WATERLOO MINOR SOCCER CLUB
CONSTITUTION
November 19, 2009
The Annual General Meeting of November 18, 2009 approved the following:
That the membership adopt as its current Constitution the documents and amendments tabled at the November 18, 2009 Annual General Meeting and that all previous versions of the Constitution or amendments thereto are hereby revoked and otherwise null and void.
1) NAME
This organization was formed under Ontario law as a non-profit corporation on March 29, , 1994. It’s Ontario Corporation number is 1054188. The name of the corporation is the Waterloo Minor Soccer Club (WMSC or Club or Corporation). The Club has operated as an unincorporated association since from in or about 1971 until it was incorporated.
The membership adopt as its current Constitution the documents and amendments tabled at the November 18th, 2009 Annual general meeting and that all previous versions of the Constitution or amendments thereto are hereby revoked and otherwise null and void.
2) SEAL
The seal of the Corporation shall be the one impressed here in the right margin.
3) OFFICES
The Head Office of the Corporation shall be in the City of Waterloo, in the Regional Municipality of Waterloo. The Board of Directors may, from time to time, determine the specific location of the Head Office within the City of Waterloo.
4) PHILOSOPHY
The philosophy of the Club is through its promotion of the game of soccer to educate, train and develop the character, social, leadership and athletic skills of young people through their participation in quality soccer programs operated in a safe, fun, fair, open, and positive environment.
5) RESPONSIBILITIES & OBJECTIVES
The responsibilities and objectives of the Club and its members of all categories shall be:
a. Players First: To have as the primary and overriding objective of its programs and activities the optimal satisfaction of young participants and their families.
b. Grow Soccer: To accommodate, promote, enhance and maintain high levels of interest and participation in the game of soccer as a year-round activity.
c. Strategic and Long-Term Planning: To engage in strategic and long-term planning on an ongoing basis striving for improvement in the quality, stability and administration of soccer programs and operations with a view to being a progressive organization at the forefront of amateur soccer.
d. Recreation & Competition: To provide participation opportunities for young persons of varied skills and goals ranging from recreational to competitive.
e. Education & Training: To provide or afford access to training programs and materials to improve the knowledge, skills and competence of coaches, referees and players at every level.
f. Community Player: To ensure that the Club makes its due contribution to the wider community and receives its due share of community resources, support and recognition and has a meaningful role and input into decisions affecting soccer.
g. Member Inclusion: To allow reasonable access to and opportunities for member participation in Club governance, development and application of governing documents, rules, regulations and policies and in delivery of services to members.
h. Responsiveness: To be responsive to the reasonable needs and concerns of members and the wider community and to provide specific channels and procedures to receive and respond to input from members and others.
i. Good Governance: To govern its affairs in an open, responsible, accountable and democratic manner in accordance with clearly articulated and documented procedures and policies that are applied fairly and consistently.
j. Compliance: To govern its affairs in compliance with both the spirit and the letter of applicable laws, legal obligations, its Articles of Incorporation, Constitution, By-Laws, Policies, Rules, Regulations, and philosophy of the organization.
j. Financially Responsible: To conduct its financial operations in an open, responsible and accountable manner.
k. Fair Allocation of Resources: To fairly allocate resources in accordance with Club philosophy and priorities, both short-term and long-term, chosen in accordance with applicable procedures and with due input from members.
l. Financial Self-Sufficiency: To strive, as much as possible, to become a financially self-sufficient organization in respect of its core operations through proper management of its resources and affairs.
m. Fairness & Due Process: To govern its affairs in a manner that is consistent with the highest principles of fairness and that affords due process to those affected by Club operations and decisions.
n. Non-Profit: To conduct its operations so as to preserve and not jeopardize its status as a not-for-profit organization.
o. Discipline: To establish written codes of conduct and consistent procedures for addressing discipline issues.
p. Dispute Resolution: To establish and follow written dispute resolution, appeal and arbitration procedures so as to avoid external legal action and procedures to the fullest extent possible. The Waterloo Minor Soccer Club shall adhere to the OSA’s published Dispute Resolution process and shall make this process available to any Member, upon written request.
r: The Waterloo Minor Soccer Club shall adhere to its Harassment Policy and to the Harassment Policy of the OSA. The Harassment Policies of WMSC and OSA shall apply to all Officers, Directors, employees, volunteers, coaches, managers, game officials, administrators, players and members of the Waterloo Minor Soccer Club
6) AFFILIATIONS
The Club shall be affiliated with and shall comply with its obligations to:
a. FIFA, the governing body of world soccer;
b. the Canadian Soccer Association;
c. the Ontario Soccer Association;
d. the South and South-West Regional Soccer Associations;
e. the City of Waterloo under its Recreation and Leisure Services Community Liaison Policy (updated version September 1999, or as amended).
7) GENERAL STRUCTURE
The Club shall be a corporate body consisting of its members as defined below. A Board of Directors consisting of 12 directors elected by the general membership shall oversee and manage the affairs of the Club in accordance with this Constitution and related documents.
b) Meeting shall be conducted in accordance with Robert’s Rules of Order, newly revised insofar as they apply and are not in conflict with the organization’s Constitution, By-Laws, Policies and Procedures.
8) MEMBERSHIP & VOTING RIGHTS
a) Categories of and Eligibility for Membership: There shall be five categories of members:
i) Participant: Players registered with the Club at any time during the calendar year.
ii) Administrative: Members of the Board so long as they hold those positions.
iii) Volunteer: Persons registered as Club volunteers at any time during the year.
iv) Affiliate: Any entity with whom the Club is formally affiliated including referees and sponsors.
v) Lifetime members: members approved by the WMSC Board as life members
b) Right to Vote: Only of age Participant, Administrative, Volunteer and Life members in good standing and physically present at meetings shall have the right to vote. There shall be no proxy voting. Each member is entitled to only one vote, regardless of the number of capacities in which they qualify as members except as permitted by section 8 c. below.
c) Voting by Parents or Guardians: A parent or guardian of a member under the age of 18 shall exercise one vote per underage member. The parent or guardian who registered the member with the Club during the calendar year shall be the designated voter, and if this criterion fails to resolve the issue, the voting entitlement shall be allocated evenly or resolved by a coin flipped by the presiding official of the member meeting. A parent or guardian of a member shall not otherwise have their own right to vote unless they qualify as an Administrative or Volunteer Member.
d) Attendance by Non-Voting Members: Non-voting members shall be entitled to attend general meetings and shall have the same right to participate as full voting members.
e) Member Duties: All members by reason of their application for and status as members shall abide by and comply with Club decisions, philosophy, Constitution, By-laws, Policies, Rules and Regulations in force from time to time.
f) Member Registration: The Club shall use membership registration forms prescribed by the Board and shall maintain a Registry of members. Such information must be kept strictly confidential in accordance with Club policies.
g) Membership Fees: The fees and their due date(s) shall be as set by the Board of Directors from time to time and ratified by the members at a General Meeting.
h) No Remuneration: No member in any category shall receive any compensation for their services to the Club, nor may they use their position to benefit himself or herself directly or indirectly in any way, but reimbursement or advancement may be made for any reasonable expenses incurred or paid by them for the benefit and at the request of the Club in accordance with Club policies and procedures.
i) Resignation, Arrears & Expulsion:
i) Resignation: The Board, or person(s) it designates, shall receive written resignations of members in any category. Resignations are effective upon receipt or upon the date specified in the notice, provided that a resignation is not effective if the member is subject to an inquiry, investigation, disciplinary proceedings or actions by the Club.
ii) Arrears: A person ceases to be a member if they fail to pay membership fees by the dates prescribed by the Board and while those fees remain unpaid. If fees remain unpaid for 30 days past the prescribed due date the person may be expelled from the Club, in which case the procedure for expulsion set out below must be followed. A person also ceases to be a member if they have not held the status of member during the calendar year.
iii) Expulsion: The Board, or person(s) it designates may, in addition to any other form of discipline or sanction, expel a member in any category for conduct which is contrary to the best interests of the Club including, without limitation, violations of Club decisions, philosophy, the Constitution, By-laws, Policies, Rules or Regulations. Although the following procedure must be followed for expulsion, the Board may suspend without notice a member’s participation entitlement, and official or operational responsibilities until such time as the matter is finally decided upon in accordance with approved procedures. The expulsion of a sitting Board member shall not be effective until it is approved by special resolution at a general meeting.
(1) The member who is subject to the proposed expulsion shall be given 15 days prior written notice of the proposed expulsion and the reasons for it.
(2) The member shall have until 5 days before the effective date of the proposed expulsion to submit a written and signed response.
(3) Prior to the effective date of the expulsion, the Board or person(s) it designates to decide if the expulsion should not take place, shall review any written response submitted and shall determine the mitigating effect, if any, of the response information.
4) A member who has been expelled under this provision is not eligible for membership but may apply for re-admission by filing written application to the Club no sooner than 45 and no later than 30 days before the next scheduled Annual General Meeting supported by no less than the signatures of 10 voting members.
(a) The Board, by a majority, may re-admit the member no later than 15 days before the Annual General Meeting.
(b) If the Board does not so re-admit the member, then the application for re-admission shall be subject to a vote at the Annual General Meeting, which shall be determined by a majority of votes cast.
9) GENERAL MEETINGS OF MEMBERS
a) Place of Meetings: Meetings of members shall be held at any place designated by the Board.
b) Annual General Meetings: The Annual General Meeting (AGM) of the members shall take place within 60 days of the end of each fiscal year. Directors shall be elected and any other proper business may be transacted at the AGM.
c) Special General Meetings: A Special General Meeting (SGM) may be called at any time at the discretion of the Board or upon the written request of no fewer than 50 members who have signed the request. A written request for a SGM must state the reasons for the meeting and a specific agenda of the business to be conducted. Only business specified in the notice of SGM may be dealt with at a SGM unless all voting members in attendance unanimously agree. The Club must send out notice of the SGM no later than 21 days after receiving the request and must, where reasonably possible, facilitate the expedient holding of a SGM involving issues where time is of the essence. A member in good standing may submit at their own expense a written request for a SGM, specifying the issues to be addressed and the Club shall distribute such call to the members. The written request for a SGM shall include instructions to members to provide their signed response to the Club by a specified date if they support the calling of a SGM. If 50 or more responding members support the request for a SGM, the Club shall call a SGM.
d) Notice: Notice of an AGM or SGM must be published in the local media at least 14 days before the scheduled meeting. The notice must contain the date, time and place of the meeting as well as the agenda. The notice and agenda must also be announced on the Cub bulletin board as well as on the Club web site.
Any member running for elected office may submit a single-sided typewritten page containing their campaign platform message to be mounted on the Club bulletin board and to be distributed to the members present at the AGM. The Club shall make available to the members copies of campaign platform messages prepared by candidates by electronic means (Web site) or paper copies to be picked up by the individual members from the Club office prior to the AGM.
e) Agenda for AGM: The agenda for an AGM shall include:
i) Call to Order
ii) Appointment of Scrutineers for Voting
iii) Approval of Agenda
iv) Adoption of Previous AGM Minutes
v) Board and Staff Reports
vi) Review of Financial Statements
vii) Presentation of Budgets
viii) Reports of Auditors
ix) Appointment of Auditors
x) Election of New Directors
xi) Other Business as specified in the notice of meeting
xii) Adjournment
f) Additional Business: Any member who wishes to have new business placed on the agenda at an AGM shall give written notice to the Club no less than 10 days prior to the scheduled AGM and such business shall be dealt with as “Other Business”. The Board, acting reasonably, may limit the amount of additional business to be dealt with at an AGM.
g) Quorum: A quorum for an AGM shall consist of no fewer than 50 voting members. A quorum for a SGM shall consist of no fewer than 50 voting members who were not also requesting members for the SGM.
h) Attendance, Participation & Voting: General meetings of the members shall be open to the public. Only members in good standing and persons invited by the Board may participate in the meeting. Non-member delegations wishing to participate in a general meeting must make written application to the Board no less than 10 days prior to a general meeting and the Board may in its absolute discretion either grant or deny the request. Only persons physically present may vote at a general meeting. No proxy voting shall be permitted except as provided in section 8 c. above (parent or guardian of underage member).
i) Majority of Votes: Unless otherwise required by law, the Constitution or related documents of the Club, the majority of the votes of members present who vote shall decide each issue.
j) Special Resolution: Matters required to be determined by a Special Resolution shall be passed by a majority of not less than two thirds of votes cast at a general meeting for which proper notice has been given.
k) Scrutineers & Voting Procedure: At the start of a general meeting the Board shall appoint 1 or more scrutineers who shall be responsible for ensuring that votes are properly cast and counted. Votes shall be cast by a show of hands unless a majority of members present and entitled to vote request that voting be by secret ballot. Voting for Directors shall be by secret ballot.
l) Timing of Voting: Voting can take place no earlier than the time specified for the general meeting in the notice mailed to members. All members must vote at the same time and must remain present until the votes are counted.
m) Conduct of Meeting: The President shall preside at general meetings. In the President’s absence, at the start of a general meeting the majority of Board members in attendance shall appoint a Board member to preside over the meeting.
n) Minutes: A person appointed by a majority of the Board shall record Minutes of the discussions; resolutions, voting results and other business transacted a general meeting of the members.
10) BOARD OF DIRECTORS
a) Composition of Board: The Board of Directors shall consist of 12 Directors, comprised of President, Past President, Secretary, Treasurer and 8 Directors at Large, having such titles and responsibilities as a majority of the Board may determine from time to time and as ratified by the members at an AGM.
b) Election: Directors shall be elected at Annual General Meetings by the general membership except that the first Director elections under this new Constitution which may take place at a SGM called for the purpose.
c) Eligibility: Only persons satisfying the following criteria are eligible for nomination to run for election to the Board of Director:
i) Are 18 years of age or older
ii) Have been a Participant, Administrative and/or Volunteer Members as defined in Article 8 i – ii and iii (not iv) of this Constitution for a total period of 24 months or more within the 3 years immediately preceding the election date;
iii) In the case of elected Directors running for the position of President, have served as a member of the Board of Directors for at least one (1) year in the previous three (3) calendar years.
d) Nomination Procedure: Only members may nominate candidates to the Board of Directors. The nomination must be in writing and signed by two members and by the candidate. The Club must receive nominations at least 14 days prior to the Annual General Meeting. Nominations shall not be accepted from the floor unless all voting members in attendance agree unanimously.
e) Candidate Platforms: Each candidate may make available for distribution to members at an Annual General Meeting a single-sided typewritten page containing their campaign message. A question period of not less than 15 minutes shall be provided on request of a member in attendance to enable members to put questions to candidates.
f) Insufficient Candidates: If there are insufficient candidates to fill all positions on the Board of Directors through election, then at the Annual General Meeting a majority of the elected Directors or the sole elected Director if there is only one, even if not a quorum, may appoint members to hold the unfilled positions until the next Annual General Meeting.
g) Election Procedure: The election procedure in section 9 above shall be followed.
h) Term of Office: The ultimate goal is to have all terms of office under the previous Constitution end upon the adoption of this Constitution, to have all Directors elected under this Constitution starting with the calendar year in which it is adopted and to stagger elections to ensure continuity of governance.
i) Starting with the Annual General Meeting of the calendar year in which this Constitution is adopted, the term of office for the positions of President, Secretary and Treasurer shall run for two years.
ii) Every Board member, except Past President will be elected for a two-year term.
Past President is an appointed position; see Article 10 c (XX). If a vacancy occurs in the position of Past President or if the outgoing President does not wish to assume the position of Past President, the newly elected Board may by majority vote appoint to the position any person who has held the position of Past President any time in the previous five years.
Eleven (11) board members are in member-elected positions each year. The Board of Directors will elect all executive Board members from the successful candidates. If the Board member elected President is in the second year of his/her term on the Board, then they will occupy the position of President for only one year, unless they are re-elected to the Board at the end of their regular two-year Board term, in which case they will continue as President for a second year.
If they are not re-elected then they will not automatically become Past President unless there is a vacancy in that position at that time.
Generally speaking, six (6) and then five (5) board positions will come up for election at the AGM each even and odd numbered year respectively. If any vacancy(s) has/have arisen during the year, then those positions(s) will also come up for election. If the vacating person(s) was/were in the first year of their two-year term then additional spot(s) will be added to the ballot and those newly elected board members will be elected for the remaining balance of the term. If the vacating person(s) was/were in the second year of their two-year term then no additional spot(s) will need to be added to the ballot. The intent is to always have a full contingent of twelve (12) board members, one being the appointed Past President and the remaining eleven having been elected at an AGM.
It is the intention to have a full contingent of eleven (11) member-elected board members after every election with approximately half of the board positions elected every year for a 2-year term. At least four (4) Board positions must be filled by election at the AGM each year. If due to vacancies in Board positions three (3) or fewer positions would be up for election in any year, then the terms of as many Board members as required will have their two-year terms cut short based on the least number of votes when elected and must stand for re-election.
iii) The outgoing President shall automatically assume the position of Past President for a term of two years. If there is no one holding or available to assume the position of Past President, a majority of the newly constituted Board at the 2000 AGM may appoint a member to the position.
i) Term Limits: No person may hold the President’s position on the Board of Directors for more than two consecutive terms.
j) Vacancies: If any Board position becomes vacant for any reason, a majority of the remaining Directors or the sole remaining Director if there is only one, even if not a quorum, may appoint members to hold the vacant positions until the next Annual General Meeting.
k) Powers:
i) Powers of the Corporation - Unless otherwise prohibited by law or this Constitution, the Board has the powers of the Corporation and may delegate any of its powers, duties and functions.
ii) Managing the Affairs of the Corporation - The Board may make policies and procedures for managing the affairs of the Corporation in accordance with applicable law and this Constitution.
iii) Decision Making: The Board may exercise the decision making power of the Corporation as permitted by law, this Constitution and related documents.
iv) Executive Committee: An executive committee consisting of the President, Secretary, Treasurer and an Executive Committee Director elected from the Board by a majority of the Board, shall be entitled to exercise the powers of the Board in the intervals between Board meetings but only in regards to a scope of decision defined by the Board. All 4 members must be given notice of meetings and a quorum is any 3 of them. Executive Committee meeting Minutes must be kept and all exercises of decision must be ratified at the next meeting of the Board.
v) Employees: The Board may employ or contract with such persons as it deems necessary to ensure the proper functioning of the Club.
l) Regular Board Meetings: The Board shall meet regularly and at least 10 times per year. Such meetings may be held without call or notice on such dates and at such times as may be fixed by the Board and distributed to all Directors.
m) Special Board Meetings: Special meetings of the Board for any purpose(s) may be called by the President or any three Directors who sign a written request forwarded to the President who will then be obligated to call a special meeting of the Board.
n) Place: Regular or special Board meetings shall be held at any place designated by Board resolution or notice of meeting issued from time to time. Otherwise, the meetings shall be held at the Club offices.
o) Notice: Notice is required for all Board meetings that have not been fixed by the Board. Whenever possible, at least 7 days notice must be given. Notice may be given verbally, by telephone, electronically, fax or mail and is effective when communicated.
p) Telephone Attendance: Any or all Directors may participate in a Board meeting by conference telephone or similar means provided that all participating Directors can hear one another.
q) Quorum: Seven Directors constitute a quorum at a meeting of the Board of Directors.
r) Presiding Officer: The President shall preside over meetings of the Board. In the President’s absence, a majority of Directors present and constituting a quorum may appoint a presiding officer for the meeting.
s) Open Meetings: All members and staff shall be entitled to attend Board meetings as observers only but shall not be entitled to participate unless on the agenda as an invitee. The Board, in its absolute discretion may exclude any member whose presence is disruptive to the Board meeting.
t) Voting: Each Board member present at a Board meeting shall be entitled to one vote. No abstentions are permitted except where a Director has a conflict of interest in which case they must abstain. Voting shall be by a show of hands unless a Board member requests a vote by secret ballot.
u) Minutes: The Secretary, or if absent a Board member appointed by a majority of those present, shall cause a person in attendance to keep and record Minutes of Board meetings which must be signed by three Board members in attendance. Minutes of Board meetings shall be posted in a prominent and accessible location at the Club offices and shall be produced for inspection at the request of any member.
v) In Camera Meetings: The Board, at the request of a Director, may in exceptional circumstances declare by resolution to conduct a meeting or any part of a meeting “in camera”. Such meetings are to be used sparingly to enable the Board to consider and deal with issues that by their sensitive nature are properly dealt with in a confidential and private manner to protect the interests of individual members or the Club.
Such meetings shall not be used to place governance issues beyond the view of members. Any member affected by any decision made “in camera” shall be given notice of the decision and shall be invited to attend a Board meeting to address the Board. Separate “In Camera Meeting Minutes” shall be recorded and kept sealed until a majority of the Board determines otherwise. In the Minutes of a regular meeting an entry shall be made stating that an issue was dealt with “in camera”. If the issue involves a Director, the Board may exclude the Director from the “in camera” portion of any meeting.
w) Removal of Directors: Provided that the Director is given notice of and the opportunity to be present at a meeting at which their removal will be voted upon, Directors may be removed:
i) By a two-thirds majority of the full Board, if the Director has failed to attend three consecutive Board meetings without reasonable excuse or if their attendance for any ten consecutive meetings is below 60%.
ii) By special resolution of the members at a general meeting whether the removal is with or without cause.
x) Resignation of Directors: A director may resign from the Board at any time by giving written notice to the Board. Such resignation shall be effective upon receipt or upon the date specified in the notice provided that such resignation is not effective if the Director is subject to inquiry, investigation or disciplinary proceedings or actions by the Club.
y) Conflicts of Interest:
i) Best Interests of Club: Directors must always act in the best interests of the Club and avoid incurring any kind of financial interest or personal obligation, which might affect their judgment in Club decisions or dealings on behalf of the Club.
ii) Disclosure: All potential conflicts of interest must be immediately disclosed in writing to the Board and must be recorded in meeting Minutes.
iii) Management: It is contemplated that Directors will focus on the management of the organization. As a general rule, Directors should not occupy any paid positions with the Club nor should they serve as convenor, coach or assistant coach of any team and should do so only out of demonstrated necessity approved by the Board. If such a situation exists, special procedures shall be adopted by the Board to insure that decisions affecting such person, league or team are made by disinterested Board members and the Board shall act in all other ways to avoid the appearance of a conflict of interest.
iv) Abstain from Voting: Directors must abstain from voting on any issue in respect to which they are in a conflict of interest.
v) Highest Ethical Standards: All Board Directors are expected to adhere to high ethical standards of conduct in the performance of their duties, observing all laws and obligations governing Club activities and using Club funds only for legitimate, authorized and ethical purposes.
11) OFFICERS
The officers of the Club shall be the President, Secretary and Treasurer and their duties, as officers shall include:
a) President: The President shall be responsible for the general supervision of the affairs and operations of the Corporation, shall preside at the Annual and General Meetings of the Corporation and at meetings of the Board and shall perform such other duties as may from time to time be established by the Board;
b) Secretary: The Secretary shall perform the duties and exercise the powers of the President in the absence or disability of the President; shall cause to be kept all corporate books and records required by law, this Constitution and related documents; and shall perform such other duties as may from time to time be established by the Board;
c) Treasurer: The Treasurer shall cause to be kept proper accounting records as required by law, this Constitution and related documents; shall cause to be deposited all monies received by the Corporation in the Corporation's bank account; as directed by the Board shall supervise the management and the disbursement of funds of the corporation; when required shall provide the Board with an account of financial transactions and the financial position of the Corporation; and shall perform such other duties as may from time to time be established by the Board.
12) FISCAL YEAR
The Club’s fiscal year shall run from October 1 to and including September 30 of the following year.
13) FINANCE AND MANAGEMENT
a) Bank: The banking business of the Corporation shall be conducted at such financial institution as the Board may designate.
b) Auditors: At each Annual Meeting the Members shall appoint a Chartered Accountant to act as auditor to audit the books, accounts and records of the Corporation for report to the Members at the next Annual General Meeting. The auditor shall hold office until the next Annual General Meeting and the Corporation’s books and records must be audited at the end of each fiscal year.
c) Signing Authority: The Officers of the Corporation shall and up to two staff members approved by the Board may have signing authority for all financial transactions conducted in the name of the Corporation. All such transactions shall require two signatures, at least one of which shall be the signature of an Officer.
d) Execution of Agreements: Two Officers shall sign all written agreements entered into in the name of the Corporation or other persons authorized to do so by the Board.
e) 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.
f) Non-Budgeted Expenditures: Any non-budgeted expenditure greater than $30,000 must be approved by a majority of Waterloo Minor Club members at a general meeting, or at a special meeting called for such a purpose.
g) Cash on Hand: The Board must budget to ensure that the Club has at least $50,000.00 “Cash on Hand” at the beginning of each fiscal year, or in such greater amount as the Board may determine by resolution.
h) That Development Funds be used for projects outside the region of the City of Waterloo and any restrictions and/or rules formuse of such funds shall be transparent and readily accessible to the members.
i) Borrowing: Except where prohibited by law, the Corporation may borrow funds upon such terms and conditions as the Board may determine.
j) Trust Fund: The Corporation may enter into an agreement with a financial institution to create a trust fund, the income from which shall be used for the benefit of soccer facilities and programs in Waterloo. The trust fund shall be managed in accordance with policies and procedures established by the Board.
k) Books and Records: The Board shall ensure that all books and records of the Corporation required to be kept by law; this Constitution or related documents are regularly and properly kept.
l) Inspection of Club Books & Records: This Constitution, the Articles of Incorporation, the Club Financial Statements, and Minutes of proceedings (except sealed “in camera” Minutes) of the Club, the Board, and Board Committees shall be open for inspection at the Club office to all members upon written request. Board members in good standing have an absolute right to inspect all Club books and records during regular Club office hours. Records and information that are to be kept confidential in accordance with this Constitution or related documents may not be inspected by anyone except with the approval of the Board by majority resolution. Any member in any category requesting to inspect Club books and records must sign a log form prescribed by the Board describing the items inspected, the date and such other information as the Board may reasonably require.
14) COMMITTEES
a) Written Resolution: The Board by written resolution may form and appoint such committees, as it deems necessary for the proper and effective management of the business and affairs of the Club.
b) Terms of Reference and Budget: The Board shall establish written terms of reference and operating budgets and procedures for all committees, and may delegate any of its powers, duties or functions to any committee unless prohibited by this Constitution, related documents or applicable law.
c) Vacancy: When a vacancy occurs on any committee for whatever reason, the Chair of a Committee may submit to the Board names of qualified individuals to fill the vacancy.
d) Removal: The Board by majority vote may remove any member from any committee.
e) Board Members: Unless prohibited by a Board decision or by the terms of reference for a committee, any Board member shall be entitled to attend any committee meeting.
f) Minutes: The Chair of each Committee shall ensure that proper Minutes are kept of committee discussions, proceedings and decisions and that such Minutes are immediately deposited at Club offices and submitted to the Board for review and consideration.
15) INTERPRETATION
Except where prohibited by law the Board by majority written resolution has authority to interpret any provision in this Constitution or related documents that are vague, ambiguous or unclear.
16) INDEMNIFICATION
The Club shall, to the maximum extent permitted by law, indemnify Board, Participant, Administrative and Volunteer members acting in their official capacities or as agents of the Club. The indemnification shall be from and against all claims, demands, actions, costs or other amounts actually and reasonably incurred in connection with Club business and activities. The Board may advance funds to cover expenses for defending against any such claims, demands, actions or proceedings. The Club shall not indemnify any person for fraud, breach of trust, dishonesty, bad faith, intentional wrongdoing or any conduct for which the law prohibits indemnification.
17) INSURANCE
The Club shall have the power to and shall purchase and maintain insurance on behalf of itself and any member and agent of the Club against any liability asserted against or incurred by the Club, its members or its agents arising out of Club business and activities, whether or not the Club has the power to indemnify the member or agent. Such insurance purchased shall, where feasible as determined by the Board, include third party liability and cross-liability coverage for liability in respect of negligence, business interruption, wrongful dismissal, discrimination, sexual harassment, automobile insurance, occupier liability, host alcohol liability and directors and officers liability.
18) PROHIBITED USES OF MEMBERSHIP LISTS
The names, addresses, telephone numbers and other information regarding members are private and confidential. Such information or mailing lists may not be disclosed or distributed to anyone, including any vendor or sponsor, without the prior written approval of the Board of Directors, or person(s) it designates.
19) INTELLECTUAL PROPERTY RIGHTS
The Club has or may acquire rights to logos, trademarks, trade names or copyright. All such rights are valuable assets to the Club and their protection is essential to the interests of the Club. No person may use any such asset except in association with Club activities and only in a manner permitted by Club policies for use of such assets.
20) BY-LAWS, POLICIES, RULES & REGULATIONS
The Board may pass by-laws, policies, rules and regulations ("related documents"), as it deems necessary for the proper and effective management of the business, activities and affairs of the Club, which must be complied with for so long as they are in force. Without limiting the power of the Board, it may pass related documents in respect of the following, which must not be inconsistent with this Constitution or applicable laws:
a) Access to Books and Records
b) Accident, Injury and Claims Reporting
c) Alcohol
d) Appeals
e) Application Forms: Member, Volunteer, Coach, Referee
f) Approved Form Communications to Players, Families, Volunteers & Officials
g) Arbitration- ADR Program for Amateur Sport
h) Blood-Borne Disease Policy
i) Books & Records
j) City of Waterloo Liaison Policy
k) Club Refreshment & Snack Bar Operation
l) Codes of Conduct for Coaches, Players, Parents, Officials and Members
m) Complaints & Infraction Reporting
n) Confidential Records and Information
o) Discipline
p) Dispute Resolution Procedure
q) Expense Reimbursement
r) Facilities & Equipment
s) Fees & Refund Policy
t) Financial and Banking Matters
u) Fundraising Activities
v) Funds & Uses
w) General Safety
x) Injuries & Return to Play- Medical Clearances
y) Inquiry/Investigation Procedure
z) Insurance & Risk Management
aa) Inventories
bb) Job Descriptions for Directors, Officers, Staff, & Volunteers
cc) Media Relations
dd) Medical Emergencies Procedures
ee) No Abuse; Non-Harassment; Non-Discrimination Policies
ff) Non-Profit Status - Permitted & Prohibited Activities
gg) On-line Services and Documents
hh) Parent Liaison Policy
ii) Personal Important Medical Information
jj) Police Screening & Strictest Confidentiality of Information
kk) Purchasing
ll) Registration Procedure
mm) Religious Activities
nn) Rules of Play
oo) Selection Criteria & Process for Coaches
pp) Selection Criteria & Process for Representative and All-Star Teams
qq) Sponsorships
rr) Team Water & Snacks
ss) Transportation of Players
tt) Volunteers
uu) Web Site and Technology
vv) Any other matter for the proper conduct of its affairs, activities, programs and operations.
21) AMENDMENTS
a) Constitution: This Constitution may only be amended, revised, repealed or added to by a Special Resolution of the Members at a general meeting. The notice of changes may be given by posting the proposed changes on the Club’s website at least 7 days before the general meeting (or by announcement in the local media as set out in s.9.d.)
b) Related Documents: By-laws, Policies, Rules and Regulations may be amended, revised, repealed or added to by a majority vote of the Board or of the Members at a general meeting.
22) DISSOLUTION
a) Dissolution: Upon the dissolution of the Corporation, any funds or assets remaining after paying all debts shall be dealt with in a manner agreed to by the Board and the City of Waterloo, if the City is then affiliated with the Club.
b) Held in Trust: Failing agreement, such remaining funds or assets shall be held in trust by the City of Waterloo until a similar group is organized and affiliated with the City.
c) After 3 Years: If no similar group is organized within 3 years, the City shall distribute such funds and assets to either charities or to non-profit organizations that are beneficial to the community.
23) NOTICE
a) Written Notice: In this Constitution, written notice shall mean notice, which is hand-delivered or provided by mail or courier to the address of record of the Corporation, Director or Member, as the case may be.
b) Days: In this Constitution, the number of days specified for giving notice shall mean total days, counting weekends and holidays.
c) Error in Notice: The accidental omission to give notice of a Meeting of the Directors or the Members, the failure of any Director or Member to receive notice, or an error in any notice, which does not affect its substance, shall not invalidate any action taken at the Meeting.
24) ADOPTION
a) Adoption: This Constitution is adopted as the Constitution of the Club by the members at a General Meeting duly called and held on [date].
b) Repeal of Prior Constitution: In adopting this Constitution, the Members of the Corporation repeal all prior Constitutions and Constitutional by-laws of the Corporation provided that such repeal does not impair the validity of any action done pursuant to the repealed bylaws.
................................................... ..................................................... PRESIDENT SECRETARY
