Constitution

CONSTITUTION

(Passed at Annual General Meeting held on January 22, 2012)

ARTICLE I - NAME

1.1 This organization shall be known as THE ERIN MILLS SOCCER CLUB (hereinafter referred to as the Club) functioning under the authority of THE PEEL-HALTON SOCCER ASSOCIATION (the “PHSA”), the ONTARIO SOCCER ASSOCIATION (the “OSA”) and the CANADIAN SOCCER ASSOCIATION (“CSA”).

1.2 Representative, Academy, Select, and All Star teams may list themselves under the team name of "Erin Mills Eagles" and wear a crest accordingly, as designed and approved by the Board of Directors.

ARTICLE IA - CLUB COLOURS & LOGO

1A.1 The official Club colours, to be worn by all Erin Mills Soccer Club Representative, Academy, Select and All Star teams are Green and White. Other colours may appear, at the discretion of the Board of Directors, but they must not be the dominant colour.

1A.2 Official Representative, Academy, Select and All Star team uniforms will be supplied by the Club and must be the only uniform worn by Club teams, unless special dispensation is given to a team in writing by the Board of Directors.

1A.3 The official Club logo, to be worn by all Club teams shall be in a form approved by the Board of Directors, from time to time, which shall include but shall not be limited to the Club Colours and which may include a depiction of the Erin Mills Eagle.

ARTICLE II –MISSION STATEMENT& AIMS AND OBJECTIVES

2.1 The Club has been established to implement the following mission: “To develop, teach and promote Amateur and Professional soccer to all ages, in a safe and healthy environment. Integrated in this is the building of self-esteem, self-confidence, team work, respect for self and others, and the inherent benefits of physical exercise.”

2.2 To achieve this Mission Statement, the aims and objectives of the Club are as follows:

a) To develop community spirit and encourage sportsmanship and good fellowship among all participants to the betterment of their physical and social well-being.

b) To develop, organize and control the Club’s House League and District League team competition throughout the Area of Operation. The maximum of playing accommodation and financial resources are to be administered by elected un-paid volunteers. Referees and coaches hired by the Club to provide services and programs shall be the only Club officials to receive financial remuneration from the Club. To sponsor and promote such athletic, social, and other activities as may contribute to the finances of the Club.

c) To ensure that the Finances of the Club resulting from the collection of Registration Fees, sponsorships, grants and other revenue sources, are sufficient to cover and pay for the operating expenses of the Club as are required to provide the programs and services offered to the Club’s members. The funding for special projects, other than those necessary to ensure the Club's self sufficiency, shall not be assessed as a mandatory part of, or supplement to, the general registration fees.

ARTICLE III - AFFILIATION

3.1 The Club shall function as an independent not-for profit organization under the authority of the PHSA, the OSA, and the CSA.

3.2 The Club shall follow the published rules of the CSA, the OSA, the PHSA and its own rules and regulations in declining order of authority (the “Rules and Regulations”).

3.3 The Club shall also be an affiliate to the City of Mississauga through the Recreation and Parks Department.

3.4 The Club shall be entitled to enter into affiliation agreements with professional soccer clubs in accordance with the published rules of the OSA, as approved by the Board of Directors.

3.5 The Club shall be permitted to participate in inter-club games within Peel-Halton, the South Region Soccer League, and all other leagues sanctioned by the OSA as may be authorized by the Board of Directors.

ARTICLE IV - AREA OF OPERATION

4.1 The boundaries of the Club shall be as follows: Britannia Road west of Erin Mills Parkway to the Milton/Oakville/Mississauga Border - South to Dundas Street - East to the Credit River - North to Eglington Avenue - West to Erin Mills Parkway - North to Britannia Road.

4.2 Notwithstanding the foregoing, the geographic boundaries described in Article 4.1 above shall not preclude the Club, its teams, players and members from conducting training, or playing indoor soccer games, tournaments, or participating in leagues, or renting space at indoor soccer facilities that are located outside of the Club’s boundaries.

4.3 Nothing herein shall limit, restrict or prevent the Club from abiding by the terms of any current or future affiliation agreement between the Club and the City of Mississauga that requires the Club to offer programs and services to all residents of the City of Mississauga whether or not they reside within the boundaries of the Club.

ARTICLE V- MEMBERSHIP RIGHTS

5.1 A member of the Erin Mills Soccer Club is a person who submits an application form to the Club together with all other required forms and membership fees, as applicable, who is duly registered with the Club on or before October 31st of the current year, who agrees to abide by the Rules and Regulations of the Club and its affiliated organization and includes the following persons:

(a) an executive officer or director of the Board of Directors;

(b) an individual appointed to coach one or more House League, All-Star, Select, Academy or Rep teams within the Club;

(c) a manager appointed to manage one or more House League, All-Star, Select, Academy or Rep teams within the Club;

(d) a trainer who is registered as such in connection with an All-Star, Select, Academy or Rep team within the Club;

(e) a convenor or volunteer appointed by a member of the Board of Directors or registered with the Secretary of the Club as such;

(f) a senior referee, eighteen years of age or older, who is a member of the Mississauga Referees Association and who is registered with the Secretary of the Erin Mills Soccer Club;

(g) a parent or legal guardian of a minor player currently registered with the Club;

(h) any player who is eighteen years of age or older on or before October 31st of the Club’s current fiscal year; or

(i) a non-voting honorary member or life member as may be designated by the Board of Directors from time to time based upon past service to the Club.

5.2 Members shall pay such annual membership, registration, and program fees or dues as a determined by the Board of Directors from time to time and shall be paid as follows:

(a) Registered Members shall pay the membership, registration, and program fees or dues to the Treasurer of the Club, except as otherwise directed by the Club, for the programs in respect of which the Member or their children or legal wards are Participants;

(b) Life Members shall be granted the title of Life Member by resolution of the Board and no membership fees shall be payable in respect of any Life Membership; and

(c) Honorary Members shall be appointed annually by the Board and no membership fees shall be payable in respect of any Honorary Membership.

5.3 Members of the Club shall have the following rights:

(a) the right to attend any annual or special general meeting of the membership of the Erin Mills Soccer Club, and to speak and propose motions, to nominate candidates, or be nominated as a candidate for any Director or Executive position, to vote on motions, resolutions, or election of Directors or officers (if eligible to vote), and to review all Minutes of any Meeting of the Club;

(b) to make a deputation to the Board of Directors concerning an issue that affects the Member or a related player, provided that:

(i) the Member submits a written request that describes the nature of the deputation;

(ii) this request is delivered to the Club to the attention of the Secretary not less than one (1) week prior to the meeting;

(iii) the Secretary, in consultation with the Chairperson, determines that the request for a deputation is reasonable and that the issue cannot be resolved through alternative means; and

(iv) the deputation shall not exceed ten (10) minutes except with the permission of the Chairperson.

(c) to attend any meeting of any Committee of the Club upon the invitation or with the permission of the Committee Chairperson;

(d) the right to be governed according to the Rules and Regulations of the OSA, the PHSA and the Erin Mills Soccer Club, in declining order of authority;

(e) the right to participate in all club programs and activities and all player development programs organized or sponsored by the Club, provided that any applicable fees are paid, any application forms are completed and submitted to the Club, and that any other bona fide requirements or qualifications are satisfied; and

(f) the right to participate in the OSA insurance plan.

5.4 Voting Eligibility:

Members who are eligible to vote must be:

(a) eighteen (18) years of age or older on or before December 31st of the preceding calendar year;

(b) members in good standing on or before December 31st of the preceding calendar year; and

(c) the parent of one or more minor children who are duly registered as a player in any soccer program organized and operated by or under the authority of the Erin Mills Soccer Club.

5.5 Voting Rights:

(a) Members are entitled to one vote per member.

(b) If the registered player is a minor, then one parent or legal guardian of the player shall be entitled to one vote at any general meeting of the membership of the Club.

(c) If more than one parent or legal guardian attends the Annual General Meeting or any other General Meeting of the Club, then only one parent or legal guardian shall be entitled to vote.

(d) In the event of any dispute concerning eligibility to vote, voting rights, or the allocation of votes between parents or legal guardians of minor players such dispute shall be determined by the Secretary of the Club who shall determine who is entitled to vote based on who completed the player registration form and any such determination shall be considered valid and binding upon all affected persons.

(e) Members may only vote at any general or special meeting of Members by being present in person and not by proxy.

5.6 Non-Voting Members:

Non-Voting Members shall consist of the following persons:

(a) Life Members: persons who have been granted this title in recognition of their contribution to and promotion of the sport of soccer in Erin Mills;

(b) Honorary Members: persons or sponsors who have been granted this title in recognition of their financial contribution to the Club;

5.7 Conditions of Membership:

The following conditions shall apply to all Members of the Erin Mills Soccer Club:

(a) each Member shall be deemed to have agreed to abide by the provisions of the Constitution, By-Laws, Rules & Regulations, and Policies and Procedures of the Erin Mills Soccer Club;

(b) to pay any applicable registration fees, program fees or membership fees or dues on the due dates established by the Board of Directors; and

(c) if a Member fails to pay or induces any other member(s) to fail to pay any registration fees, program fees or membership fees or dues in full when due or fails to comply with or induces other member(s) to fail to comply with the Constitution, By-Laws, Rules & Regulations, and Policies and Procedures of the Erin Mills Soccer Club, the Board may, at its discretion and subject to such terms and conditions as it deems appropriate

(i) suspend the voting rights or other privileges of such Member; or

(ii) impose such further or other penalty, including fines, as the Board my determine.

(d) Membership is not transferable and a Member may terminate or withdraw their membership by submitting their resignation to the Board. The Board may withhold acceptance of any such resignation until any indebtedness owed to the Club and all funds or property in the possession or control of the Member have been returned to the Club.

5.8 Discipline of a Member:

(a) Suspension or Expulsion:

The Club may suspend or expel any Member who fail to comply with the Constitution, By-Laws, Rules & Regulations, and Policies and Procedures of the Erin Mills Soccer Club or if their conduct is considered prejudicial to the Club or brings the Club into disrepute. Any Member who may be suspended or expelled must first be given written notice by registered mail to present themselves to the Club’s Disciplinary Committee to respond to any such allegations. Such notice shall state the time and place of the hearing, the reasons for the hearing such that the Member can respond to the allegations, and advise the Member of their right to representation and their rights of appeal. In the event that the Member is suspended or expelled by the Disciplinary Committee, then within Ten days following receipt of the final Determination of the Discipline Committee they are entitled to send a notice of appeal to the President of the Club who shall hear and determine whether to revoke or enforce any such suspension or expulsion on such terms and conditions as the President may determine not more than ten days after receiving the notice of appeal. The Member shall be entitled to request that the matter be resolved pursuant to the OSA’s Dispute Resolution Process at any time.

(b) Discipline Committee / Harassment Policy:

A Member and/ or a minor player may also be subject to discipline by the Club’s Disciplinary Committee or by the Harassment Officer (as the case may be) if they fail to comply with the Constitution, By-Laws, Rules & Regulations, and Policies and Procedures of the Erin Mills Soccer Club. In the event of any such conduct, Members may be sanctioned by the Club by verbal or written warning, suspension of membership rights, suspension of duties, or revocation of membership. Any discipline may only be imposed after a signed written complaint has been filed with the Club in accordance with the rules, regulations and policies of the Club and a hearing or review procedure has been held on prior written notice to the affected Member and/ or minor player in accordance with the Rules and Regulations of the Club and its governing organizations. A Member and/ or a minor player whose membership rights are suspended, shall lose all membership rights until the suspension has expired or been removed.

(c) Notwithstanding any of the foregoing, a Member may only 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.

5.9 Termination of Membership:

Membership in the Erin Mills Soccer Club shall be deemed to have terminated in the following circumstances:

(a) the Member submits a letter of resignation or withdrawal from the Club;

(b) the Member is expelled by the Club; or

(c) the Member fails to renew their membership in accordance with Section 5.1 hereof. Termination of Membership may be challenged through the OSA Dispute Resolution process.

5.10 Dispute Resolution:

The Erin Mills Soccer Club shall adhere to the OSA’s published Dispute Resolution process and make this process available to any Member, upon written request

5.11 Appeals:

a) The Club shall adhere to the Appeal Process as published and approved by The OSA from time to time and shall make available to any Member the OSA's Appeal process when requested.

b) 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 in the Club may be appealed by a non-Member.

c) 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.

d) An individual shall not appeal a decision made by the Board of Directors regarding the appointment, non-appointment, re-appointment or revocation of an appointment of an individual to any coach or administrator position within the Club's operations, except where the selection, appointment and revocation process outlined in the Club's published rules has not been followed.

e) An individual shall not appeal a decision made by the Club regarding a player's team assignment.

ARTICLE VI- MANAGEMENT

6.1 The management and administration of the affairs of the Club shall be vested in the Board of Directors as elected or appointed with full power to exercise the authority it deems necessary within the scope of the Constitution and By-Laws.

6.2 All financial business shall be processed through the Club Treasurer, including all grants or levies, fees, charges, expenses, allowances, purchases, the acquisition, maintenance and management of equipment or any such related business.

6.3 The Board of Directors may approve and publish such rules, regulations, policies and procedures as they deem necessary and desirable to promote and develop the game of soccer within the Club and to govern and manage the business and affairs of the Erin Mills Soccer Club for the benefit of its Members.

6.4 No such rules, regulations, policies and procedures may violate an individual’s right or freedom except as may be deemed necessary for the overall benefit of all Members, nor shall any such rules, regulations, policies and procedures be inconsistent with the Constitution or By-laws of the Erin Mills Soccer Club or the Rules and Regulations of any of its governing organizations.

6.5 The development of new policies and procedures or amendment of any existing policies and procedures may be made by majority vote of the Board of Directors at a Directors Meeting.

6.6 Amendments to the Rules and Regulations of the Club may be made by a majority vote at a Board of Directors Meeting or by the Members at a General Meeting. Any change in the Rules & Regulations shall only be effective if they are made not less than Thirty (30) days prior to the commencement of the following outdoor season. 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 shall continue in effect as if they had not been modified or amended.

6.7 The Erin Mills Soccer Club shall adhere to its Harassment Policy and to the Harassment Policy of the OSA. The Harassment Policies of the EMSC and the OSA shall apply to all Officers, Directors, employees, volunteers, coaches, managers, game officials, administrators, players, and Members of the Erin Mills Soccer Club.

ARTICLE VII - BOARD OF DIRECTORS

7.1 Club Officers:

The Board of Directors of the Club (hereafter referred to as either the "Board" or the "Directors") will be composed of such persons duly elected as Directors by the Membership of the Club to the following positions, forming the main governing body of the Club:

(1) President

(2) Senior Vice President

(3) Treasurer

(4) Secretary-Registrar

(5) Vice President, Boys – Competitive

(6) Vice President, Girls - Competitive

(7) Vice-President, Boys, House League

(8) Vice-President, Girls, House League

(9) Vice-President, Marketing & Communications

(10) Vice President, Sponsorship

(11) Director at Large (appointment)

“President” will act as the Chairperson of the Board of Directors and the Executive Committee and will perform such duties and responsibilities and discharge such powers as are provided for in this Constitution and in the By-Laws of the Club.

"Senior Vice President” will have primary authority for all matters pertaining to the Erin Mills

Soccer Club House League program, including the Club`s All-Star program and all other House League Vice-Presidents will report to the Senior Vice President in respect of operational issues only.

“Treasurer” will serve on the Executive Committee, will have primary responsibilities for the financial affairs of the Club and will discharge and perform such duties and responsibilities and discharge such powers as are provided for in this Constitution and in the By-Laws of the Club.

"Secretary-Registrar" will hereinafter be referred to as "Secretary", will serve on the Executive Committee, will have primary responsibilities for the registration of members and the recording the Minutes of the Board of Directors and will discharge and perform such duties and responsibilities and discharge such powers as are provided for in this Constitution and in the By- Laws of the Club;

“Vice President, Boys Competitive” and “Vice President, Girls Competitive” will have primary responsibilities for all matters pertaining to the Erin Mills Soccer Club competitive boys and girls programs, including Rep, Select, and Academy programs.

“Vice President, Boys - House League” and “Vice President, Girls – House League” will have primary responsibilities for all matters pertaining to the Erin Mills Soccer Club boys and girls programs in the Club`s House League, including the Club’s All-Star program.

“Vice President, Sponsorship” will have primary responsibilities for all matters pertaining to the sponsorship of the Erin Mills Soccer Club and its affiliated corporations.

"Vice President, Marketing & Communication” will have primary responsibilities for all matters pertaining to marketing and communications concerning the Erin Mills Soccer Club.

7.2 Tenure of Officers & Directors:

The tenure of each position on the Board of Directors shall be declared vacant every three years and directors shall be elected for a three year term.

a) The Senior Vice-President, the Secretary-Registrar; and the Vice-President Girls, House League, shall be elected in the first year of the rotation;

b) The President, the Vice President, Boys – Competitive, and the Vice President Boys, House League, shall be elected in the second year of the rotation;

c) The Treasurer, the Vice President, Girls Competitive, the Vice President, and Vice President, Sponsorship, and the Vice President, Marketing & Communication shall be elected in the third year of the rotation;

d) The Director-at–Large may be appointed by the Board of Directors for a maximum term of two years with such mandate and duties as may be determined by the Board of Directors from time to time,”

7.3 Directors:

The following positions shall also be elected by the membership at the Annual General Meeting of the Club for two year terms commencing on the years indicated opposite their respective position:

Position: Election Year:

1. Director, Mini Players (4-7) Elected on Odd Numbered Years

2. Director, Minor Players, (8-11) Elected on Odd Numbered Years

3. Director, Major Players, (12-18) Elected on Even Numbered Years

4. Director, Seniors Elected on Even Numbered Years

5. Director, IT Systems Elected on Even Numbered Years

The foregoing persons shall be voting members of the Operations Committee or the Competitive Programs Committee, as the case may be, but shall not be members of the Board of Directors. Directors shall be authorized to appoint coaches and convenors within the scope of their area of responsibility subject only to the approval of the Board of Directors and their respective Vice-Presidents, as the case may be.

7.4 Removal of Director (Operations Committee):

7.4.1 If any director on the Operating Committee fails to attend three consecutive meetings, without an acceptable reason, the remaining members of the Operations Committee, can vote to remove that individual from the Operations Committee and recommend a replacement director to the Board of Directors to hold office until the next Annual General Meeting.

7.4.2 If in the opinion of a majority of the Operations Committee, a director on the Operations Committee does not adequately carry out his/her assigned duties and responsibilities, due to, but not limited to, any of the following reasons:

(a) if they have failed to substantially perform their duties in accordance with the job description approved by the Board of Directors;

(b) if they have been determined to be in breach of the Harassment Policy of the Club or any of its Affiliated Organizations;

(c) if they have been found guilty of an offence involving violence pursuant to the Discipline Policy of the OSA;

(d) if they have failed to properly account for monies or other property belonging to the Club;

(e) if they have been found guilty of a criminal offence regardless of whether or not the offence directly affects the Club; or

(f) if they have failed to act in accordance with the Club’s Conflict of Interest Policy; the remaining directors may, provided notice has been given to remove the director to all directors, vote to remove that director from the Operations Committee for the Club and recommend a replacement director to the Board of Directors to hold office until the next Annual General Meeting. The election may be by a show of hands unless a ballot is demanded by any member of the Operations Committee.

7.4.3 Vacancies on the Operations Committee, however caused, be filled by a resolution passed by a majority of the Board of Directors from among the qualified members of the Club, if they shall see fit to do so, otherwise such vacancy shall be filled at the next Annual Meeting of the members at which the directors for the ensuing year are elected.

7.5 Consecutive Terms:

There shall be no restriction on consecutive terms in respect of any officer or director position on the Board of Directors or in respect of any elected Director of a Committee of the Club.

7.6 Conflicts of Interest:

All members of the Board of Directors, all staff, and all coaches, managers, trainers, or volunteers of the Club shall comply with the Conflict of Interest Policy of the Erin Mills Soccer Club and the OSA.

7.7 Indemnity of Officers & Directors:

Every Officer and Director of the Erin Mills Soccer Club, their heirs, executors, administrators, legal representatives, successors and assigns respectively shall be indemnified and saved harmless at all times by the Erin Mills Soccer Club against all costs, losses, expenses incurred by them respectively in connection with the discharge of their duties and obligations for and on behalf of the Club, except to the extent that they have been caused as a result of their own gross negligence or wilful misconduct. and provided that they have not acted contrary to the terms of the Club’s Constitution and By-Laws.

ARTICLE VIII- DUTIES OF OFFICERS

8.1 The duties and responsibilities of Executive Officers are set forth in this Constitution and the By-Laws of the Club.

8.2 The duties and responsibilities of all elected positions on the Board of Directors or any elected position on any Committee established by the Board of Directors shall be defined in a Job Description maintained by the Board of Directors.

8.3 The duties and responsibilities of the Executive Officers and other officers of the Club may be modified by the Board of Directors, from time to time, to reflect the changing needs and requirements of the Club. Any change in Job Description, must be voted on and passed by at least two-thirds (2/3) of the members of the Board of Directors.

8.4 The responsibilities of the Vice President, Boys - Competitive and the Vice President, Girls – Competitive shall include, as the case may be, serving as convenors and liaison persons for the South Region Soccer League and any other Leagues as may be approved by the Board of Directors.

8.5 The President, Senior Vice President, Secretary-Registrar, the Treasurer, and the Vice President, Boys – Competitive or the Vice President, Girls – Competitive, with the greater seniority on the Board of Directors shall form the Executive Committee of the Club (the “Executive Committee”) and shall be the Executive Officers of the Club. The President shall act as the Chairperson of the Executive Committee and the other members shall report to the President in connection with their respective duties and responsibilities within the Club. The Executive Committee shall have the power and authority to manage and administer the business and affairs of the Club, on behalf of the Board of Directors, in between meetings of the Board of Directors, as may be required from time to time, in the ordinary course of business and subject to the limitations and restrictions contained in this Constitution and the By-Laws of the Club.

8.6 The President, or his nominee, shall serve as a representative of the Erin Mills Soccer Club as a Member Club with the Peel Halton Soccer Association.

ARTICLE IX – THE ANNUAL GENERAL MEETING

9.1 The Annual General Meeting of the Club shall be held within 120 days following the end of the Club’s fiscal year on October 31st of each year, or such other date as may be approved by the Board of Directors;

9.2 The Board of Directors shall schedule the Annual General Meeting and issue a Notice of the Annual General Meeting to all Club Members at least thirty (30) days prior to the scheduled date of the meeting. Notice of the Annual General Meeting shall indicated the date, time and location of the Meeting as determined by the Board. Notice shall be made not less than thirty (30) days and not more than sixty (60) days before the Meeting by including the Notice on the Club’s Web-site, including the Notice in the Club’s Newsletter, posting the Notice on the door of the Clubhouse, and publishing the Notice in the largest circulation community newspaper in the Erin Mills area.

9.3 The Constitution, Bylaws, Rules & Regulations of the Erin Mills Soccer Club may be amended at the Annual General Meeting or at any General Meeting of the members duly called as per Article 9.

9.4 The Board of Directors shall appoint a sub-committee to study, develop and properly prepare, not less than sixty days in advance, all amendments for presentation to the Annual General Meeting. The Club Secretary must be a member of the Committee.

9.5 The order of business at the Annual General Meeting, where applicable, shall be as follows:

1. Call the Meeting to Order

2. Confirm the Notice of the Meeting and Appoint a Recording Secretary

3. Confirm the Number of Voting & Non-Voting Members Present, the Number of Eligible Votes and Quorum

4. Welcome of Guests, Life Members, Honorary Members, & Affiliated Organization Representatives

5. Approval of the Agenda

6. Reading & Approval of Minutes

7. Business arising from Minutes

8. Correspondence

9. President's Address

10. Treasurer's Report

11. Directors Reports

12. Old Business

13. Amendments to Constitution (If applicable)

14. Report of Nominating Committee

15. Election of Executive/ Directors (New)

16. Appointment of Auditors

17. Notice of Motions

18. New Business

19. Adjournment of Annual General Meeting

9.6 Roberts' Rules of Order will prevail at the Annual General Meeting. The Order of Business may be varied at any meeting by a two-thirds (2/3) vote of the Members present and eligible to vote.

9.7 Twenty five voting Members or 25% of the voting Membership, whichever is less, 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 Constitution or by the By-Laws of the Club.

9.8 The Secretary shall record the names of all Members attending a General Meeting of the Membership and the number of votes that any Member is entitled to vote as set forth in Article V above.

9.9 Any Member in Good Standing may speak to any matter referred to in the Order of Business or may propose a motion for consideration by the General Membership.

9.10 The outgoing President shall be responsible for calling the first meeting of the new Board of Directors following the Annual General Meeting.

9.11 Voting for Executive/ Director positions at the Annual General Meeting shall be by secret ballot.

9.12 Members of the Board of Directors may vote at all Erin Mills Soccer Club Meetings.

9.13 All Members as defined above may vote at an Annual, General or Special Meetings of the Erin Mills Soccer Club subject to the restrictions and limitations set forth above in Sections 5.4 and 5.5 of Article V.

9.14 Appoint of Auditor:

(a) A qualified and licensed public accountant shall be appointed as the Auditor of the Club by the eligible Voting Members of the Club to report to the Members at the next Annual General Meeting. The Auditor shall not be a director, officer or employee of the Club or any affiliated Club, or a partner, employer or employee of any such director, officer or employee;

(b) The Auditor will hold office until the next Annual Meeting. If an Auditor is not appointed, the Auditor in office will continue in office until a successor is appointed;

(c) The Members may, by special resolution passed by at least two-thirds of the votes cast at a general meeting of which proper notice has been provided, remove any Auditor before the expiration of the Auditor’s term of office;

(d) The Auditor shall conduct an audit of the books and accounting records of the Club as defined by the Canadian Institute of Chartered Accountants, and shall prepare audited financial statements for approval by the Board of Directors within Sixty (60) days following the end of the Club’s fiscal year.

(e) The audited financial statements shall be presented to the Members of the Club at each Annual General Meeting and shall fairly present the financial position of the Club and the results of its operations for the fiscal year under review in accordance with generally accepted account principles; and

(f) The Auditor’s report will be open for inspection by any member of the Club.

ARTICLE X - SPECIAL GENERAL MEETINGS

10.1 Special General Meetings of the Membership of the Club may be held in accordance with the following terms and conditions:

(a) A Special General Meeting may be called by resolution of the Board of Directors or at the request of two-thirds of Voting Members in good standing.

(b) Notice of such meeting must be given by the Board of Directors to the membership of the Club in the same manner as notice for the Annual General Meeting save and except that such notice shall be issued not less than ten (10) business days prior to the Meeting.

(c) Notice of a Special General Meeting shall indicate the date, time and location of the meeting and the purpose and objectives for which the Special General Meeting was called, including sufficient information to allow a Member to make a reasoned decision whether to attend the Meeting.

(d) Quorum for a Special General Meeting shall be not less than twenty-five (25) Members entitled to vote at a general meeting of the Club.

(e) Voting Rights for a Special General Meeting shall be the same as provided in Article V hereof.

(f) Members must be in good standing and present in person to be eligible to vote and no Members shall be entitled to vote by proxy at a Special General Meeting of the Club.

ARTICLE XI - GENERAL

11.1 Nominations Officer:

The "outgoing" Board of Directors shall be responsible for appointing a Nominations Officer whose duties shall include:

(a) To post a list of all vacancies on the Board of Directors on the Club’s web-site at least (60) days prior to the Annual General Meeting, to notify members of the name of any vacant position, the name of the incumbent, the name of the Club’s Nominations Officer, the process for nominating a candidate, and the deadline for submitting nominations.

(b) To receive written nominations for any vacancies in the Club’s Board of Directors for the following year, no later than thirty-five (35) days prior to the Annual General Meeting.

(c) To verify the acceptance of these nominees.

(d) To prepare a list of all nominees for positions in the "incoming" Board of Directors.

(e) To post the list of nominees for vacant positions on the Board of Directors on the Club’s Web-site thirty (30) days prior to the Annual General Meeting and to provide the list of nominees to the Membership at the Annual General Meeting of the Club.

(f) If no nominations are received by the Nominations Officer during the period provided above, then nominations may be accepted from the floor during the Annual General Meeting of the Club.

11.2 Members seeking to be elected to the Board of Directors of the Club must satisfy the requirements of Section 4.3 of the By-Laws, must agree upon election to sign a contract concerning the duties and obligations of their office or position with the Club, and must submit the following documents to the Nominations Committee prior to the designated nominations deadline:

(a) a duly completed nomination form;

(b) a duly executed consent form;

(c) a soccer resume; and

(d) a brief description of the reasons why the member is seeking election. The information provided by the nominee shall be posted on the Club’s web-site for the benefit of the Club’s members.

11.3 Officer & Director Qualifications:

Candidates for election as Officers and Directors of the Club shall meet the following criteria:

President - Shall have been a member of the Board of Directors of the Club for at least two years or have had equivalent soccer experience, preferably within the previous two years.

Senior Vice President - Shall have been a coach, convenor, team manager, or director on the Operations Committee or member of the Board of Directors for at least two years or have had equivalent soccer experience, preferably within the previous two years.

Secretary-Registrar Shall have been a member of the Board of Directors of the Club for at least two years or have had equivalent soccer experience, preferably within the previous two years.

Treasurer - Shall have finance/accounting experience preferably gained through practical work in a finance/accounting role and shall have been a member of the Club for at least two years

V.P. Boys/ Girls Competitive - Shall have a least a Level III Community Coach Certificate and shall have been a competitive coach or manager for the Club for at least two years or have equivalent experience with a registered Club, League or District Association, preferably within the previous two years.

V.P. Boys / Girls House League and V.P. All-Star/ Select - Shall have been a House League coach, convenor, or director on the Operations Committee for at least one year or have had equivalent soccer experience, preferably within the previous two years.

V.P. Marketing & Communication - Shall have sales and/or marketing experience preferably gained through practical work in a sales/ marketing role in the business community and shall have been a member of the Club for at least one year.

V.P. Sponsorship – Shall have fundraising and sponsorship experience preferably through practical work in a corporate or community program and shall have been a member of the Club for at least one year.

Director at Large - As determined by the Board of Directors

11.4 Waiver:

If no qualified member has been nominated for election to a specific position on the Board of Directors prior to the expiry of the Nomination Period as set forth in Article 11.1 (b) of the Constitution, then the voting members of the Club present in person at an Annual General Meeting or Special General Meeting of the Club, called for that purpose, may, if they so choose, propose and pass a motion to waive the minimum requirements described in section 11.3 above by a 2/3 majority vote of all eligible voting members present and voting.

11.5 Attendance at AGM:

Members who are nominated for a position on the Board of Directors or the Operations Committee must be present in person at the Annual General Meeting or written notice that you will not attend the Meeting must be delivered to the Club’s Secretary not less than two weeks prior to the Annual General Meeting.

11.6 Committees:

The Board of Directors shall have the power and authority to appoint such other Committees as its considers necessary or desirable to respond to and address the needs and requirements of the Erin Mills Soccer Club and the purpose, structure and mandate of any such Committees shall be as determined within the sole discretion of the Board. Unless otherwise provided, quorum for any Committee established by the Board shall be a majority of the Committee Members present and Minutes of any Committee Meeting shall be presented by the Chairperson of the Committee to the next meeting of the Board of Directors. Any Committee or Standing Committee established by the Board of Directors or required pursuant to this Constitution, shall only have the power and authority to address such issues as are set forth as their mandate established by the Board of Directors or set forth in this Constitution, and any finding or recommendations made by any such Committee or Standing Committee are not binding upon the Board of Directors.

ARTICLE XII - CLUB FINANCES

12.1 The Board of Directors shall appoint, within thirty (30) days of the Annual General Meeting, a Finance Committee, with the Treasurer of the Erin Mills Soccer Club automatically appointed as Chairperson of this body.

12.2 It shall be the responsibility of the "Finance Committee" to prepare an Operating Budget for all the Erin Mills Soccer Club revenues and expenditure for the coming season.

12.3 It shall be the responsibility of the "Finance Committee" to prepare the budget to meeting with the approval of the Board of Directors of the Erin Mills Soccer Club no later than the 31st of October of the current season for the upcoming outdoor season.

12.4 In the event that expenditures will exceed the value of the approved budget items by the lesser of 10% or $10,000.00, commitment for the purchase of such items must be with the prior approval of the Board of the Erin Mills Soccer Club.

12.5 Fundraising special projects by any group within the Club shall only be permitted with the prior written approval of the Vice President, Marketing & Communication. The Club shall be entitled to receive payment of any licence fees from any member of the Club, as may be established by the Board of Directors, in connection with the marketing, sale or distribution of any merchandise bearing the official name or logo of the Erin Mills Soccer Club. Prior written approval for any such merchandising program must be obtained from the Vice President, Marketing & Communication. No member shall market, sell, or distribute any merchandise bearing any name or logo that is similar or confusingly similar to the Club`s name or logo.

12.6 The signing powers for payment of all Club expenses are vested in any two members of the Executive Committee as described in Article XIII above.

ARTICLE XIII - CONFLICTS

13.1 Conflicts shall be resolved in accordance with the Constitution, the By-Laws, the Rules & Regulations of the Club.

ARTICLE XIV- OFFICE ADMINISTRATION

14.1 The President and Executive Committee shall hire or appoint such persons as they consider necessary to administer the business, affairs and operations of the Club on a daily basis, such persons and positions shall be determined in the sole discretion of the President and Executive Committee, and may, but are not required to include, a business manager, an accounting manager, a head coach or technical director, an office secretarial assistant, and part-time staff.

14.2 The duties and responsibilities of any staff persons hired by the Club shall be determined by the Executive Committee and approved by the Board of Directors.

14.3 The President and Executive Committee shall perform periodic written evaluations concerning the performance of all employees of the Club and make recommendations to the Board of Directors concerning the remuneration of any such staff.

14.4 The President shall be authorized to appoint SECRETARIAL/ADMINISTRATIVE Staff to ensure the day-to-day operations of the Club and access and information for all members.

14.5 The President and Executive Committee shall address any and all human resource issues pertaining to the employees of the Club, except as such duties are otherwise delegated to the business manager or such other person or manager employed by the Club.

ARTICLE XV– AMENDMENTS TO CONSTITUTION OR BY-LAWS

15.1 Amendments to the Constitution or By-Laws of the Erin Mills Soccer Club, may only be made at an Annual General Meeting or a Special General Meeting of the Club called for that purpose.

15.2 Copies of any proposed amendments to the Constitution or By-Laws shall be posted on the Club’s web-site not less than thirty days prior to the Annual General Meeting or Special General Meeting and shall be distributed to any Member in good standing upon written request.

15.3 Amendments to the Constitution or to the By-Laws shall require a two-thirds majority of eligible votes at the Annual General Meeting or Special General Meeting called for that purpose.

15.4 The deadline for members to submit proposed amendments to the Constitution or By- Laws of the Club to the Constitutional Committee appointed by the Board of Directors pursuant to Section 9.4 above, shall be not less than six weeks prior to the Annual General Meeting.