Woodbridge Soccer Club. Constitution

Woodbridge Soccer Club Constitution Page 1 of 19

Table of Contents ARTICLE 1 Name 3 ARTICLE 2 Objective 3 ARTICLE 3 Affiliation 3 ARTICLE 4 Head Office 3 ARTICLE 5 Organization 3 ARTICLE 6 General 4 ARTICLE 7 Membership 5 ARTICLE 8 Discipline of Member 5 ARTICLE 9 Membership Renewal and Termination 5 ARTICLE 10 Annual General Meeting 5 ARTICLE 11 Special General Meeting 6 ARTICLE 12 Rules of Order 7 ARTICLE 13 Presiding Office 7 ARTICLE 14 Quorum 7 ARTICLE 15 Voting 7 ARTICLE 16 Board of Directors 8 ARTICLE 17 Tenure and Electron 11 ARTICLE 18 Vacancies 12 ARTICLE 19 Meetings of the Board of Directors 12 ARTICLE 20 Powers of the Board 13 ARTICLE 21 Auditor and Finance 13 ARTICLE 22 Laws of the Game 14 ARTICLE 23 Other Regulations 14 ARTICLE 24 Amendments to the Constitution 14 ARTICLE 25 Accountability and Enforcement 14 ARTICLE 26 Appeals 15 ARTICLE 27 Committees 15 ARTICLE 28 Indemnification 16 ARTICLE 29 Adoption of this Constitution 16 ARTICLE 30 Harassment 16 ARTICLE 31 Zero Tolerance Policy 17 ARTICLE 32 Transition Provision 17 Page 2 of 19

ARTICLE 1 Name 1.1 The name of the organization shall be Woodbridge Soccer Club hereinafter referred to as the "Club", and shall operate under the registered trade name Woodbridge Strikers for its competitive divisions. ARTICLE 2 Objective 2.1 The Objective of the Club shall be: a) To provide an opportunity for any person to participate in the game of soccer at a level commensurate with his or her abilities; b) To promote the development and effective governance and administration of the game of soccer, both indoor and outdoor, in the Woodbridge area of the City of Vaughan, for everyone involved with the Club, including players, coaches, referees and administrators. ARTICLE 3 - Affiliation 3.1 The Club shall be affiliated with the York Region Soccer Association (hereinafter called "YRSA") and the Ontario Soccer Association (hereinafter called the "OSA") and shall abide by their rules and regulations. ARTICLE 4 - Head Office 4.1 The Club shall have its head office in the City of Vaughan, Regional Municipality of York, in the Province of Ontario. ARTICLE 5 - Organization 5.1 The Club shall be composed of Members as hereinafter defined, and it shall be managed by a Board of Directors as hereinafter defined, which shall be governed by the By-Laws, and Rules and Regulations of the Club. ARTICLE 6 - General 6.1 The Club will be carried on without the purpose of gain for its Members and any profits or other accretions to the Club will be used in promoting its objects. 6.2 Except as otherwise provided in the Corporations Act, R.S.O. 1990 (the "Act"), the Board will have the authority to interpret any provision of this Constitution that is contradictory, ambiguous, or unclear, provided such interpretation is consistent with the objects of the Club. Page 3 of 19

6.3 Word importing the singular will include the plural and vice versa, words importing the masculine will include the feminine and vice versa, and words importing persons will include bodies corporate. 6.4 The headings used in this Constitution are inserted for convenience of reference only. ARTICLE 7 - Membership 7.1 A Member of the Club shall be anyone who is a registered player, coach, assistant coach, manager, trainer as per the official OSA team roster a referee, Honorary Member, Life Member and an Executive Member (as hereinafter defined)effective as of September 30 of the current year. A member in good standing shall be known as an Active Member. 7.2 All Members in good standing and of at least eighteen (18) years of age shall have the right to vote at any Members meeting and any Members under the age of eighteen (18) years of age shall be deemed to delegate and assign their single vote to their parent (s) or lawful guardian. 7.3 Notwithstanding an individual may hold more than one position or office with the Club, such individual shall be deemed to hold only one Membership in the Club and shall be entitled to only one vote at a membership meeting. 7.4 Annual fees for membership to the Club shall be established by a majority vote of the Board of Directors. 7.5 Application for membership to the Club shall be made annually on a form to be provided by the Club. The application must be accompanied by the required membership fee. 7.6 All Members will comply with the Constitution of the Club and its By-Laws, Rules and Regulations. 7.7 The Board of Directors may designate an individual as an Honorary Member for a specific period of time. An Honorary Member shall be awarded all the rights of membership including the right to attend and speak at Member meetings, but is not entitled to vote. 7.8 The Board of Directors may designate, at its discretion, an individual as a Life Member. A Life Member shall be awarded all the rights of membership including the right to attend and speak at member meetings, but is not entitled to vote. No incumbent Executive Member shall be eligible for nomination to a Life Membership. 7.9 The Board of Directors shall be Executive Members and shall be awarded all the rights of membership. 7.10 Membership in the Club is non-transferable. Page 4 of 19

ARTICLE 8 - Discipline of a Member 8.1 A Member may be fined, censured, suspended or expelled from membership for cause and only after charges have been laid and a hearing has been held in accordance with the Club's Rules and Regulations at which the Member is entitled to attend and speak on his or her behalf. An individual whose membership has been suspended loses all rights of membership until the suspension has been revoked. 8.2 Any member, who infringes the Articles, By-Laws, Rules or Regulations 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 Directors of the Club at which the Member is entitled to attend and speak on his or her own behalf. 8.3 Discipline for a player, team, team official and/or their spectators for game infractions, shall be governed in accordance with the Rules, and Regulations of the Club and/or leagues in which they occurred. 8.4 A Member disciplinary investigation or action of the Club, may resign however note withstanding such resignation the Club may proceed with the disciplinary investigation or action or make finding against the Member, which will have to be addressed and complied with before the resigned Member may be reinstated in the Club. ARTICLE 9 - Membership Renewal and Termination 9.1 Active members wishing to renew their status for the upcoming year shall have fees paid before commencement of the soccer season and shall end on the 30th day of September. 9.2 Membership in the Club is deemed to have been terminated: a) If the member submits a signed letter of resignation to the Club. b) If the Member is expelled by the Club s Board of Directors, c) If the Member is no longer registered with the Club, d) If the Member fails to pay any fees or fines levied against them. e) If the member is not in good standing with the OSA. f) Upon the Member s death. g) Dissolution of the Club. ARTICLE 10 - Annual General Meeting 10.1 The Annual General Meeting of the Club shall be held within six (6) months of the Club s fiscal year-end. Page 5 of 19

10.2 Notice of the date, time and location of the Annual General Meeting shall be published at least fourteen (14) days prior to the Annual General Meeting. 10.3 Notification of the Annual General Meeting may be by any one or combination of e-mail, fax mail, phone call or published on the Club website. 10.4 Meetings of Members will be closed to the public except by invitation of the Board. 10.5 A Monitor (Sergeant at arms) shall be appointed by the President prior to the Annual General Meeting. 10.6 Order of business at the Annual General Meeting: a) Period of Remembrance b) Awards and introduction of guest (s) c) Minutes of the previous Annual General Meeting d) President s Address e) Director s reports f) Treasurer s financial statement g) Auditor s report h) Appointment of Auditors i) Other reports j) Unfinished business k) Amendments to the Constitution l) Election of officers and directors m) Any other business n) Adjournment 10.7 The Chair may, at their discretion, introduce any special business for discussion after the approval of the minutes. 10.8 Any Member who wishes to have new business placed on the agenda of a meeting will give written notice to the Club at least seven (7) days prior to the meeting date or upon the sole discretion of the President or designate. ARTICLE 11 - Special General Meeting 11.1 A Special General Meeting may be called by the Board of Directors by its own motion. Page 6 of 19

11.2 A Special General Meeting shall be called within thirty (30) days following the receipt of a written request, stating the nature of the business that the Special General Meeting is being called for and signed by not less than ten percent (10%) of the active Members. 11.3 Notice of the date, time, and location of any Special General Meeting and the business to be dealt with shall be published at least fourteen (14) days prior to the Special General Meeting. 11.4 Notification of the Special General Meeting shall be published in the same manner as provided for notification of the Annual General meeting in Article 10.3. 11.5 Only the business for which a Special General Meeting has been called will be dealt with, except with the unanimous consent of those voting Members present. ARTICLE 12 - Rules of Order 12.1 All meetings of the Club shall be conducted in accordance with the latest version of Roberts Rules of Order insofar as they apply. ARTICLE 13 - Presiding Office 13.1 The President or Board approved Moderator shall preside at all General Meetings of the Club, and in their absence, the Vice President shall take the chair. The absence of both of these officers shall require the selection, by the Executive Committee, of a pro team Presiding Officer. ARTICLE 14 - Quorum [NTD: What is an active member?] 14.1 Sixty-five (65) active Members shall form quorum at all General Meetings. Should less than the required number of Members be present at a General Meeting, the meeting shall be cancelled and a new meeting shall be scheduled within 30 days. ARTICLE 15 - Voting 15.1 Each Active Member over the age of 18 years shall be entitled to attend, speak and have their vote cast. 15.2 Each Active Member over the age of eighteen (18) years shall not be entitled to appoint anyone to act as proxy holder to attend, speak and cast a vote on their behalf. 15.3 Each active Member under the age of 18 shall be entitled to be represented by one parent or guardian who may attend, speak and cast a proxy vote on behalf of the Active Member. 15.4 An individual may only cast one vote as a Member. Page 7 of 19

15.5 Employees of the Club and paid Contractors may not cast, hold a vote if their sole association to the Club is as an employee or paid contractor or vote by proxy. 15.6 Proxy forms referred to in Section 15.3 and procedure must comply with Club Policy; 15.7 Directors of the Club may not sit as voting Members at a General Meeting. 15.8 Voting privileges shall be confirmed by the Registrar or by the Executive Committee as governed by the Clubs Policies and Procedures and whose determination shall be final. 15.9 Votes, excluding elections, will be determined by a show of hands unless a secret or recorded ballot is requested by the majority of those Members voting. Elections will be by way of ballot voting. 15.10 Except as otherwise provided in this Constitution or the By-Laws a simple the majority of votes (50% plus 1) will decide any issue. In the case of a tie, the issue is defeated. ARTICLE 16 - Board of Directors 16.1 The business of the Club shall be conducted by a Board of Directors which shall be comprised of the President, Vice President, Secretary, Treasurer, Director of Recreational Mini Soccer, Director of Recreational Youth Soccer, Director of Equipment & Purchasing, Director of Female Programs and Director of Special Events & Marketing. 16.2 A candidate for the Office of President must have served a minimum of 3 years as an elected Member of the Board of Directors of which 2 years represents his/her current term immediately prior to the election. If no qualified candidates are available, then any Member may be nominated. 16.3 Any active Member of the Club may be nominated for election to the Board of Directors. 16.4 A Director may not be elected to more than one (1) position on the Board of Directors. A Director, in the case of vacancy may be appointed to more than one position on the Board of Directors, but may only cast one vote on any motion. 16.5 A Director may not be paid for the performance of their duties as Directors. 16.6 A Director shall not sit on the Board of any other soccer club. 16.7 A Director must reside in the City of Vaughan. 16.8 A Director shall be eighteen (18) years of age or older, have the power under law to contract and shall not be an undischarged bankrupt. 16.9 All Members of the Board shall be subject to the Conflict of Interest Policy in the OSA's published rules. Page 8 of 19

16.10 The following directors shall serve for a three (3) year term or until his/her successor is elected or appointed: President, Vice President. For example, the terms of the aforementioned directors shall next expire as follows: President - 2017 1st Vice-President - 2015 16.11 The following directors shall serve for a two (2) year term or until his/her successor is elected or appointed: Secretary, Treasurer, Director of Female Programs, Director of Special Events and Marketing, Director of Recreational Youth Soccer, Director of Recreational Mini Soccer and Director of Equipment and Purchasing. For example, the terms of the aforementioned directors shall next expire as follows: Secretary - 2016 Treasurer - 2015 Director of Female Programs - 2016 Director of Equipment and Purchasing 2015 Director of Recreational Youth Soccer 2016 Director of Recreational Mini Soccer 2015 Director of Specials Events and Marketing - 2016 16.12 The duties of the Directors are as follows: President The President shall: a) Be the Chief Executive Officer of the Club; b) Preside as Chairperson at all meetings of the Club; c) Act as spokesperson for the Club; d) Have a deciding vote on any matters that are voted on by the Board which end in a tie; e) Chair all meetings of the Executive Committee. Vice President The Vice President shall: a) Be the senior officer of the Club directly below the President; b) Preside as Chairperson at all club meetings in the absence of the President; Page 9 of 19

c) Shall oversee the Club s Competitive Boys & Girls Programs in conjunction with the Club Coaching Director and report the findings to the Board of Directors for approval; d) Attend all league meetings or appoint someone to do so on his behalf; e) Be a member of the Executive Committee; f) Have other such duties as prescribed by the Board of Directors. Secretary The Secretary shall: a) Give notice of all Club meetings to persons entitled thereto; b) Attend all Board of Directors and Executive Committee meetings and all General and Special Meetings of the Club, and keep minutes of all such meetings in the Club s minute book; c) Be the custodian of all Club minutes and correspondence files; d) Prepare an annual report which shall be presented at the Club s annual meetings; e) Be the custodian of all correspondence to the Club which shall be presented to the Board at all Board meetings; g) Have other such duties as prescribed by the Board; h) Be a member of the Executive Committee. Treasurer The Treasurer shall: a) Prepare a budget, which shall be presented to the Board of Directors for approval, and hereafter be responsible for overseeing its prudent administration; b) Keep full and accurate account of receipts and disbursements in books belonging to the Club; c) Direct the deposit of all monies and other valuables in the name and to the credit of the Woodbridge Soccer Club, in such depositories as may be directed by the Board of Directors; d) Disburse the funds of the Club as directed by the Board of Directors, and render to the Board a financial statement on a quarterly basis, or as required by the Board; e) Ensure that all accounts are paid by cheque, electronic funds transfer, or preauthorized debit; f) With one other appointed signatory, ensure each cheque, pre-authorized debit transaction or electronic funds transfer is duly authorized by two signatures or two Page 10 of 19

approvals through a secure electronic authorization process. In the event that the Treasurer is unavailable or has a declared conflict, the two other appointed signatories may duly authorize by signature or secure electronic authorization process with the knowledge of the Treasurer; g) Be the custodian of the deposit and receipt books of the Club, and shall produce such books, properly balanced, at all meetings of the Board of Directors; h) Prepare a financial statement which shall be presented at the Club s Annual General Meeting; i) Have copies of current financial statement and auditor s report for members at the Annual General Meeting; j) Be a member of the Executive Committee. Director of Recreational Mini Soccer The Director of Recreational Mini Soccer shall: a) Be responsible for the administration and operation of the Boys and Girls mini (4-12) recreational league which will include team selection and scheduling of games; b) Assist in recruitment and allocation of House League coaches and field conveners; c) Solve any issues with respect to operations of the recreational mini programs; d) Liaise with the Club s Director of Coaching with respect to any new programs that may be instituted by the Club for the Mini age groups; e) Be present for all operational meetings; f) Be a member of the Executive Committee. Director of Recreational Youth Soccer The Director of Recreational Youth Soccer shall: a) Be responsible for the administration and operation of the Boys and Girls recreational league which will include team selection, and scheduling of games and playoffs; b) Assist in recruitment and allocation of House League coaches and field conveners; c) Solve any issues with respect to operations of the recreational youth programs; d) Liaise with the Club s Head Referee with any issues to do with referees and the House League program; e) Be present for all operational meetings; f) Be a member of the Executive Committee. Page 11 of 19

Director of Female Programs The Director of Female Programs shall: a) Oversee the day-to-day operations of the Club s female programs; b) Liaise with the Club s Coaching Director & Vice President in regards to the female program; c) Make recommendations in regards to the female program which will be reported to the Board of Directors for approval; d) Have other such duties as prescribed by the Board of Directors; e) Be a member of the Executive Committee. Director of Equipment and Purchasing The Director of Equipment and Purchasing shall: a) Tender supplier applications for all equipment and vendor management. Report the findings to the Board of Directors for approval; b) Bring a minimum of three quotes for all tenders to the Board of Directors for final Board approval; c) Have other such duties as prescribed by the Board of Directors; d) Be a member of the Executive Committee. Director of Special Events and Marketing The Director of Special Events and Marketing shall: a) Be in charge of procuring sponsorship funds for the Club; b) Be in charge of marketing the Club and its League1 teams to various media outlets; c) Liaison with the Female Director in regards to the Club s annual Female Day; d) Oversee all club tournaments; e) Have such other duties as prescribed by the Board of Directors. f) Be a member of the Executive Committee. 16.13 The following ex-officio positions may be appointed by the Board each year after the AGM: (a) League Manager: Micro (b) League Manager: Mini Boys (c) League Manager: Mini Girls Page 12 of 19

(d) League Manager: Youth Boys (e) League Manager: Youth Girls (f) Match Secretary (g) Communications ARTICLE 17 - Tenure and Election 17.1 Nominations for positions on the Board of Directors may be made by any Member in writing fourteen (14) business days prior to the Annual General Meeting. In the event that no nominations are received for a position, nominations may be made by any Member at the Annual General Meeting. 17.2 The election of Officers and Directors shall be by secret ballot at the Club Annual General Meeting. 17.3 A majority of votes cast shall be required to elect Directors. In the event no candidate receives a majority, the candidate with the least votes shall be dropped from the ballot and another vote shall be held. 17.4 The following shall be elected for a three (3) year term at the annual general meeting held as follows: President, Vice President 17.5 The following shall be elected for a two (2) year term at the annual general meeting held in odd numbered years: Treasurer, Director of Equipment & Purchasing and Director of Recreational Mini Soccer 17.6 The following shall be elected for a two (2) year term at the Annual General Meeting held in even numbered years: Secretary, Director of Recreational Youth Soccer, Director of Female Programs, and Director of Special Events & Marketing. 17.7 A quorum will consist of over 50% of sitting Directors. ARTICLE 18 - Vacancies 18.1 The office of a Member of the Board of Directors shall be deemed to be vacated: a) Upon resignation in writing and acceptance by the Board of Directors b) If he/she becomes of unsound mind or otherwise incapable of performing the business of the Club. c) If he/she absents himself/herself from two (2) ) consecutive meetings of the Board without satisfactory reason and the Board passes a motion asking for the directors removal with a 2/3 s vote of the Board of Directors present provided notice to remove the director has been given in writing to all Directors of the Club. Page 13 of 19

d) If he/she is removed by ordinary resolution of the Club for good and sufficient reason at a General Meeting. e) If he/she is removed by resolution of the Board for good and sufficient reason with a 2/3 s vote of the Board of Directors present provided notice to remove the Director has been given in writing to all Directors of the Club. f) If he/she becomes or is discovered to be an undischarged bankrupt. g) Upon the Director s death. 18.2 Should a vacancy occur on the Board of Directors, the Board may appoint a person to fill the remainder of the vacant position s term of office. ARTICLE 19 - Meetings of the Board of Directors 19.1 Meetings of the Board of Directors shall be held at least on a monthly basis and as prescribed by the President. 19.2 Notice for all Board Meetings shall be given at least 72 hours prior to the meetings. No notice of a meeting of the Board of Directors is required if all Directors waive notice, of if those absent consent to the meeting being held in their absence. 19.3 A majority of the Board Members shall form a quorum at all meetings. 19.4 The President shall preside at all meetings of the Club and shall have a deciding vote only. 19.5 The Vice President shall be the senior officer of the Club below the President, and he shall preside at all meetings in the President s absence. 19.6 The Secretary shall be responsible for recording minutes of the meetings of the Club. 19.7 All Directors present shall be allowed to cast one (1) vote on any motion before the Board. 19.8 A majority of the votes cast by the Directors present at a meeting of the Board shall be required to pass a motion, excepting any motion applicable under Article 21. 19.9 Meetings of the Board will be closed to Members and the public except by invitation of the Board. 19.10 A meeting of the Board may be held by telephone conference call or by means of other telecommunications technology. Any Director who is unable to attend a meeting may participate in the meeting by telecommunications technology. Directors who participate in a meeting by telecommunications technology are considered to have attended the meeting. ARTICLE 20 Powers of the Board 20.1 Except as otherwise provided in the Act or this Constitution, the Board has the powers of the Club and may delegate any of its powers, duties and functions. Page 14 of 19

20.2 The Board may make policies, procedures, and manage the affairs of the Club in accordance with the Act and this Constitution. 20.3 The Board may make policies and procedures relating to discipline of Members, and will have the authority to discipline Members in accordance with such policies and procedures. 20.4 The Board may make policies and procedures relating to management of disputes within the Club and all disputes will be dealt with in accordance with such policies and procedures. 20.5 The Board may employ or engage under contract such persons as it deems necessary to carry out the operation of the Club. ARTICLE 21 - Auditor and Finance 21.1 The accounts of the Club shall be audited annually, and the correctness of the financial statement ascertained by the auditor, who shall be an accredited accountant. 21.2 The audited statements for the current year ended September 30 shall be presented to the Annual General Meeting for adoption. 21.3 The appointment of the Auditor shall be presented to the membership at the Annual General Meeting for ratification. 21.4 The year end for the Club shall be Sept 30 each year. 21.5 In the event that the Club is dissolved all assets of the Club shall be presented to the City of Vaughan to be held in trust by the City until a new soccer club is formed. ARTICLE 22 - Laws of the Game 22.1 The Club shall support and maintain the principles of the laws of the games as established by the International Football Association Board (F.I.F.A) and recognized by F.I.F.A., except, as established by the various Associations, Leagues and the Club to accommodate differences in age and climatic conditions. 22.2 Changes shall come into effect in the playing season immediately following their adoption. ARTICLE 23 - Other Regulations 23.1 The Club may make such miscellaneous rules and regulations as may be deemed necessary to promote and govern the game and soccer. 23.2 The Club may impose such other regulatory measures as it deems necessary for the efficient administration of the playing structure of the game within its jurisdiction. 23.3 Members of the Board of Directors or other servants to the Club, their heirs, executors, administrators and estate and effects respectively shall be indemnified and saved harmless at all times by the Club against all costs, losses and expenses incurred by them respectively in or Page 15 of 19

about the discharge of their respective duties, except as happens from their own respective neglect or default. ARTICLE 24 - Amendments to the Constitution 24.1 Any Active Member may propose an amendment to the Club Constitution. 24.2 Amendments to the Constitution may only be made at an Annual General Meeting by a 2/3 s vote of the membership present. 24.3 Upon approval, amendments come into effect upon the next business day after the Members meeting. 24.4 All proposed amendments to the Constitution shall be forwarded, in writing, to the Club, no later than thirty (15) days prior to the Annual General Meeting. Request for Constitutional Amendment forms shall be available at the Clubs head office or on its web site. ARTICLE 25 - Accountability and Enforcement 25.1 The Club shall be a Member in good standing of its Provincial and District Associations and shall ensure and that all Rules, Policies, and Procedures established by the various Associations, Leagues and the Club are complied with. A copy of the Clubs Constitution, Rules, Policy and Procedures Manuals, and Affiliations shall be available to all Members at the Clubs Head Office and on the Club website. 25.2 No such regulation may violate the individual s right or freedom of any other individual and must ensure the stability of the basic structure of the game. 25.3 The Club shall adhere to the Dispute Resolution process as published and approved by its Provincial Association. Any Member of the club may initiate the Dispute Resolution process by communicating in writing with the Club's Provincial Association with a copy to the Club and its District Association, the nature and facts of the dispute. This Dispute Resolution process shall not be used for game discipline which shall follow the normal discipline and appeals process, as set out by their respective league by-laws. 25.4 The Club shall adhere to the Harassment Policy as published and approved by its Provincial Association. The Harassment Policy shall apply to all employees, Directors, officers, volunteers, coaches, game officials, administrators, players, Members and registrants of the Club. 25.5 The Club shall abide by the Conflict of Interest policy 21.0 established by the OSA. ARTICLE 26 - Appeals 26.1 Any Member or registrant of the Club directly affected by a decision of the Club may appeal such decision. Page 16 of 19

26.2 A decision of the Club may be appealed to the District Association with which the Club is affiliated. 26.3 An individual shall not appeal a decision made by the Board of Directors regarding matters of employment; 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 election, appointment and revocation process outlined in the Club s published rules has not been followed. 26.4 An individual shall not appeal a decision made by the Club regarding a player's team assignment. ARTICLE 27 - Committees 27.1 The Board may appoint such committees as it deems necessary for managing the affairs of the Club and may appoint Members of committees or provide for the election of Members of committees, may prescribe the duties of committees, and may delegate to any committee any of its powers, duties, and functions. 27.2 A quorum for any committee will be the majority of its voting Members. 27.3 The Board may establish the terms of reference and operating procedures for all Committees, and may delegate any of its powers, duties or functions to any Committee. 27.4 When a vacancy occurs on any Committee, the Board may appoint a qualified individual to fill the vacancy for the remainder of the Committee s term. 27.5 The President will be ex-officio (non-voting) Members of all Committees of the Club. 27.6 The Board may remove any Member of any Committee or any Committee. ARTICLE 28 - Indemnification 28.1 The Club will indemnify and hold harmless out of the funds of the Club each Director and Officer, their heirs, executors and administrators from and against any and all claims, demands, actions or costs which may arise or be incurred as a result of occupying the position or performing the duties of a Director or Officer. 28.2 The Club will not indemnify a Director or Officer or any other person for acts of fraud, dishonesty, or bad faith. 28.3 The Club will, at all times, maintain in force such directors and officers liability insurance as may be approved by the Board of Directors. ARTICLE 29 Adoption of this Constitution 29.1 This Constitution is ratified by a two-thirds affirmative vote of the Members of the Club present and entitled to vote at a Meeting of Members duly called. Page 17 of 19

29.2 In ratifying this Constitution, the Members of the Club repeal all prior Constitutions of the Club. ARTICLE 30 Harassment 30.1 The Club shall adhere to the Harassment Policy as published and approved by the OSA. The Harassment Policy shall apply to all employees, directors, officers, volunteers, coaches, game officials, administrators, players, Members and registrants of the Club. 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 is not limited to, sexual harassment. The Club shall make available to any Member the Harassment Policy, when requested. 30.2 Team officials, coaches, players, players parents, referees and spectators must abide by the YRSL policies of Harassment. Game official harassment or abuse by a team official or spectator will be subject to the harassment policy in accordance with YRSL. 30.3 In accordance with the Ontario Government Bill 168 the Club will adopt an employee and volunteer Harassment Policy. ARTICLE 31 Zero Tolerance Policy 31.1 The Club is a strong supporter of making sport safe for our youth. Over the last couple of years, verbal abuse directed towards referees, players and team officials has been a particular problem. Accordingly, the Club has set up the following program to help ensure the safety and enjoyment of all. 31.2 Anyone, including but not limited to a coach, parent, grandparent or guardian, judged by the Club Discipline Board to be guilty of abusive conduct towards anyone in attendance at a Club event will be reprimanded in writing. A second conviction, during the same season will result in all playing Members of the immediate family in question being dc-registered from the Club. In extreme cases, as determined by the Discipline Board, the dc-registration process may be evoked after the first offence. This policy, as per the OSA policy, only covers non-playing spectators which are associated with a game participant. For incidents not related to the event or involving non-associated spectators the Club cannot enforce the Zero Tolerance and/or Discipline Policies, however civil action may be sought by the parties involved. 31.3 When a person(s) in attendance, including but not limited to, the game official feels that they are being abused, as per the scope of this policy, by either a coach or spectator, the game official will be allowed to suspend the game. In all cases, the game official must inform the coaches that the game has been abandoned and file a Special Incident Report with the Club, who will process Page 18 of 19

this document in accordance with the rules defined by the OSA. ARTICLE 32 Transition Provision 32.1 The current Constitution provides for a Board of Directors comprising of nine (9) Executives, whereas this Constitution provides for only a seven (7) Member board, as set out in Article 16.1 hereof. The term of the of Officiating Director (Referee) and Tournament Director shall be truncated to one year effective as of the approval of this Constitution and shall expire as of September 30th, 2013, at which time these two executive positions shall be eliminated. The position of Equipment Director shall be recategorized as Director of Operations. 32.2 Nothing in this Constitution shall repeal the provisions of the current Constitution, save an except as provided for in Section 30.4. 32.3 This Constitution supercedes the current Constitution where it applies, save and except for Section 30.4. 32.4 Nothing in this Constitution will detract or limit the power and authority of the Officiating Director (Referee) and Tournament Director and to the extent they are inconsistent or contrary to the provisions of this Constitution the provisions of the current constitution pertaining to the governance of the Board of Directors shall continue to apply until September 30th, 2013, when the Current Constitution shall be repealed and shall be fully replaced by this Constitution. Page 19 of 19