Club Constitution

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THORNHILL SOCCER CLUB CONSTITUTION

Article 1: NAME
1.1      The name of this Club shall be the Thornhill Soccer Club, and will hereinafter be referred to as “the Club”.

1.2      The headquarters of the Club shall be located within the boundaries of the York Region Soccer Association, hereinafter referred to as “the YRSA”.

1.3      The official colours of the competitive teams of the Club are red and white and the alternate colours are blue/white/red.
Article 2: OBJECTS
2.1      The Club shall have the following objects:

1. To foster, promote, teach and develop the game of soccer.
2. To help individuals to build and develop their character as resourceful and responsible Members of their community by providing opportunities, through the game of soccer, for their mental, physical, social and leadership development.
3. To encourage sportsmanship.

2.2      The Club is a not for profit corporation.

2.3      Any financial gain made by the Club shall be used to further promote the above objectives, and shall not be used for direct or indirect gain of its Members, either individually or collectively. However, the Board of Directors, being held fiscally responsible, may engage, hire or contract individuals with skills or training needed to assist in the functioning of the Club or to carry out the operations of the Club, providing compensation at prevailing rates of payment. Members of the Club or their immediate families are eligible to seek such engagements, so long as their Membership is disclosed to the Board of Directors. Members of the Board of Directors are not eligible for consideration to carry out these paid functions.

Article 3: AFFILIATIONS
3.1      The Club shall be a Member of YRSA and shall follow the published rules of the YRSA and The Ontario Soccer Association, hereinafter referred to as “the OSA”.

3.2      The Club is subject to the published rules in declining order of authority of the following governing organizations to which it is affiliated:

1. the Club;
2. the YRSA; and
3. the OSA

3.3      The Club shall participate in the YRSA and be affiliated with its approved leagues, and such further leagues, clubs or associations as the Board of Directors determine will further benefit the game of soccer and be within the guidelines of the governing bodies of those other leagues, clubs or associations.

Article 4: MEMBERSHIP
4.1      There are three classes of Member, namely, regular Member, honourary Member and life Member.

Regular Member
4.2      A Regular Member is either:

1. an annual registered player in the current fiscal year, whose fees are fully paid or waived and otherwise in good standing, hereinafter referred to as “a Registered Player” or the parent or legal guardian of a Registered Player;
2. the team and Club officials in the current fiscal year, including coaches and other team officials;
3. the sponsors in the current fiscal year;
4. the annual registered referees in the current fiscal year, who apply to the Board to become Regular Members of the Club and are accepted by the Board, and
5. Other persons engaged in the administration and direct operations of the Club.

4.3      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.
4.4      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.
4.5      A game official who has applied to the Board to become a Regular Member of the Club and was accepted by the Board shall become a Regular Member. A game official is an individual who is registered with the OSA to officiate at soccer games.
4.6      An administrator shall become a Regular Member upon election or appointment by the directors of the Club. An administrator is an individual who is registered with the OSA to be responsible for one or more of the functions required to operate a club. For purposes of this definition, a team manager and a Director shall be classified as an administrator.
Honourary Member
4.7      The Board of Directors may designate an individual as an Honorary Member for a specific period of time.

4.8      An Honourary Member is afforded all rights of Membership, including the right to attend and speak at Members’ meetings, but is not entitled to vote.

Life Member
4.9      The Board of Directors may designate an individual as a Life Member.
4.10    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.

Discipline of Member
4.11    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 published rules of the OSA, the YRSA and the Club, as provided in 3.2. An individual whose Membership has been suspended loses all rights of Membership until the suspension has been terminated.
4.12    Player, team and team official discipline for game infractions is governed in accordance with the procedures published by the OSA, the YRSA and the Club, as provided in 3.2.
4.13    Any Member, who infringes the Constitution 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
4.14    Membership in the Club shall be deemed to have been terminated if:

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
5.1      The Club shall be governed by a Board of Directors which shall consist of at least 11 individuals, or such number not to be less than 9, as may be determined by the Club and amended from time to time in accordance with the Club’s By-Laws. These individuals shall be divided between the Executive Committee and the Directors. The Executive Committee will determine and obtain ratification from the Board of Directors for the Operating Structure of the Club, which will consist at a minimum of the Executive Committee, an Operating committee, a Financial Committee and a Discipline Committee.

5.2      The Executive Committee shall be comprised of the positions of:

President

Vice President
Vice-President, Finance/Treasurer
Executive Secretary

• The Directors shall be comprised of the positions of:

Director, Competitive Programs

Director, Recreational Programs

Director, Adult Programs
Director of Sponsorship

Director of Soccer Services

Directors–at–Large
5.4      A Director may hold more than one position, so long as the full number of the Board are appointed or elected.
5.5      A Director shall be a Regular Member of the Club, 18 years of age or older and shall not be an undischarged bankrupt.

Nominations and Elections
5.6      A Nominating Committee appointed by the President and comprised of the Past President and a minimum of two Directors will present a slate of Directors for election or acceptance by the Members.

5.7      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 for a special position on the Board of Directors.

5.8      Nominations and elections for positions open shall be held in the order of the positions listed in the Constitution.
5.9      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.
5.10    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.

5.11    A Director shall serve for a term of two years or until his or her successor is elected or appointed.
5.12    After an initial Board of Directors has been appointed/elected, the positions of

Vice President

Director, Competitive Programs

Director, Recreational Programs

Director, Sponsorship

Director at large

Shall be elected at the Annual General Meeting to conclude the year and continue in the next even numbered years; and the positions of:

Vice-President, Finance/Treasurer
Director, Adult Programs

Executive Secretary
Director, Soccer Services

Shall be elected at the Annual General Meeting to conclude the year and continue in the next odd numbered years.

5.13    The position of President is recommended by the Board and is ratified annually by the members at the Annual General or Special General Meeting.

5.14    To be eligible for the office of President, a candidate must have served as a member of the club for the previous 3 consecutive years (one of which in a Board of Director position). The President may be appointed or elected to a maximum of 2 (two) consecutive three year terms of office, or a total of 6 years.

5.15    A Director may serve a maximum of 3 consecutive terms in the same office or position, for a total of 6 years.

5.16    New Director Positions created and approved by the Board or the Members will be for an initial term of one year or office; after the initial year, if the positions is to continue the two year term will be in force, unless delayed one year, by a vote of the Members, for continuity or succession reasons.

5.17    Exception to this item is in effect when a restructuring of the Board of Directors is proposed and approved by the members.

Director Vacancy
5.17    A Director has the right to resign her or his position by submitting a signed letter of resignation to the Club.
5.18    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
5.19    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

• 1. 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.

5.20    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.
5.21    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
5.22    The Directors shall be subject to the Conflict of Interest Policy in the OSA’s published rules.

Duties of Board of Directors
5.23    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.
5.24    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.
5.25    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.

5.26    Directors of the Club may not hold voting positions on the Board of Directors with another soccer club

5.27    The Board of Directors may create non-voting positions referred to as ‘Manages’ appointed annually by the Board to carry out the day to day operations of the Club.

Duties of Directors
President
5.28    except, as provided for in the Dispute Resolution Policy of the OSA, and where the President delegates the responsibility to another person, the President shall preside at all meetings of the Club and of the Board of Directors.

5.29    The President shall be ex officio a member of all committees, except any nominations committee; shall appoint all chairs of standing and special committees subject to ratification by the Board; coordinate all duties of the Board, committees, staff; and shall be the spokesperson for the Club.

Vice-President
5.30    The Vice President shall act in the absence of the President and shall have other powers as assigned by the Board of Directors.

Vice-President Finance/Treasurer
5.31    The Vice-President Finance/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.

Executive Secretary
5.32    The Executive 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 the Constitution, published rules and minutes are entered and have the current record books available at each meeting, provide notice to the Membership of each general meeting as prescribed by the Constitution and rules, send to the Board of Directors notices of each meeting, conduct the general correspondence of the organization that is not the proper function of another office or committee, prepare, prior to each meeting in consultation with the presiding officer an order of business, and, in the absence of the president and vice-president, preside until the immediate election or appointment of a new presiding officer.

Other Director Positions
5.33    the duties of other Director Positions shall be determined by the Board of Directors.
Article 6: MEETINGS
General Meetings:
6.1      An official notice of each General, Special General or Annual General Meeting shall be given to all Members at least 14 days before the meeting is to be held, identifying the place, date and time as the Board of Directors may determine and direct. Such notification shall be by regular mail, email, fax, website notice, and posting at the Club office or any other method determined by the Members

6.2      Ten (10) voting Members or 25% of the voting Membership, whichever is less, shall form a quorum at all General, Special and Annual General Meetings of the Club.

6.3      Any question, (except for Amendments to the Constitution) shall be decided by a majority of the votes unless otherwise required by this Constitution or other law

6.4      Amendments to the Constitution require a 2/3 majority of votes to be accepted
Annual General Meeting:
6.4      The Club shall hold its Annual General Meeting in the month of November, the date to be set no later than September 30^th of the year.

6.5      The agenda of the Annual General meeting shall include:

• 1. Introduction of Guests and Executive
  2. Moment of Remembrance
  3. Credentials Report
  4. Minutes of Previous Annual General Meeting
  5. President’s Report
  6. Vice-President – Finance/Treasurer’s Report
  7. Auditor’s Report
  8. Appointment of Auditors
  9. Registrar’s Report
  10. Officers’ Reports
  11. Other Reports
  12. Unfinished Business
  13. Amendments to the Constitution
  14. Roll Call
  15. Election of Officers and Directors
  16. Any Other Business
  17. Adjournment

6.6      The sequence of the Agenda for the Annual General Meeting may be changed with the approval from the attendees at the Annual General Meeting.

Special General Meeting:
6.7      A Special General Meeting of the Club may be called by the Board of Directors, or
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 50 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 called within 14 days of receiving a written request and held within 30 days of receipt of the written request from the Members.
6.8      Only the business set out in the notice of the Special General Meeting shall be considered.
Voting at General Meeting:
6.9      every regular Member aged 16 and over shall have the right to attend, speak and cast one vote at a General, Special General or Annual General Meeting of the Club.
6.10    Every regular Member under the age of 16 shall have the right to attend and speak at Members’ meetings, but any vote must be cast by a parent or guardian who shall also have the right to attend and speak on behalf of that Member at Members’ meetings.
Proxy Voting at General Meeting

6.12    Every regular Member, or parent or guardian of a regular Member under the age of 16, is entitled to vote at a General, Special General or Annual General 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.
6.13    Each Regular Member may only grant one proxy.

6.14    A person may only hold one proxy
6.15    the format for the proxy, and the issue, or issues, for which the proxy may be cast are as defined in the Rules and Regulations.

Board of Directors Meeting:
6.15    The Board of Directors shall meet as often as necessary to carry out the business of Club, and shall meet at least 4 times per year, upon 14 days notice given by the President or Executive Secretary, identifying the place, date and time as the Board of Directors may determine.
6.16    The President of the Club normally chairs a Board of Director meeting.

6.17    A simple majority of the filled positions of the Board of Directors shall be deemed a quorum at all meetings of the Board. Voting may only be conducted when there is a quorum at the meeting. Questions arising at any meeting shall be decided by a majority of votes of those present, where each director is entitled to cast one vote. The Chair of the meeting shall cast a deciding vote in the event of a tie vote or to create a tie vote. Proxy votes are not permitted.
Executive Committee Meeting  

• The Executive Committee shall meet a minimum of two times per year to carry out the business of the Club.
• The Executive Committer is normally chaired by the President of the Club.
• All members of the Executive Committer shall be notified of the place, date and time of the meeting at least seven (7) days in advance.
• A majority of the Executive Committee shall constitute a quorum. Voting may only be conducted when there is a quorum.
• Questions arising at a meeting shall be decided by a simple majority vote. The Chair of the meeting shall cast a deciding vote in the event of a tie vote. Proxy votes are not permitted.

Article 7: COMMITTEES
7.1      The Membership at any general meeting, or the Board of Directors at any meeting of the Board, may establish a standing committee or special committee to carry out specific business or programs of the Club.
Article 8: PROCEDURES GOVERNING MEETINGS
8.1      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 Constitution or other Rules and Regulations of the Club.

8.2      Minutes of all meetings shall be taken by the Executive Secretary or that Director’s nominee and such Minutes shall be filed with the Club’s business records.
Article 9: CONSTITUTION AND AMENDMENTS
9.1      Constitution 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 the Annual General Meeting of the Club, or a Special General Meeting called to deal with such amendments; Board proposed changes must be approved by a majority vote of the Board of Directors; constitution changes require a 2/3’s majority vote of the Membership voting in person or by proxy at the Annual General Meeting of the Club or the Special General Meeting duly called for that purpose.

9.2      All Members entitled to vote shall be notified by the Club’s notice of the said Members’ meeting about Constitutional amendments. Such notification shall be by way of posting on the website of the Club and such other methods as the Board of Directors directs.

Article 15: APPEALS
15.1    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.

15.2    A decision of the Club may be appealed to the YRSA and the appeal shall be conducted in accordance with the OSA’s and the YRSA’s published rules.

15.3    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 revocation process outlined in the Club’s published rules has not been followed.

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

Article 16: DISSOLUTION
16.1    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
17.1    Terminology used in this Constitution shall have the same meaning as used by the OSA in its letters patent, By-Laws and published rules.