ARTICLES DESCRIPTION
PAGE
ARTICLE 1 NAME
2
ARTICLE 2 OBJECTS
2
ARTICLE 3 AFFLIATIONS
2
ARTICLE 4 MEMBERSHIP
2
ARTICLE 5 BOARD OF DIRECTORS 3
ARTICLE 6 MEETINGS
6
ARTICLE 7 COMMITTEES
7
ARTICLE 8 PROCEDURES GOVERNING
MEETINGS 7
ARTICLE 9 CONSTITUTION AND
AMENDMENTS 8
ARTICLE 10 RULES AND REGULATIONS 8
ARTICLE 11 INDEMNITY
8
ARTICLE 12 FINANCE 9
ARTICLE 13 DISPUTE RESOLUTION
9
ARTICLE 14 HARASSMENT
9
ARTICLE 15 APPEALS
10
ARTICLE 16 DISSOLUTION 10
ARTICLE 17 DEFINITIONS /
TERMINOLOGY 10
CONSTITUTION DRAFT -
FEBRUARY / 2006
Article 1: NAME
The name of this club shall be the
Article 2: OBJECTIVES
The Club shall have the following
objectives:
1.
To promote and develop the game of
soccer within its boundaries
2.
To help individuals to develop their
character as resourceful and responsible
Members of their
community by providing opportunities, through the game of soccer, for their
mental, physical, social and leadership development
Article 3: AFFILIATIONS
The Club shall be a member of the
1.
The OSA
2.
The District Association
3.
The Club
Any sub – affiliate team or club,
shall be allowed to operate independently but must conform to the general
principles of this Constitution, particularly in the areas of player
registration and financial accountability to the Club
Article 4: MEMBERSHIP
Regular Member
The regular member is either:
-
a registered player
-
a registered Club administrator
Although an individual may qualify
for, and be registered under, more than one of the above categories, each
individual holds only one Membership in the Club, and is entitled to one vote
at Members’ meetings.
A player shall become a regular
Member when approved by the Club’s Registrar.
An administrator shall become a
regular Member upon election or appointment by the directors of the Club. An
administrator is an individual who is registered with the OSA to be responsible
for
one or more of the functions required to operate a Club. A Director shall
be classified as an administrator
Fees
Membership fees for regular Members
shall be set annually by the Board of Directors and ratified or amended by the
Membership at a general meeting of the Club.
Discipline of Member
A Member may be fined, censured,
suspended or expelled from Membership for cause and only after charges have
been laid in accordance with the Club’s published rules and a hearing held in
accordance with the Club’s and OSA’s published rules. An individual whose Membership has been
suspended loses all rights of Membership until the suspension has been
terminated.
Player, team and team official
discipline for game infractions is governed in accordance with the procedures
published by the OSA.
Any Member who infringes the
Articles or rules of the Club or brings the Club into disrepute, may be
reprimanded, suspended or expelled from the Club after a hearing by the Board
of Directors of the Club at which hearing the Member is entitled to attend.
Termination of Membership
Membership of the Club shall be
deemed to have been terminated:
Article 5: BOARD OF DIRECTORS
The Club shall be governed by a
Board of Directors which shall consist of at least six individuals, or such
number not to be less than six, as may be amended from time to time in accordance
with the Club’s By – Laws. These individuals shall hold the position of:
President
Vice – President
Secretary /
Registrar
Treasurer
Discipline
Manager
Field Manager
Team Manager
A Director may hold more than one
position
A director shall be 18 years of age
or older, shall not be an undischarged bankrupt and shall be a Regular Member
of the Club.
A Director shall serve for a term of
two years or until his or her successor is elected or appointed.
After an initial Board of Directors
has been appointed, the positions of President, Treasurer and Discipline
Manager shall be elected in even numbered years while the positions of Vice –
President, Secretary/Registrar, Field Manager and Team Manager shall be elected
in odd numbered years.
Director Vacancy
A Director has the right to resign
her or his position by submitting a signed letter of resignation to the Club.
A vacancy on the Board of Directors
and their respective position(s) held, caused by death, or resignation which
has been accepted by the Board of Directors, shall be filled by a majority vote
of the Board of Directors. The successor
Director shall hold his or her incumbent’s position(s) for the remainder of the
term being filled
Removal of Director
No member of the Board of Directors
shall be removed for arbitrary reasons but may be removed if:
1.
the Director is unable to perform
the duties expected of the position due to, but not
limited to, any of the
following reasons:
-
if she/he becomes incapable of
performing the business of the Club
-
if she/he is absent from two or more
meetings of the Board without satisfactory reason
-
if she/he no longer resides in
reasonable proximity to the Club
-
if she/he becomes, or is discovered to
be, an undischarged bankrupt: or
2.
the Director has compromised the
integrity of the Club due to, but not limited to, any of
the following reasons:
-
if she /he has been found guilty of
an offence under the Harassment Policy of
The OSA
-
if she/he has been found guilty of
an offence involving violence under the
Discipline Policy of
The OSA
-
if she/he has failed to properly
account for monies or other property belonging
to the Club
-
if she/he has been found guilty of a
criminal offence regardless of whether or
not the offence
affected the Club
A member of the Board of Directors
holding his or her respective position(s), as Director or other position(s),
may be removed from office by the Board of Directors for good and sufficient
cause by a 2/3’s vote of the Board of Directors present, provided notice to
remove the Director has been given to all Directors of the Club. If a Director is removed by the Board of
Directors, the Board of Directors may appoint a successor to the position(s)
for the remainder of the term(s) being filled.
A member of the Board of Directors
may also be removed from office for good and sufficient cause at a meeting of
the Members of the Club provided notice to remove the Director has been given
to persons entitled to attend the Members’ meeting. If a Director is removed at a Members’
meeting, the Members entitled to vote may elect a successor to fill all
position(s) held by the removed Director for the remainder of the term(s) being
filled
Duties of Board of Directors
The Board of Directors shall conduct
the business of the Club during the periods between general meetings of the
Club and in accordance with the authority granted to it in the published rules
of the Club.
The Board of Directors shall be
responsible for the appointment and renewal of appointments of all positions
within the Club except for those positions elected by the Membership of the
Club. The selection process and the
appointments shall be based on procedures outlined in the Club’s published
rules.
The Board of Directors may also
revoke, for cause, any appointment providing that it has followed the
procedures for the revoking an appointment as outlined in the Club’s published
rules.
Duties of Directors
President
Except as provided for in the
Dispute Resolution Policy of the OSA, the President shall preside at all
general meetings of the Club, and of the Board of Directors and shall be ex
officio a Member of all committees, except for a nomination committee; shall
appoint all chairs of standing and special committee subject to ratification by
the Board of Directors; coordinate all duties of the Board of Directors,
committees, staff; and shall be the spokesperson for the Club.
Vice – President
The Vice – President shall act in
the absence of the President and shall have other powers as assigned by the
Board of Directors.
Treasurer
The treasurer shall ensure that full
and accurate records are kept of the accounts of the Club; shall report to the
Board of Directors at least once per quarter; and shall submit an Annual Report
to the Annual General Meeting
Secretary/Registrar
The Secretary/Registrar shall
maintain a record of all minutes of the organization, maintain copies of all
committee reports, notify officers and committee Members of their election or
appointment, furnish committees with those documents required to perform their
duties, sign all certified copies of acts of the organization (unless otherwise
specified in the Club’s published rules), maintain record books in which
bylaws, published rules and minutes are entered and have the current record
books available at each meeting, send to the Membership a notice of each
general meeting, send to the Board of Directors notices of each meeting,
conduct the general correspondence of the organization that is not the proper
function of another office or committee, prepare, prior to each meeting in
consultation with the presiding officer an order of business, and, in the
absence of the president and the vice – president, preside until the immediate
election or appointment of a new presiding officer.
Other Director Positions
The duties of other Director
Positions shall be determined by the Board of Directors
Nominations and Elections
Nominations for positions on the
Board of Directors may be made by any Member at the Annual General Meeting or
at a Special General Meeting called for that purpose.
Nominations and elections for
positions open shall be held in the order of the positions listed in the
Constitution.
Election shall be by secret ballot,
but in the event only one candidate is nominated, no vote is required and the
nominated candidate shall be declared elected by acclamation.
A majority of the votes cast shall
be required to elect Directors. In the
event no candidate receives a majority, the candidate with the least votes
shall be dropped from the ballot and another vote shall be held.
Article 6: MEETINGS
General Meetings:
An official notice of each meeting
shall be given to all Members at least 14 days before the meeting is to be
held, at such place, and at such date as the Board of Directors may determine.
Such notification shall be by any of
the following methods:
-
regular mail
-
email
-
website notice
-
any other method determined by the
Members
Twenty five voting Members or 25%of
the voting Membership, whichever is less, shall form a quorum at all general
meetings of the Club. Any question shall
be decided by a majority of the votes unless otherwise required by this By –
Law or other law.
Annual General Meeting
The Club shall hold its Annual
General Meeting not later than January 31 of the following year.
The agenda of the Annual General
Meeting shall include:
1. Roll Call
2. Credentials Report
3. Minutes of Previous Annual General Meeting
4. President’s Address
5. Officer’s Reports
6. Treasurer’s Report
7. Auditor’s Report
8. Appointment of Auditors
9. Other Reports
10. Unfinished Business
11. Amendments to the By – Laws
12. Roll Call
13. Election of Officers and Directors
14. Any Other Business
15. Adjournment
Special General Meeting
A Special General Meeting of the
Club:
a)
may be called by the Board of
Directors, or
b) shall be called by the
Board of Directors upon receipt of a written request submitted to the Club by
registered mail, certified mail, trace mail, courier service, hand delivery,
fax or email, signed by not less than 25 members or 25% of the voting
Membership, whichever is less, setting out the items of business to be
conducted at the Special General Meeting.
The Special General Meeting shall be held within 30 days of receipt of
the written request from the Members.
Only the business set out in the
notice of the Special General Meeting shall be considered
Voting at General Meeting:
Every regular Member aged 18 and
over shall have the right to attend, speak and cast one vote at Members’
meeting of the Club
Proxy Voting at General Meeting:
Every regular Member entitled to
vote at a meeting of Members may by means of proxy appoint a person, who need
not be a Member, as the Member’s nominee to attend and act at the meeting in
the manner, to the extent and with the power conferred by the proxy.
An individual may only hold one
proxy.
The format for the proxy shall be in
writing by the giver of the proxy and for any matter of business for which a
vote may be required.
Board of Directors Meeting
The Board of Directors shall meet at
least 4 times per year, upon 14 days notice given by the President and
Secretary, at such place and time as the Board of Directors may determine.
A majority of the Members of the
Board of Directors shall form a Quorum at all meetings of the Board. Questions arising at any meeting shall be
decided by a majority of votes where each Director is entitled to cast one vote
Article 7: COMMITTEES
The Membership at any general
meeting, or the Board of Directors at any meeting of the Board, may establish a
standing committee or special committee to carry out specific business or
programs of the Club.
Article 8: PROCEDURES GOVERNING MEETINGS
All meetings of the Club shall be
conducted in accordance with the most recently published Robert’s Rules of
Order Newly Revised except as maybe otherwise stipulated in this By – Law or
other Rules and Regulations of the Club.
Article 9: BY – LAWS AND AMENDMENTS
(a)
By – Law amendments to:
Article 1: the Club’s name, and
The name of the District
Association with which the Club is affiliated;
Article 3: the name of the District Association with
which the Club is affiliated;
Article 4: the Regular Member Types only and the
applicable paragraph for each;
Article 5: the number of Directors on its Board of
Directors,
the additional
positions a director may hold and the election year for the additional
positions, and
the description of ‘Other
Director Positions’,
Article 6: the method of notification of a General Meeting;
Article 9: the method of notification about proposed
amendments to the By – Laws; and
Article 12: the financial year end of the Club.
May be proposed by the Board of
Directors, or submitted by a Member to the Club in writing at least 21 days prior
to a general meeting of the Club; and
Must be approved by a majority vote
of the Board of Directors, and by a 2/3’s vote of the Membership voting in
person or by proxy at a meeting of the Club duly called for that purpose
(b)
Subject to the foregoing, all By – Laws of the Club shall be adopted or
amended, as the case
may be, by a majority vote of the Board
of Directors, and by a 2/3’s vote of the Membership
voting in person or by proxy at a
meeting of the Club duly called for that purpose, provided
such By – Laws or amendments conform to
The OSA published rules.
(c)
By – Laws or amendments thereof
required by changes to the OSA published rules shall be
considered at the next Members’ meeting
of the Club following at least 45 days after
notification of the required change has
been published by The OSA
(d)
All Members entitled to vote shall
be notified with the Club’s notice of the said Members’ meeting about By – Law
amendments referred to in subparagraph (a) and proposed By – Laws or amendments
referred to in subparagraph (c). Such notification shall be by website notice
or letter (hand delivered or mailed)
Article 10: RULES AND REGULATIONS
The Board of Directors may approve
and publish Rules and Regulations which are not inconsistent with this By – Law
or inconsistent with the Rules and Regulations of a higher level governing
organization.
Amendments to the Rules and
Regulations may be made by a majority vote of the Board of Directors or the
Members at a General Meeting
Article 11: INDEMNITY
Members of the Board of Directors or
other servants of the Club, their heirs, executors, administrators and estate
and effects respectively shall be indemnified and saved harmless at all times
by the Club against all costs, losses and expenses incurred by them
respectively in or about the discharge of their respective duties, except such
as happens from their own respective willful neglect or default
Article 12: FINANCE
The accounts of the Club shall:
(a)
be audited annually by a Chartered
Accountant if the annual Gross Revenue is greater than $30.000 or
(b)
be reviewed annually through a
Financial Review Engagement completed by a Certified General Accountant,
Certified Management Accountant or Certified Accountant, if the Annual Gross
Revenue is $30,000 or less; or
(c)
with the consent of its Members be
exempt from any audit or Financial Review Engagement if the Annual Gross
Revenue is less than $10.000
The audit or Financial Review
Engagement statement shall be presented at the Annual General meeting for
adoption.
At the Annual General Meeting of the
Club, a chartered accountant firm shall be appointed to perform the audit or
the Financial Review Engagement.
The fiscal year of the Club shall
end on January 31st. of each year, unless otherwise ordered by the
Board of Directors
Article 13: DISPUTE RESOLUTION
The Club shall adhere to the Dispute
Resolution process as published and approved by The OSA from time to time.
Any Member of the Club may initiate
the Dispute Resolution process by communicating in writing to The OSA, with a
copy to the Club and District Association, the nature and facts of the dispute.
The OSA, at its discretion, may proceed with the Dispute Resolution process by
assigning one or more neutral persons to the dispute.
The Dispute Resolution process shall
not be used for game discipline which follows the normal discipline and appeals
process.
The Club shall make available to any
Member the Dispute Resolution process when requested.
Article 14: HARASSMENT
The Club shall adhere to the
Harassment Policy as published and approved by The OSA from time to time.
The Harassment Policy shall apply to
all employees, directors, officers, volunteers, coaches, game officials,
administrators, players, Members and registrants of the Club.
Harassment is defined as any
comment, conduct, or gesture directed toward an individual or group of individuals
which is insulting, intimidating, humiliating, malicious, degrading or
offensive. It includes, but is not
limited to, sexual harassment.
The Club shall make available to any
Member the Harassment Policy when requested.
Article 15: APPEALS
(a)
Any Member or registrant of the Club
directly affected by a decision of the Club may appeal such decision. The denial or termination of Membership in the
Club may be appealed by a non – Member
(b)
A decision of the Club may be
appealed to the District Association with which the Club is affiliated. The appeal shall be conducted in accordance
with The OSA’s and District Association’s published rules.
(c)
An individual shall not appeal a
decision made by the Board of Directors regarding the appointment, non –
appointment, re – appointment or revocation of an appointment of an individual
to any administrator position within the Club’s operations, except where the selection,
appointment and revocation process outlined in the Club’s published rules has
not been followed.
(d)
An individual shall not appeal a
decision made by the Club regarding a player’s team assignment.
Article 16: DISSOLUTION
In the event of dissolution of the
Club, and after payment of all debts and liabilities, its remaining property
shall be distributed or disposed of by the Board of Directors to one or more
not – for – profit soccer related organizations, or any not – for – profit
athletic community organizations, which operate solely in Ontario.
Article 17: DEFINITIONS/TERMINOLOGY
Terminology used in this By – Law
shall have the same meaning as utilized by The OSA in its letters patent, By –
Laws and published rules.