DARLINGTON SOCCER CLUB INC. CONSTITUTION 2015

DARLINGTON SOCCER CLUB INC. CONSTITUTION 2015 DARLINGTON SOCCER CLUB INC. 2375 Baseline Road West Bowmanville, Ontario L1C 3K3 905-623-7309 darlingtonsoccerclub.ca darlingtonsoccer@rogers.com 1

TABLE OF CONTENTS SECTION ITEM A B C D E F G H I J K L M STRUCTURE GOVERNANCE MEMBER S LIABILITY FINANCES DISPUTE RESOLUTION BOARD MEETINGS ANNUAL GENERAL MEETINGS HARASSMENT AMENDMENTS TO RULES and REGULATIONS AND POLICIES and PROCEDURES CONFLICT OF INTEREST AMENDMENTS TO THE CONSTITUTION APPEALS MATTERS NOT INCLUDED 2

SECTION A: STRUCTURE A: 1 NAME a. The Club shall be known as the Darlington Soccer Club Inc. (hereinafter referred to as DSCI ). b. The DSCI will be a member of the Durham Region Soccer Association (District) (hereinafter referred to as DRSA ) and will maintain Club status as defined in the Ontario Soccer Association (hereinafter referred to as OSA ) Club Administration Guide. c. The DSCI will be affiliated with the OSA through its membership to the DRSA. d. The DSCI shall follow the published rules of the DRSA and OSA. The Club is subject to the published rules in declining order of authority of the following governing organizations to which it is affiliated: 1. Federation Internationale de Football Association (hereinafter referred to as FIFA ) 2. Canadian Soccer Association (hereinafter referred to as CSA ) 3. OSA 4. DRSA 5. DSCI Inc. A: 2 JURISDICTION a. The DSCI encompasses communities and athletic associations operating soccer within the Municipality of Clarington, with Club Headquarters within Municipality of Clarington. A: 3 OBJECTIVES a. To promote, develop, administer and govern the game of soccer in the Municipality of Clarington. b. To help individuals to develop their character as resourceful and responsible Members of their community by providing opportunities, through the game of soccer, for their mental, physical, social and leadership development. c. To implement and maintain codes of fair play for players, parents, coaches and administrators. d. To make, adopt and publish rules, regulations, policies and procedures and bylaws for the control of the said game and to take such steps as shall be deemed necessary or advisable for enforcing them in leagues under the DSCI s control. 3

e. To recognize the Club as the main vehicle for the provision of opportunities for the player and to safeguard its needs and interests with respect to the pyramid of play. A: 4 STRUCTURE a. The Club will consist of a governing Board of Directors consisting of Executive and Board and community convenors. A: 5 MEMBERSHIP General Membership a. To be eligible as a member of this Club a person must be a member in good standing registered as a coach, assistant coach, manager, referee, Executive member, Director, community convenor, community committee members, currently registered player, Life Members and/or an appointed representatives of the Club. b. An individual whose membership has been suspended loses all rights of membership until the suspension has been terminated. c. All members of the DSCI shall be subject to this Constitution, associated By- Laws, Rules and Regulations and Policies and Procedures Community d. Any community with a minimum of four (4) youth house league teams that play within or under the jurisdiction of DSCI. Honorary Membership e. The Board may designate an individual as an honorary member for a specific period of time. A honourary member is afforded all rights of membership including the right to attend and speak at member s meetings, but is not entitled to vote. Lifetime Membership f. A life membership will be admitted from time to time at the discretion of the Club to a DSCI Inc. member who has served as a member for 25 years or more. g. All Lifetime Membership nominations shall be submitted at the Annual General Meeting. h. The admission of a Lifetime Member shall require the affirmative vote of at least two-thirds (2/3) of the voting delegates present at an Annual General Meeting. i. No incumbent Officer of the Club shall be eligible for nomination to Lifetime Membership. j. A lifetime member is afforded all rights of membership including the right to attend and speak at member s meetings, but is not entitled to vote. A: 6 MEMBERS NOT IN GOOD STANDING/TERMINATION OF MEMBERSHIP 4

a. A membership in the Club shall be deemed terminated if: i. The member submits a signed letter of withdrawal to the Club; ii. If the member is expelled by the Club; iii. If the member is no longer registered with the Club. b. Any person who accepts a position as an Executive member, Director, community convenor or sub-committee member who subsequently ignores, neglects abuses, abandons said position without showing due cause, shall be deemed not in good standing and will therefore not qualify to serve on the DSCI Board in subsequent terms. c. Any member deemed not to be in good standing may be removed from his / her position by the Board during his/her term of office. A: 7 MEMBERS NOT IN GOOD STANDING/TERMINATION OF MEMBERSHIP a. A Membership in the Club shall be deemed terminated if: i The member submits a signed letter of withdrawal to the Club; ii If the member is expelled by the Club; iii If the member is no longer registered with the Club b. Any person who accepts a position or a sub committee member, Executive member, program co-ordinator, convenor or Board member then subsequently ignores, neglects abuses, abandons said position without showing due cause, shall be deemed not in good standing and will therefore not qualify to serve on the DSCI Executive in subsequent terms. c. Any member deemed not to be in good standing may be removed from his / her position by the Executive Committee during his/her term of office. A: 8 DISCIPLINE OF MEMBER a. A Member may be fined, censured, suspended or expelled from Membership for cause and only after charges have been laid in accordance with the Club s published rules and a hearing held in accordance with the Club s and the OSA s published rules. An individual whose Membership has been suspended loses all rights of Membership until the suspension has been terminated. b. Player, team and team official discipline for game infractions is governed in accordance with the procedures published by the OSA. c. Any member, who infringes the Articles or Rules of the Club or brings the Club into disrepute, may be reprimanded, suspended or expelled from the Club after a hearing by the Board of the Club at which hearing the Member is entitled to attend. 5

SECTION B: GOVERNANCE B: 1 BOARD a. The business of the DSCI and interpretation of the Constitution, Policies and Procedures, Rules and Regulations and Code of Conduct shall be conducted by a Board (hereinafter referred to as the Board ). The Board shall consist of the following: President, Past President, Vice President of Administration, Vice President of Operations, Treasurer, Secretary, Girls Rep Coordinator, Boys Rep Coordinator, All Star Coordinator, Indoor Soccer Coordinator, Adult Rec. Ladies, Adult Rec. Men s, Men s Soccer League Coordinator, Discipline Coordinator and Community Convenors. b. An Executive Committee shall be comprised of the President, Vice Presidents, Treasurer and Secretary. Any person holding an Executive Committee position may not hold another Director position; however, they may participate in the capacity of a committee member as required by the Board. c. Any member of the Board may coach or act in another volunteer capacity outside of the Board of Directors. d. Any person who is a salaried employee or a person under contract with DSCI may not hold a position on the Board of Directors at any time. This does not apply to members receiving honorariums or reimbursements for expenses. e. Should the situation arise where a Board of Director s member is offered a paid position by the Club, the member must resign from their board position prior to acceptance of the staff position. (see d above) f. In the event that a Board of Directors member holds more than one position (due to lack of volunteers) that person shall hold one vote for the position they were first elected to and the second position shall be a non-voting position until such time as a person is appointed to fulfill that Board position. g. No relative of a salaried employee or any person under contract with DSCI may hold a position on the Executive Committee or the Board of Directors at any time so as to avoid a potential conflict of interest. B: 2 TERM OF OFFICE The Executive and Director members are elected to their positions by the membership. EXECUTIVE The Executive shall be comprised of five (5) members, those being the President, Vice President of Operations, Vice President of Administration, Secretary and Treasurer. BOARD OF DIRECTORS 6

The Directors shall be comprised of five (5) members, those being the Girl s Rep Coordinator, Boy s Rep Coordinator, All Star Coordinator, Discipline Coordinator and Indoor Coordinator. Each of these Board of Director positions shall be held for a two (2) year term. COMMUNITY CONVENORS The Community Convenors shall be comprised of members representing the communities of Clarington that operate under the DSCI umbrella. The Community Convenors shall be voted in by their community directly and shall represent their community in conjunction with the Executive and Directors. DARLINGTON MEN S SOCCER LEAGUE The Darlington Men s Soccer League Coordinator shall be voted in by the Darlington Men s Soccer league directly and shall represent their league in conjunction with the Program Convenors and Board members. B: 3 EXECUTIVE VACANCIES a. If a vacancy occurs on the Board, the Board has the right to appoint a suitable member to fill the vacancy on a temporary basis until the member returns or the holding of the Annual General Meeting, whichever occurs first. b. Paid employees (staff) part time or full time may volunteer to fill a position temporarily, in a non-voting capacity with Board approval, until such time as an individual returns or a new individual is chosen. c. If, for any reason, the President is unable to complete their term of office the Vice President of Operations shall fill the office of the President until the next Annual General Meeting. B: 4 REMOVAL OF BOARD MEMBER No Member of the Board shall be removed for arbitrary reasons, but may be removed if: a. the Board member is unable to perform the duties expected of the position due to, but not limited to any of the following reasons: - If she/he becomes incapable of performing the business of the DSCI. - If she/he is absent from three (3) consecutive meetings of the Board without satisfactory reason. - if she/he becomes, or is discovered to be, an undischarged bankrupt b. the Board member has compromised the integrity of the club due to, but not limited to any of the following reasons: - if she/he has been found guilty of an offence under the Harassment Policy of the OSA - if she/he has been found guilty of an offence involving violence under the Discipline Policy of the OSA - If she/he has failed to properly account for monies or other property belonging to the club. - If she/he has been found guilty of a criminal offence regardless of whether or not the offence directly affected the club. 7

A Member of the Board holding his or her respective position(s), may be removed from office by the Board for good and sufficient cause by a two-thirds (2/3 s) majority vote of the Board present, provided notice to remove the Member has been given to all Members of the Board. If a Member is removed by the Board, the Board may appoint a successor to the incumbent s position(s) for the remainder of the term being filled. Anyone removed from a Board position will not be allowed to stand for election for any position for a minimum of two (2) years. MEMBERS LIABILITY SECTION C: C: 1 MEMBER S LIABILITY a. Every member of the Board, every Officer, every sub committee member and every Servant of the DSCI shall be indemnified by the DSCI against all costs, losses and expenses incurred by them respectively in or about the discharge of their duties, except those which happen as a result of their own neglect or default. C: 2 INDEMNITIES and PROTECTION Indemnity Every DSCI Board member and his/her heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation from and against: a. All costs, charges and expenses whatsoever which such director or officer sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him/her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him/her, in or about the execution of the duties of his/her office; b. All other costs, charges, expenses which he/her sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his/her own wilful neglect or default. Protection No DSCI Board member shall be liable for the acts, receipts, neglects or defaults of any other director or officer, or for joining in any receipts or other acts for conformity, or for any loss or expense happening to the Corporation through insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from bankruptcy, insolvency or tortuous act of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his/her part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his/her office or in relation thereto unless the same shall happen through his/her own dishonesty. FINANCE SECTION D: 8

D: 1 FINANCE a. The fiscal year shall begin on the first (1 st ) day of October and end on the thirtieth (30 th ) day of September in each year. b. The Treasurer may, by resolution of the Board open bank accounts and sign whatever documents are required for the purpose with any Chartered Bank, Bank, Trust Company or Credit Union in Canada; c. A draft of the Club s operating budget shall be approved by the Board by no later than the second meeting following the AGM; d. The Club shall not present a budget that would cause the Club to be in a deficit position at the end of the year. D: 2 AUDITS a. The financial statements of the Club shall be subject to the following size test based on financial statements of the previous year: i. audited, as defined by the Canadian Institute of Chartered Accountants (CICA), by a public accountant if the Club s annual gross revenue is greater than or equal to $150,000; or ii. the Club has greater than or equal to 1000 registered players; or b. If an auditor is required: i. At each Annual General Meeting, the Members will appoint an auditor to audit the books, accounts and records of the Club who will report to the Members at the next Annual General Meeting. 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; ii. 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; iii. iv. the auditor will not be a director, officer or employee of the Club or any affiliated Club or who is a partner, employer or employee of any such director, officer or employee; the auditor will report to the members at the annual general meeting the auditor s financial statement which presents fairly the financial position of the Club and the results of its operations for the period under review in accordance with generally accepted account principles; and v. The auditor s report will be open for inspection by any member of the Club. D: 3 DISSOLUTION 9

a. In the event of dissolution of the Club, and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of by the Board to one or more not-for-profit soccer related organizations, or any not-for-profit athletic community organizations, which operate solely in the Province of Ontario. SECTION E: DISPUTE RESOLUTION E: 1 DISPUTE RESOLUTION a. The Club adheres to the Dispute Resolution process as published and approved by the OSA from time to time and a member may initiate the process in accordance with the OSA policy. b. The dispute resolution process shall not be used for game discipline which follows the normal discipline and appeals process. c. The Club shall make available to any Member the Dispute Resolution process when requested. SECTION F: BOARD MEETINGS F:1 PROCEDURE GOVERNING MEETINGS All meetings of the Club shall be conducted in general accordance with the most recently published Robert s Rules of Order, except as may otherwise be stipulated in this Constitution or other Rules and Regulations of the Club. F: 2 BOARD OF DIRECTOR MEETINGS a. General meetings shall be held 8 times per annum or as deemed necessary by the Board. b. Notices of meetings shall be distributed to the Board by the Secretary via email at least 2 weeks prior to the meeting date. c. Board Members shall attend meetings as called by the Board or send a suitable replacement member in his or her absence. (as per B:1 F) d. All Board members as defined in Section B 1 shall have one vote and shall be eligible to vote on matters arising during the general board meeting except for the President who may only vote in a tie-breaking situation. No member or individual shall have more than one (1) vote. e. Motions arising at any meeting shall be decided by majority vote where each director is entitled to cast one vote. f. In the event that a voting representative may be acting in a manner deemed to be unsatisfactory at any meeting, the Board shall have the power to expel him/her from the meeting upon a 50% +1 vote of the Board members present. 10

g. Quorum of a general board meeting shall be comprised of 3 Executive Committee members plus 40% of the remaining board members. h. All Board members shall abide by the OSA Conflict of Interest policies and shall exclude themselves from any issue which they could be deemed in conflict. SECTION G: ANNUAL GENERAL MEETING G: 2 NOMINATIONS / ANNUAL GENERAL MEETING AND BOARD ELECTIONS a. The DSCI AGM shall be held during the month of November. c. A minimum twenty eight (28) days notice will be given to all members by newspaper announcement. Notice to the communities will be in writing through the convenors. d. Quorum of an AGM shall be the majority of the Board (50% plus 1). e. Proposed changes or amendments to the Constitution or any new business to be added to the Agenda of Meeting must be in writing by email, letter or fax clearly stating the change with reference to the affected clause(s) and defining specific rationale for the change and shall be submitted to the DSCI Board at least fourteen (14) days prior to the AGM. f. Changes to the Constitution shall require a two thirds (2/3) majority of the voting role call. g. Proposals may be made by any DSCI Club member in good standing at the AGM, provided that the proposal does not affect the Constitution. A majority vote is required. h. Only currently registered members of DSCI, 18 years of age and over, in good standing, including the President shall be entitled to a vote. Families with currently registered players under the age of 18 shall have one (1) vote per immediate family. No member can have more than one (1) vote. Voting by proxy is not permitted at the AGM. General voting will be by show of hands except for elections which shall be conducted by secret ballot. i. The order of business will be: i. Role call of delegates and announcement of the number of delegates present; ii. Presentation of Awards; iii. Reading of the minutes from the previous AGM; iv. Board of Director reports; v. Review and Approval of Audited Statements; vi. Appointment of Auditor vii. Amendments to the Constitution; viii. Recess; 11

ix. Announcement of the number of delegates present; x. Presentation of the Rules of Voting; xi. Elections; xii. New business; and xiii. Adjournment. j. All nominations for Board positions that are vacant in the current year shall be submitted to the Nominating Committee no later than the date of the regular October meeting which shall be no less than 14 days before the Annual General Meeting. Nominations will not be accepted from the floor during the AGM. Vacant positions will be advertised by DSCI during the month of September. (Section C: Nominations) k. In order to ensure continuity for election purposes the remaining Board positions shall be split and voted on in alternate years. The Boys Rep Coordinator, Indoor Coordinator, Discipline Coordinator and the Darlington Men s Rec Coordinator shall be up for election during even numbered years and the Girls Rep Coordinator, All Star Co-Coordinator, Darlington Ladies Rec. Coordinator shall be up for election during odd numbered years. l. Before a member may be voted into an Executive position (President, Vice President of Administration, Vice President of Operations, Secretary or Treasurer) that member must have served on the Board for a minimum of two of the previous three years. m. Any person nominated for a program convenor position such as Rep Coordinators, Adult Rec Coordinators, Indoor Coordinator, Discipline CoCoordinator and All Star Coordinator must be a person who has been an active member of the Club for a period of two (2) years preceding the date of his/her nomination pursuant to section A5. n. Deviations to section H:2 (l) and H:2 (m) must be brought forward to the DSCI Board no later than the last regularly scheduled DSCI monthly meeting immediately prior to the AGM. A deviation may be approved by the DSCI Board by a majority vote. o. Board members currently occupying seats that are not up for election may be nominated to other positions. Their current position will be deemed vacant upon acceptance of any new position to which they may be elected and nominations may be made from the floor to fill the newly vacated position for the balance of the term remaining. G: 3 SPECIAL GENERAL MEETINGS a. The Board shall whenever they see fit, and shall be upon the requisition in writing of seven (7) Board members or more, convene a Special General Meeting. The requisition shall state the nature of the business to be discussed. b. The meeting will be held within twenty-one (21) days of the Board receiving the requisition. 12

c. Notice of the Special General Meeting shall be made with a minimum fourteen (14) days notice. d. Notice shall be given to all members by newspaper announcement or via email. Notice to the communities shall be in writing through the community convenors via email. e. Only the business for which the Special General Meeting has been called shall be discussed or transacted. f. Quorum shall be two thirds (2/3) of the Board. g. Voting rights will be as per the AGM guidelines. SECTION H: HARASSMENT H: 1 HARASSMENT a. The Club shall adhere to the Harassment Policy as published and approved by the OSA from time to time. b. The Harassment Policy shall apply to all employees, directors, officers, volunteers, coaches, game officials, administrators, players, members and registrants of the Club. c. Harassment is defined as any comment, conduct or gesture directed towards an individual or group of individuals which is insulting, intimidating, humiliating, malicious, degrading or offensive. It includes, but it is not limited to, sexual harassment. RULES AND REGULATIONS and POLICIES AND PROCEDURES SECTION I: I: 1 AMENDING RULES AND REGULATIONS AND POLICIES AND PROCEDURES a. The Board may amend the Club s Rules and Regulations and Policies and Procedures at anytime during a regular scheduled monthly board meeting. b. The amendments are to be motioned and passed by majority vote. c. The current Rules and Regulations will be distributed to the community groups and shall be provided to members including coaches. The Rules and Regulations shall also be posted on the Club s website. CONFLICT OF INTEREST SECTION J: 13

J: 1 CONFLICT OF INTEREST a. The Board and Club staff shall be subject to the Conflict of Interest and Standards of Conduct Policy in the OSA s published Rules. SECTION K: AMENDMENTS K: 1 AMENDMENT TO THE CONSTITUTION a. Amendments to the Constitution may only be made at the AGM or Special General Meeting. b. After an amendment the Constitution shall be: given a revision number; dated; and Signed by the President, Vice President of Administration, and Vice President of Operations, Secretary and Treasurer. c. An up to date copy of the Constitution shall be given to each Board member yearly. d. DSCI shall annually submit its Club Constitution or Club By-Law to DRSA which shall be responsible for ensuring compliance with Club policy by each of its Member Clubs. APPEALS SECTION L: a. Any Member or registrant of the Club directly affected by a decision of the Club may appeal such decision. The denial or termination of Membership in the Club may be appealed by a non-member. b. A decision of the Club may be appealed to the District Association with which the Club is affiliated. The appeal shall be conducted in accordance with The OSA's and District Association's published rules. c. An individual shall not appeal a decision made by the Board of Directors regarding the appointment, on-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. 14

d. An individual shall not appeal a decision made by the Club regarding a player's team assignment. SECTION M: MATTERS NOT INCLUDED M: 1 MATTER NOT INCLUDED a. Any matter not covered herein shall be judged in accordance with the Constitution of DRSA (first) and then the OSA (second). b. The terminology used in this Constitution and/or the DSCI By-laws shall have the same meaning as used by the OSA in its letters patent, By-Laws and published rules. REVISION 17 DATE: January 4, 2016 (Acting) PRESIDENT VICE PRESIDENT of OPERATIONS VICE PRESIDENT of ADMINISTRATION TREASURER SECRETARY Judy Diamond Donald Westlake Judy Diamond Paul Collicutt Carolyn Farrell 15