program of an Eligible Sport, but these should be directed primarily to athletes who are not eligible for Athlete Support. Program Support may also be used to cover the cost of advanced training for staff of the Club's alpine programs, beyond that forming part of the normal certification programs offered by, or licensing requirements of, the CSIA and similar bodies. Staff whose training is supported with Program Support should be committed to remaining at the Club and mentoring other staff members going forward.

7. Annual Timetable
   1. Activities relating to the Fund should be undertaken each Year as follows:
      1. October and early November – Alpine Programs Manager and his or her staff prepare recommendations for any change to the criteria for Athlete Support under section 5.3
      2. Late November – Any change to the criteria for Athlete Support is approved by the Administrators and current criteria are published, all in accordance with section 5.3
      3. January or February – Committee considers any change of the Administrators under section 3.1.2
      4. Early March – Process for applying for Athlete Support is reviewed by the Alpine Programs Manager and any proposed changes are reviewed by the Administrators
      5. Late March – Process for applying for Athlete Support is published
      6. Mid-May – Deadline for applying for Athlete Support
      7. June – Awards of Athlete Support are made by the Administrators (including decisions concerning accumulation of Funds Raised to take into account cyclical increases in Athlete Support), subject to any requirement for Board approval under these Terms; the Chair is responsible for seeking any required Board approval
      8. June or September – Chair reports to the Board concerning Fund activities and plans to accumulate Funds Raised for future use
      9. Late June – Awards of Athlete Support are disbursed by the Club
   2. Decisions concerning Program Support may be made by the Committee as needed throughout the Year. The Committee should specifically consider opportunities for Program Support, including accumulation of Funds Raised for major projects, at an early meeting after the summer each Year and at a meeting late in the ski season each Year. Opportunities for Program Support may be raised by any member of the Committee and by the Alpine Programs Manager. Disbursements of Program Support may be approved (or recommended if Board approval is required under these Terms) at any scheduled meeting of the Committee or by the Chair canvassing the Committee if a meeting of the Committee is not scheduled at an opportune time. The Chair is responsible for seeking any required Board approval.
   3. Current financial information concerning the Fund will be provided to the Chair by the Finance and Accounting Manager regularly throughout the Year and the Chair is

1. The need for amendments to these Terms should be considered by the Committee periodically, taking into account changes of circumstances and other factors. The Chair is responsible for seeking Board approval of amendments recommended by the Committee.