East Gwillimbury Soccer Club
Constitution
Adopted by the Board of Directors
And Its’ Members
January 21, 2008
Table of Content
The East Gwillimbury Soccer Club began in 1975 through the efforts of Joe Southall, Bill Gow and Mr. Atkinson. After three years the club ceased operating. In 1983 it was resurrected by Paul Mainprize, Bill Gow and Colin Lamoureaux. Since that time it has continued to provide an organized soccer program to the members of the community both youth and senior.
This club shall be known as the EAST GWILLIMBURY SOCCER CLUB (“EGSC” or “Club”).
The Head Office of the Club shall be in the Town of East Gwillimbury, in the Province of Ontario and at such place therein as the directors may from time to time determine.
To provide an opportunity for any person, to play organized soccer at recreational and competitive levels and to assist all participants in reaching their potential and a sense of fair play and sportsmanship through the development of players, coaches, referees and administrators.
The EGSC must be prepared to adjust to any changes in order to maintain its objectives in the future.
The EGSC shall be affiliated with the Ontario Soccer Association (OSA) through the York Region Soccer Association (YRSA). At the discretion of the Executive Board of Directors, may affiliate with other organizations with similar aims and objectives.
Any and all groups operating under the name of EGSC are subject to the Club’s Constitution and By-laws. All activities must receive prior approval by the Board of Directors.
The seal, an impression which is stamped on these by-laws, shall be the seal of the Club. The Secretary shall have custody of the seal.
a) Membership (for the current calendar year) shall be made up of annually registered
players or their parent or guardian (if player is under the age of 18), team and Club officials, and non-paid administrator(s) actively engaged in the activities of the Club and are a member in `Good Standing'.
b) Club Officials shall consist of Elected Officers and Directors and appointed volunteers.
Members must have reached the age of 18, as of December 31, of the current year in order to have voting privileges.
c) All members shall comply with the rules and regulations laid down in this Constitution.
d) 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.
e) 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.
f) A non-paid administrator shall become a regular Member upon election or appointment by the directors of the Club.
g) 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.
h) 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.
i) Membership fees for registered players shall be set annually by the Board of Directors.
The membership is the decision-making body and shall be managed by a Board of Directors, constituted with duties as stated in these by-laws.
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 will be handled in accordance with the procedures published by the Ontario Soccer Association.
Any Member who infringes the Bylaws and 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 or Discipline Committee at which the member may attend.
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
The Annual General Meeting shall take place no later than November 15 of each year. The purpose of the meeting is to review the activities of the current year consider any amendments to the Constitution and elect members to the Board of Directors.
An official notice of the Annual General 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 web site, posting at the Club office, and/or any other method determined by the Board.
The Club shall hold a second Annual General Meeting not later than January 31 of the following year to complete any unfinished business.
The agenda of the Annual General meeting shall include:
Roll call
Period of Remembrance
Tributes and Introduction of Guests
Minutes of the previous Annual General Meeting
President’s Address
Board of Directors Reports
Financial Statements and/or Auditor's Report
Other Reports
Unfinished Business
Amendments to the Constitution and By-Laws
Roll Call
Election of Officers and Directors
Any other business
Adjournment
A Special General Meeting of the Club may be called by either:
a) the Board of Directors, or
b) 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 seventy-five (75) of the voting Membership, setting out the items of business to be conducted at the Special General Meeting.
Official notice of the meeting must be made within seven (7) days of the request.
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.
All members shall each have one (1) vote and be entitled to vote at all Annual and Special General Meetings.
Every regular Member aged 18 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 18 shall have the right to attend and speak at Members' meetings, but any vote must be cast by any one parent or guardian who is entitled to represent one member under the age of 18; and who shall also have the right to attend and speak on behalf of that Member at Members' meetings.
Honorary members may attend Annual General Meetings and Special General Meetings but shall have no voting privileges.
Proxy votes will not be permitted.
A Quorum of 10 members must be present for any Annual General Meetings or Special General Meetings, in order that a vote may take place.
A Board of Directors, which shall consist of at least seven (7) individuals from the list below, shall govern the Club, as may be amended from time to time in accordance with the Club's By-Laws. These individuals shall hold the positions of:
President
Treasurer
Secretary
Head Coach
Sponsorship Director
Equipment Director
Director of House League
Field Director
Tournament Director
Director of Rep and Recreation
Head Referee
Additionally 3 Directors-at-Large positions may be created and or filled by the Club as deemed necessary for the operation in that season...
A Director may hold more than one position but not more than two.
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.
To be eligible for the office of President, a candidate must have served at least two years with the Club on the Board of Directors, both of which shall be the years immediately preceding his/her candidacy for the office of President. In the event that no such person exists, or is willing to stand for the nomination and election process, a candidate must have served at least one year with the Club on the Board of Directors, which has been the year immediately preceding his/her candidacy for the office of President.
The President may not serve more than two consecutive terms in that office, unless there is no other candidate willing to stand for the nomination and election process.
Honorary Life Members shall participate in functions and assist without voting privileges in the affairs of the club save and except voting at the Annual General Meeting and at Special Emergency Meetings.
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 rules and regulations of the Club
A. President
The President shall:
· Shall be the Chief Executive Officer of the Club
· Preside overall meetings of the Club
· Act as a spokesperson for the Club
· Have other duties as assigned by the Board of Directors
B. Secretary
The Secretary shall:
· Keep a record of all minutes of the organization
· Keep on file all minutes and reports
· Oversees the safekeeping of all books, papers, records, correspondence, contracts, the Club’s Corporate Seal, and other documents belonging to the Club.
· Notify officers and committee members of their election or appointment
· Maintain record books in which the constitution, rules and regulations and minutes are entered and to have the current record books available at each meeting;
· Send out to the Membership a notice of each general meeting;
· Give notice of meetings of the Club to the Board of Directors
· 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 chair.
· Perform other duties as prescribed by the Board of Directors.
C. Treasurer
The Treasurer shall:
· Ensure that full and accurate records are kept of the accounts of the Club
· Deposit all monies and other valuable effects in the name of and to the credit of the Club. Such depositories as may be designate by the Board of Directors.
· At regular Board meetings present a listing of all disbursements made since the previous meeting
· Pay all accounts that are due. Cheques drawn on the club shall be signed by two (2) of the following: President, Treasurer, Secretary or other Board Member approved by the Board.
· Be responsible for submitting a budget no later than two months after the Annual General Meeting and co-ordinate the budget.
· Render an accurate interim financial statement at quarterly meetings for the Board of Directors.
· Assist the Club in obtaining a qualified auditor who will annually audit the financial statements of the Club. The Treasurer shall act as the liaison between the auditors and the Club.
· Reconcile the bank accounts monthly.
· Prepare an annual report and financial statement, which will be submitted, for review at the Annual General Meeting.
· Perform other duties as prescribed by the Board of Directors
D. Other Directors Duties
Shall have such duties as defined in the By-laws as well as those prescribed by the Board of Directors.
· Head Coach
Shall represent and be responsible for the Coaches for the House League teams.
· Sponsorship Director
Shall represent, oversee and advise the Board on all sponsorship activities within the Club; Shall oversee and advise the Board on all fundraising activities on behalf of the Club
· Equipment Director
Shall represent, oversee and advise the Board of all Equipment requirements for the Club
· Director of House League
Shall represent and be responsible for all of House League, both boys and girls
· Field Director
Shall represent, oversee and advise the Board of all Field requirements; Shall represent the Club with the Town of East Gwillimbury in all matters concerning Fields.
· Tournament Director
Shall represent, oversee and advise the Board of all Tournament requirements for the Club
· Director of Rep and Recreation
Shall represent and be responsible for all Rep and Recreation Leagues, both boys and girls
· Head Referee
Shall represent, and advise the Board of all Referee requirements within EGSC. Oversee the development of Club referees, and assist the referee scheduler in appointing game officials so they can reach their full potential.
Nominations for positions on the Board of Directors may be made by any member in writing seven (7) business days prior to the Annual General Meeting.
In the event that no nominations are received for a position, nominations may be made by any member at the Annual General Meeting or at a Special General Meeting called for that purpose.
In the event that a nomination is made at the Annual General Meeting or at a Special General Meeting called for that purpose, two-thirds (2/3s) of the Membership must ratify the nomination.
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.
The following positions shall be elected for a two-year term at the AGM held in odd numberedyears.
President
Treasurer
Equipment Director
Field Director
Director of Rep
Head Coach
The following positions shall be elected for a two-year term at the AGM held in even numberedyears.
Secretary
Director of House League
Tournament Director
Sponsorship Director
Head Referee
Directors-at-large will be elected or as deemed necessary by the Board of Directors for a one-year term with a maximum of 3 directors.
If the Club is unable to elect a President, that the Club will be run by committee until such time a candidate is found.
The Board of Directors has the right to appoint positions or committees as required to run the daily operations of the Club – with no voting rights. The Board must ratify decisions of the appointee.
The office of a member of the Board of Directors shall be vacated:
- Upon resignation in writing
- The removal of any Board member by 2/3 majority of the Board of Directors
- Death
Should a vacancy occur in the Board of Directors, the Board may appoint a person to fill the vacancy until the next Annual General Meeting. This individual will carry all voting privileges.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 directly affected the Club.
The director so charged shall be entitled to reasonable notice and a chance to be heard by the Full Board of Directors.
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 the Board of Directors removes a Director, 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.
The Board of Directors shall meet as often as necessary, but not less than once a month, to carry out the business of the Club.
The Secretary will remind Board members 7 days before the each scheduled Board meeting via email and/or telephone message.
A majority of the Members of the Board of Directors shall form a quorum.
Questions arising at any meeting shall be decided by a majority of votes where each director is entitled to cast one vote. Proxy votes will not be permitted.
A member of the Board of Directors shall declare conflict of interest on any issues raised and shall not vote on the issue.
If a Board member holds more than one (1) board position, they are still only granted a single (1) voting privilege.
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.
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.
A chartered accountant firm shall be appointed by the Board, no later than August 31st of the current year, to perform the audit or the Financial Review Engagement for the upcoming season.
The fiscal year of the Club shall end on October 31 of each year.
The financial statements shall be available for review by all members.
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 wilful neglect or default.
Changes to the Constitution can only be made at an Annual General Meeting and/or a Special General Meeting called for that purpose. Any proposed amendments to the Constitution by a member must be submitted in writing to the Club’s Secretary at least thirty (30) days prior to the Annual General Meeting and/or a Special General Meeting. Members will be notified seven (7) days prior to the Annual General Meeting and/or Special General Meeting. Such notification shall be by web site, posting at the Club office and/or any other method determined by the Board.
Changes to the Constitution shall be approved by a majority vote at the Annual General Meeting.
Issues of Quorum shall refer back to the type of meeting being conducted.
The Board of Directors shall have the power to pass additional By-laws and/or amend existing By-laws within the framework of the Constitution to facilitate the day-to-day operation of the Club. All changes are subject to the by-laws of the Ontario Soccer Association.
By-Law amendments may be proposed by the Board of Directors, or submitted by a Member to the Club in writing at least 30 days prior to a Board Meeting; and shall be approved by a majority vote of the Board of Directors.
a) The Club shall be a member in good standing of its Provincial and District Associations and shall ensure that all Rules, Policies, and Procedures established by the various Associations, Leagues and the Club are complied with. A copy of the Clubs Constitution, Rules, Policy and Procedures Manuals, and Affiliations shall be available to all members at the Clubs Head office and on the Club website
b) No such regulation may violate the individual’s right or freedom of any other individual and must ensure the stability of the basic structure of the game.
c) The Club shall adhere to the Dispute Resolution process as published and approved by its Provincial Association, www.soccer.on.ca. Any member of the Club may initiate the Dispute Resolution process by communicating in writing with the Clubs Provincial Association with a copy to the Club and its District Association, the nature and facts of the dispute. This Dispute Resolution Process shall not be used for game discipline which shall follow the normal discipline and appeals process.
d) The Club shall adhere to the Harassment Policy as published and approved by its Provincial Association, www.soccer.on.ca. The Harassment Policy shall apply to all employees, Directors, officers, volunteers, coaches, game officials, administrators, players, members and registrants of the Club.
e) The Club shall abide by the Conflict of Interest policy established by the Ontario Soccer Association, www.soccer.on.ca.
a) Any Member or registrant of the Club directly affected by a decision of the Club may appeal such decision. A non-Member may appeal the denial or termination of Membership in the Club.
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 relocation 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.
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 within the town of East Gwillimbury in Ontario.
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 East Gwillimbury Soccer Club defines the following as:
“Club” means the East Gwillimbury Soccer Club
“Chair” means the person chairing the meetings normally the President, in his/her
absence a Director who the President has designated
“Quorum” is furthered defined as majority of the members of Committee or Board
“Meetings” means any regular, special or other meetings of the club, its committees
and sub- committees.
"Good Standing" means a member who does not owe the Club any monies and/or who is not suspended
“Official Notice” notification by posting on club website or at the club office, and/or other methods as determined by the board
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