CONSTITUTION
REVISED NOVEMBER 2007
Table
of Contents
Name 2
Objective 2
Affiliations 2
Membership 2
Board of Directors 3
Meetings 4
Committees 4
Amendments 4
Rules and Regulations 5
Indemnity 5
Finance 5
Dispute Resolution 6
Harassment 6
Appeals 7
Dissolution 7
Definitions/Terminology 7
BY-LAWS
Membership 8
Directors 8
Member Duties 9
Meetings 11
Nominations and Elections 12
Proxy Voting 13
Discipline and Appeals 13
Laws of the Game 13
CONSTITUTION
1.
NAME
This organization shall be known as the North London Soccer Club
hereinafter referred to as the Club. The headquarters of the Club shall be
located within the District Boundaries of the Elgin Middlesex Soccer
Association, hereinafter referred to as the District Association.
2.
OBJECTIVE
The objective of the Club shall be to promote, maintain, and
develop Competitive, Select and House League players and teams in London and
surrounding area, and
2.1 Foster among its members, supporters and teams a general
community spirit, good sportsmanship and fellowship.
2.2 Have and exercise a general care, supervision and direction
over the playing interest of its teams and players.
2.3 Provide quality programs for both on and off-field development
of the participants.
2.4 Nurture an understanding of the importance of dedication and
commitment in soccer and life as individuals and as members of a group.
3.
AFFILIATIONS
The Club shall be a member of the Elgin Middlesex Soccer
Association and shall follow the published rules of the District Association
and The Ontario Soccer Association, hereinafter referred to as The OSA. The Club is subject to the published rules in
declining order of authority of the following governing organizations to which
it is affiliated:
·
The
OSA.
·
The
District Association
·
The
Club
4.
MEMBERSHIP
There are two classes of member, namely, regular member and
honorary member.
4.1 Regular Member
Regular members are club coaches, assistant coaches and
managers who are registered with the
OSA. Registered players over the age of 18 years and parents or legal guardians
of registered players who apply for membership and are approved by the Board of
Directors at a Special or General meeting will be regular members.
4.2 Honorary Member
The Board of Directors may designate an individual as an honorary
Member for a specific period of time. An honorary Member is afforded all rights
of Membership, including the right to attend and speak at Members' meetings,
but is not entitled to vote.
Membership will be governed in accordance with the Club By-Laws.
5.
BOARD OF DIRECTORS
5.1 The business of the Club shall be conducted by a Board of
Directors, which shall consist of seven (7) elected Board Members and a maximum
of four (4) appointed Board Members. The Board shall consist of the following
elected positions.
·
President
·
Vice-President
·
Secretary
·
Treasurer
·
Directors
at Large (1)
·
Director
at Large (Facilities)
·
Director
at Large (Registrar)
·
The President and Secretary will be elected in odd numbered years.
The Vice-President and Treasurer will be elected in even numbered years.
Directors at Large will be elected annually.
5.2
Elected
and appointed Directors will perform Club Duties as listed but not limited to:
League Representative, Strategic Planning, Webmaster, EMSA Liaison, Equipment
Convener. The Club Head Coach(s) will be a member of the Board of Directors.
5.3
The
Directors are entitled to one vote each at all Regular Board Meetings with the
exception of the President who votes only in the case of a tie.
5.4 A Director may hold more than one position, provided the other
position(s) are appointed. No Director may hold more than one elected position.
5.5 Directors shall conduct themselves in accordance with the Club
By-Laws and be governed by these same By-Laws.
5.6 Conflict of Interest and Standards of Conduct
The Directors shall be subject to the Conflict of Interest Policy 21.0
in the OSA's published rules.
5.7 Duties of Board of Directors
5.7.1 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.
5.7.2 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. This shall include
the appointment of volunteer and paid positions for coach and administrator
positions within the Club's operations.
5.7.3 The selection process and the appointments shall be based on
procedures outlined in the Club's published by-laws.
6.
MEETINGS
6.1 All meetings shall be conducted in accordance with Robert's
Rules of Order insofar as they apply.
6.2 Executive meetings shall be held a minimum of four times a
year at a location determined by the President.
6.3 Special General Meetings may be called by the Board of
Directors by its own motion. Special General Meetings may also be requested by
a Regular Member.
6.4 Annual General Meeting of the Club shall be conducted no later
than October 30 of the same year.
6.5 All meetings will be conducted in accordance with the Club
By-Laws.
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.
7.1 Constitutional amendments may be proposed by the Board of
Directors, or submitted by a Member to the Club in writing at least 21 days
prior to Annual or Special 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.
7.2 By-law amendments may be proposed at Regular Board Meetings
and approved by a simple majority 50%+1.
7.3 All Members entitled to vote shall be notified with the Club's
notice of the said Members' meeting about By-Law amendments. Such notification shall be by email and
website notification.
8.
RULES AND REGULATIONS
8.1 The Club shall have Rules and Regulations or By-Laws which
shall include, but is not limited to, the following:
8.1.1 discipline of a Member: summary of charges regarding
misconduct
8.1.2 discipline of a Member: procedures for discipline hearing
8.1.3 duties of Board of Directors: authority granted to Board
regarding the business being conducted
8.1.4 duties of Board of Directors: selection process and
appointment process for the appointment and renewal of appointments to the
League's paid and volunteer positions
8.1.5 duties of Board of Directors: process for revoking appointments
8.1.6 voting at General Meeting: format for the proxy, and the
issue, or issues, for which the proxy may be cast
8.2 The Board of Directors may approve and publish By-Laws which
are not inconsistent with this By-Law and are not inconsistent with the Rules
and Regulations of a higher level governing organization. This includes (but is not limited to) the
information and instructions provided in the Coaches' and Managers' manuals.
These manuals are part of the by-laws.
9.
RULES AND REGULATIONS
9.1 The Club shall have Rules and Regulations or By-Laws which
shall include, but is not limited to, the following:
9.1.1 discipline of a Member: summary of charges regarding
misconduct
9.1.2 discipine of a Member: procedures for discipline hearing
9.1.3 duties of Board of Directors: authority granted to Board
regarding the business being conducted
9.1.4 duties of Board of Directors: selection process and
appointment process for the appointment and renewal of appointments to the
League's paid and volunteer positions
9.1.5 duties of Board of Directors: process for revoking
appointments
9.1.6 voting at General Meeting: format for the proxy, and the
issue, or issues, for which the proxy may be cast
9.2 The Board of Directors may approve and publish By-Laws which
are not inconsistent with this By-Law and are not inconsistent with the Rules
and Regulations of a higher level governing organization. This includes (but is not limited to) the
information and instructions provided in the Coaches' and Managers' manuals.
These manuals are part of the by-laws.
10.
INDEMNITY
The Board of Directors will have operating Insurance.
11.
FINANCE
The accounts of the Club shall:
11.1.1 be audited annually by a Chartered Accountant if the annual
Gross Revenue is greater than $150,000
11.1.2 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 $150.000 or less; or
11.1.3 Signed with a Notice to Reader prepared by a Public
Accountant, Certified General Accountant or Certified Management Accountant if
the Annual Gross Revenue is less than $100,000
11.2 The audit or the Financial Review Engagement statement shall
be presented to the Annual General Meeting for adoption.
11.3 At the Annual General Meeting of the Club, a chartered
accountant firm shall be appointed to perform the audit or the Financial Review
Engagement.
11.4 The fiscal year of the Club shall end on September 30 of each
year, unless otherwise ordered by the Board of Directors.
12.
DISPUTE RESOLUTION
12.1 The Club shall adhere to the Dispute Resolution process as
published and approved by The OSA.
13.
HARASSMENT
13.1 The Club shall adhere to the Harassment Policy as published
and approved by The OSA.
13.2 The Harassment Policy shall apply to all employees,
directors, officers, volunteers, coaches, game officials, administrators,
players, Members and registrants of the Club.
13.3 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.
13.4 The Club shall make available to any Member the Harassment
Policy when requested.
14.
APPEALS
14.1 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.
14.2 A decision of the Club may be appealed to the District
Association with which the Club is affiliated.
14.3 The appeal shall be conducted in accordance with The OSA's
and District Association's published rules.
14.4 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 coach or administrator
position within the Club's operations, except where the selection, appointment
and relocation process outlined in the Club's published rules has not been
followed.
14.5 An individual shall not appeal a decision made by the Club
regarding a player's team assignment.
15.
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
16.
DEFINITIONS/TERMINOLOGY
Terminology used in this By-Law shall have the same meaning as
used by The OSA in its letters patent, By-Laws and published rules.
CLUB BY - LAWS
1.
MEMBERSHIP
1.1 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.
1.2 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.
1.3 Termination of Membership
Membership in the Club shall be deemed to have been terminated:
1.3.1 if the Member submits a signed letter of resignation to the
Club;
1.3.2 if the Member is expelled by the Club's Board of Directors;
1.3.3 if the Member is no longer registered with the Club;
2.
DIRECTORS
2.1 Director Vacancy
2.1.1 A Director has the right to resign her or his position by
submitting a signed letter of resignation to the Club.
2.1.2 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.
2.2 Removal of Director
2.2.1 No Member of the Board of Directors shall be removed for
arbitrary reasons but may be removed if the Director is unable to perform the
duties expected of the position due to, but not limited to, any of the
following reasons:
2.2.1.1 if she/he becomes incapable of performing the business of
the Club
2.2.1.2 if she/he is absent from two or more meetings of the Board
without satisfactory reason
2.2.1.3 if she/he no longer resides in reasonable proximity to the
Club
2.2.1.4 if she/he becomes, or is discovered to be, an undischarged
bankrupt; or
2.2.1.5 the Director has compromised the integrity of the Club due
to, but not limited to, any of the following reasons:
2.2.1.6 if she/he has been found guilty of an offence under the
Harassment Policy of The OSA
2.2.1.7 if she/he has been found guilty of an offence involving
violence under the Discipline Policy of The OSA
2.2.1.8 if she/he has failed to properly account for monies or
other property belonging to the Club
2.2.1.9 if she/he has been found guilty of a criminal offence
regardless of whether or not the offence directly affected the Club.
2.2.2 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,
the Board may appoint a successor to the position(s) for the remainder of the
term(s) being filled.
2.2.3 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.
3.
MEMBER DUTIES
3.1 All Directors are expected to attend regular and special
meetings as scheduled by the President. If an Executive member will be absent
from a meeting, he/she may appoint a proxy. This representative would then have
a vote at the meeting. All Directors with responsibility for other persons or
sub-committees are expected to chair their own committee meetings, and report
their decisions or recommendations to the Executive Committee for approval.
3.2 President
The President shall preside at all meetings. Shall designate a
meeting place. Shall represent the Club at all official functions. Shall be a
signing officer.
3.3 Vice-President
The Vice President shall act in the absence of the President and
perform duties as prescribed by the President and the Board of Directors.
3.4 Treasurer
The Treasurer shall be responsible for the Club’s financial
transactions. Shall record accurately the financial transactions of the Club
and report same at the Board and General Meetings. Shall be a signing officer
and provide a year-end detailed financial report to all Club Members.
3.5 Secretary
The secretary shall attend all meetings. The Secretary will keep
accurate record of all club minutes and correspondence files.
3.6 Registrar
The registrar shall provide and receive all registration forms and
player books; shall arrange for the entry of same into the register of the
Club; shall be responsible for registration of players, teams and coaches at
EMSA; shall prepare reports as required on registration statistics as required;
shall be authorized to deal directly with EMSA; shall handle all matters
pertaining to registration and de-registration of players.
3.7 Directors
Shall perform duties as requested by the Club President and the
Board.
3.8 Uniform/Equipment Convener
Shall be responsible for the purchase, inventory control, storage
and disbursement of all Club equipment. Shall select and purchase club team
uniforms upon approval of the executive.
3.9 Facilities Convener
Shall be responsible for all Club matters concerning indoor and
outdoor facilities and venues; shall have the authority to negotiate on the
Club's behalf with both publicly and privately run organizations; shall report
to the Committee on the results of said negotiations (with recommendations);
shall have authority to contract on the Club's behalf with said organizations.
3.10 Head Coach
Shall be responsible to fulfill the terms of annual contract. Reports to the Board of Directors.
3.11 League Representatives
League Representatives shall have the authority to represent the
Club at League special and general meetings and vote in the best interest of
the Club at said meetings; shall report regularly on such League matters as
affect the Club. Shall communicate with Club Members on League Matters. Shall
be responsible for League Registration.
3.12 Sponsorship Director
Shall assume responsibility for all fundraising activities
involving the Club, except those that are designated to other committees as
stated in By-Laws. Shall actively
participate in matters concerning corporate sponsorship.
3.13 Tournament Director
Shall assume responsibility for all Club tournaments.
3.14 Scholarship Director
Shall assume responsibility for searching out potential
scholarship programs for players that are identified within the club.
3.15 Webmaster
The webmaster shall assume responsibility for administration of
the Club Website; shall have authority to negotiate and contract on the Club's
behalf with Internet providers; shall monitor team sites to ensure
appropriateness of content.
3.16
The
4.
MEETINGS
4.1 Quorum for all meetings of the club shall be a simple majority
50%+1.
4.2 Notice for all meetings shall be by email and website
notification.
4.3 Executive Committee 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.
4.4 Annual General Meeting
The Club shall hold its Annual General Meeting (AGM) not later
than November 30 of the same year. The date of which is to be set by the Board
of Directors no later than October 30th and shall be held at a suitable
location. Each member of the Club shall receive at least 15 days notice of the
date, time and location of AGM.
4.4.1 The agenda of the AGM shall include:
·
Roll
Call
·
Credentials
Report
·
Minutes
of Previous Annual General Meeting
·
President's
Address
·
Officers'
Reports
·
Treasurer's
Report
·
Auditor's
Report
·
Appointment
of Auditors
·
Other
Reports
·
Unfinished
Business
·
Amendments
to the By-Laws
·
Roll
Call
·
Election
of Officers and Directors
·
Any
Other Business
·
Adjournment
4.5 Special General Meeting
A Special General Meeting (SGM) of the Club:
4.5.1 may be called by the Board of Directors, or
4.5.2 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 e-mail, 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 SGM. The SGM shall be held within 30
days of receipt of the written request from the Members.
4.5.3 Only the business set out in the notice of the Special
General
Meeting shall be considered.
5.
NOMINATIONS AND ELECTIONS
5.1 Nominations for positions on the Board of Directors may be
made by any Member at the AGM or SGM called for that purpose.
5.2 Nominations and elections for positions open shall be held in
the order of the positions listed in the Constitution.
5.3 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.
5.4 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.
5.5 Members must be in good standing to nominate, elect or cast a
vote at any Membership meeting. (all
monetary fines collected by Members team must be paid to Club)
6.
PROXY VOTING
6.1 Every regular Member, or parent or guardian of a regular
Member under the age of 18, entitled to vote at a meeting of Members may by
means of a 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.
6.2 An individual may only hold one proxy. The member must apply
for the proxy from the secretary a minimum of 7 days prior to AGM or SGM.
7.
DISCIPLINE AND APPEALS
A committee would be formed of 3-5 members of the Executive
Committee appointed by the President at said time as needed.
8.
LAWS OF THE GAME
The Club shall support and maintain the principles of the Laws of
the Game established by EMSA and OSA. All changes shall come into effect at the
time designated by these governing bodies.
9.
VOLUNTEER SCREENING
As per the Club Constitution on Harassment, the Club will have all
coaches, managers and executive members obtain a Vulnerable Persons Police
Check. The Police Check will be redone
every 4 years. Above mentioned members will be obliged to inform the Club
President of any subsequent involvement or incident that would have raised
concern on your police check.