ARTICLE 1: NAME
The name of the Club shall be the Lincoln United Football Club, hereinafter referred to as the Club. The headquarters of the Club shall be located within the District boundaries of the Niagara Soccer Association, hereinafter referred to as the District Association.
ARTICLE 2: OBJECTS
1.To promote and develop the game of soccer within its boundaries.
2.To help individuals to develop their character as resourceful and and responsible Members of their community by providing opportunities, through the game of soccer, for their mental, physical and leadership development.
ARTICLE 3: AFFILIATIONS
The Club shall be a member of the Niagara Soccer Association and shall follow the published rules of the District Association and The Ontario Soccer Association, hereinafter referred to as The OSA. The Club is subject to the published rules in declining order of authority of the following governing organizations to which it is affiliated:
1.The OSA
2.The NSA
3.League
4.Lincoln United Football Club
ARTICLES 4: MEMBERSHIP
A regular Member is a registered player, registered Club coach or a registered Club administrator.
Although an individual may qualify for, and be registered under, more than one of the above categories, each individual holds only one Membership in the Club, and is entitled to one vote at Member's meetings.
Upon application, a coach shall become a regular Member upon acceptance by the directors of the Club. A coach is an individual who is registered with the OSA to teach, instruct , train and guide players to play the game of soccer.
An administrator shall become a regular Member upon election or appointment by the directors of the Club. An administrator is an individual who is registered with The OSA to be responsible for one or more of the functions required to operate a Club. For purposes of this definition, a team manager and a director shall be an administrator.
Honorary Membership
The Board of Directors may designate an individual as an honorary Member for a specific period of time.
An honorary Member is afforded all the rights of Membership, including the right to attend and speak at Members meetings, but is not entitled to vote.
Life Member
The Board of Directors may designate and individual as a life Member.
A life Member is afforded all the rights of Membership, including the right to speak at members meetings, but is not entitled to vote.
Fees
Membership fees for regular members shall be set annually by the Board of Directors and ratified or amended by the membership at a general meeting.
Discipline of a 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 and OSA's published rules. An individual whose Membership has been suspended loses all rights of Membership until the suspension has been terminated.
Player, team and team official discipline for game infractions is governed in accordance with the procedures published by The OSA and NSA.
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.
ARTICLE 5: BOARD OF DIRECTORS
The Club shall be governed by a Board of Directors which shall consist of at least 5 individuals. These individuals shall hold the positions of:
President
Vice President
Secretary/Registrar
Treasurer
Director of Veterans Soccer
Director of Mens Open Age Soccer
Any other Director positions specified by the Club
A director may hold more than one position.
A director shall be 18 years or older, shall not be undischarged bankrupt and shall be a regular member of the Club.
A Director shall serve a term for two years or until his or her successor is elected or appointed.
After an initial Board of Directors has been appointed, the positions of President, Treasurer and Director of Veterans Soccer shall be elected in even numbered years while the positions of Vice-President, Secretary and Director of Mens Open Age and any other directors positions shall be elected in odd number years.
Director Vacancy
A director has the right to resign his or her position by submitting a signed letter of resignation to the Club.
A vacancy on the Board of Directors and their respective position(s) held, caused by death, or resignation which has been accepted, shall be filled by a majority vote of the Board of Directors. The successor Director shall hold his or her incumbents position(s) for the remainder of the term being filled.
Removal of Director
No Member of the Board of Directors shall be removed for arbitrary reasons but may be removed if:
1.The Director is unable to perform the duties of the position due to, but not limited to any of the following reasons:
if he/she becomes incapable of performing the business of the Club
if he/she is absent for 2 or more meetings without cause
if he/she no longer resides in reasonable proximity
if he/she becomes or is discovered to be an undischarged bankrupt or:
2.The Director has compromised the integrity of the Club due to, but not limited to any of the following reasons:
if he/she has been found guilty of an offense under the Harassment Policy of The OSA
if he/she has been found guilty of and an offense involving violence under the Discipline Policy of The OSA
if he/she has failed to properly account for monies or other property to the Club
if he/she has been found guilty of a criminal offense regardless whether or not the offense directly affected the Club.
A Member of the Board of Directors holding his or her respective position(s) may be removed from office by the Board of Directors for good and sufficient cause by a 2/3's vote of the Board of Directors present, provided notice to remove the director has been given to all Directors of the Club. If a Director is removed by the Board of Directors, the Board may appoint a successor to the position(s) for the remainder of the term(s) being filled.
A Member of the Board of Directors may also be removed from office for good and sufficient cause at a meeting of the Members of the Club provided notice to remove the Director has been given to the persons entitled to attend the meeting. If a Director is removed at a Member's meeting, the members entitled to vote may elect a successor to fill all positions held by the removed Director for the remainder of the term being filled.
The Directors will be subject to the Conflict of Interest Policy 21.0 in the OSA's published rules.
Duties of the Board of Directors
The Board of Directors shall conduct the business of the Club during the periods between general meetings of the Club and in accordance with the authority granted to it in the published rules of the Club.
The Board of Directors shall be responsible for the appointment of all positions within the Club except for those positions elected by the Membership of the Club. This shall include the appointment of volunteer and paid positions for coach and administrator positions within the Club's operations. The selection process and the appointments shall be based on the procedures outlined in the Club's published rules.
Duties of Directors
President
Except: 1.As provided for in the Dispute Resolution Policy of the
OSA and;
2.Where the President delegates the responsibility to
another person,
The President shall preside at all general meetings of the Club and of the Board of Directors. The President shall be the ex officio a member of all committees, except any nominations committee; shall appoint all chairs of standing special committees subject to ratification of the Board; coordinate all duties of the Board, committees, staff; and shall be the spokesperson for the Club.
Vice President
The Vice President shall act in the absence of the President and shall have all other powers as assigned by the Board of Directors.
Treasurer
The Treasurer shall ensure that full and accurate records are kept of the accounts of the Club; shall report to the Board of Directors at least once per quarter; and shall submit an Annual Report to the annual general meeting.
Secretary
The Secretary shall maintain a record of all minutes of the organization; maintain copies of all committee reports; notify officers and committee Members of their election or appointment; furnish committees with those documents required to perform their duties; sign all certified copies of acts of the organization, unless otherwise specified in the Club's published rules; maintain record books in which bylaws, published rules and minutes are entered. And have current record books available at each meeting; send to the membership a notice of each general meeting; conduct the general correspondence of the organization that is not the proper function of another office or committee; prepare, prior to each meeting in consultation with the presiding officer, an order of business; and, in the absence of the president and vice president, preside until the immediate election or appointment of a new presiding officer.
ARTICLE 6: MEETINGS
General Meetings
An official notice of each meeting shall be given to all Members at least 14 days before the meeting is to be held, at such place, and at such date as the Board of Directors may determine. Such notification shall be by regular mail, e-mail, fax, website notice or any other method determined by the Members.
25% of the voting Membership shall form a quorum at all general meetings of the Club. Any question shall be decided by a majority of the votes unless otherwise required by this By-Law or other law.
Annual General Meeting
The Club shall hold its Annual General Meeting not later than October 31 of the following year. The agenda of the Annual General Meeting shall include:
1.Roll Call
2.Credentials Report
3.Minutes of Previous Annual General Meeting
4.President's address
5.Officer's report
6.Treasurer's report
7.Auditor's report
8.Appointment of Auditors
9.Other reports
10.Unfinished Business
11.Amendments to the by laws
12.Roll Call
13.Election of officers and directors
14.Any other business
15.Adjournment
Special General Meeting
A Special General Meeting of the Club:
a)may be called by the Board of Directors, or
b)shall be called by the Board of Directors upon receipt of a written request submitted to the Club by registered mail, certified mail, trace mail, courier service, hand delivery, fax or e mail, signed by not less than 25% of the voting membership, setting out items of business to be conducted at the Special General Meeting. The Special General Meeting shall be held within 30 days of receipt of the written request from the Members.
Only the business set out in the notice of the Special General Meeting shall be considered unless by unanimous consent of all present.
Voting at General Meeting
Every regular member aged 16 and over have the right to attend, speak and cast one vote at Members' meeting of the Club.
Every regular member under the age of 16 shall have the right to attend and speak at Members' meetings but any vote must be cast by a parent or guardian who shall also have the right to attend and speak on behalf of that Member at Members' meetings.
Proxy Voting at General Meetings
Every regular Member, or parent or guardian of a regular Member under the age of 16, entitled to vote at a meeting of Members may by means of a proxy appoint a person, who need not be a member, as the Members' nominee to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy.
An individual may only hold one proxy.
The format for the proxy, and the issue,, or the issues, for which the proxy may be cast are as defined in the Rules and Regulations.
Board of Directors Meeting
The Board of Directors shall meet at least four times per year, upon 14 days notice given by the President and the Secretary, at such place and at time as the Board of Directors may determine.
A majority of the Members of the Board of Directors shall form a quorum at all meetings of the Board. Questions arising at any meeting shall be decided by a majority votes where each director is entitled to cast one vote.
ARTICLE 7: 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 8: PROCEDURES GOVERNING MEETINGS
All meetings of the Club shall be conducted in accordance with the most recently published Robert's Rules of Order Newly Revised except as may be otherwise stipulated in this By-Law or other Rules and Regulations of the Club.
ARTICLE 9: BY-LAWS AND AMENDMENTS
(a)By-Law amendments may be proposed by the Board of Directors, or submitted by a member of the Club in writing at least 21 days prior to a general meeting of the Club;and must be approved by a majority vote of the Board of Directors, and by 2/3's vote of the Membership voting in person or by proxy at a meeting of the Club duly called for that purpose.
(b)All Members entitled to vote shall be notified with the Club's notice of the said Member's meeting about the By-Law amendments. Such notification shall be by regular mail, e-mail, fax, website notice or any other method deemed by the Members.
ARTICLE 10: RULES AND REGULATIONS
The Club shall have Rules and Regulations which shall include, but is not limited to, the following:
a)discipline of a Member; summary of charges regarding misconduct
b)discipline of a Member; procedures for discipline hearing
c)duties of Board of Directors; authority granted to Board regarding the business being conducted
d)duties of the Board of Directors; selection process and appointment process for volunteer positions
e)duties of Board of Directors; process for revoking appointments
f)voting at General Meeting; format for the proxy, and the issue, or issues for which the proxy may be cast
The Board of Directors may approve and publish Rules and Regulations which are not inconsistent with this By-Law and are not inconsistent with the Rules and Regulations of a higher governing organization.
Amendments to the Rules and Regulations may be made by a majority vote of the Board of Directors or the Members at a General Meeting.
ARTICLE 11: INDEMINTY
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 respective wilful neglect or default.
ARTICLE 12: FINANCE
The accounts of the Club shall:
a)be audited annually by a Chartered Accountant if the annual gross revenue is greater than $30,000; or
b)be reviewed annually through a Financial Review Engagement completed by a Certified General Accountant, Certified Management Accountant or Certified Accountant, if the annual gross income is $30,000 or less; or
c)with the consent of all its Members, be exempt from any audit or financial review engagement if the annual gross income is less than $10,000
The audit or the Financial Review statement shall be presented to the Annual General Meeting for adoption.
The fiscal year of the Club shall end on November 1 of each year, unless otherwise ordered by the Board of Directors.
ARTICLE 13: DISPUTE RESOLUTION
The Club shall adhere to the dispute resolution process as published and approved by The OSA from time to time.
Any Member of the Club may initiate the Dispute Resolution process by communicating in writing to the OSA, with a copy to the Club and District Association, the nature and the facts of the dispute. The OSA, at its discretion, may proceed with the Dispute Resolution process by assigning one or more neutral persons to the dispute.
The Dispute Resolution process shall not 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 14: HARASSMENT
The Club shall adhere to the Harassment Policy as published and approved by the OSA from time to time.
The Harassment Policy shall apply to all employees, directors, officers, volunteers, coaches, game officials, administrators, players Members and registrants of the Club.
Harassment is defined as any comment, conduct, 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 15: APPEALS
a)Any Member or registrant of the Club directly affected by a decision of the Club may appeal such decision. The denial or termination of Membership may be appealed by a non-Member.
b)A decision of the Club may be appealed to the District Association with which the Club is affiliated. The appeal shall be conducted in accordance with The OSA's and District Association's published rules.
c)An individual shall not appeal a decision made by the Board of Directors regarding 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.
d)An individual shall not appeal a decision made by the Club regarding a player's team assignment.
ARTICLE 16: DISSOLUTION
In the event of dissolution of the Club, and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of by the Board of Directors to one or more not-for-profit soccer related organizations, or any not-for-profit athletic community organizations, which operate solely in Ontario.
ARTICLE 17: DEFINITIONS/TERMINOLOGY
Terminology used in this By-Law shall have the same meaning as used by The OSA in its letters patent, By-Laws and published rules.
ADOPTED: MARCH 12, 2007
