International Soccer Club Mississauga Bylaws
- Article I. TITLE
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.
- Article II. OBJECTIVES
- To use soccer as a tool to teach players about different countries of the world.
- To teach and develop the sport of soccer in the city of Mississauga in the context of an ‘Educational Competitive and House League’ that provides a fusion of athletic development and socio-cultural awareness.
- To provide participants with a fun, high-quality soccer experience that encourages sportsmanship and a love of the game through the development of player, coach, referee and team.
- To advocate within Mississauga for the good of the game of soccer.
- To nurture a love of the game in the children of our Club and allow our players to continue to enjoy and participate in this global sport throughout their lives.
- Article III. AFFILIATIONS
The Club is a registered member with the Ontario Soccer Association (OSA) through membership with the Peel-Halton Soccer Association (PHSA).The Club is an Affiliate Member with The City of Mississauga (hereafter referred to as the “City”).
- Article IV. 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.
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.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.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:
- 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
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.
- Article V. BOARD OF DIRECTORS
Section A. BOARD OF DIRECTORS
Members of the Board of Directors (hereafter referred to as the “Board”) shall consist of all Officers and Directors (hereafter referred to as “Directors”) of the Club as described in Section (B) of this Article The Board shall have general supervisory powers to run the affairs of the Club. This includes, but is not limited to, conducting regular business meetings, making recommendations to the membership, communicating with members and coordinating play by club teams in any leagues, and performing other duties as are specified in the by-laws. The Board shall have the authority to hire, evaluate, discipline and fire any paid or volunteer coach or employee within the Corporation.The number of Directors of the Corporation shall be no less than three (3) and no more than seven (7) individuals, plus ex-officio members (without voting privileges). A Director may hold more than one position. A Director shall be 18 years of age or older,. a person of sound mind, shall not be an un-discharged bankrupt, shall be a Regular Member of the Club, in good standing with a clean police record, with all due applicable fees fully paid, have been a member of the Board of Director of the Club or have had equivalent soccer experience, preferably within the previous two years and must not be an officer, director, team coach, employee or associated in any capacity with another Club or Soccer Academy. Treasurer; shall have finance/accounting experience preferably gained through practical work in a finance/accounting role. Director of Discipline/Registrar: shall have at least one year Soccer Discipline Committee experience preferably with OSA Discipline Certificate. President and Vice President shall have at least three year-experience in similar role with not for Profit Organizations preferably with Sanctioned Youth Sport clubs. The Board of Directors she have at least two Members with a post graduate degree in Business and with at least ten years’ multinational experience in marketing and Business Development Nominations and Elections Officers of the Board shall be elected by the members to a term of four (4) years. Directors At Large shall have a term of two (2) years and shall also be elected by the membership. Board election shall take place at the Club’s Annual General Meeting.The positions of, President, Treasurer and Director of Discipline shall be elected in odd numbered years while the positions of Vice-President and Secretary shall be elected in even numbered years.Notice of all positions up for election on the Club’s Board of Directors shall be posted on the Club’s website not less than 45 days prior to the Club’s Annual General Meeting. All nominations must be received in writing accompanied by Declaration of Conflict of Interest and consent to post personal information on Club website 30 days prior to the AGM date. Nominations received shall be posted 21 days prior to the AGM date. If no nominations are received from the Members during the period provided above, then nominations may be accepted from the floor during the AGM of the Club according to the following terms:- if no nominations are received for a specific position through the above process – If all valid nominations made through the above process are subsequently withdrawn. The term of office of a Director on the Board begins January 1 and ends December 31 or until a replacement is elected by the Board to serve in the position held by the Director Removal of DirectorA 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. The Board may remove a Director who is no longer in good standing and declare a Board position vacant upon a two-thirds vote after notice to the a Director of the action for removal.Director VacancyA vacancy on the Board may be filled by a majority vote of the Board members attending at a regular or special meeting of the Board. Any member elected by the Board to fill a vacancy created by the loss of a Director for any reason, shall serve the duration of the unexpired term of the said Director and any newly elected Director shall serve the full term as designated herein.Co-DirectorsAt the discretion of the President and with the advice of the nominating committee, certain positions on the Board of Directors may be filled through the appointment of co-Directors. Positions NOT appropriate for this type of staffing would include President, Vice- President, Treasurer, Secretary, Director of Discipline. It is understood that if this type of arrangement is made, the two members filling a position would have only one vote on resolutions. They would have other rights and responsibilities of a board member however.Conflict of Interest The Directors shall be subject to the Club and the OSA’s Conflict of Interest Policy.
Section B. DIRECTORS and their DUTIES and RESPONSIBILITIES
The Officers of the Club shall be:
PRESIDENT. The President shall supervise all activities of the Club and the Board; serve as chairperson at all Club and Board meetings and may appoint chairs of committees, committee members and other representatives as may be required. The President shall serve as a Director, and shall call all Club annual meetings and Board meetings or Executive Committee meetings as may be needed, or as required by these by-laws. The President shall have responsibility for appointment of a nominating committee to present nominations for all officers at the annual meeting of the Club. The President will be responsible for the management oversight of paid staff and independent contractors. The President shall oversee the long-term planning for the Corporation. The President, or any other officer of the Corporation thus authorized, shall execute on behalf of the Corporation any deeds, contracts, bonds, or other instruments or agreements of any kind which require signature by the Corporation.
VICE-PRESIDENT. The Vice-President shall assume the duties of the President only in the absence of the President, and shall perform other duties as may be assigned by the President. The Vice-President shall be responsible for overseeing the duties and responsibilities of each committee, serve as an ex-officio member of all committees, and report periodically to the President as to the activity of each committee in the Club. The Vice-President shall also review the monthly financial statements from the Treasurer for accuracy and accountability.
TREASURER. The Treasurer shall receive, disburse, and account for all funds of the Club, and keep financial records on all monetary transactions; shall maintain a checking account and savings account, with signature authority by the President and the Treasurer; shall report on the Club financial status, and be prepared to assist in audits of records. All nonrecurring disbursements over $200 shall be approved by the President. All nonrecurring disbursements over $10,000 shall be approved by the Board. A copy of the Corporation’s financial statements shall be provided to the Vice-President for review on a monthly basis.
SECRETARY. The Secretary shall record and prepare all minutes of Club and Board meetings to be read at subsequent meetings and shall make all such minutes available for Club members and the Board as appropriate. The Secretary shall handle correspondence with any other club or organizations having contact with our Club.
DIRECTOR OF DISCIPLINE / REGISTRAR. The Director of Discipline/Registrar shall collect registration forms and fees and handle registration of all players, shall organize pre-season registration and set registration dates, shall determine date of final registration, shall conduct correspondence between the Club and the leagues regarding registrations of all players. He/She shall be responsible for the preparation for coaches prior to the start of the season, shall verify and record registration of all players, and document registration procedures. The Director of Discipline/Registrar shall assume responsibility for the risk management obligations of the Corporation.
In addition to the Officers of the Club the following Directors shall be members of the Board of Directors:
DIRECTOR AT LARGE. This Director is intended to allow balanced representation of all players with in the Club. Up to two Directors at Large shall be allowed. The duties of Directors at Large shall be determined by the Board of Directors.
Section C. PROFESSIONAL STAFF
The Board will be assisted by the following non-voting Employee Representatives: Head Coach and a Business Manager. Head Coach and Business Manager are expected to communicate with any leagues as a liaison to our Club and attend regular Board meetings and any meeting as requested by the President.
Voting Rights of Employee Representative. An Employee Representative may speak on any issue before the Board, but does not have voting rights at Board meetings. When employee representatives are appointed members of any Club committees, they may participate and vote on issues before the committee.
- Article VI. MEETINGS
Section A. BOARD OF DIRECTORS MEETINGS:
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.Section B. ANNUAL MEETINGOne-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.Section C. ORDER OF BUSINESS
The order of business for the Annual General Meeting shall be as follows:
- Roll Call
- Minutes of last meeting
- Officers and/or Committee Reports
- Treasurer’s Report and Presentation of Financial Statement
- Unfinished Business – Old Business
- Proposals – New Business
- By-law changes (if applicable)
- Election of Directors
- Comments for the good of the Club
Section D. SPECIAL MEETINGS
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.
Section E. VOTING AT MEMBER 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. 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.
Section F. PARLIAMENTARY AUTHORITY
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.
- Article VII. COMMITTEES
Section A. AUTHORITY
The Board of Directors is authorized to form committees to provide recommendations and assist the Board in carrying out the purposes of the organization. All committees shall have a minimum of three members, one of whom shall be designated as Chair of the Committee.Section B. EXECUTIVE COMMITTEE
The members of the Executive Committee shall be the Officers of the Club (President, Vice-President, Treasurer, Secretary, Director of Discipline/Registrar, and Immediate Past-President.) The President shall be the Chair of the Executive Committee and may call meetings of this committee. The Executive Committee shall have the power of the Board to act in an emergency which requires immediate action and to bind the Corporation by such action between meetings of the Board, to perform such other functions to the extent provided by the Board, and to study and make recommendations to the Board on matters to be considered by the Board; except that the Executive Committee shall not have the authority to amend the Corporation’s Articles of Incorporation, to adopt a plan of merger or consolidation, to recommend the sale, lease, exchange or other disposition of substantially all of the assets of the Corporation, or to amend these By-Laws.Meetings shall be held at the call of the President, who shall also call a meeting of said Committee upon the request of any two (2) members of said Committee.A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business.The affirmative vote of a majority of those present and voting at a meeting at which a quorum of the members of the Executive Committee is present shall be necessary for the passage of any resolution or action.The Board shall be advised as to any action taken by the Executive Committee and shall be so advised at the meeting of the Board next occurring after any action is taken by the Executive Committee.Section C. SPECIAL 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.
- Article VIII. FINANCE AND FISCAL YEAR
The financial statements of the Club shall be:a) presented annually subject to the minimum requirements as defined in d);
b) based on a defined fiscal year end as defined in f);
c) presented to the members at the Annual General Meeting; and
d) subject to the following size test based on financial statements of the previous year:
- audited, as defined by the Canadian Institute of Chartered Accountants (CICA), by a public accountant if the Club’s annual gross revenue is greater than or equal to $400,000 or the Club has greater than or equal to 3,000 registered players; or
- reviewed by Public Accountant, Certified General Accountant or a Certified Management Accountant through a Financial Review Engagement, as defined by CICA, if the Club’s annual gross revenue is less than $400,000 but greater than or equal to $250,000, or the Club has less than 3,000 but greater than or equal to 1,500 registered players; or
- Signed with a Notice to Reader prepared by a Public Accountant, Certified General Accountant or a Certified Management Accountant less than $250,000 but greater than or equal to $100,000.00.
- completed by the Treasurer or designate, if the Club’s annual gross revenue is less than $100,000e) If an auditor is required:
i) At each Annual General Meeting, the Members will appoint an auditor to audit the books, accounts and records of the Club who will report to the Members at the next Annual General Meeting. 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;
ii) the 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;
iii) The auditor will not be a Director or employee of the Club or any affiliated Club or who is a partner, employer or employee of any such Director or employee;
iv) 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 account principles; and
v) The auditor’s report will be open for inspection by any member of the Club.
f) The fiscal year of the Club shall be from December 1 of any year through November 30 of the same calendar year.
- Article IX. BY-LAWS CHANGES OR AMENDMENTS
The International Soccer Club, at the annual meeting, may make changes or amendments to these by-laws by a majority of the voting membership then in attendance.Proposed changes or amendments to the by-laws must be submitted in writing to the Secretary of the Club three weeks before the 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.
Changes or amendments approved shall be effective immediately and no change shall be retroactive.
- Article X RULES AND REGULATIONS
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.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.
- Article XI. CLUB RECORDS
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 Board.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.
- Article XII. INDEMNITY
Members of the Board of Directors or other servants to the Club, their heirs, executors, administrators and estate and effects respectively shall be indemnified and saved harmless at all times by the Club against 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 willful neglect or default.
- Article XIII. DISPUTE RESOLUTION
Members shall adhere to the Club Dispute Resolutions policy and the OSA’s Dispute Resolution process upon acceptance of our membership with the OSA.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.The Dispute Resolution process shall not to 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 XIV. HARASSMENT
Members shall adhere to the Club Harassment policy and the OSA’s Harassment Policy upon acceptance of our membership with the OSA.The Harassment Policy shall apply to all employees, Directors, 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 XV. APPEALS
a) Any Member of the Club directly affected by a decision of the Club may appeal such decision to PHSA upon acceptance of our membership with the OSA. The denial or termination of Membership in the Club may not be appealed by a non-Member.
b) 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.
c) An individual shall not appeal a decision made by the Club regarding a player’s team assignment.
- Article XVI. NON-PROFIT STATUS – DISSOLUTION
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 Executive 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.