This corporation shall be known as the International Soccer Club. (hereafter referred to as the “Club”). It is a not-for-profit corporation in Ontario with headquarters in Mississauga, Ontario.
3.1 The Club is a registered member with the Ontario Soccer Association (OSA) through membership with the Peel-Halton Soccer Association (PHSA). 3.2 The Club is an Affiliate Member with The City of Mississauga (hereafter referred to as the “City”).
4.1 Regular Membership Officers and Directors of the Club, coaches, appointed field supervisors, and registered Club volunteers as well as active players’ guardian who pay the prescribed membership fees shall be considered as Regular Members of the Club. 4.2 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 published rules. An individual whose Membership has been suspended loses all rights of Membership until the suspension has been terminated. 4.3 Players and parents, team and team official discipline for game infractions is governed in accordance with the Discipline Policies of The Club and The OSA. 4.4 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. 4.5 Termination of Membership Membership in the Club shall be deemed to have been terminated: If the Member submits a signed letter of resignation to the Club If the Member is expelled by the Club’s Board of Directors If the Member is no longer registered with the Club 4.6 Registration and Fees In order to continue membership, members must maintain good standing with respect to payment of all fees due. Registration fees and Membership Fees shall be set by the Club’s Board of Directors. A player is not registered until registration information and fees are received or arrangements for financial assistance are approved by the Director of Discipline/Registrar of the Club.
5.1 Number of Directors – The number of Directors of the Corporation shall be no less than three (3) and no more than seven (7) individuals .. 5.2 Composition – A Director will be elected or appointed to a Director-at-Large position on the Board of Directors. At least one (1) Director, elected or appointed, will have expertise in Canadian finance and will assume a position on the Finance and Audit Committee. Such expertise in finance will be defined as holding an active and valid accreditation, a Chartered Accountant, Certified General Accountant, Certified Management Accountant or Chartered Professional Accountant. The Nominations Committee shall conduct a search of qualified individuals and strive to ensure a composition of Directors that reflects diversity of gender, ethnicity, visible minorities, and age. President, Vice President and Secretary shall have at least three year-experience in similar role with not for Profit Organizations preferably with Sanctioned Youth Sport Clubs. The President and/or Vice president shall have a post graduate degree in Business and preferably with at least ten years’ multinational experience in marketing and Business Development. 5.3 Qualifications – To be eligible as a director, an individual must:
Nominations and Elections 5.4 Call for Nominations – At least forty-five (45) days prior to the Annual Meeting, the Nominating Committee will issue a ‘Call for Nominations’ using any means of communication. The ‘Call of Nominations’ will state the method which the nominations are to be made, the requirements for the position, and the deadline for submission which will be no later than thirty (30) days prior to the Annual Meeting. 5.5 Nomination – Any nomination of an individual for election as a Director will:
5.6 Election and Term – Election of directors will take place at each Annual Meeting of members. a) Up to four (4) Directors with a term specific in Article 5.10 will be elected at each AGM. The Term(s) of any additional electable positions are subjected to Article 5.14. 5.7 Elections – Elections will be decided by the Members in accordance with the following:
5.8 Effect of Elections – Directors will assume their office as a Director immediately after elections and/or appointment. 5.9 Post-Election Eligibility – An elected Director who does not meet the eligibility requirements for election as Director will be removed as a Director of the Corporation. 5.10 Terms – An Elected Director will serve a term of four (4) years and will hold office until their successors have been duly elected in accordance with these By-laws, unless they resign, are removed from or vacate their office. A Director elected to fill the term vacancy as outlined in the By-laws will serve for the duration of the term for which they have been elected. An appointed Director will serve for the duration of the term for which they have been appointed. One (1) to Three (3) Directors shall be elected on odd numbered years with the remainder of the Board (Two (2) to Four (4) Directors) being elected on even numbered years. Resignation of Directors 5.11 Resignation – A Director may resign from the Board at any time by presenting his or her notice of resignation to the Board. This resignation will become effective the date on which the notice is received by the Secretary or at the time specified in the notice, whichever is later. When a Director who is subject to a disciplinary investigation or action of the Corporation resigns, that Director will nonetheless be subject to any sanctions or consequences resulting from the disciplinary investigation or action. 5.12 Vacate Office – The office of any Director will be vacated automatically if:
Removal of Director 5.13 Removal – An elected Director may only be removed by Ordinary Resolution of the Members at an Annual Meeting or Special Meeting provided the Director has been given reasonable written notice of, and the opportunity to be present and to be heard at, such a meeting. If the Director is removed by the Members, his or her position as an Officer will automatically and simultaneously be terminated. A Director may no longer be in good standing for reasons that include, but are not limited to: i) not being an active member of the Club; ii) failed to perform her/his duties; iii) determined to be in breach of the Club’s Policies and/or Rules; iv) two (2) consecutive absences from Board meetings without notice or acceptable reason. Director Vacancy 5.14 Vacancy – Where the position of a Director becomes vacant for whatever reason and there is still a quorum of Directors, the Board may either leave the position for elections in the upcoming AGM or appoint a qualified individual to fill the vacancy for the remaining term of the position. The total number of Directors so appointed may not exceed one-third of the number of Directors elected at the previous Annual Meeting. Conflict of Interest 5.15 The Directors shall be subject to the Club and the OSA’s Conflict of Interest Policy. Meetings of the Board Duties of Directors 5.16 Standard of Care – Every Director will:
Powers of the Board 5.17 Powers of the Corporation – Except as otherwise provided in the Act or these By-laws, the Board has the powers of the Corporation and may delegate any of its powers, duties, and functions. 5.18 Empowered – The Board is empowered, including but not limited to:
5.19 Investments – The Board may approve purchasing, lease or otherwise acquire, alienate sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property, moveable or immovable, real or personal, or any right or interest therein owned by the Corporation for such consideration and upon such terms and conditions as it may deem advisable.
The President will call Board meetings as necessary. The Board shall meet at least four times per year upon a minimum of 2 days notice given to all Directors by the President, at such time and place as the President may determine. A quorum shall consist of a majority of the voting Directors, provided that vacant positions on the Board are not counted for purposes of determining the necessary quorum. Board Meetings shall not be open to the public and Members may only attend at the President’s invitation Majority vote of all Directors present shall decide all motions. The Board member presiding over the Board meeting shall not vote unless necessary to create a majority vote to decide a question before the Board. Newly-elected Directors may attend but not vote at Board of Directors’ meetings until their terms of office commence. A Member may request the opportunity to address the Board at a Director’s meeting and if they are invited to attend a Board meeting as provided above, they shall be granted the right to speak, at a specified time as determined by the Chair. At the discretion of the chair, or by motion and approval of the Directors, time limits may be imposed upon speakers at this forum. Voting. Each member of the Board shall have one vote. No vote shall be cast by proxy. When authorized by the President or three members of the Board, voting may occur by telephone, mail ballot, e-mail, or other reliable methods. When voting takes place outside of a Board meeting, a majority vote of a quorum plus one shall decide motions, except that a meeting shall be called when voting in person is requested by any two or more board members. A minimum of forty-eight (48) hours shall be allowed for voting outside of a meeting. Board meetings shall be held “in camera” at the request of any Director to discuss personnel matters, pending or potential litigation, disciplinary matters, or removal of a Board member. At the discretion of the President, each meeting agenda item may be assigned a suggested time limit to facilitate meeting efficiency. Such suggested time-limits may be exceeded at the discretion of the presiding chair. In case of a tie vote during a Board of Director Meeting, the Chair shall have the right of 2 votes.
One-month notice of this meeting will be given to the membership by e-mail and/or website notification. The meeting is open to all Members of the Club.The presence of a majority of Directors of the Club shall be required for the transaction of business.
The order of business for the Annual General Meeting shall be as follows:
A Special General Meeting of the Club may be called by motion of the Board of Directors or shall be called by the Board of Directors upon receipt of a written request signed by not less than 10 members or 25% of the Regular Members, whichever is less, setting out the items of business to be conducted. The Special General Meeting shall be held within 30 days of receipt of such written request and only the business set out in the notice shall be considered. The President or any three members of the Board may call a special meeting of the Board for a specific purpose that cannot reasonably wait until the next regularly scheduled Board meeting. Three days notice to the members of the Board is required. The notice shall include the topic to be discussed at the special meeting.
Every Regular Member aged 18 and over shall have the right to attend, speak and cast one vote at Members’ meetings of the Club. Majority vote will decide all motions unless these By-laws or Parliamentary Authority otherwise require a supermajority. Ten members or 25% of the Regular Members, whichever is less, shall form a quorum at all meetings of the Membership.
The rules in the current edition of Robert’s Rules of Order Newly Revised shall govern the Club in all meetings for which applicable and to the extent they are not inconsistent with these by-laws or any other special rules which the Club may adopt.
6.1 Composition – The Officers will be comprised of the following:
6.2 Appointment – The President, Vice-President, Treasurer and Secretary will be appointed from among the elected Directors following a meeting of the Members at which Directors were elected by the Board for terms of up to four (4) years. The Treasurer shall serve as Chair of the Finance and Audit Committee. A Director must serve on the Board for 2 years before being eligible to be appointed as President or Secretary. The Term of each Officer appointment shall be specified in the Officers of the Board policy. 6.3 Duties – The duties of Officers are as follows:
(i) keep proper accounting records as required by the Act; (ii) keep financial records on all monetary and financial transactions
(vi) provide the Board with an account of financial transactions and the financial position of the Corporation and any other financial report as may be directed by the Board; (vii) assist the auditor with the audit of the Corporation’s records and financial statements; and (viii) perform such other duties as may from time to time be established by the Board.
6.4 Delegation of Duties – At the discretion of the Officer and with approval by Ordinary Resolution of the Board, any Officer may delegate any duties of that office to appropriate staff or committee of the Corporation. 6.5 Vacancy – Where the position of an Officer becomes vacant for whatever reason and there is still a quorum of Directors, the Board may, by Ordinary Resolution, appoint a qualified individual to fill the vacancy for the remainder of the vacant position’s term of office.
7.1 Appointment of Committees – The Board may appoint such committees as it deems necessary for managing the affairs of the Corporation and may appoint members of committees or provide for the election of members of committees, may prescribe the duties and terms of reference of committees, and may delegate to any Committee any of its powers, duties, and functions. 7.2 Standing Committees – The Board will have the following standing committees:
7.3 Standing Committee Chairs – the Board will appoint Chairs with the following roles:
7.4 Removal – The Board may remove any member of any Committee or any Committee by way of Ordinary Resolution. 7.5 Debts – No Committee will have the authority to incur debts in the name of the Corporation
8.1 Executive Director – The Board shall hire an Executive Director, who shall have overall responsibility for the management and operation of the Club. The Executive Director shall be accountable to the Board for the management of the Club’s business and affairs which include and not limited to:
8.2 Club Representative – The Executive Director shall act as a Club Representative and interface directly with the City of Mississauga, all governing bodies (PHSA/Ontario Soccer/ Canada Soccer), leagues, other clubs, academies and soccer organizations, all contractors, suppliers, members, players, coaches, staff and all other third parties with whom the Corporation does business. 8.3 Strategic Plan – The Executive Director shall be responsible for the implementation of the Club’s Strategic Plan, Technical Plan, and Operational Plan, as may be approved by the Board. The Executive Director shall also perform such other duties and responsibilities, as the Board may direct. 8.4 Technical Director – The Executive Director shall hire a Technical Director who shall have responsibility for the management of all technical programs offered by the Club, including the selection, training and supervision of all coaching staff and the delivery and execution of the Club’s Technical Plan. The Technical Director shall be accountable to the Executive Director for the financial management of the Club’s technical budget. The Technical Director shall report to the Executive Director and provide technical leadership to the Club’s coaches, referees, players, parents and all other stakeholders. The Technical Director shall be responsible for the delivery and implementation of the Club’s Player, Coach & Referee Development Plans and for attaining the respective development goals identified in the Club’s Technical Plan. 8.5 Additional Staff – The Executive Director shall hire, select and train such other staff as may be required to perform Club operations.
Board of Director Meetings 9.1 Call of Meeting – A meeting of the Board will be held at any time and place as determined by the President, or by written requisition of at least two (2) Directors. A Board meeting will be held within two (2) months after elections of Directors. 9.2 Chair – The President will be the Chair of all Board meetings unless otherwise designated by the President. In the absence of the President, or if the meeting of the Board was not called by the President, the Board will determine the Chair of the meeting. 9.3 Notice – Written notice, served other than by mail, of meetings of the Board will be given to all Directors at least two (2) days prior to the scheduled meeting. No notice of a meeting of the Board is required if all Directors waive notice, or if those absent consent to the meeting being held in their absence. If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the Annual Meeting of the Corporation. 9.4 Board Meeting With New Directors – For a first meeting of the Board held immediately following the election of Directors at a meeting of the Members, or for a meeting of the Board at which a Director is appointed to fill a vacancy on the Board, it is not necessary to give notice of the meeting to the Director(s). 9.5 Number of Meetings – The Board will hold at least four (4) meetings per year. 9.6 Quorum – At any meeting of the Board, quorum will be a majority of Directors holding office at the time of the meeting. 9.7 Voting – Each Director, except the Chair of the meeting, is entitled to one vote. Voting will be by a show of hands, written, or orally unless a majority of Directors present request a secret ballot. No vote shall be cast by proxy. Voting may occur by telephone, mail ballot, e-mail, or other reliable methods as described in Article 9.13. Resolutions will be passed upon a majority of the votes being in favor of the resolution. In the event of a tie, the Chair of the meeting shall vote to decide the issue. 9.8 Roberts Rules – All meetings shall be conducted in accordance with Roberts Rules of Order. The Board member presiding over the Board meeting shall not vote unless necessary to resolve a tie vote to decide a resolution before the Board. 9.9 No Alternate Directors – No person shall act for an absent Director at a meeting of directors. 9.10 Written Resolutions – A resolution in writing signed by all the Directors is as valid as if it had been passed at a meeting of the Board. 9.11 Closed Meetings – Meetings of the Board will be closed to Members and the public except for the executive Director and for any other individual by invitation of the Board. A Member may request the opportunity to address the Board at a Director’s meeting and if they are invited to attend a Board meeting as provided above, they shall be granted the right to speak, at a specified time as determined by the Chair. At the discretion of the chair, or by motion and approval of the Directors, time limits may be imposed upon any invited guests. 9.12 “In Camera” – Board meetings may partially be held “in camera” at the request of any Director to discuss personnel matters, pending or potential litigation, disciplinary matters, or removal of a Board member. At the discretion of the President, each meeting agenda item may be assigned a suggested time limit to facilitate meeting efficiency. Such suggested time-limits may be exceeded at the discretion of the presiding chair. 9.13 Meetings by Telecommunications – A meeting of the Board may be held by telephone conference call or by means of other telecommunications technology. A Board Resolution may be approved by e-mail by a majority of Directors, provided proper notice of the resolution is provided to all elected Directors. Directors who participate in a meeting by telecommunications technology are considered to have attended the meeting. Annual General Meeting 9.14 One-month notice of this meeting will be given to the membership by e-mail and/or website notification. The meeting is open to all Members of the Club. 9.15 Order of Business – The order of business for the Annual General Meeting shall be as follows:
Special General Meeting 9.16 Special General Meeting – A Special General Meeting of the Club may be called by motion of the Board of Directors or shall be called by the Board of Directors upon receipt of a written request signed by not less than 10 members or 25% of the Regular Members, whichever is less, setting out the items of business to be conducted. The Special General Meeting shall be held within sixty (60) days of receipt of such written request, following the issuance of thirty (30) days Notice to all Members by email or website notification and only the business set out in the notice shall be considered. 9.17 Voting at General Membership Meetings – Every Regular Member aged 18 and over shall have the right to attend, speak and cast one vote at Members’ meetings of the Club. 9.18 Ordinary Resolutions – Majority vote will decide all motions unless these By-laws or Parliamentary Authority otherwise require a supermajority. 9.19 Quorum – Ten members or 25% of the Regular Members, whichever is less, shall form a quorum at all meetings of the Membership. 9.20 Roberts Rules – The rules in the current edition of Robert’s Rules of Order Newly Revised shall govern the Club in all meetings for which applicable and to the extent they are not inconsistent with these by-laws or any other special rules which the Club may adopt.
10.1 Fiscal Year – Unless otherwise determined by the Board, the fiscal year of the Corporation will be from December 1st to November 30th of the following calendar year. 10.2 Bank – The banking business of the Corporation will be conducted at such financial institution as the Board may determine. 10.3 Auditors – At each Annual Meeting the Members will appoint an auditor to audit or conduct a review engagement of the books, accounts and records of the Corporation in accordance with the Act. The auditor will hold office until the next Annual Meeting. If an auditor is not appointed, the auditor in office will continue in office until a successor is appointed. The auditor will not be an employee, Officer, or Director of the Corporation and must be permitted to conduct an audit or review engagement of the Corporation under the Public Accounting Act, 2004, as amended. Members may, by special resolution passed by at least two-thirds of the votes cast at a general meeting of which proper notice has been provided, remove any auditor before the expiration of the auditor’s term of office. The auditor will report to the members at the annual general meeting the auditor’s financial statement which presents fairly the financial position of the Club and the results of its operations for the period under review in accordance with generally accepted accounting principles. 10.4 Annual Financial Statements – The Directors will approve financial statements (evidenced by signature of one or more Directors) of the Corporation of the last fiscal year of the corporation but not more than six (6) months before the Annual Meeting and present the approved financial statements before the Members at every Annual Meeting. The auditor’s report will be open for inspection by any member of the Club. The Financial Statements will include: a) The financial statements; b) The auditor’s report; and c) Any further information respecting the financial position of the Corporation. 10.5 Audit Requirements – The financial statements of the Corporation will be presented annually to the members at the Annual Meeting in accordance with the Act and the minimum account principles as stated by the Ontario Soccer Association (in the event of conflict between the OSA standards and the Act, the Act will prevail), currently as follows:
10.6 Books and Records – The necessary books and records of the Corporation required by these By-laws or by applicable law will be necessarily and properly kept. The books and records include, but are not limited to:
10.7 Confidentiality of Club records: Computer database information will be for Club use only. Persons or organizations wishing to obtain club information or names of players shall submit a request in writing for such information or names to the Executive Director. The Club policy is to distribute names of coaches, players, Directors and referees only when it would not be detrimental to those individuals and only when it would be educational or beneficial and in the interest of betterment of our soccer program. Names of players, coaches, Directors or referees shall not be distributed for commercial solicitation purposes. 10.8 Signing Authority – Contracts, agreements, deeds, leases, mortgages, charges, conveyances, transfers and assignments of property, leases and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures, or other securities, agencies, powers of attorney, instruments of proxy, voting certificates, returns, documents, reports, or any other instruments in writing to be executed by the Corporation will be executed by the Executive Director and either the President or Treasurer. 10.9 Property – The Corporation may acquire, lease, sell, or otherwise dispose of securities, lands, buildings, or other property, or any right or interest therein, for such consideration and upon such terms and conditions as the Board may determine. 10.10 Borrowing – The Board may from time to time:
10.11 Borrowing Restriction – The Members may, by Special Resolution, restrict the borrowing powers of the Board but a restriction so imposed expires at the next Annual Meeting. Remuneration 10.12 No Remuneration – All Directors, Officers and members of Committees will serve their term of office without remuneration (unless approved by at a meeting of Members by way of Ordinary Resolution) except for reimbursement of expenses as approved by the Board. This section does not preclude a Director or member of a Committee from providing goods or services to the Corporation under contract or for purchase. Any Director or member of a Committee will disclose the conflict/potential conflict in accordance with these By-laws.
11.1 The International Soccer Club, at the annual general meeting, may make changes or amendments to these by-laws by a majority of the voting membership in attendance. Any By-laws amendments will be submitted to the Members at the next Annual General, except for those amendments that are considered fundamental changes, the voting must be 2/3rd of the voting Members. 11.2 Proposed changes or amendments to the by-laws must be submitted in writing to the Secretary of the Club three weeks before the annual general meeting at which they are to be considered. The Secretary shall advise the Membership by e-mail and/or website notification of the changes two weeks before meeting. 11.3 Effective Date – Changes or amendments approved by the voting Members at the annual general meeting shall be effective immediately and no change shall be retroactive.
12.1 The Board of Directors may approve and publish Rules & Regulations and Club Policies to govern Club house leagues and other matters required for the efficient operation of the Club. 12.2 Amendments to the Rules & Regulations and Policies may be made by a majority vote of the Board of Directors or the Members at a general meeting.
13.1 Indemnification – The Corporation will indemnify and hold harmless out of the funds of the Corporation each Director and any individual who acts at the Corporation’s request in a similar capacity, their heirs, executors and administrators from and against any and all claims, charges, expenses, demands, actions or costs, including an amount paid to settle an action or satisfy a judgment, which may arise or be incurred as a result of occupying the position or performing the duties of a Director or and any individual who acts at the Corporation’s request in a similar capacity. 13.2 No Indemnification – The Corporation will not indemnify a Director or any individual who acts at the Corporation’s request in a similar capacity for acts of fraud, dishonesty, bad faith, breach of any statutory duty or responsibility imposed upon him or her under the Act. For further clarity, the Corporation will not indemnify an individual unless:
13.3 Insurance – The Corporation will, at all times, maintain in force such Directors and Officers liability insurance.
14.1 Members shall adhere to the Club Dispute Resolutions policy and the OSA’s Dispute Resolution process upon acceptance of our membership with the OSA. 14.2 Any Member of the Club may initiate the Dispute Resolution process by communicating in writing to The Club and/or the OSA the nature and facts of the dispute. 14.3 The Dispute Resolution process shall not to be used for game discipline which follows the normal discipline and appeals process. 14.4 The Club shall make available to any Member the Dispute Resolution process when requested.
15.1 Members shall adhere to the Club’s Harassment Policy and Safety Policy and the OSA’s Harassment Policy upon acceptance of our membership with the OSA. 15.2 The Harassment Policy shall apply to all employees, Directors, volunteers, coaches, game officials, administrators, players, Members and registrants of the Club. 15.3 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. 15.4 The Club shall make available to any Member the Harassment Policy when requested.
16.1 Any Member of the Club directly affected by a decision of the Club may appeal such decision to PHSA. The denial or termination of Membership in the Club may not be appealed by a non-Member. 16.2 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. 16.3 An individual shall not appeal a decision made by the Club regarding a player’s team assignment.
This corporation is not organized for pecuniary profit, nor shall it have any power to issue certificates or stock or declare dividends, and no part of its net earnings shall inure to the benefit of any member, Director, trustee or individual. The balance, if any, of all money received by the corporation from its operation, after payment in full off all debts and obligations of the corporation of whatsoever kind and nature, shall be used and distributed exclusively for carrying out only the purpose or purposes of the corporation, as more particularly set forth herein above. Upon the dissolution of the corporation, the Board shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation is such manner, or to such organizations or organizations or be distributed to any member or individual either for the reimbursement of any sums subscribed, donated or contributed by such member or individual, or for any other purposes
18.1 Ratification – These By-laws were ratified by a Special Resolution vote of the Members of the Corporation at a meeting of Members duly called and held on January 8, 2022. 18.2 Repeal of Prior By-laws – In ratifying these By-laws, the Members of the Corporation repeal all prior Bylaws of the Corporation provided that such repeal does not impair the validity of any action done pursuant to the repealed By-laws.