Canal Links Soccer Federation By-laws
1. NAME AND DEFINITIONS
1.1. The name of this District shall be Canal Links Soccer Federation, referred to as CLSF.
1.2. Alberta Soccer Association, referred to as ASA.
1.3. Canadian Soccer Association, referred to as CSA.
1.4. Eligible Club means a recognized incorporated Society, club or Association, in good standing with, and operating within the jurisdiction of the District, that promotes the development of the sport of soccer within a defined group.
1.5. The Geographical Boundary shall be:
1.5.1. North: the southern edge of district # 6 – Big Country;
1.5.2. West: the eastern edge of district # 4 – Calgary, and the eastern edge of district # 7 – Foothills;
1.5.3. South: Provincial highway # 547; and
1.5.4. East: Provincial range road # 224.
1.5.5. The boundaries may be adjusted as required through consultation with ASA and the other Districts.
1.6. The word “Chairman” shall not be gender specific.
1.7. The word “he” shall read as he /she, “his” shall read his/hers.
1.8. The Board means the Board of Directors of Canal Links Soccer Federation.
1.9. Staff means an employee of or contractor to CLSF.
1.10. Membership Fee, if any, in CLSF shall be determined, from time to time, by the members at a general meeting.
1.11. Member means:
1.11.1. Any registered player in an eligible club, being of full age of 18 years, and / or any parent of a registered player or players in an eligible club, being under the age of 18 years, are members.
1.11.2. Any referee or coach in good standing with an eligible club is a member.
1.11.3. Any other person in Alberta, and being of the full age of 18 years, may become a member by favourable vote passed by a majority of the members at a regular board meeting of CLSF, and upon payment of the membership fee (if any exists). Such voting shall be by ballot, unless the meeting by resolution otherwise decides.
1.11.4. Any member wishing to withdraw membership may do so upon notice to the Board through its Secretary in writing.
1.11.5. If any member is in arrears for fees or assessments for any season, or has any unresolved disciplinary issues, such member shall be automatically deemed to be in bad standing. Such member shall thereafter be entitled to no membership privileges or powers in the federation until reinstated.
220.127.116.11. Any player in bad standing will not be released to play in any other ASA district. The player shall be reported to ASA and suspended at the end of season within which the change of status to bad standing occurs.
1.11.6. Any member upon a majority vote of voting members of CLSF may be expelled from membership for any cause which the association may deem reasonable.
The responsibilities of the Board of Directors of CLSF are to:
2.1. To encourage and promote amateur soccer and related activities in the District, by providing a single group with the purpose of organizing the sport of Soccer within Geographical Boundary.
2.2. To represent all Soccer Players, Teams, Clubs, Officials, and Organizers in a fair and equitable manner, in dealing with the various levels of local and provincial Government, and other governing bodies that may affect soccer programs in our District.
2.3. To provide for the recreation of the members and to promote and afford opportunity for friendly and social activities within the District.
2.4. To ensure clubs have the opportunity to participate in appropriate leagues that will balance the following factors:
2.4.1. The needs of all CLSF soccer players, teams & clubs
2.4.3. Travel requirements
2.4.4. Inter-community cooperation
2.4.5. Soccer as a whole
2.5. To follow the guidelines of ASA regarding player registration, insurance and development, this would also include coaching programs and referee programs.
2.6. Govern matters pertaining to protests and grievances, and comply with rules for programs of other organizations we participate in.
2.7. Promote fair play and good sportsmanship.
2.8. To operate as a non-profit organization. CLSF shall not declare any dividend, or distribute its property, among its members during the existence of the association.
3.1. CLSF shall be affiliated with ASA through the rules as set out by CSA.
4.1. Membership is open to any registered player in an eligible club, being of full age of 18 years, and / or any parents / legal guardians of a registered player or players in an eligible club, with fees paid in full per standard fee schedule set by the board of directors, or as agreed by the Executive or their representatives.
4.2. Membership is also open to an individual who may not have children in the program but who agrees to the objectives of CLSF and its bylaws and maintains a Board recognized volunteer position within CLSF and demonstrates their commitment to the game of soccer.
4.3. Membership shall run for thirteen (13) months from the date of registration as recorded on the most recent registration form. Participants in both indoor and outdoor programs are eligible.
4.4. A member may withdraw his membership by providing written notice to the Secretary of CLSF, effective upon receipt of such notice.
4.5. A member is considered to be in good standing if all fees are paid in full and there are no outstanding disciplinary issues.
4.6. Every Member, as herein noted and defined by CLSF Policies and Procedures, must adhere to the Bylaws, Policies and Procedures and the Rules of CLSF and must fulfill all obligations accordingly.
4.7. All Members in good standing shall receive notice, via public advertisement in the local newspaper at least twenty one (21) days before the AGM of CLSF.
4.8. CLSF will not be held responsible for liabilities of any Member.
4.9. A member can be expelled if he is not in good standing and/or if the Disciplinary Committee deems it appropriate.
4.10. Voting Rights. Each member in good standing will be able to cast one vote on any motion presented at any AGM.
5.1. Following a set time, date and place of a properly constituted Hearing, any Member, Club or any of its directors, team officials, or registered players may be required to appear at a Disciplinary Hearing, if charged for good and sufficient cause, by violation of CLSF Policies and Procedures or the decision of the Board, and, provided written notice, of at least seventy two (72) hours has been given to the member charged.
5.2. By simple majority decision, upon hearing evidence and being satisfied that an offence has been committed, the Board, or its Discipline Committee, may levy punishment by suspension, fine, bond, or any combination thereof.
5.3. Any Member or Club or any of its directors, officers, team officials, or registered players who, by their personal or business conduct, violate any part of the Bylaws or Rules and Regulations of CLSF, may be expelled from membership by a two-thirds (2/3) majority vote of the Board after investigation has been made at which the Member concerned has been given a proper hearing with a full opportunity to explain their actions. When such a hearing is being initiated by the Board, notice of such hearing shall be given to all concerned in writing not less than five (5) business days before such hearing.
5.4. Any Director or Officer of CLSF who through their actions or behavior, violate in any part or in whole the Bylaws or Rules and Regulations of CLSF, may be removed from their position by a two-thirds (2/3) majority vote of the Board with seventy-five percent (75%) of the Board present. The individual concerned must be given a proper hearing with a full opportunity to explain their actions. When such a hearing is being initiated by the Board, notice of such hearing shall be given to all concerned in writing not less than five (5) business days before such hearing. This removal takes place after a Board decision has been rendered in writing.
5.5. No individual/s expelled or suspended for a specific period of time under the jurisdiction of CLSF shall be eligible for membership or active participation in CLSF or any Member Organization/Club and such individual/s shall be reported to the CLSF and ASA.
6.1. Appeals from decisions by Committee of CLSF need to be received in written form within 5 days from the boards’ decision and may be directed to the Board.
6.2. Appeals from decisions of the Board may be directed to the CLSF.
6.3. Appeals from a decision by the CLSF may be directed to the ASA.
6.4. The Board shall decide in what manner and by whom such appeal shall be heard and will determine the time and place of the meeting.
6.5. Every appeal to CLSF must be in writing and accompanied by a fee as determined by CLSF policies and procedures.
6.6. CLSF shall compile Policies and Procedures for Appeals.
7.1. The Annual General Meeting (“AGM”) of CLSF shall be held within ninety (90) days of the fiscal year end and at a time, date and place to be determined by the Board. Members will be given twenty one (21) days notice of the AGM, via public advertisement in the local paper. Guests may attend without voice or vote and only with consent of CLSF.
7.2. General meetings of the society may be called at any time by the Secretary upon the instructions of the President or Board by notice in writing eight days prior to the date of such meeting. A special meeting shall be called by the President or Secretary upon receipt of a petition signed by one-third of the members in good standing, setting forth the reasons for calling such meeting, which shall be delivered by e-mail to the last known address of each board member and notice shall also be posted on the website.
7.3. The President shall preside at all meetings of CLSF, and if absent, the Vice President shall chair the meeting.
7.4. Proxy votes will not be allowed at the AGM.
7.5. At an AGM, only Members in good standing are entitled to vote.
7.6. A CLSF member in good standing approved by the Board of Directors shall conduct the Board member elections for all Board positions with a one year or two year term of office that expire and any vacant Board positions.
7.7. The previous Secretaries duties shall not end until the end of the AGM. At which point the newly elected Secretary will assume all Secretary Duties.
7.8. In case of a tie, the presiding officer will be entitled to cast a deciding vote at any meeting of CLSF.
7.9. Order of business at the AGM will be:
7.9.1. Introduction of CLSF Board members and guests
7.9.2. Roll call / Quorum
7.9.3. Minutes of the previous AGM
7.9.4. Business arising out of the minutes
7.9.5. Reports: President’s Report
7.9.6. Secretary/Treasurer’s Report
7.9.7. Standing Committees’ Reports as they may apply
7.9.8. To consider the financial statements, auditor’s report, budgets, and all other matters and documentation pertaining to the financial status of CLSF.
7.9.9. To introduce a motion to appoint auditors for the following year.
7.9.10. To consider and, if seen fit, to approve any Bylaws or their repeal, amendments or reenactment thereof.
7.9.11. To elect the Board as provided for in these Bylaws.
7.9.12. New business.
8. MEETING PROTOCOL
8.1. Any procedures for running a meeting not covered by these bylaws will be governed by Roberts Rules of Order.
9.1. At the AGM or Special General Meeting of CLSF, a minimum representation of eight (8) Members in good standing are required to constitute a quorum.
9.2. At a properly convened general meeting fifty percent (50%) of the current active Directors shall constitute a quorum.
9.3. At an AGM, if, within 45 minutes from the time appointed, a quorum is not present such meeting shall stand adjourned to be reconvened within 30 days at a time and place to be determined by the Board. If at such adjournment meeting a quorum is not present, the members present shall constitute a quorum. The Board shall provide a minimum of seven (7) days written notice of such reconvened meeting.
10.VOTING AND ELECTIONS
10.1. Only Members in good standing shall be entitled to vote at any meeting of CLSF.
10.2. All voting for motions at any meeting shall be done by a show of hands unless a majority votes at the meeting otherwise decides.
10.3. All votes must be made in person and not by proxy or otherwise.
10.4. At any meeting of the Members of CLSF, each Member, in good standing, may cast a single vote on each motion.
10.5. At all meetings of CLSF, the President may cast a deciding vote.
10.6. Ordinary resolutions may be decided by show of hands. Members have a right by majority decision that a vote on any matter be decided by the casting of ballots.
10.7. For all purposes of these By-Laws, the terms ‘ordinary resolution’ and ‘special resolution’ shall be defined as follows:
10.7.1. “Ordinary Resolution” requires the vote of a simple majority of the votes cast of those members in attendance at any AGM voting in favor of the resolution; and
10.7.2. “Special Resolution” requires the vote of 75% of the votes cast of those members in attendance at any AGM voting in favor of the resolution.
10.8. All resolutions and motions to be voted on at any meeting of Members of CLSF shall, unless otherwise required by these By-Laws or by law, be determined by ordinary resolution. Without restricting the generality of the foregoing, the annual operating budget of CLSF shall be approved by ordinary resolution of the Members. Financial expenditures which are not approved by the annual operating budget of CLSF in excess of $10,000 shall be approved by special resolution.
10.9. In any contested election, a candidate receiving the majority of votes cast to fill a vacancy will be declared elected to CLSF Board.
10.10.In any contested election, voting shall be by secret ballot.
10.11.CLSF elections shall be held at the AGM no later than the end of November each year.
11.BOARD OF DIRECTORS
11.1. Regular Board Meetings shall be held at a time, date, and place determined by the Board or at the call of the President, by contacting each Member at least forty eight (48) hours in advance of a meeting, unless the entire Board available agrees to meet otherwise.
11.2. Obligations and Powers of the Board:
11.2.1. To be accountable to the Members of CLSF.
11.2.2. To implement and monitor Policies and Procedures, regularly review finances and exercise good judgment regarding the general affairs of CLSF.
11.2.3. To establish Policies and Procedures relative to matters of business, management and regulations not already herein expressly provided for.
11.2.4. To deal with protests and appeals and all cases of discipline of any nature whatsoever arising out of games played under CLSF’s jurisdiction.
11.2.5. To establish Policies and Procedures governing the practice of appeals and hearings of any nature.
12.1. The Board of Directors shall consist of: President; Vice-President; Secretary; Treasurer; and two (2) Directors at Large.
12.2. The Directors shall be elected each year at the AGM and their term of office shall normally be two years, however for the purposes of continuity, only a maximum of three (3) Directors may be elected for a two-year term at one AGM. Any Directors in excess of these three (3), will only be elected for a one year term or if elected to a two year term in the previous AGM will continue on in their elected capacity for one more year. The two-year term positions will be filled first, from the candidates with the highest number of votes. The one-year term positions will be filled from the remaining candidates, starting again with those who receive the highest number of votes in that remaining group.
12.3. The Board may appoint suitable individuals, between AGM’s, to fill vacancies that occur, to serve until the next AGM. Appointees must obtain a majority of two-thirds (66.6%) of the votes with seventy-five percent (75%) of the active Board present. Term of office for Board appointed directors shall be to the next AGM.
12.4. In the event that more than two (2) board members step down from their respective board positions prior to their term expiring, a special general meeting will be called within 21 days with the express purpose of filling the vacant positions.
12.5. Members of the Board are eligible for re-election or appointment to the Board.
12.6. Any member having obtained the age of majority and indicating a sincere interest to further the best interests of CLSF may be nominated by the Nominating Committee as a candidate for election at the AGM.
12.7. A Director may resign from office upon giving written notice to CLSF Board of Directors, or by verbal resignation at a regular Board meeting. Such resignation shall take effect upon its acceptance by the Board. Resignation prior to the natural completion of a Directors elected term, shall render the individual ineligible for re-election or appointment to the Board until at least three Annual General Meetings have been held subsequent to the resignation’s acceptance unless otherwise approved by the board.
12.8. A Director may be deemed to have resigned by being absent from three (3) consecutive Board meetings without satisfactory reason.
12.9. Any Director, who is involuntarily removed from office, shall be ineligible for re-election or appointment to the Board until at least four Annual General Meetings have been held subsequent to the removal of the Director. This period may be extended at the discretion of the Board of Directors, provided that at least 75% of the Directors present at the expulsion hearing are in agreement.
12.10.No Director shall receive compensation for services as a Board member; however, the Board shall establish an out-of-pocket expense policy for expenses incurred in the course of discharging any duty on behalf of CLSF.
12.11.Board members must abstain from any debate or vote concerning their affiliated member. Board members must sign and submit conflict of interest guidelines as established by Policies and Procedures of CLSF.
12.12.Any director may request a Special Board of Directors meeting with a minimum of five (5) days of notice to the Secretary.
12.13.Three (3) of the Board of Directors must be in agreement to hold the Special Meeting and the same numbers are required for quorum.
12.14.The Secretary must contact the Board of Directors by telephone a minimum of three (3) days before the Special Meeting.
12.15.The Board of Directors shall meet a minimum of eight (8) times during the year. The quorum required shall be at least fifty percent (50%) of the total number of eligible votes.
12.16.The total number of votes for a board of directors meeting will be the number of active Directors and Executive.
13.BOARD OF DIRECTORS
The Board of Directors shall consist of the following positions:
13.1. Officers are elected by majority votes at the AGM by the Members.
13.2.1. Responsible for coordinating the delivery of the District’s objectives through delegation and leadership. He shall pursue a commitment stressing good conduct to and be actively involved in contributing to athletic progress in the game of soccer.
13.2.2. He shall be a member of all standing committees except when he has exercised delegation.
13.2.3. Shall act as chairman at all Executive and Board of Directors meetings unless he appoints someone in his place. This appointed chairman must be an eligible voting member of the group that is meeting.
13.3. Vice President
13.3.1. Shall at the request of the President or in his absence or disability, shall perform any of the duties of the President and shall pursue the goals or objectives of the President
13.3.2. Shall be part of the Executive Committee.
13.4.1. Shall receive all funds paid to CLSF and shall be responsible for deposit of these funds in whatever bank the Executive Committee may order.
13.4.2. Shall properly account for the funds of CLSF and keep such books as directed by the Executive.
13.4.3. Shall present a full detailed account of receipts and disbursements to the Board of Directors whenever requested; this request must have at least two (2) days notice.
13.4.4. Shall prepare for the Annual General Meeting a statement of the financial position of CLSF and an estimated budget for the upcoming year, a copy of this report must be submitted to the Secretary for the records.
13.4.5. Shall file any annual return each year that is required by law.
13.5.1. Shall attend all Executive, Association and Board of Directors meetings of CLSF. Should he not be in attendance, the chairman may appoint someone to discharge his duties.
13.5.2. Shall have charge of all the keeping of records and correspondence of CLSF.
13.5.3. Shall forward, each year, any altered, rescinded, or new bylaws in the form of a special resolution to the Corporate Registry.
13.5.4. Shall advertise the date and location of the AGM.
14.STANDING COMMITTEES (EXECUTE THE POLICES AND PROCEDURES OF CLSF)
14.1. The Board of Directors shall have the power to set up a standing committee to perform some function or business for CLSF. The chairman of a standing committee shall be appointed by, will receive direction from and be responsible to the Board of Directors.
14.2. A Secretary for the committee shall be elected who has the responsibility of keeping minutes and supply a legible copy to the Secretary of the Executive within seven (7) days of any meetings.
14.3. Powers given to a standing committee shall be determined by an ordinary resolution by the Board of Directors.
14.4. Disciplinary Committee
14.4.1. Has the right to expel a member if the member is not carrying on in such a manner they see appropriate.
14.4.2. Once the Disciplinary Committee has expelled a member, that member may not return to CLSF for two (2) years.
14.4.3. The Disciplinary Committee meets on an ad hoc basis to resolve any discipline issues.
14.4.4. Their decision can result in expulsion of a member.
14.4.5. The Disciplinary Committee will hold a hearing to address discipline issues reported by referees, coaches, members and clubs.
14.4.6. A quorum will be a minimum of three (3) committee members.
15.EXECUTIVE COMMITTEE AND BOARD OF DIRECTORS VACANCIES
15.1. Any Executive Committee position becoming vacant before the expiration of its term may be filled by election, at the next ordinary meeting of the Board of Directors.
15.2. If the President’s position becomes vacant the Vice President shall perform the duties until the next AGM. If the position cannot be filled a new President may be elected from the current Board of Directors, the term shall be until the next AGM.
15.3. Should a position of Director become vacant before the expiration of its term, then a suitable candidate may be found and the Board of Directors may appoint them at the next meeting of the Board of Directors. See Section 12.4 in the event more than two (2) executive positions become vacant.
16.1. Unless authorized at any meeting and after notice, no Executive, Director or Member of CLSF shall receive remuneration for his services.
16.2. Expenses may be reimbursed, if authorized by ordinary resolution by the Board of Directors.
16.3. Upon agreement of the Executive, actual expenses for soccer related activities, travel, equipment, and materials may be reimbursed, with proper receipts provided.
16.4. Executives and Directors may be eligible for a small gratuity in recognition of expenses that may not be able to be properly documented. The current gratuity is fifty dollars ($50.00).
16.5. No Director, Executive and/or CLSF member can utilize CLSF funds for any private or personal purpose.
16.6. Professional staff shall be reimbursed for reasonable expenses incurred in their normal duties, if authorized by ordinary resolution by the Board of Directors. Relevant expense receipts shall be provided prior to the approval of the expense reimbursement.
17.1. The establishment of any paid positions, terms of employment, and remuneration are to be decided by the Board of Directors and shall have such duties as prescribed by the Board.
18.1. The books, accounts and records of the Secretary and Treasurer shall be audited at least once a year, by a qualified accountant or two members of CLSF elected for that purpose at the AGM. A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at the AGM.
18.2. The fiscal year of CLSF shall be September 1 to August 31.
18.3. The books and records may be inspected by any member of CLSF at the AGM or at any time upon fourteen (14) day notice in writing to the President with time and place satisfactory to the officer or officers in charge of them. This request, away from the AGM, may be exercised once in any fiscal year by any one member or group of members wishing to review the books or records, any further request would have to be brought before the Board of Directors at a regular meeting and voted on and a written reply shall be sent to the member.
18.4. Each member of the Board of Directors shall have easy access to the books and records at all times.
19.1. Any applicable fees are to be determined by the Executive and ratified by the Board of Directors.
20.SIGNING AUTHORITY AND EXPENDITURES
20.1. Signing Authority for cheques is given to the Treasurer, President and Vice-President.
20.2. All cheques must have two signatures.
21.DISSOLUTION OF THE ASSOCIATION
21.1. Upon dissolution of this District, any assets will be placed in trust with CLSF to be stored safely and released in its entirety to a new District, upon its acceptance by CLSF as an appropriate replacement body.
21.2. Any gaming assets remaining after paying debts and liabilities will be donated to another registered not-for-profit society in the Province of Alberta.
22.1. All funds of CLSF shall be deposited in a Canadian chartered bank or other financial institution authorized by the Board of Directors, to an account, or accounts in the name of CLSF. The Secretary/Treasurer and any one other member of the Executive Committee shall sign withdrawals and cheques drawn on behalf of CLSF. Upon resolution of the Board, surplus funds of CLSF may be invested in such a manner as the Board may determine.
23.INDEMNITY AND LIABILITY OF DIRECTORS AND EMPLOYEES
23.1. Indemnity and liability shall be as stated by the Laws of the Province of Alberta, relating to notfor-profit organizations and shall be adopted as policy by CLSF.
23.2. Every member of the Board, staff, and volunteers of CLSF shall be indemnified and saved harmless by CLSF from and against:
23.3. Any liability and all costs, charges and expenses that are sustained or incurred in respect of any action, suit or proceeding that is proposed or commenced against him or her in respect of anything done or permitted by him or her in respect of execution of duties of his or her office; and
23.4. All other costs, charges and expenses that he or she sustains or incurs in respect to the affairs of CLSF; provided that no member of the Board, staff, and volunteers of CLSF shall be indemnified by CLSF in respect to any liability, costs, charges or expenses that he or she sustains or incurs as a result of his or her own fraud, dishonesty, willful neglect or willful default.
23.5. CLSF will purchase and maintain liability insurance or such other insurance for the benefit of members of the Board, staff, and volunteers as the Board shall from time to time consider appropriate.
24.AMENDMENTS TO THE BYLAWS
24.1. CLSF Bylaws may be rescinded or amended by a “Special Resolution”.
24.2. A special resolution may be passed at an AGM if called for that purpose by CLSF Board, provided, not less than twenty one (21) days notice specifying the intention of the proposed resolution has been given. To adopt a resolution, not less then seventy five percent (75%) of votes cast, with a quorum present, must vote in favor of the proposed resolution.
24.3. Notice of, and proposed amendments to the bylaws by the membership, must reach the office of CLSF thirty (30) days prior to the AGM, and shall be circulated to all Members fourteen (14) days prior to the AGM, via CLSF website. Proposed amendments shall be placed on the agenda of the AGM. Any proposal for amendments to the Bylaws at the AGM not carried by a seventyfive percent (75%) vote of the Members present shall not be reintroduced for two (2) years, unless the Board deems its reintroduction advisable and necessary.
24.3.1. The Board must post copies on CLSF website to all Members no more than fourteen (14) days after the amendment(s) have been approved by the Corporate Registry.
25.AMENDMENTS TO POLICIES AND PROCEDURES
25.1. The Board of Directors may make amendments to the Manual of District Policies and Procedures.
25.2. All proposed amendments to Policies and Procedures must be made available to the Board at the previous meeting.
25.3. Amendment(s) to the rules of play shall normally be implemented prior to their respective playing season.
26.1. For the purpose of carrying out its objectives, CLSF may borrow or secure funds up to the allowable credit limits set by any Canadian Chartered Financial Institution.
26.2. CLSF may raise money by issuing debentures for specific capital projects.
26.3. A special resolution must be considered at the AGM every time money is borrowed, or each time debentures are to be issued.
27.1. Interpretations of these Bylaws as well as questions in dispute shall be referred to the Board. The singular may include the plural and vice-versa. Masculine may include feminine and vice versa. It shall be noted that the Policies and Procedures of CLSF are for the specific purposes of governing the game and all members under the jurisdiction of CLSF. All questions regarding the Rules and Policies and Procedures, which are not covered herein, shall be referred to the Board for decision.
28.1. CLSF membership shall vote on all potential strategies for investment of any funds not needed to support general operating costs and expenses. Conflict of interest from board members and financial institutions are prohibited and will follow CLSF policies and procedures.