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Harbour City FC
The name of this organization shall be Harbour City Football Club, hereinafter referred to as the Club.
The Club shall have the following purposes:
1. To promote, develop and administer the game of soccer at the Club level.
2. To maintain membership in good standing with the British Columbia Soccer Association, hereinafter referred to as BCSA, and adhere to the Constitution, Bylaws, Rules and Regulations thereof.
3. To represent and act on behalf of its Members and assist them to develop and effectively administer soccer programs.
4. To operate without purpose of pecuniary gain to any of its members and any surplus of funds the Club shall be used solely for the purpose of the Club and the promotion of its objectives.
5. To conduct fund raising campaigns and maintain a fund or funds for the purposes set out above.
Upon dissolution of the society, the assets which remain after the payment of all charges and expenses which are properly incurred in winding up, shall be assigned and distributed to such organizations as may be involved in the game of soccer, or to such charitable organization or organizations in British Columbia as may be determined by the members of the society at the time of dissolution. This provision is unalterable.
ARTICLE 1: AFFILIATIONS
The Club shall be a Member of the British Columbia Soccer Association (BCSA) and shall be subject to the published Bylaws, Rules & Regulations in declining order of authority of the following governing organizations:
2. The Canadian Soccer Association
3. BC Soccer Association
4. Upper Island Soccer Association
ARTICLE 2: INTERPRETATIONS
1. a) In these Bylaws, unless the context otherwise requires:
i) “Youth District” shall mean the Upper Island Soccer Association;
ii) “Club” shall mean Harbour City Football Club;
iii) “Directors” shall mean the directors of Harbour City Football Club;
iv) “Society Act” shall mean the Society Act of the Province of British Columbia as amended from time to time in force;
v) “Registered Address” of a member shall mean the address as recorded in the register of members;
vi) “Active Member” shall mean an individual which becomes and remains an Active Member in good standing in accordance with these Bylaws. An Active member shall have the right to vote as set out in these Bylaws;
vii) “Youth Club” shall mean an organization operating a minimum of four affiliated youth soccer teams having not less than 44 players and, under the jurisdiction of the Youth District;
viii) “Team” shall mean a soccer team with not less than eleven registered players, (except for mini teams that may not have less than 6 players) plus team officials, whose application for affiliation has been validated by the Registrar or designate for the current playing season;
ix) “Registered Player” shall mean a person whose application for registration with the Club has been validated by the Registrar for the current playing season;
x) “Board” shall mean the Board of Directors of Harbour City Football Club;
xi) “Special Resolution” shall mean a resolution passed in a General
Meeting or Annual General Meeting by a majority of not less than
75% of the in-person votes cast as allowed under these Bylaws;
xii) “Ordinary Resolution” shall mean a resolution passed in a General Meeting or Annual General Meeting by a simple majority of the in-person votes cast as allowed under these Bylaws; and
xiii) “Other Club Participants” shall mean those persons who are members of another club as described in Article 2 – bylaw 1 a) i) and Article 3 – bylaw 7(b) hereof.
b) The definitions in the Society Act on the date these Bylaws become effective apply to these Bylaws, save and except those that are specified herein.
2. Words importing the singular include the plural and vice versa, and words importing a male person include a female person, a corporation, and any other organization or association, whether incorporated or unincorporated, as the context may require.
ARTICLE 3: MEMBERSHIP
1. The members of the Club are the applicants for incorporation of the Club, and individuals who subsequently become members, in accordance with these Bylaws and, in either case, have not ceased to be members in good standing.
2. An individual or Other Club Participants as defined in Article 2 – bylaw 1 a) i) hereof may apply for membership in the Club and upon acceptance by the Club becomes a member.
3. Every member must uphold the Constitution and comply with these Bylaws.
4. There is one class of Membership (Active):
Active Membership shall be open to the following individuals:
a) An adult player, as defined by the age of majority, duly registered with this Club;
b) One parent or legal guardian of a minor aged player(s) duly registered with this Club;
c) Each Director of the Board of Directors of the Club; and
d) Registered Volunteer Head Coach.
5. Membership Fees
The annual Membership fees shall be set by the Board of Directors and ratified by the Membership at a General Meeting of the Club.
6. Approval of New Members
An individual or Other Club Participants as defined herein may be accepted into Active Membership upon:
a) Submitting an application to the Club showing good and sufficient need for such an application and other documentation as required by the Board of Directors.
b) Obtaining the approval of the Club Board of Directors.
7. Membership Renewal
a) Membership shall cease at the end of each playing season (as defined by BCSA).
b) Club Membership shall be renewed by submitting a copy of the applicant's current Constitution and Bylaws, a list of current Officers, and a Financial Statement along with the Membership fees to the Youth District by the date specified by the Club.
c) Individual Membership shall only be renewed by completing the required registration documentation and the payment in full of any and all fees on an annual basis and approval by the Registrar.
8. Rights of Active Members
Active Members shall be accorded the following rights where applicable based on membership type:
a) To be governed in accordance with BCSA and the Club’s published rules;
b) To participate in BCSA sanctioned competitions and tournaments;
c) To participate in BCSA sanctioned programs such as player, coach and referee development;
d) To participate in Club sanctioned programs;
e) To attend and vote, in accordance with the Bylaws, at all General Meetings called by the Club; and
f) To participate in BCSA Insurance Plan.
9. Discipline of a Member
a) A Member may be fined, placed on probation or performance bond, censured, suspended or expelled from Membership for cause after lodgement of a formal complaint that is substantiated at a hearing held in accordance with BCSA’s published rules.
b) The Board of Directors may, with cause, immediately suspend a Member prior to a hearing for extraordinary circumstances.
c) A Member that is suspended loses all rights of Membership until the suspension has been completed.
10. Termination of Membership
Membership in the Club shall be deemed to have been terminated:
a) If the Member submits a signed letter of withdrawal to the Club;
b) If the Member is expelled by the Club; or
c) If the Member fails to renew annual Membership in accordance with the Bylaws.
11. Members Not in Good Standing
The Board of Directors may declare a Member to be not in good standing who has failed to pay the current annual membership fee, or any other subscription or debt due and owing by the Member to the Club or fails to comply with the requirements of these Bylaws. As long as the debt remains unpaid and/or noncompliance remains in effect, the Member is not in good standing and loses all rights of membership.
ARTICLE 4: BOARD OF DIRECTORS
1. The Club shall be governed by a Board of Directors which shall consist of at least 7 but no more than 10 individuals.
a) These individuals shall hold the positions of:
i. President or Chair – 2 year term elected in odd year
ii. Vice-President or Vice-Chair – 2 year term elected in even year
iii. Treasurer – 2 year term elected in even year
iv. Director-At-Large (one or more, up to seven) – 2 year term elected alternatively odd and even.”
b) A Director may hold more than one portfolio.
c) A Director shall be nineteen (19) years of age or older and shall not be an undischarged bankrupt.
d) A Director shall serve for a term of 2 years, or until his or her successor is elected or appointed.
e) Five of the directors shall be elected for a two year term at an Annual General Meeting of the Club in each even numbered calendar year and five of the directors shall be elected for a two year term at an Annual General Meeting of the Club in each odd numbered calendar year. Each director elected for a two-year term will serve a specific officer position:
i. President or Chair – 2 year term elected in odd year
ii. Vice-President or Vice-Chair – 2 year term elected in even year
iii. Registrar – 2 year term elected in odd year
iv. Treasurer – 2 year term elected in even year
v. Director of Health and Safety – 2 year term elected in odd year
vi. Secretary – 2 year term elected in even year
vii. Mini Coordinator – 2 year term elected in odd year
viii. Youth Coordinator – 2 year term elected in even year
ix. Equipment Coordinator – 2 year term elected in odd year
x. Volunteer Coordinator – 2 year term elected in even year
f) The board will form working committees as needed to focus on investigating, researching, managing or executing specific designated
tasks but decision-making powers rest with the full board at all times.
2. A paid employee of the Club or any of its subordinate bodies may not hold a position on the Board of Directors of that Club.
3. Director Vacancy
a) A Director has the right to resign their position by submitting a signed letter of resignation to the Club.
b) A vacancy on the Board of Directors, caused by the removal, resignation, incapacity or death, shall be filled by a majority vote of the Board of Directors. The successor Director shall hold their incumbent's position for the remainder of the term being filled or until the next Annual General Meeting, whichever comes first.
4. Removal of Director
a) No Member of the Board of Directors shall be removed for arbitrary reasons but may be removed if:
i. The Director is unable to perform the duties expected of the position due to, but not limited to, any of the following reasons:
a) If she/he becomes incapable of performing the business of the Club;
b) If she/he is absent from two (2) or more meetings of the Board without satisfactory reason;
c) If she/he is no longer domiciled in British Columbia; or
d) If she/he becomes, or is discovered to be, an undischarged bankrupt.
ii. The Director has compromised the integrity of the Club due to, but not limited to, any of the following reasons:
a) If she/he has been found guilty of an offence under the Harassment Policy of BCSA;
b) If she/he has been found guilty of an offence involving violence under the Discipline Policy of BCSA;
c) If she/he has failed to properly account for monies or other property belonging to the Club;
d) If she/he has been found guilty of a criminal offence regardless of whether or not the offence directly affected the Club; or
e) If she/he has been found guilty of failing to act in accordance with the Conflict of Interest Policy of BCSA.
iii. A Member of the Board of Directors may be suspended for good and sufficient cause provided:
a) The Director is given the opportunity to present evidence in their defense at a hearing of the Board;
b) All Directors including the Director under review are given a minimum of fourteen (14) days’ notice of the hearing; and
c) The decision must be a two-thirds (2/3's) majority vote of the Board of Directors present at the hearing.
iv. A Member of the Board of Directors may be removed for good and sufficient cause provided:
a) The Director is given the opportunity to present evidence in their defense at the next duly constituted General Meeting;
b) All Members will be given a minimum of thirty (30) days’ notice of this agenda item of the General Meeting; and
c) The decision must be a two-thirds (2/3's) majority vote of the Members present at the General Meeting.
6. Conflict of Interest and Standards of Conduct
The Directors shall adhere to the BCSA’s Conflict of Interest Policy.
7. Duties of Board of Directors
a) 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 Bylaws of the Club.
b) The Board of Directors shall be responsible for the appointment and removal of appointments 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 within the Club's operations.
c) The Board of Directors may also revoke, for good and sufficient cause, any volunteer appointment providing that it has provided that volunteer the opportunity to give cause why such revocation should not take place.
8. Duties of Directors
a) President [Chair]
The 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, except any nominations committee; 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. The President has no authority to act unless directed to do so by the Board of Directors.
b) Vice-President [Vice-Chair]
The Vice President shall act in the absence of the President and shall have other powers as assigned by the Board.
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 Financial Report (including budget) to the Annual General Meeting.
The Secretary shall keep a record of all minutes of the organization; keep on file 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 the constitution, published rules and minutes are entered and to have the current record books available at each meeting; to send out to the Membership a notice of each General Meeting; to send out to the board notice of each 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 to preside until the immediate election or appointment of a new presiding officer.
e) Other Director Positions
The duties of other Director Positions shall be determined by the Board of Directors.
9. Nominations and Elections
a) While the Nominating Committee of the Board will actively seek to secure possible candidates with the right mix of skills and experience to fulfill the role of members of the board, nominations for positions on the Board of Directors may be made by any Member at the Annual General Meeting.
b) Nominations and elections for open positions shall be held in the order of the positions listed in the Bylaws.
c) An election may be by acclamation; otherwise it shall be by show of hands unless a member requests a secret ballot. Voting by proxy is not permitted.
d) If no successor is elected at the Annual General Meeting, the person previously elected or appointed continues to hold office unless he refuses to do so – at which case the position becomes vacant.
a. All Directors shall be elected by a majority vote in the following order:
i. President [Chair]
ii. Vice President [Vice Chair]
vi. Directors of Health and Safety
vii. Mini Coordinator
viii. Youth Coordinator
ix. Equipment Coordinator
x. Volunteer Coordinator
10. Authority of President or Chair
a) The President or Chair shall speak on behalf of the Club based on the direction of the Board Directors.
11. A Director of the Club may not hold an elected position, for more than 60 days after election to any other soccer organization Board of Directors.
ARTICLE 5: MEETINGS
1. General Meetings
a) 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 any one or any combination of any one of the following:
i. Regular mail;
iv. Posting of Notice on Club’s Website;
v. Newspaper announcement;
vi. Public notice;
vii. Posting at Club office; or
viii. Any other method determined by the Members.
b) A quorum shall be those present at a duly constituted general meeting of the Club or a minimum of three (3) voting Members, whichever is the greater. Any question shall be decided by a majority of the members present at the meeting and such votes shall be by a show of hands unless a member requests a secret ballot. Voting by proxy is not permitted.
c) In the event a quorum is not achieved at the General Meeting, the meeting will be adjourned for seventy-two (72) hours at which time it will be reconvened with those Members are present.
d) The accidental omission to give notice of such a meeting to, or the no receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.
2. Annual General Meeting
a) The Club shall hold its Annual General Meeting no later than June 30 of each year. The agenda of the Annual General meeting shall include:
i. Roll Call
ii. Credentials Report
iii. Minutes of Previous Annual General Meeting
iv. President's (Chair’s) Address
v. Officers' Reports
vi. Treasurer's Report
vii. Other Reports
viii. Unfinished Business
ix. Amendments to the By-Laws
x. Election of Officers and Directors
xi. Any Other Business
3. Special General Meeting
a) A Special General Meeting of the Club:
i. May be called by the Board by its own motion, or
ii. Shall be called by the Board upon receipt of a written request submitted to the Club by registered mail, certified mail, courier service, hand delivery, or fax, signed by Members representing not less than ten (10%) per cent of the voting membership, setting out the items of business to be conducted at the Special General Meeting.
b) The Special General Meeting shall be held within twenty-one (21) days of receipt of the written request from the Members.
c) Only the business set out in the notice to the Special General Meeting shall be considered.
4. Voting at Annual General Meeting:
a) Each adult player, as defined by the age of majority, shall have one (1) vote;
b) One parent or legal guardian of a minor aged player(s) shall have one (1) vote;
c) Each Director of the Board of Directors of the Club shall have one (1) vote;
d) Registered Volunteer Head Coach; and
e) No Member shall have more than one (1) vote.
5. Board of Directors Meeting:
a) The Board of Directors shall meet at least 10 times per year, upon fourteen (14) days’ notice given by the President (Chair) and/or Secretary, at such place and time as the Board of Directors may determine.
b) 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 of votes where each director is entitled to cast one vote.
ARTICLE 6: 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 7: PROCEDURES GOVERNING MEETINGS
1. All meetings of the Club shall be conducted in person or via video/teleconferencing and in accordance with the most recently published Robert’s Rules of Order except as may be otherwise stipulated in this Bylaw or other rules and Regulations of the Club.
2. If at any time during a general meeting there ceases to be quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.
3. If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be terminated; but in any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting a quorum is not present within 30 minutes from the time appointed for the meeting the members present constitute a quorum.
4. The president of the society, the vice president or in the absence of both, one of the other directors present, shall preside as chairman of an executive board meeting, annual or general meeting.
5. If at a general meeting:
a) There is no president, vice president or other director present within 15 minutes after the time appointed for holding the meeting; or
b) The president and all the other directors present are unwilling to act as chairman, the members present shall choose one of their number to be chairman.
6. A general meeting may be adjourned form time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
7. When a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.
8. Except as provided in this bylaw, it is not necessary to give notice of an adjournment to be transacted at an adjourned general meeting.
ARTICLE 8: BY-LAWS AND AMENDMENTS
1. Bylaw amendments may be proposed by the Board of Directors, or submitted by a
Member to the Club in writing at least forty-five (45) days prior to a General
Meeting of the Club; and approved by a seventy-five (75%) percent vote of the Membership voting in person at a meeting of the Club duly called for that purpose.
2. All Members entitled to vote shall be notified of the proposed Bylaw amendments referred to in subparagraph (1). Such notification shall be made a minimum of fourteen (14) days prior to the meeting called for that purpose.
3. Changes or amendments to the constitution or bylaws may be effected at the annual general meeting upon the affirmative vote of three-quarters (3/4) of the voting members in attendance at the meeting.
ARTICLE 9: RULES AND REGULATIONS
1. The Club shall have Rules and Regulations for the operation and administration of the game of soccer within the Club.
2. 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. If the Rules and Regulations are amended by the Board of Directors the amendment shall be presented for ratification at the next Annual General Meeting or a Special General Meeting called for that purpose. If the amendment is not ratified, it is of no effect and the previous Rules and Regulations are then in effect.
ARTICLE 10: 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 in event of their own respective wilful neglect or default.
ARTICLE 11: FINANCE
1) The accounts of the Club shall be reviewed annually by a Certified General Accountant.
2) The review shall be presented at the Annual General Meeting for adoption.
3) Subject to the Society Act, the Board of Directors, in conducting the business of the Club, may not borrow upon the credit of the Club without seeking the prior approval of the membership.
4) The signing officers shall be a minimum of two (2) Directors.
5) The fiscal year of the Club shall end on March 31.
ARTICLE 12: DISPUTE RESOLUTION
1. The Club shall adhere to the Dispute Resolution process as published and approved by BCSA from time to time.
2. Any member of the Club may initiate the Dispute Resolution process by communicating in writing to BCSA, with a copy to the Club, the nature and facts of the dispute. BCSA, at its discretion, may proceed with the Dispute Resolution process by assigning one or more neutral persons to the dispute.
3. The Dispute Resolution process shall not to be used for game discipline, as game discipline follows the normal discipline and appeals process.
4. The Club shall make available to any member a copy of the Dispute Resolution process when requested.
5. The Member shall utilize all appeal and dispute resolution mechanism prior to civil litigation.
ARTICLE 13: HARASSMENT AND PRIVACY POLICIES
1. The Club shall maintain Harassment and Privacy Policies that are consistent with the published and approved policies of the BCSA.
2. The Harassment and Privacy Policies shall apply to all employees, directors, officers, volunteers, team officials, game officials, administrators, players, members and registrants of the Club.
3. 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.
ARTICLE 14: APPEALS
1. Any registrant or registered organization directly affected by a decision of the Club may appeal such decision.
2. The denial or termination of membership in the Club may be appealed by a nonregistered individual or organization.
3. A decision of the Club may be appealed to BCSA. The appeal shall be conducted in accordance with BCSA's published rules.
4. 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.
5. An individual shall not appeal a decision made by the Club regarding a player's team assignment on any Club, District, or Regional team.
ARTICLE 15: DEFINITIONS/TERMINOLOGY
Terminology used in this Bylaw shall have the same meaning as used by BCSA in its letters patent, Bylaws and published rules.
Harbour City FC
2300 Bowen Road