Goulbourn Soccer Club, Richmond, Stittsville, Munster, Recreational, Competitive, Soccer

Article 1

The name of the organization shall be the "GOULBOURN SOCCER CLUB", hereinafter referred to as the Club.

Article 2

The Head Office of the Club shall be located within the Township of Goulbourn, Ontario.

Article 3

For the purposes of the recruitment of players, Club activity is centered in the Township of Goulbourn and its environs.

Article 4

The objective of the Club shall be to help Members develop their character as resourceful and responsible members of their community by providing opportunities, through playing the game of soccer, for their mental, physical, social and leadership development.

All activities of the Club shall be carried out in furtherance of this Objective, and not for the pecuniary gain to the membership or to the directors

Article 5

Article 6

Article 7

Article 8

The Club shall be composed of Members as hereinafter set out, and shall be managed by the Board of Directors constituted as set out in these By-Laws.

The Club shall be a Member of the Eastern Ontario District 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 of the following governing organizations in declining order of authority:

1. The OSA
2. The District Association
3. The Club

Article 9

Membership in the Club shall be limited to individuals interested in furthering the objectives of the Club.

Membership shall be the aggregate of:

• Players who are registered with the OSA through the Club, who shall be known as Playing Members;
• Coaches and Assistant Coaches who are registered with the OSA through the Club, who shall be known as Volunteer Members;
• Team Managers, and all other individuals registered as Club Administrators with the OSA, who shall be known as Volunteer Members;
• Each of the parent(s) or legal guardian(s) of any Playing Member under the age of eighteen years, who shall be known as Family Members;
• Individuals who through the resolution of the members at any General Meeting have been known as Life Members;
• Those persons who are currently elected or appointed as Directors, Officers or Operating Committee Members of the Club, who shall be known as Volunteer Members.

Membership of an individual shall commence upon:

For Playing Members, the acceptance by the Club of a Player Registration;

• For Volunteer Members (Coaches and Assistant Coaches), the acceptance by the Club of a Coaching Registration;
• For Volunteer Members (Team Administrators and other volunteers), upon appointment by the Club to the position, and acceptance by the appointed individual
• For Family Members, the acceptance by the Club of a Player Registration, where the parent or legal guardian has legal responsibility for the player;
• For Life Members, upon the adoption of a resolution by the membership at any General Meeting;
• For Volunteer Members (Directors, Officers or Operating Committee Members) , coincident with the start of their term of office.

Any Member may terminate their membership at any time by delivering a written resignation to the Secretary of the Club.

The membership of Playing and Family Members automatically terminates on the date set by the Board of Directors as the close of Registration for the year following.

The membership of a Life Member automatically terminates with the death of the Life Member.

The membership of a Volunteer Member (Directors, Officers or Operating Committee) automatically terminates upon the completion of their term of office.

The membership of all other Volunteer Members terminates on the date set by the Board of Directors as the close of Registration for the year following.

Voting Members are those Playing, Life and Volunteer Members in good standing who are eighteen (18) years of age or older as of the date of the meeting, unless the Act or these By-Laws otherwise provide.

Where a Playing Member has not reached eighteen (18) years of age as of the date of the meeting, then one of the Playing Member's parent(s) or guardian(s) may exercise one vote on behalf of the Playing 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.

Article 10

At all meetings of the membership:

• All Members in Good Standing have the right to attend and speak at all General Meetings;
• Votes must be cast in person -- there are no proxy votes. Votes cast by a Family Member on behalf of a Playing Member who is less than eighteen (18) years of age may be cast by the Family Member even though the Playing Member is not in attendance
• A majority of the votes cast shall decide the resolution, unless the Act or these By-Laws otherwise provide;
• All votes for the Election of Directors shall be by secret ballot cast by those members eighteen (18) years of age or older as of the date of the meeting;
• All votes in matters other than the Election of Directors shall normally be cast by a show of hands, unless the meeting chairperson determines that a written or secret ballot be used;
• Voting Members may cast a maximum of one vote per resolution, even though that individual may have multiple roles in the Club
  [Example 1: An individual is a coach and a player. The individual may cast only one vote.
  Example 2: An individual is a coach, a player, and a parent of a Playing Member under the age of eighteen. The individual may cast one vote as a member, and may also cast one vote on behalf of the Playing Member];

Where business is to be conducted in addition to the Order of Business contained in these By-Laws, the Notice of Meeting must include sufficient information of the additional business so that members may make a reasoned decision.

• Call to order
• Minutes of the previous year's AGM
• Minutes of all Special General Meetings since the last AGM
• President's report
• Officer's reports
• Auditor's report
• Committee reports (if any)
• Appointment of Auditors
• Amendments to the By-Laws and/or Rules and Regulations (if any)
• Nomination and election of Life Members (if any)
• Unfinished business
• Ratification of membership fees
• Election of Officers and Directors
• Proposed budget
• New business
• Adjournment

A Special General Meeting will be scheduled upon:

• A resolution of the Board; or
• A written request delivered to the President or to the Secretary with the signatures of 50 voting members in Good Standing.

All members shall receive at least fourteen (14) days notice of the date, time and location of the Special General Meeting. The Secretary shall notify the membership of the meeting.

The Notice to Members shall list the business to be conducted at the SGM.

The Notice of Meeting must include sufficient information of the business to be conducted so that members may make a reasoned decision.

Article 11

The Board shall consist of nine (9) directors. The number of directors and their offices may be changed through a resolution to modify the by-laws, such resolution to be in accordance with these by-laws.

The Board shall consist of the following offices:

• President
• Vice-President
• Secretary
• Treasurer
• Director-at-large, Adult Programs
• Director-at-large, Munster Recreational Programs
• Director-at-large, Richmond Recreational Programs
• Director-at-large, Stittsville Recreational Programs
• Director-at-large, Youth Competitive Programs

Directors do not need to be a member of the Club prior to being elected or appointed to office. Each director must remain in good standing and 18 years of age or older.

A director may hold more than one office, except for the offices of President and Vice-President which must be held by different persons.

The Term of Office for the President, Vice-President, Secretary and Treasurer shall be two (2) years.

In AGM's held in even-numbered years the positions of President and Vice-President shall be elected.

In AGM's held in odd-numbered years the positions of Secretary and Treasurer shall be elected.

The Term of Office for the nine Directors-at-large shall be one (1) year.

The directors will be elected at the Annual General Meeting, or at a Special General Meeting called for this purpose. Their term of office commences immediately upon election.

All members may cast a vote (as specified in these By-Laws in Article 9 Membership Voting Members, and Article 10Membership Meetings  Voting) for the positions of President, Vice-President, Secretary and Treasurer.

Only the members of a specific constituency may cast a vote for the Director-At-Large for that particular constituency.

[Example: An adult in attendance at the meeting plays in the adult men's oldtimers program, is the Family Member representing one child who is in the Youth Competitive Program, is also the Family Member representing another child who is in the Munster Recreational Program, and also coaches in the Munster Recreational Program. This adult can cast one vote for himself in either the Adult Program or the Munster Recreational Program (an individual has only one vote to represent themselves, even though they have multiple roles in the club), one vote on behalf of the child in the Youth Competitive Program, and one vote on behalf of the child in the Munster Recreational Program.]

Should no candidate obtain a majority of the votes cast there shall be another ballot where the name of the person obtaining the least number of votes in the previous ballot shall be removed.

The office of a member of the Board shall be vacated:

• If at a General Meeting a resolution is passed by majority vote of the members present at the meeting that the individual be removed from office;
• If he has resigned his office by delivering a written resignation to the Secretary or to the President;
• If he is found by a court to be of unsound mind, or is otherwise incapable of performing the duties of his position;
• If he becomes bankrupt or suspends payment or compounds with his creditors; or
• On the death of the director.

The Board shall meet at least four (4) times per year, with no more than four (4) months between meetings. The first Board meeting of the year shall be held within thirty (30) days of the conclusion of the Annual General Meeting.

Meetings of the Board may be called by the President, the Vice-President, or through resolution of the Board.

Meetings may be held at any time and place within the Township of Goulbourn provided that 48 hours notice of such meeting shall be given to each director. Notice may be given by phone, electronic mail, or by personal delivery.

For all matters each director shall receive documentation and background materials at least 48 hours in advance of the meeting.

No error or omission in giving notice of any meeting of the Board or any adjourned meeting of the Board shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

Quorum for meetings of the Board shall consist of any five (5) directors in good standing. Any meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the Club.

Each director is authorized to exercise one (1) vote. Votes must be cast in person -  there is no proxy voting.

Minutes of the meetings of the Board shall not be available to the general membership of the Club except through a resolution of the Board, but each member of the Board shall receive a copy of such minutes.

Article 12

The directors of the Club shall oversee the affairs of the Club in all things and make or cause to be made for the Club, in its name, any kind of contract which the Club may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Club is by its charter or otherwise authorized to exercise and do.

Upon the recommendation of the Executive Committee, the directors shall have power to authorize expenditures on behalf of the Club which are in variance from the budget as approved by the membership at the Annual General Meeting, while adhering to the doctrine of responsible management and in accordance with the Objectives of the Club.

The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Club in accordance with such terms as the Board may prescribe.

The Board shall take such steps as they may deem requisite to enable the Club to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Club.

Article 13

Article 14

The treasurer shall have the custody of the funds and securities of the Club and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Club in the books belonging to the Club and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Club in such chartered bank of trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board from time to time.

He shall disburse the funds of the Club as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the Board, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Club. He shall also perform such other duties as may from time to time be directed by the Board.

Article 15

The operations of the club will be managed by an Executive Committee. The Executive Committee shall have power to authorize expenditures on behalf of the Club in accordance with the budget as approved by the membership at the Annual General Meeting. Additional powers and duties of the Executive Committee shall be specified by the Board of Directors.

The President, Vice-President, Secretary and Treasurer are elected by the Members and also sit on the Board of Directors. The remaining members of the Executive Committee are appointed by the Board of Directors.

Any Executive Committee member, other than the President, Vice-President, Secretary or Treasurer, may be removed by a majority vote of the Board of Directors.

Executive Committee members shall receive no remuneration for serving as such, but are entitled to reimbursement of reasonable expenses incurred in the exercise of their duty.

The Executive Committee will meet monthly, and additionally as required to fulfil their responsibilities. Meetings of the Executive Committee shall be held at any time and place determined by the members of such committee provided that forty-eight (48) hours notice of such meeting shall be given to each member of the committee. Notice may be provided by phone, email or personal contact.

Quorum shall consist of four (4) members of the Executive Committee.

The Executive Committee consisting of the following six (6) members:

• President
• Vice President
• Secretary
• Treasurer
• Registrar
• Club Head Coach

Article 16

The day-to-day operations of the club will be managed by an Operating Committee.

The Operating Committee is responsible for:

• Planning, design, implementation, day-to-day operations, and evaluation of their respective areas of responsibility
• Establishing budget, schedule and resource requirements for their programs
• Recruiting volunteers
• Additional powers and duties as may be established by the Executive Committee

The President, Vice-President, Secretary, Treasurer, Registrar and Club Head Coach also sit on the Executive Committee. The remaining members of the Operating Committee are appointed by the Executive Committee. The Executive Committee, by majority vote, may also remove the appointed members from the Operating Committee.

Operating Committee members shall receive no remuneration for serving as such, but are entitled to reimbursement of reasonable expenses incurred in the exercise of their duty.

The Operating Committee shall normally meet every two (2) months. Meetings of the Operating Committee may be held jointly with the Executive Committee, and shall be held at any time and place determined by the members of such committee provided that forty-eight (48) hours notice of such meeting shall be given to each member of the committee. Notice may be provided by phone, email or personal contact.

Quorum shall consist of seven (7) members of the Operating Committee.

The Operating Committee consisting of the following thirteen (13) members:

• President
• Vice President
• Secretary
• Treasurer
• Registrar
• Club Head Coach
• Head Referee
• Director of Field Development
• Director of Field Management
• Director of Uniforms and Equipment
• Director of Volunteer Screening and Safety
• Director of Communications
• Director of Winter/Indoor Programs

Article 17

Article 18

A Chartered Accountant shall audit the accounts of the Club annually.

The members shall, at each Annual General Meeting, appoint a chartered accountant firm to render an opinion as to the accuracy of the accounts and annual financial statements of the Club.

The auditors shall hold office until the next Annual General Meeting provided that the Board may fill any casual vacancy. The remuneration of the auditor shall be fixed by the Board.

The auditors may not be a Director, Officer or Employee of the Club nor of an affiliated organization, or associated with a Director, Officer or Employee, unless all of the members present at the Annual General Meeting are informed of, and unanimously consent to, such an appointment.

The audit statement shall be presented to the Annual General Meeting for adoption.

Article 19

Article 20

Amendments to the Club Constitution may be considered at any Annual General Meeting, or at a Special General Meeting called for that purpose, provided that the proposed amendments have been delivered in writing to the Secretary at least 15 days prior to the date fixed for the commencement of said meeting.

Amendments may be proposed by resolution of the Board, or by petition signed by any ten (10) members of the Club who are in Good Standing and a minimum of eighteen (18) years of age.

The Secretary shall upon request make the proposed amendments viewable by the members at least ten (10) days prior to the meeting at which they will be considered.

Adoption of proposed amendments to the By-Laws shall require a two-thirds (2/3) majority of the votes cast by the members present.

Adoption of proposed amendments to the Rules and Regulations shall require a majority of the votes cast by the members present.

The repeal or amendment of an existing, or the enactment of a new, By-Law and/or Rule and Regulation that does not relate to the requirements of sub-section 155(2) of the Canada Corporations Act shall be in immediate effect upon adoption of the resolution unless otherwise specified in the resolution.

The repeal or amendment of an existing, or the enactment of a new, By-Law Rule and Regulation relating to the requirements of subsection 155(2) of the Canada Corporations Act shall not be enforced or acted upon until the approval of the Minister has been obtained. Upon receipt of Ministerial approval the By-Law and/or Rule and Regulation shall be in immediate effect unless otherwise specified in the resolution.

Article 21

A motion that the Club be dissolved shall require passage of a motion at a General Meeting by seventy-five percent (75%) plus one (1) of the votes cast.

It is specially provided that in the event of dissolution or winding-up of the Club, all its remaining assets after payment of all debts and liabilities shall be distributed by the Board to one or more organizations in Ontario with similar Objectives.

Article 22

Article 23

The Directors and Officers of the Club shall be subject to the Conflict of Interest Policy 21.0 in the OSA's Published Rules.

Article 24

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 25

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.

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.

An individual shall not appeal a decision made by the Board of Directors or Executive regarding the appointment, on-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 revocation process outlined in the Club's published rules has not been followed.

An individual shall not appeal a decision made by the Club regarding a player's team assignment.

Article 26

References to persons shall mean individuals unless otherwise specifically specified.

Only members of the Board may be in attendance at Board of Directors meetings, except upon invitation by the majority of the Board.

Any member may attend General Meetings. All members of the Club may speak at such meetings. The Auditor, a representative of the Association or of the OSA, or any individual or organization entitled or required under any provision of applicable legislation or the Constitution of the Club, or any individual invited to speak by the Chairman, may also speak at such meetings.

Any meeting of the Members or of the Board may be adjourned at any time.

Adjournment of a meeting may be declared by the Chairman of the meeting notwithstanding that quorum may not be present.

Any business as may have been transacted at the meeting prior to adjournment shall stand as validly transacted.

No separate notice shall be required of the resumption of any adjourned meeting. The business to be considered shall be restricted to the business as was announced in the Notice of the adjourned meeting.

Article 27

RULES AND REGULATIONS

Article 1

To ensure that all members are aware of, and in compliance with, the Constitution, Rules and Procedures of the Club, and those of the EODSA.

To protect the Club assets through the purchase of sufficient property insurance.

Through registration of Players, Coaches, Assistant Coaches, Administrators and Executive with the OSA, to provide the standard level of insurance coverage as may be provided by the OSA to all registrants.

To protect the Directors of the Club, through the purchase of sufficient Director's insurance.

Article 2

Members are required to abide by the By-Laws and the Rules and Regulations of the Club.

Members are required to abide by any Code of Conduct as may be resolved by the Board.

Members shall comply with any Rules established by the OSA, the EODSA, and by the Rules of any League, Tournament or Association in which the Member participates.

From time to time special events are held requiring additional volunteers. All members are encouraged to help in these obligations to ensure the success of the special event.

Article 3

Life Members may be admitted from time to time at the discretion of the Membership.

The admission into Life Membership shall require the affirmation of at least