Article I: NAME
The name of this Club shall be Saint Lawrence United Soccer Club, hereinafter referred to as the Club. The headquarters of the Club shall be located in Eastern Ontario.
Article II: OBJECTIVES
The Club shall have the following objectives:
1. To create a healthy, soccer environment based on modern teaching
methodologies focused on developmentally appropriate activities.
2. Coaching instruction will be lead by professionally contracted staff under the directions of the club and through the volunteer coaches that are trained to deliver high quality.
3. The Club will follow a prescribed curriculum for all members to follow.
4. Have an objective of operating
i. House league programs in a variety of communities in Eastern Ontario,
ii. Competitive programs for older age groups that will not compete in local leagues, but rather in exhibition schedules and non-traditional programs such as the Soccer Academy Alliance Canada.
iii. Adult recreational leagues.
5. Goal of fostering the growth and development of soccer in the region, supporting existing clubs in the provision of organizational leadership, club development, coaching development, league operation and administration and player courses.
6. Foster the development and growth of soccer infrastructure in Eastern Ontario, to include facilities, assisting clubs and organizations with improving opportunities for participation in soccer.
7. Foster the growth of coaching education in Eastern Ontario
8. To provide an outlet for competitive players from various small clubs to play in a competitive environment outside of the traditional soccer models.
Article III: AFFILIATIONS
The Club will develop and foster relationships with academy programs, colleges and universities, and professional clubs with a goal of creating a pathway for players.
The Soccer Academy Alliance Canada
The Toronto F.C. Football Club
The Montreal Impact Football Club
St. Lawrence University
Coerver Coaching
Article IV: MEMBERSHIP
There are three classes of Member, namely, regular Member, honorary
Member and life Member.
A) Regular Member
a. A regular Member is comprised of either: one or other parent of a registered player, coaches, game facilitators or Club administrators.
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.
b. A player shall become a regular Member when approved by the Club's Registrar. 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 club to teach, instruct, train and guide players to play the game of soccer.
c. 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 club 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
B) Honourary Member
a. The Board of Directors may designate an individual as a honourary Member for a specific period of time.
b. A honourary Member is afforded all rights of Membership, including the right to attend and speak at Members' meetings, but is not entitled to vote.
C) Life Member
a. The Board of Directors may designate an individual as a life Member.
b. 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.
D) 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.
E) Discipline of Member
a. 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 published rules. An individual whose Membership has been suspended loses all rights of Membership until the suspension has been terminated.
b. Player, team and team official discipline for game infractions is governed in accordance with the procedures published by The Club.
c. 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.
F) Termination of Membership
a. Membership in the Club shall be deemed to have been terminated:
1. if the Member submits a signed letter of resignation to the Club;
2. if the Member is expelled by the Club's Board of Directors
3. if the Member is no longer registered with the Club
Article V: BOARD OF DIRECTORS
a. The Club shall be governed by a Board of Directors which shall
consist of at least three individuals, or such number not to be less than three, 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
and Three (3) Directors at Large
b. Any other director positions as may be specified by the Club.
A Director may NOT hold more than one position.
c. Director shall be 18 years of age or older, shall not be an
undischarged bankrupt and shall be a Regular Member of
the Club.
d. A Director shall serve for a term of ten years or until his or her
successor is elected or appointed.
e. After an initial Board of Directors has been appointed, the positions of President, Secretary and two (2) Directors at Large as may be specified by the Club shall be elected in even numbered years while the positions of Vice-President, Treasurer and one (1) Director at Large shall be elected in odd numbered years.
A) Director Vacancy
a. A Director has the right to resign her or his position by submitting
a signed letter of resignation to the Club.
b. 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.
B) 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 club
· if she/he has been found guilty of an offence involving violence under the Discipline Policy of The club
3. if she/he has failed to properly account for monies or other property belonging to the Club
4. if she/he has been found guilty of a criminal offence regardless of whether or not the offence directly affected the Club.
5. 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.
6. 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.
C) Conflict of Interest and Standards of Conduct
The Directors shall be subject to the Corporate and Insolvency Law Policy, Corporate Not-For-Profit Law, and Primer for Directors of Not-for-Profit Corporations, as stated by Industry Canada.
D) Duties of Board of Directors
a. 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.
b. 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.
c. 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.
E) Duties of Directors
President
· Except: as provided for in the Dispute Resolution Policy of the club, 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.
b. 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.
c. Director of Administration
§ The administrator 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
§ in the absence of the president and vice-president, preside until the immediate election or appointment of a new presiding officer.
§ The administrator will also handle club registrations and program development.
§ The administrator 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.
d. Other Director Positions
§ The duties of other Director Positions shall be determined by the Board of Directors.
F) Nominations and Elections
a. 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.
b. Nominations and elections for positions open shall be held in the order of the positions listed in the Constitution.
c. 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.
d. 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: COMMUNITY SUPPORT
Programs:
The Club shall provide the following programs for males and females:
Youth Leagues
Academies
Adult Leagues
Club Consulting
Club Administration
League Administration
Soccer Infrastructure
Article 7: MEETINGS
A) 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 email, website notice and 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.
B) 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. Officers' 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
C) Special General Meeting:
A Special General Meeting of the Club:
i. may be called by the Board of Directors, or
ii. shall be called by the Board of Directors upon receipt of a written request submitted to the Club by email, website notice and any other method determined by the Members, 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.
iii. Only the business set out in the notice of the Special General Meeting shall be considered.
D) 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.
E) 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.
F) 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 Director of Administration, 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 8: 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 9: 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 10: BY-LAWS AND AMENDMENTS
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.
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, website notice and any other method determined by the Members.
Article 11: RULES AND REGULATIONS
The Club shall have Rules and Regulations which shall include, but is not limited to, the following:
i. discipline of a Member: summary of charges regarding misconduct
ii. discipine of a Member: procedures for discipline hearing
iii. duties of Board of Directors: authority granted to Board regarding the business being conducted
iv. 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
v. duties of Board of Directors: process for revoking appointments
vi. voting at General Meeting: format for the proxy, and the issue, or issues, for which the proxy may be cast
vii. 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
viii. 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 12: 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 13: FINANCE
The accounts of the Club shall:
|
be audited annually by a Chartered Accountant if the annual Gross Revenue is greater than $100,000; or
|
|
§ 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$100,000 or less; or
|
|
§ 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
|
