Flamborough Soccer Club
Constitution
Article 1: NAME
The name of the Club shall be the Flamborough Soccer Club, hereinafter referred to as “the Club”.
The headquarters of the Club shall be located in Hamilton (in the former Town of Flamborough), Ontario.
Article 2: OBJECTS
The Club shall have the following objects:
a) To promote and develop the game of soccer in Flamborough.
b) To provide opportunities for individuals to develop, through the game of soccer, their mental, physical, social and leadership skills.
Article 3: AFFILIATIONS
The Club shall be a member of the Hamilton and District Soccer Association, herein referred to as the District Association. The Club is subject to the published rules of The Ontario Soccer Association (OSA) and the District Association.
Article 4: MEMBERSHIP
Classes of Member
To be a Member of the Club, an individual must be a life Member, honourary Member or a regular Member.
Life Members may be appointed by the Board of Directors. A life Member is afforded all rights of membership, including the right to attend and speak at Members’ meetings, and is entitled to vote.
Honourary Members may be appointed by the Board of Directors for a specific period of time. An honourary Member is afforded all rights of membership, including the right to attend and speak at Members’ meetings, but is not entitled to vote.
A regular Member is a volunteer who is either:
a) a registered Club coach
b) a registered Club trainer
c) a registered Club administrator
Although an individual may qualify for more than one of the above categories, each individual holds only one membership in the Club.
Upon application, a coach shall become a regular Member upon acceptance by the directors of the Club.
Upon application, an administrator shall become a regular Member upon election or appointment by the directors of the Club. For purposes of this definition, an administrator includes a committee chair person, committee member or convenor.
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 in the Club shall be deemed to have been terminated:
a) if the Member submits a signed letter of resignation to the Club
b) if the Member is expelled by the Club’s Board of Directors
c) if the Member is no longer registered with the Club.
Article 5: BOARD OF DIRECTORS
The Club shall be governed by a Board of Directors which shall consist of a minimum of at least three individuals, or such number as may be amended from time to time. These individuals shall hold the positions of:
President
Vice-President
Secretary or Executive Director
Treasurer
Past President or Second Vice President.
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 or more years or until his or her successor is elected or appointed.
The President and Secretary or Executive Director are elected in even numbered years. The Vice-President and Treasurer are elected in odd numbered years. The Second Vice President is elected in odd numbered years if the Past President does not continue.
Director Vacancy
A Director has the right to resign his or her position by submitting a signed letter of resignation to the Club.
A vacancy on 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:
a) the Director is unable to perform the duties expected of the position due to, but not limited to, any of the following reasons:
• becomes incapable of performing the business of the Club
• is absent from two or more meetings of the Board without notification and approval in advance
• no longer resides in reasonable proximity to the Club
• becomes or is an undischarged bankrupt.
b) the Director has compromised the integrity of the Club due to, but not limited to:
• is found guilty of an offence under the Harassment Policy of The OSA
• is found guilty of an offence involving violence under the Discipline Policy of The OSA
• is found guilty of a criminal offence regardless of whether or not the offence directly affected the Club
• fails to properly account for monies or other property belonging to the Club.
A Director may be removed from office by the Board of Directors for good and sufficient cause by a majority 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 fill all positions held by the removed Director for the remainder of the term(s) being filled.
A Director 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 Member has been given to persons entitled to attend the Members’ meeting. If a Director is removed at a Members’ meeting, the Members may elect a successor to fill all positions held by the removed Director for the remainder of the term(s) being filled.
Conflict of Interest and Standards of Conduct
The Directors shall be subject to any Conflict of Interest and Standards of Conduct Policy published by The OSA.
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. This shall include the appointment of volunteer and paid positions for coach and administrator positions within the Club’s operations.
The Board of Directors may also revoke, for cause, any appointment.
Duties of Directors
President
The President shall preside at all general and special meetings of the Club and of the Board of Directors. The President shall be ex officio a member of all committees, except any nominations committee; shall appoint all chairs of standing and special committees subject to ratification by the Board; coordinate all duties of the Board, committees, staff; and shall be the spokesperson for the Club, unless he or she otherwise delegates this responsibility.
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 annual financial statements to the Annual General Meeting.
Secretary
The Secretary 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 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.
Qualifications for Nomination and Election to the Board of Directors
Persons nominated for the position of President must have a minimum 2 years experience on the Board of Directors of the Club in the past ten years.
If no such individual is nominated, then the position will be filled by a majority vote of the Board of Directors.
Persons nominated for any position other than the President on the Board of Directors
must meet one of the following qualifications:
a) Have a minimum 2 years experience as a Committee Chairperson or Committee member of the Club in the past ten years, or
b) Have a minimum 2 years experience on either the Board of Directors, Committee Chairperson or Committee Member in another CSA Member Club.
If no such individual is nominated, then the position will be filled by a majority vote of the Board of Directors.
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 posting on the web site, newspaper announcement or any other method determined by the Members.
Fifteen voting Members or 10% 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 90 days after the year end of the Club. The agenda of the Annual General meeting shall include:
1. Call to order
2. Introduction of guests
3. Minutes of previous Annual General Meeting
4. President’s Report
5. Treasurer’s Report and Financial Statements
6. Other Reports
7. Unfinished Business
8. Amendments to the Constitution and other Bylaws
9. Election of Officers and Directors
10. New Business
11. Adjournment
The President may, at his or her discretion, introduce any special business for discussion after the approval of the minutes.
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, signed by not less than 15 Members or 10% of the 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:
Members shall have the right to attend and speak at Members’ meeting of the Club. Life and regular Members shall have the right to cast one vote at such meetings.
The use of a proxy to vote is not permitted.
Board of Directors Meetings:
The Board of Directors shall meet at least 4 times per year, at the discretion of the President, 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 other than the President is entitled to cast one vote. The President shall, in the event of a tie, cast the deciding 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 may be otherwise stipulated in this By-Law or other Rules and Regulations of the Club.
Article 9: CONSTITUTION AND AMENDMENTS
(a) Constitution 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 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 at a meeting of the Club duly called for that purpose.
(b) All Members shall be notified of a meeting about Constitution or By-Law amendments. Such notification shall be by posting on the web site, newspaper announcement or any other method determined by the Members.
Article 10: RULES AND REGULATIONS
The Board of Directors may approve and publish Rules and Regulations which are not inconsistent with this Constitution and are not inconsistent with the Rules and Regulations of a higher level governing organization.
Article 11: INDEMNITY
Members of the Board of Directors or other servants to 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 fiscal year of the Club shall end on September of each year, unless otherwise ordered by the Board of Directors.
The Club may appoint an accountant to audit or review the annual financial statements of the Club.
The Auditor’s Report or Review Engagement report, if any, shall be presented to the Annual General Meeting for adoption.
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 to 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 coach or administrator position within the Club’s operations, except where the selection, appointment and recocation 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 used by The OSA in its letters patent, By-Laws and published rules.