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:
- a) Be eighteen (18) years of age or older;
- b) Be a Regular Member of the Club, in good standing with a clean police record, with all due applicable fees fully paid for at least 2 consecutive years.
- c) Not have been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property.
- d) Have the power under law to contract.
- e) Have not been declared incapable by a court in Canada or in another country.
- f) Not have the status of bankrupt.
- g) Not be a staff member of another soccer organization;
- h) Not be an officer, director, coach, employee or be associated in any capacity with another soccer Club, soccer Academy, or soccer organization for at least the past 2 consecutive years.
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:
- a) Include the written consent of the nominee to act as a director by signed or electronic signature;
- b) The written consent of the nominee to post personal information on the Club’s web-site prior to the Annual General Meeting;
- c) Be submitted using forms specified by the Corporation to the Registered Office of the Corporation thirty (30) days prior to the Annual Meeting. This timeline may be extended by Ordinary Resolution of the Board;
- d) Nominations received as provided above shall be posted on the Club’s web-site twenty-one (21) days prior to the Annual General Meeting;
- e) If no nominations are received from the Members during the period provided above, then nominations may be proposed by the Nominations Committee during the Annual General Meeting; and
- f) If no nominations are received from Members during the nominations period and no nominations are proposed by the Nominations Committee at the Annual General Meeting, then nominees for open positions may be appointed by the Board of Directors as provided herein.
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:
- a) If the number of nominees are less than or equal to the number of electable positions with a Term specified in Article 5.10 – Winner(s) will be declared by acclamation.
- b) If the number of nominees are greater than the number of electable positions with a Term specified in Article 5.10 then after one (1) round of voting, the nominee(s) receiving the greatest number of votes will be elected.
- c) In the case of a tie, the nominee(s) receiving the fewest votes will be deleted from the list of nominees and a second vote will be conducted. If there continues to be a tie and more nominees than positions, the nominee receiving the fewest votes will be deleted from the list of nominees until there remains the appropriate number of nominees for the position(s) or until a winner is declared. If there continues to be a tie then the winner(s) will be declared by Ordinary Resolution of the Board.
- d) The election for a Director(s) position to satisfy Article 5.14 will take place after the general election at the Annual Meeting of the Members.
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:
- a) The Director resigns;
- b) At the discretion of the Board and without reasonable excuse, the Director is absent from two (2) consecutive meetings of the Board;
- c) The Director is found to be incapable of managing property by a court or under Ontario law;
- d) The Director is found by a court to be of unsound mind;
- e) The Director becomes bankrupt or suspends payment of debts or compounds with creditors or makes an authorized assignment in bankruptcy or is declared insolvent; or
- f) The Director dies.
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:
- a) Act honestly and in good faith with a view to the best interests of the Corporation; and
- b) Exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
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:
- a) Make policies and procedures in accordance with the Act and these By-laws;
- b) Employ or engage under contract such persons as it deems necessary to carry out the work of the Corporation.
- c) Borrow money upon the credit of the Corporation as it deems necessary in accordance with these Bylaws; and
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.