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    Tuesday, October 5, 2004

    Model Club Constitution

    Attachment: Minutes

    August 2004

    Report Title:

    Model Club By-Law (Revised July 29, 2004)

    Report Author:

    Bruce Henderson

    Director of Member Services

    Report Date:

    07/29/2004

     

    Model Club By-Law

    Draft July 29, 2004

     

    Article 1: NAME

    The name of this Club shall be the [ Note 1 ] , hereinafter referred to as the Club. The headquarters of the Club shall be located within the District Boundaries of the [ Note 2 ] Soccer Association, hereinafter referred to as the District Association.

    [Note 1: Insert the name of the Club.]

    [Note 2: Insert the name of the District Association with which the club is affiliated.]

    Article 2: OBJECTS

    The Club shall have the following objects:

    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 ________[ Note 2 ]_ ____ 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 bodies to which it is affiliated:

    The OSA

    The District Association

    The Club

    Article 4: MEMBERSHIP

    There are three classes of Member, namely, regular Member, honourary Member and life Member.

    Regular Member

    A regular Member is either: ________[ Note 3 ]_ ____

    [Note 3: Insert any of the following Member Types to be a regular Member of the Club:

    a registered player

    a registered Club coach

    a registered Club game official

    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. [Note: this paragraph shall only be included if a registered player is included as a regular Member of the Clubs as per [ Note 3 ] ]

    Upon application, a coach shall become a regular Member upon acceptance by the directors of the Club. A coach is an individual who is registered with The OSA to teach, instruct, train and guide players to play the game of soccer. [Note: this paragraph shall only be included if a registered Club coach is included as a regular Member of the Clubs as per [ Note 3 ] ]

    Upon application, a game official shall become a regular Member upon acceptance by the directors of the Club. A game official is an individual who is registered with The OSA to officiate soccer games. [Note: this paragraph shall only be included if a registered Club game official is included as a regular Member of the Clubs as per [ Note 3 ] ]

    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. For purposes of this definition, a team manager and a Director shall be classified as an administrator. [Note: this paragraph shall only be included if a registered Club administrator is included as a regular Member of the Clubs as per [ Note 3 ] ]

    Honourary Member

    The Board of Directors may designate an individual as an honourary Member 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.

    Life Member

    The Board of Directors may designate an individual as a life Member.

    A life Member is afforded all rights of Membership, including the right to attend and speak at Members' meetings, but is not entitled to vote.

    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 in the Club shall be deemed to have been terminated:

    if the Member submits a signed letter of resignation to the Club;

    if the Member is expelled by the Club's Board of Directors

    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 at least [ Note 4 ] individuals, or such number not to be less than [ Note 4 ] , as may be amended from time to time in accordance with the Club's By-Laws. These individuals shall hold the positions of:

    President

    Vice- President

    Secretary

    Treasurer

    [ Note 5 ]

    [ Note 6 ]

    [Note 4: Insert the number of individuals which shall not be less than three]

    [Note 5: insert either Registrar or Director-At-Large]

    [Note 6: in addition, at least one of the following positions must be inserted above:

    Director of Registration

    Director of Representative Teams

    Director of House League

    Director of Tournaments

    Director of Indoor Soccer

    Director of Game Officials

    Director of Coaching

    Director of Fundraising

    Director of Discipline

    Director of Promotions

    Director of Equipment

    Any other Director positions specified by the Club]

    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 [ Note 7 ], shall be elected in even numbered years while the positions of Vice-President, Secretary, [ Note 5 ] and [ Note 7 ] shall be elected in odd numbered years.

    [Note 7: any of the following positions may be inserted above in either the election in even numbered years or in the election in odd numbered years, providing that there is an equal number in both years and if there is an extra position, it shall be included in the election in even numbered years:

    Director of Registration

    Director of Representative Teams

    Director of House League

    Director of Tournaments

    Director of Indoor Soccer

    Director of Game Officials

    Director of Coaching

    Director of Fundraising

    Director of Discipline

    Director of Promotions

    Director of Equipment

    Any other Director positions specified by the Club]

    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:

    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

    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 directly 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.

    Conflict of Interest and Standards of Conduct

    The Directors shall be subject to the Conflict of Interest and Standards of Conduct Policy in the OSA's published rules.

    (NOTE: A RFD will be submitted to the November 5, 2004 OSA Board meeting containing the proposed Conflict of Interest and Standards of Conduct Policy for the approval of the OSA Board.)

    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 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, and

    where the President delegates the responsibility to another person,

    the President shall preside at all general 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.

    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

    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.

    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 [ Note 8 ]

    [Note 8: insert any of the following methods of notification:

    regular mail

    email

    fax

    website notice

    newspaper announcement

    public notice

    posting at Club office

    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:

    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

    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 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 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 16 and over shall have the right to attend, speak and cast one vote at Members' meeting of the Club.

    Every regular Member under the age of 16 shall have the right to attend and speak at Members' meetings, but any vote must be cast by a parent or guardian who shall also have the right to attend and speak on behalf of that Member at Members' meetings.

     

    Proxy Voting at General Meeting:

    Every regular Member, or parent or guardian of a regular Member under the age of 16, 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.

    An individual may only hold one proxy.

    The format for the proxy, and the issue, or issues, for which the proxy may be cast are as defined in the Rules and Regulations.

    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 may be otherwise stipulated in this By-Law or other Rules and Regulations of the Club.

    Article 9: BY-LAWS AND AMENDMENTS

    (a) By-Law 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 in person or by proxy at a meeting of the Club duly called for that purpose.

    (b) 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 [ Note 8 ]

    Article 10: RULES AND REGULATIONS

    The Club shall have Rules and Regulations which shall include, but is not limited to, the following:

    a) discipline of a Member: summary of charges regarding misconduct

    b) discipine of a Member: procedures for discipline hearing

    c) duties of Board of Directors: authority granted to Board regarding the business being conducted

    d) 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

    e) duties of Board of Directors: process for revoking appointments

    f) voting at General Meeting: format for the proxy, and the issue, or issues, for which the proxy may be cast

    The Board of Directors may approve and publish Rules and Regulations which are not inconsistent with this By-Law and are not 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 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 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 all its Members, be exempt from any audit or Financial Review Engagement if the Annual Gross Revenue is less that $10,000

     

    The audit or the Financial Review Engagement statement shall be presented to 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 [ Note 9 ] of each year, unless otherwise ordered by the Board of Directors.

    [Note 9: insert the date on which the fiscal year will end]

    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-profite 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.

     

    The main report can be found here: Minutes of July 29, 2004 Meeting of Task Force On Governance

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