Kingston United Soccer Club : Constitution

Constitution

CONSTITUTION AND BY-LAWS

Article 1: NAME
Section 1:
The name of this corporation shall Club shall be the KINGSTON UNITED SOCCER CLUB, hereinafter referred to as the Club. The headquarters of the Club shall be located within the District Boundaries of the Southeast Ontario Soccer Association.

Article 2: HEAD OFFICE
Section 1:
The Head Office of the Club shall be in the City of Kingston, in the County of Frontenac, in the Province of Ontario, Canada.

Article 3: OBJECTIVES
Section 1:
The Club is an independent non-profit organization. The principal objectives of the Club are as follows:

a) To foster, develop and promote the game of soccer.
b) To develop and encourage high soccer standards in recreation and competitive play.
c) To promote, organize and manage team competition at all age levels in both the recreational and competitive programs.
d) To assist in the development of fair play, team participation and community spirit through involvement in the game of soccer.
e) To sponsor and promote such athletic, social and other special activities as may contribute to the finances of the Club.
f) To manager and take appropriate care of the property, both real and personal, of the Club.
g) To promote the transition of youth players into adult soccer leagues.

Article 4: AFFILIATIONS
Section 1:
The Club may maintain an affiliation with the following organizations and others as chosen by the Board of Directors of the Club to promote the objectives of the Club:

The Canadian Soccer Association
The Ontario Soccer Association
The Southeast Ontario Soccer Association
The East Region Soccer League

Article 5: CLUB GOVERNANCE
Section 1:
The Club shall be composed of Members as hereinafter set out, and it shall be managed by a Board of Directors constituted as stated in these By-Laws.

Article 6: MEMBERSHIP
Section 1:
Active Membership shall consist of the Club’s Board of Directors, registered players, and club volunteers (team coaches, team assistant coaches, team managers, house league conveners and committee members). Changes to the active Membership shall be decided by the Club’s Board of Directors.

Section 2:
No person shall be entitled to vote at any meeting who is not a member of the Club at the time notice is given calling such a meeting.

Article 7: MEMBER CONDUCT
Section 1:
A Member must abide by the Club’s Fair Play Policy and conduct their behaviour in a manner befitting the articles and rules of the Club. If a member infringes on the articles and rules of the Club or brings the Club into disrepute, the member may be 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.

Article 8: FISCAL YEAR
Section 1:
The fiscal year of the Club shall begin on October 1st and end on September 30th each year.

Section 2:
Membership fees shall be set annually by the Board of Directors.

Article 9: MEMBERSHIP YEAR
Section 1:
The Membership year of the Club shall begin on the day of the Annual General Meeting and conclude on the day prior to the Annual General Meeting of the following year.

Article 10: ANNUAL GENERAL MEETING
Section 1:
The Annual General Meeting of the Club shall normally be held during the period from September 30 to November 30 of each year. The Board of Directors may change the date of the meeting in exceptional circumstances

Section 2:
Active Members shall receive fourteen (14) days notification of the time and location of the Annual General Meeting by way of the Club website.

Section 3:
Order of business at the Annual General Meetings:

Roll Call
Period of Remembrance
Tributes and introduction of Guests
Minutes of previous Annual General Meeting
President’s Address
Director’s Reports
Reports from Hired Personnel
Treasurer’s Report
Other Reports or in Year Business
Amendments to the Constitution
Election of the President, Vice-President, Treasurer, Secretary and Directors as required under Article 17: Tenure and Election.
Other Business
Adjournment

Section 4:
The Chair may, at his/her discretion, introduce any special business for discussion after approval of the minutes.

Article 11: SPECIAL GENERAL MEETINGS
Section 1:
A special General Meeting may be called by the Board of Directors.

Section 2:
A special General Meeting may be requested by Active Members upon a written request
signed by no less than twenty-five (25) Active Members and presented to the Board of Directors. Within twenty-one (21) days a special Board of Directors meeting to review the request will be held with Active Members in attendance. A majority vote by the Board of Directors is required to proceed with the special General Meeting.

Section 3:
Notice of the date, time and place for the special Board of Directors meeting and special General Meeting, if approved, will be communicated by way of the Club website.

Section 4:
All costs involved in holding a special General Meeting if requested by the Active Members shall be paid by the Active Members who have signed the request.

Article 12: RULES OF ORDER
Section 1:
All meetings of the Club shall be conducted in accordance with the Robert’s Rules of Order insofar as they may apply.

Article 13: PRESIDING OFFICER
Section 1:
The President shall preside at all General Meetings of the Club as Chair and, in his/her absence, the Vice-President shall take the chair. If neither, the President or Vice-President is available the Board of Directors will appoint the chair.

Article 14: QUORUM
Section 1:
At all General Meetings, twelve (12) Active Members shall form a quorum.

Article 15: VOTING
Section 1:
Those who shall be qualified to vote and to take part at General Meetings of the Club shall be the Active Members of the Club as specified in Article 6. A registered player may be represented by his/her parent or guardian.

Section 2:
At all meetings of the Club, voting shall be by a show of hands unless a poll is requested by a regular motion. Decisions shall be reached by a simple majority unless otherwise required by the Bylaws of the Club.

Section 3:
Each Active Member shall be entitled to one vote at any General Meeting

Article 16: BOARD OF DIRECTORS
Section 1:
The Club shall be governed by a Board of Directors consisting of twelve (12) individuals, or such number not to be less than eight (8), as may be amended from time to time in accordance with the Club's By-Laws. These individuals shall hold the following positions:

President
Vice- President
Secretary
Treasurer
Director of Discipline
Director of Volunteers
Director of House League
Director of Competitive (U13 and up)
Director of Grassroots (U9-12)
Director of Equipment
Directors at Large(2)

Section 2:
The Directors at Large roles and responsibilities will be decided by the Board of Directors.

Section 3:
Members of the Board of Directors may hold more than one position as decided by the Board of Directors.

Section 4:
The immediate Past President, if he/she did not continue as an official member of the Board of Directors, shall be an ex-officio non-voting member of the Board of Directors.

Section 5:

Paid employee may not hold position as Director on Board.

Article 17: TENURE AND ELECTION
Section 1:
The election of the Board of Directors shall be by secret ballot at the Annual General Meetingo f the Club.

Section 2:
All members of the Board of Directors shall be elected for a two (2) year term at the Annual General Meeting according to the following:

In even number years: the President, Treasurer, Director of Competitive (U13 and up), Director of Discipline, Director of Equipment and one (1) Director at Large.
In odd number years: the Vice-President, Secretary, Director of House League, Director of Grassroots, Director of Volunteers and one (1) Director at Large.

Section 3:
Eligibility for the position of President and Vice-President requires serving at least one (1) year on the Board of Directors.

Section 4:
A vacancy on the Board of Directors can be filled by a majority vote of the Board of Directors. The successor shall hold his/her incumbent's position(s) for the remainder of the term being filled.

Section 5:

Any member of the Board who misses 3 consecutive meetings without valid reason, the Board may vote to remove by a 2/3 margin.

Article 18: MEETINGS OF THE BOARD OF DIRECTORS
Section 1:
The Board of Directors shall meet not less than six (6) times a year.

Section 2:
A majority of members of the Board of Directors shall form a quorum at all meetings.

Section 3:
No member of the Board of Directors shall participate in discussions concerning business where they will be in a conflict of interest with their team or where they can be seen to make personal gain.

Article 19: DUTIES OF THE BOARD OF DIRECTORS
Section 1:
President: Shall preside at all general meetings of the Club and of the Board of Directors. The President shall be ex-officio a member of all committees, shall appoint all chairs of standing and special committees subject to ratification by the Board; coordinate all duties of the Board, committees, staff; and shall be the spokesperson for the Club.

Section 2:
Vice-President: Shall act in the absence of the President and shall have other powers as assigned by the Board of Directors.

Section 3:
Treasurer: Shall ensure full and accurate records are kept of the financial accounts of the Club; shall report to the Board of Directors at least once per quarter; and shall submit an Annual Financial Report at the Annual General Meeting. The Treasurer shall arrange for an independent audit of the Club’s financials accounts at least once per year.

Section 4:
Secretary: Shall maintain a record of all minutes of the organization; maintain copies of all committee reports; unless otherwise specified in the Club's published rules; maintain record books in which bylaws, published rules and minutes are entered and have the current record books available upon request; conduct the general correspondence of the organization that is not the proper function of another office, committee or hired personnel; 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.

Section 5:
Director Positions: The duties of the Director positions shall be determined by the Board of Directors.

Section 6:
The Immediate Past-President: Shall undertake the duties assigned by the President or Board of Directors.

Article 20: FINANCIAL REVIEW
Section 1:
The financial accounts of the Club shall be audited annually, and the correctness of the Financial Statement and financial processes by an independent accounting firm.

Article 21: HIRED PERSONNEL
Section 1:
The Board of Directors may hire individuals to attend to the Club’s business as decided by the Board of Directors

Section 2:
The hired personnel shall be paid remuneration as determined by the Board of Directors and
shall have duties as prescribed by the Board of Directors.

Section 3:
The hired personnel will be required to sign a formal contract of employment prepared by an
external law firm and paid for by the Club.

Section 4:
The hired personnel will have a performance review with regards to their contract terms and
conditions at least once per year and conducted by a member of the Board of Directors.

Section 5:
Unless otherwise decided by the Board of Directors the hired personnel will report to the
President of the Club.

Article 22: COMMITTEES
Section 1:
The Board of Directors may constitute Standing or other Committees as it deems necessary to
attend to the Club operations. The following Standing Committees will be in place unless otherwise directed by the Board of Directors:

a) House League
b) Competitive
c) Technical
d) Financial

Article 23: OTHER REGULATIONS
Section 1:
The Club may make such miscellaneous rules and regulations as may be deemed necessary to promote and and develop the game of soccer within its jurisdiction.

Article 24: AMENDMENTS TO THE CONSTITUTION
Section 1:
All proposed amendments to the Constitution shall be made at an Annual General Meeting of the Club.

Section 2:
All proposed amendments to the Constitution by an Active Member not on the Board of Directors shall be submitted to the Board of Directors at least fourteen (14) days prior to the Annual General Meeting.

Section 3:
All proposed amendments to the Constitution by the Board of Directors shall be reviewed at a Board of Directors meeting prior to the Annual General Meeting.

Section 4:
All proposed amendments to the Constitution shall be published on the Club website prior to the Annual General Meeting.

Section 5:
Proposed amendments to the Constitution shall require a two-thirds (2/3) majority vote of the Active Members present at the Annual General Meeting.

Section 6:
Amendments to the Constitution shall become effective immediately upon approval at the Annual General Meeting.

Section 7:
Past amendments to the Constitution shall be posted on the Club’s website.

Article 25: DISSOLUTION OF THE CLUB
Section 1:
Upon the dissolution of the Club and after making payment or setting aside provisions for payment of all debts and liabilities, the Board of Directors shall dispose of the remaining assets and property of the Club to an organization(s) which is dedicated to the promotion and enjoyment of youth soccer in Kingston.

Article 26: INDEMNITY
Section 1:
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 27: MATTERS NOT INCLUDED
Section 1:
All matters not included in the By-Laws and the Club’s rules and policies shall be judged by the Club’s Board of Directors as they are brought to the attention of the Board of Directors.