Peterborough Men’s Over 35 Soccer Club
CONSTITUTION AND BYLAWS
Revised 2017
Article 1: NAME
The name of this Club shall be the Peterborough Men’s Over 35 Soccer Club, hereinafter referred to as the Club. The headquarters of the Club shall be located within the District Boundaries of the East Central Ontario Soccer Association, hereinafter referred to as ECOSA.
Article 2: OBJECTIVES
To promote and develop senior soccer in the region.
Article 3: AFFILIATIONS
The Club shall be affiliated with the East Central Ontario Soccer Association.
Article 4: MEMBERSHIP
The league shall be composed of members as hereinafter set out, and it shall be managed by an executive council as stated herein.
The league shall be composed of the following member categories:
Administrators
An administrator is any duly elected or appointed member of the Executive Council or those individuals appointed by the Executive to perform other duties relevant to the operation of the Club.
Appointed directors of all properly registered teams become Club Administrators.
An Administrator shall become a regular Member upon election or appointment by the directors of the Club.
An Administrator shall be registered with the OSA and shall be responsible for one or more of the functions required to operate the Club.
Regular Member
A regular Member is either:
· a registered player
· a registered Club coach
· a registered Club game official
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 and registered by the Club’s Registrar.
Upon application, a coach shall become a regular Member upon acceptance by the directors of the Club and registered by the Club’s Registrar. A coach is an individual who is registered with The OSA to teach, instruct, train and guide players to play the game of soccer.
Upon application, a game official shall become a regular Member upon acceptance by the directors of the Club and registration by the Club’s Registrar. A game official is an individual who is registered with The OSA to officiate soccer games.
Associate Membership:
Is also available to those who wish to participate in the development of senior soccer in the region.
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.
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:
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 5: BOARD OF DIRECTORS
The Club shall be governed by a Board of Directors which shall consist of a maximum of 8 individuals, or 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
Registrar
Treasurer
Directors (limit to 3 positions or less)
Past President
A Director may hold more than one position.
A Director shall be 35 years of age or older, 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.
The position of President shall be elected every even year and serve for a two year term.
The position of Vice-President shall be elected every odd year and serve for a two year term.
After an initial Board of Directors has been appointed, the position of Treasurer, shall be elected in even numbered years.
The position of Secretary shall be elected in odd numbered years.
The position of registrar shall be elected in odd numbered years
Past President is a position to ensure continuity and may be held until a new president is elected (extensions by Director vote).
The directors shall serve a term of 2 years, one or more elected in each year as needed.
These requirements might not be required by OSA, but help ensure exec continuity.
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:
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
·
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.
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 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 Policy in the OSA’s published rules.
Interest of Directors in Contracts
Subject to the provisions of the Act, no Director shall be disqualified by his or her office from contracting with the Club nor shall any contract or arrangement entered into by or on behalf of the Club with any Director or in which any Director is in any way interested be liable to be voided nor shall any Director so contracting or being so interested be liable to account to the Clubr any of its Members or creditors for any profit realized from any such contract or arrangement by reason of such Director holding that office or the fiduciary relationship thereby established.
Declaration of Interest
It shall be the duty of every Director of the Club who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or proposed arrangement to declare such interest.
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:
1. as provided for in the Dispute Resolution Policy of the OSA, and
2. 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 nominating 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.
REGISTRAR
The registrar is responsible for the collection and proper administration of all registration information as required by the club.
Other Director Positions
The duties of other Director Positions shall be determined by the Board of Directors, or may be temporarily assigned as required.
Agents and Attorneys
The Board shall have power from time to time to appoint agents or attorneys for the Club in or out of Canada with such powers of management or otherwise (including the power to subdelegate) as may be thought fit.
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 may be by secret ballot as decided at the beginning of the AGM, 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.
Remuneration
The Directors may receive reasonable remuneration for expenses for their services to the Club as a Director or in any other capacity.
Article 6: MEETINGS
Annual General Meeting:
An official notice of each meeting may 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:
website notice
* newspaper announcement
* public notice
any other method determined by the Members
At least ten voting Members, 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.
The Club shall hold its Annual General Meeting not later than the end of the first week of February of every calendar year. The agenda of the Annual General meeting shall include:
1. Roll Call
2. Minutes of Previous Annual General Meeting
3. President’s Address
4. Officers’ Reports
5. Treasurer’s Report
6. Auditor’s Report as applicable
7. Appointment of Auditors as applicable
8. Other Reports
9. Unfinished Business
10. Amendments to the By-Laws
11. Election of Officers and Directors
12. Any Other Business
13. 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 15 Members of the voting Membership, 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, unless otherwise agreed upon by a majority of Members present.
Voting at General Meeting:
Every regular Member shall have the right to attend, speak and cast one vote for resolutions at Members’ meeting of the Club.
Board of Directors Meeting:
The Board of Directors shall meet not less than twice per year, upon notice given by the President and the Secretary. Notice of the time and place of every meeting so called shall be given to each Director not less than forty-eight (48) hours (excluding Saturdays, Sundays and bank holidays) before the time when the meeting is to be held. No notice of a meeting shall be necessary if all the Directors are present, or if those absent waive notice of, or otherwise signify their consent to, such meeting being held.
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.
Executive Committee
Whenever the Board consists of more than six (6) Directors, the Board may elect from its number an executive committee consisting of not fewer than three (3), which committee shall have power to fix its quorum at not less than a majority of its members and may exercise all the powers of the Board, subject to any regulations imposed from time to time by the Board.
Standing Committee on Finance:
This committee is responsible for overseeing the Club’s finances. This committee shall receive and rule on the Club’s and teams’ annual budgets. The Finance Committee will consist of the President, Vice-President, Treasurer, Registrar and two (2) board members at the AGM.
Discipline Committee
The Board shall maintain a standing committee on discipline to deal with written report of misconduct by any Voting or Non-Voting Member of the Club, as dependent on Club discipline policy.
Other Committees
The Board of Directors may by resolution create one or more other committees, which may, but need not include members of the Board. Unless otherwise provided, the President shall be a member ex officio of all committees. Other committees created by the Board shall be given written terms of reference by the Board.
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 10 days prior to a special general meeting of the Club; and must be approved by a majority vote of the Board of Directors, and by at least 10 Members voting in person 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 may be by:
* website notice
* newspaper announcement
* public notice
* any other method determined by the Members
Article 10: RULES AND REGULATIONS
The Club shall have Rules and Regulations that shall include, but are not limited to, the following:
a) discipline of a Member: summary of charges regarding misconduct
b) discipline of a Member: procedures for discipline hearing
c) duties of Board of Directors: authority granted to the 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 Club’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 that 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 of the Club, their heirs, executors, administrators and estate and effects respectively shall be indemnified and saved harmless at all times by the Club against:
(a) all costs, charges and expenses whatsoever that such Director or officer sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her, in or about the execution of the duties of his or her office; and
(b) 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.
Article 12: FINANCE
The accounts of the Club may:
(a) be audited annually by a Professionally Designated Accountant if the Annual Gross Revenue is greater than $250,000; or
(b) be reviewed annually through a Financial Review Engagement completed by a professionally designated accountant or a Finance Committee if the Annual Gross Revenue is $150,000 or more; or
(c) be reviewed annually through a compilation engagement completed by a professionally designated accountant if the Annual Gross Revenue is $75,000 or more; or
(d) with the consent of all its Members, be exempt from any audit or Financial Review Engagement if the Annual Gross Revenue is less than $75,000
The stated values may be changed yearly as voted at the club AGM.
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 professional accountant firm shall be appointed to perform the audit or the Financial Review Engagement, if deemed necessary.
The fiscal year of the Club shall end on December 31 of each year, unless otherwise ordered by the Board of Directors.
Directors may rely upon the accuracy of any statement or report prepared by the Club’s auditors and shall not be responsible or held liable for any loss or damage resulting from acting upon such statement or report.
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 Club. If there is no resolution, the OSA Dispute Resolution process can be initiated with a copy of the Dispute to the OSA 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 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 OSA Harassment Policy as approved and published 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. The Harassment Policy may be found on the Ontario Soccer Association website or obtained from the Club Administrator.
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 administrative position within the Club’s operations, except where the selection, appointment and revocation process outlined in the Club’s published rules has not been followed.
d) A Member shall not appeal a decision made by the Club regarding 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.
Article 18: EFFECTIVE DATE
This By-law shall come into effect when confirmed by the Members in accordance with the Act.
PASSED by the Directors
the ______ day of _______________, _________
_________________________
President
_________________________
President Signature
_________________________
Secretary
_________________________
Secretary Signature
CONFIRMED by the Members the _______ day of _________________, _________
_________________________
Secretary
_________________________
Secretary Signature
APPENDIX: INTERPRETATION
Definitions:
In this By-law and all other By-laws and special resolutions of the Corporation, unless the context otherwise requires:
“Act” means the Corporations Act of Ontario, and any act that may be substituted therefor, as from time to time amended;
“Board” or “Board of Directors” means the Board of Directors of the Club;
“By-laws” means this By-law and all other By-laws of the Club from time to time in force and effect;
“Director” means a Director of the Club;
“Directors” means the Directors of the Club;
“Letters Patent” means the letters patent incorporating the Club as a Corporation if and when enacted, as from time to time amended and supplemented by supplementary Letters Patent;
“Meeting of Members” includes an Annual General Meeting of Members and a special
meeting of Members;
“Member” means a Member of the Club;
“Members” means the Members of the Club.
“Quorum” means a minimum number of Members that can enact the business of the Club.
Words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders; and words importing persons include individuals, corporations, partnerships, trusts and unincorporated organizations.
CLUB BYLAWS
INDOORS.
1. SEASON
THE OUTDOOR PLAYING SEASON WILL RUN FROM SPRING THROUGH SUMMER UNTIL EARLY FALL. ACTUAL OPENING AND CLOSING DATES WILL VARY AND WILL BE SET BY THE EXECUTIVE. THE SEASON WILL CONSIST OF REGULAR LEAGUE MATCHES, THE FORMAT TO BE SET BY THE EXECUTIVE.
SHOULD AN INDOOR PLAYING SEASON OCCUR, IT WILL RUN FROM FALL THROUGH WINTER UNTIL SPRING. ACTUAL OPENING AND CLOSING DATES WILL VARY AND WILL BE SET BY THE EXECUTIVE. THE SEASON WILL CONSIST OF REGULAR LEAGUE MATCHES, THE FORMAT TO BE SET BY THE EXECUTIVE.
2. MEMBERSHIP
ALL MEMBERS SHALL COMPLY WITH THE CONSTITUTION AND BY-LAWS TO REMAIN IN GOOD STANDING. THEY SHALL:
REMIT ALL REQUIRED REGISTRATION FORMS, PROPERLY FILLED OUT, AT LEAST 3 DAYS IN ADVANCE OF MEMBER COMPETITION START DATE.
REMIT ALL OUTSTANDING FEES OWED TO THE CLUB AS REQUIRED.
3. REGISTRATION
1. THE PMOSL OPERATES AS A RECREATIONAL LEAGUE. THEREBY ALL PLAYERS MUST BE REGISTERED AS RECREATIONAL.
2. IN THE INTEREST OF PROVIDING SOCCER TO AS MANY PLAYERS AS PRACTICAL, WHILE REDUCING CONFLICTS WITH OTHER GROUPS, COMPETITIVE PLAYERS ARE NOT ELIGIBLE TO PLAY IN THIS LEAGUE UNLESS THEY ARE PLAYING ON A TRIAL PERMIT WITH A COMPETITIVE TEAM.
3. PLAYERS SHOULD BE 35 YEARS OF AGE AS OF JANUARY 1 OF THE YEAR OF REGISTRATION. HOWEVER EXCEPTIONS WILL BE CONSIDERED.
4. ALL PLAYERS WILL SIGN OFFICIAL FORMS AS SUPPLIED BY THE CLUB, PROVIDING ALL PERTINENT DATA.
5. EACH TEAM MAY SIGN AS MANY PLAYERS AS DETERMINED BY A MEETING OF THE BOARD AND REPRESENTATIVES OF THE CLUB TEAMS.
6. in order to promote fairness and enjoyment of the game for all members, the executive may assign players to a member team for balancing purposes.
4. FEES
ALL FEES WILL BE SET BY THE EXECUTIVE AND PAID ON DATES SET BY THE EXECUTIVE.
6. TRANSFERS.
5. TRANSFERS
TRANSFERS FROM ONE TEAM TO ANOTHER MAY BE MADE WITH THE AGREEMENT OF THE TEAMS INVOLVED AND THE EXECUTIVE. TEAMS MAY TRADE PLAYERS PRIOR TO START OF GAMES TO EVEN UP SIDES OR TO ENSURE A “LEGAL” SIDE FOR A GAME.
(A) TRANSFER WILL NOT BE PERMITTED AFTER JULY 15.
6 GENERAL LEAGUE RULES:
1. IN LEAGUE MATCHES, FINAL GAME RESULTS STAND UNLESS CHANGED BY SUCCESSFUL APPEAL TO THE EXECUTIVE.
2. THE REFEREE WILL MAKE FINAL DECISION AS TO THE SAFETY OF THE PLAYING SURFACE AT KICK-OFF, UNLESS ALREADY DETERMINED BY THE EXECUTIVE.