NVFC Constitution

Please note: This online version of the NVFC Constitution is intended for information purposes only. If you require a formal copy of this document, please contact our First Vice-President, Operations at: vp-operations@nvfc.ca. Thank you.

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NORTH VANCOUVER FOOTBALL CLUB - CONSTITUTION

NORTH VANCOUVER FOOTBALL CLUB - BYLAWS
PART 1   - INTERPRETATION
PART 2   - AFFILIATION
PART 3   - MEMBERSHIP
PART 4   - TERMINATION OF MEMBERSHIP
PART 5   - DISCIPLINE OF MEMBERS
PART 6   - MEETINGS OF MEMBERSHIP
PART 7   - DIRECTORS AND OFFICERS
PART 8   - AMENDMENTS TO BYLAWS
PART 9   - ELECTRONIC MEETINGS/BALLOTING
PART 10 - GENERAL PROVISIONS

NORTH VANCOUVER FOOTBALL CLUB - CONSTITUTION

1. The name of the Society is "North Vancouver Football Club", hereinafter, the Club.
   
   
2. The purposes of the Club are:

   (a) To promote and encourage the development of soccer skills and good sportsmanship through organized soccer;

   (b) To do everything incidental and necessary to promote and attain the foregoing throughout the Province of British Columbia

3. The operations of the Club are to be carried out primarily across the City and District of North Vancouver and such other geographic areas in which Club members ordinarily reside.
   
   
4. The Club shall operate without purpose of gain for its members and any income, profits or other accretions to the Club shall be used to promote its objects.
   
   
5. In the event of winding up or dissolution of the Club, any funds and assets of the Club remaining after the satisfaction of its debts and liabilities, shall be given or transferred to such organization or organizations within British Columbia promoting the same objective of this Club. If effect cannot be given to the foregoing provisions, then such funds shall be given or transferred to some other organization within British Columbia, provided however that such organization referred to in this paragraph shall be a qualified one recognized by Canada Revenue Agency as being qualified as such under the provisions of the Income Tax Act of Canada from time to time in effect.
   
   
6. No Director or Officer shall be remunerated for being or acting as a Director or Officer, but a Director or Officer may be reimbursed for all expenses necessarily and reasonably incurred by that Director or Officer while engaged in the affairs of the Club.
   
   
7. Clause 2, 4, 5, and 6 of this Constitution are unalterable in accordance with the Society Act.

NORTH VANCOUVER FOOTBALL CLUB - BYLAWS

PART 1 - INTERPRETATION

1. In these bylaws, unless the context otherwise requires:

                (a) “Adult Player” means a Player (as defined below) who has reached the age of majority in
                      British Columbia on or before September 1 of any soccer playing season;

                (b) “Board Meeting” has the meaning set forth in section 38 below;

                (c) "Club" means North Vancouver Football Club;

                (d) "Director" means a Director of the Club and "Directors" mean the Directors of the Club;

                (e) “Honorary Members” has the meaning set forth below in section 7;

                (f) “Individual Members” has the meaning set forth below in section 5;

                (g) “Meeting(s)” has the meanings described in Part 6 below;

                (h) “Members” means Individual members and Honorary Members as further described in Part 3 below;

                (i)  “Minor Player” means a Player (as defined below) who has not reached the age of majority in
                       British Columbia on or before September 1 of any soccer playing season.

                (j) “Officer” means an Officer of the Club and “Officers” means the Officers of the Club;

                (k) "Society Act" means the Society Act of the Province of British Columbia from time to time in force and
                       all amendments thereto;

                (l)   "Term" means the time between the Annual General Meeting and the immediate next Annual General Meeting;

                (m) "Player" means a person whose registration fee has been accepted by the Club for the current
                       soccer year (being from 1 August of one calendar year through 31 July of the next).

2. Words importing the singular include the plural and vice versa, and words importing a male person include a female person.

PART 2 - AFFILIATION

3. The Board of Directors shall seek affiliation between the Club and the Canadian Soccer Association and such other British Columbia Soccer Associations as may be appropriate and prudent for the proper functioning of the Club, the best interests of the members, and to maximize soccer development and competition opportunities for players.

PART 3 - MEMBERSHIP

Classes of Members:

4. There shall be the following classes of Members:

                  (a) Individual Members;

                  (b) Honorary Members.

Individual Members:

5. The following persons shall be Individual Members of the Club in the following manners:

                  (a) All Adult Players;

                  (b) Each legal parent, or guardian of a Minor Player (or more than one Minor Player in a family unit), such
                        parent(s) or guardian(s) (up to a maximum of two individuals) to be identified as such each year on that
                        Minor Player’s registration form.

                  (c) A person who has undertaken to perform volunteer duties for the Club as a member of the Board of Directors;

                  (d) At the discretion of the Board of Directors, a person who has been appointed or assigned by the Board of
                        Directors to act voluntarily in some capacity within the Club, or to perform duties (whether voluntary or paid)
                        as determined by the Board of Directors.

6. Membership in the Club ceases when:

                  (a) An Adult or Minor Player ceases to be a Player with the Club;

                  (b) Persons who are members by virtue of their volunteer or other services, cease to be members upon
                        completion of or withdrawal from their assigned duties and responsibilities;

                  (c) A person in subparagraphs (a) or (b) herein delivers (by mail or electronic means) his or her resignation
                       to the secretary of the Club and has had this resignation accepted by the Club.

Honorary Members:

7. Any person who, in the opinion of the Board of Directors, is deemed to be worthy of recognition for their contribution to the Club may be invited, upon agreement of not less than 75 percent of the Board of Directors and upon endorsement by a majority vote of Individual Members at an Annual General Meeting, to become an Honorary Member, and upon acceptance will hold a lifetime membership in the Club. Honorary members shall not be liable to pay membership fees to the club or be eligible to vote but shall in all other respects enjoy the rights and obligations of membership, including termination and/or discipline as outlined in Parts 4 and 5 below.

Membership Fees:

8. The Board of Directors shall determine the amount of membership fees and the day in each year when the membership fees, if any, from each Member are due.

Denial of Membership:

9. The Board of Directors may deny a person membership in the Club if the Board of Directors has just and reasonable cause for so doing. If membership is denied, the Board of Directors must provide written reasons to the person denied membership.

Rights of Subscribers:

10. All subscribers to the Constitution and these Bylaws shall have the same rights as any other Members.

Duty of Members:

11. It is the duty of each Member in order to remain in good standing in the Club to comply with the Bylaws, policies and procedures of the Club and the directives from the Board of Directors and to pay membership fees when due.

PART 4 - TERMINATION OF MEMBERSHIP

Cessation of Membership for Non-payment:

12. A Member shall cease to be a Member if he or she fails to pay the annual membership fee, if any, on or before the date due.
    
    

Rescinding Membership or Expelling Member:

13. The Board of Directors may rescind the membership of any person in the Club, or may expel a Member from the Club, if a Member or Minor Player for whom that person stands as a Member:

                  (a) Contravenes provisions of these Bylaws or policies and procedures established by the Board of Directors;

                  (b) Breaches the rules of soccer;

                  (c) Breaches the rules of the Canadian Soccer Association and/or any such other association with which the
                       Club chooses to affiliate;

                  (d) Engages in conduct (whether on the field of play or elsewhere) that can be reasonably inferred to place
                        players safety and security of person at risk or otherwise may bring the game of soccer or the name and
                        reputation of the Club into disrepute.

14. Any decision taken to rescind the membership of or expel a person from the Club must be by two thirds majority of those Directors of the Board of Directors present at the Board meeting at which the matter is tabled for decision.

15. No decision to rescind a person’s membership or expel that person from the Club may be taken without that person first having had a chance to appear at a hearing at which he or she will be:

                          (a) Able to hear the allegations against him and make full answer to those allegations; and

                   (b) Entitled to call witnesses with direct knowledge of the facts and/or circumstances giving rise to the
                         hearing. The hearing panel convened pursuant to section 16 below may rule on the admissibility of
                         witnesses and may exclude any witnesses who, in the sole discretion of the panel, no not have direct
                         and/or relevant information.

16. A hearing conducted pursuant to the section above shall be held in front of a panel of no more than three members of the Board of Directors or such other adjudicative body recognized by the Board of Directors, and in both cases the Board of Directors shall receive a full report of the panel at a Board Meeting for which the matter is tabled for discussion and shall vote on the recommendations contained in that report.

17. A person appearing at a hearing under this part is not entitled to legal representation at that hearing unless consented to in advance by the panel, such consent to be at the absolute discretion of the panel and may be refused without reasons. Failure of the person or his/her legal representative (if such a representative had been permitted) to attend the hearing does not prevent the Board of Directors from proceeding with the hearing and making its decision.

PART 5 – DISCIPLINE OF MEMBERS

18. The Board of Directors may make policies and procedures for discipline of Members if a Member or Minor Player for whom that person stands as a Member (collectively the “Subject Member”):

                     (a) Contravenes provisions of these Bylaws or policies and procedures established by the Board of Directors;

                     (b) Breaches the rules of soccer;

                     (c)  Breaches the rules of the Canadian Soccer Association and/or any such other association with which
                           the Club chooses to affiliate;

                     (d) Engages in conduct (whether on the field of play or elsewhere) that can be reasonably inferred to place
                           players safety and security of person at risk or otherwise may bring the game of soccer or the name and
                           reputation of the Club into disrepute.

19. Policies and procedures established under this part must at a minimum allow in all cases for the Subject Member to know the charges against him or her and to make representations in person and through supporting witnesses at a hearing in front of an independent and impartial adjudicative panel either constituted by the Board of Directors or recognized as having authority to deal with the matter by the Board of Directors.

20. The policies and procedures established under this part may contain provisions for consensual dispute resolutions through which the matter may be resolved, including (without limiting) through use of mediation services of one or more ombudspersons identified and recognized by the Club. Any proposed resolution through this process must be approved by the Board of Directors.

21. In all cases, the results of a hearing or consensual resolution process must be reported to the Board of Directors who, except in cases involving a Minor Player, may then decide to make the results known to the membership or public if, in the discretion of the Board of Directors acting reasonably, the public interest is better served by publication. 

PART 6 - MEETINGS OF MEMBERSHIP

Annual, General and Special Meetings:

22. The Annual General Meeting of the Club shall be held within twelve months of the previous Annual General Meeting on a day and at a time and place within the District or City of North Vancouver to be fixed by the Board of Directors.

23. Every notice of an Annual General Meeting, a General Meeting, or a Special Meeting, shall be deemed to be given to every Member of the Club if mailed or e-mailed or handed to every Member, or if notice of such Meeting is advertised in a newspaper of general circulation in the District and City of North Vancouver or if notice of such Meeting is in a newsletter of the Club or on the Club website.

24. Every notice of an Annual General Meeting, General Meeting or Special Meeting, of the Club shall state the nature of the business of the Meeting and such notice shall be given to every Member at least 7 days before such meeting, in one of the manners set out in the immediately preceding paragraph. The order of business at an Annual General Meeting shall be as follows:

                          (a) Roll call
                    (b) Minutes of the last meeting
                    (c) Matters arising from the minutes
                    (d) Directors' reports
                    (e) Amendments to constitution or bylaws
                    (f ) Election of Directors
                    (g) New business
                    (h) Adjournment

25. Only the Board of Directors may call a General Meeting of the Club for any purpose and such meeting can only be called with at least fifty percent of the Board of Directors consenting to that meeting being called.

26. The Directors of the Club, at the request of not less than ten percent of the Individual Members of the Club in good standing, shall convene a Special Meeting of the Club.

27. Any persons calling a Special Meeting of the membership of the Club pursuant to the immediately preceding paragraph shall be responsible for the administration of and preparation for that Special Meeting, including complying with notice requirements and the costs of conducting such a Special Meeting.

Procedure at Meetings:

28. The rules of procedure at an Annual General Meeting, a General Meeting or a Special Meeting shall be determined by the Board of Directors. Such rules shall have at a minimum the same or similar protections as are contained in Roberts' Rules of Order.  Should a dispute arise over any rule or procedure to be adopted, Roberts’ Rules shall apply.
    
    
29. A quorum for the transaction of business at any Annual General Meeting, or General Meeting shall be a majority of the Board of Directors plus at least thirty-five Individual Members.
    
    
30. A quorum for the transaction of business at a Special Meeting shall be a minimum of 10 percent of the Individual Members of the Club in good standing.
    
    
31. Only Individual Members of the Club in good standing can vote at any meeting of the Members of the Club. Each Individual Member may cast one vote when a vote is called on any matter at any Meeting. Honorary Members shall have a voice but no vote.  For greater clarity, up to two legal parents or guardians can vote for each family unit of one or more Minor Players so long as each legal parent or guardian has been identified on the Minor Player’s registration form at the time of registration.

PART 7 - DIRECTORS AND OFFICERS

Directors of the Club:

32. The first Directors shall be the Subscribers to this Constitution and these Bylaws. With the exception of the President, First Vice-President, Second Vice-President, Secretary and Treasurer, the Directors shall hold office for one year and may be re-elected or re-appointed as the case may be for further terms without limitation. The President, First Vice-President, Second Vice-President, Secretary and Treasurer, shall hold office for two years, and may likewise be re-elected or re-appointed as the case may be for further terms without limitation. These five positions shall come up for election on a rotating basis, as follows: in each odd-numbered year, President, Second Vice-President and Secretary; and in each even-numbered year, First Vice-President and Treasurer. The number of positions on the Board of Directors can be varied from year to year at the discretion of the Board of Directors, but in no event shall the number of positions on the Board of Directors be fewer than six in number.
    
    
33. The Board of Directors shall be elected by the Individual Members of the Club at the Annual General Meeting and shall hold office until either the next Annual General Meeting (in the case of Directors generally) or the Annual General Meeting following the next Annual General Meeting (in the case of the President, First Vice-President, Second Vice-President, Secretary and Treasurer). The members of the Board of Directors will be nominated by the membership. Each nominee will indicate the position they are seeking on the Board of Directors. Nominations must be received in writing by the Secretary fourteen days before the date of the Annual General Meeting. In cases where no written nominations are forthcoming for a particular position on the Board, oral nominations will also be accepted for that position from the floor of the Annual General Meeting. Where there is only one nominee for a position, that nominee shall be declared at the Annual General Meeting to be elected unopposed. Where there are two or more nominees for a position, a ballot will be held whereby each member of the Club in attendance will be entitled to vote for one candidate for each position. The candidate with the highest number of votes will be the elected Director for that position on the Board of Directors.
    
    
34. Voting for Board of Director positions shall be conducted by secret ballot. Voting will be under the direction and control of a committee consisting of a chairperson and two scrutineers, previously designated by the Board of Directors none of whom may be seeking election.
    
    
35. Any vacancy occurring on the Board of Directors during the year may be filled by appointment by the Board of Directors by vote of two thirds of those members present at the Board Meeting at which the matter is tabled.
    
    
36. Board Meetings of the Board of Directors may be called by the President, or six or more members of the Board of Directors.
    
    
37. The management and the administration of the affairs of the Club shall be vested in the Directors. In addition to the powers and authority given by the Bylaws or otherwise expressly conferred on them, the Directors may exercise all such powers of the Club and do all such acts on its behalf as are not by the Society Act or any of these Bylaws, required to be exercised or done by the Club at an Annual or General Meeting and the Directors shall have full power to make such rules, regulations, and policies as they deem necessary, provided that such rules, regulations and policies are not inconsistent with the Constitution of the Club and these Bylaws.
    
    
38. The Directors shall determine their own procedure and quorum, except that the quorum at a meeting of the Board of Directors cannot be set at fewer than four Directors (the “Board Meeting”). The positions of the Directors will be as elected at the Annual General Meeting, unless the Board of Directors deems it expedient to fill a vacancy by appointing a current Board member to that vacancy.
    
    
39. A resolution in writing signed by three-quarters of the Directors personally shall be valid and effectual as if it has been passed at a Board Meeting duly called and constituted.
    
    
40. The Board of Directors may adopt rules and procedures for electronic meetings and any business conducted electronically and any documents signed electronically (either in whole or in part or as one document or a series of copies) shall have the same force and effect as if that business was conducted and the document signed in person.
    
    
41. No Director shall receive remuneration for his or her duties as Director.
    
    
42. Directors need not be Members of the Club however, the majority of Board of Director positions shall at all times be held by Club Members.
    
    
43. Any Member may request in writing that the Directors call a special Board Meeting of the Board of Directors (“Special Board Meeting”) for the purpose of considering whether any member of the Board of Directors should be removed from the Board of Directors and/or a new member substituted in that position.
    
    
44. A member of the Board of Directors may be expelled from the Board of Directors if they miss more than three consecutive Board Meetings without just cause or in any other case for just and reasonable cause by a three-quarters majority of the Board of Directors who are in attendance at the Special Board Meeting to consider the expulsion of a member of the Board of Directors provided that all Directors on the Board of Directors are given notice of the Special Board Meeting and that a quorum is present at the Special Board Meeting.
    
    
45. Except for the case of expulsion for non attendance as authorized in paragraph 44 above, any Director who is being considered for expulsion shall be given notice of the complaint against him or her and be given an opportunity to attend and be heard at the Special Board Meeting called for such a purpose.
    
    

Officers of the Club:

46. The Officers of the Club shall consist of the President, First Vice-President, Second Vice-President, Secretary and Treasurer, and such Officers as may be determined at a Board Meeting of the Board of Directors.
    
    
47. The President shall be the Chief Officer of the Club.
    
    
48. The First Vice-President shall generally assist the President and shall in the event of the absence or disability of the President, perform the duties and possess the authority of the President.
    
    
49. The Secretary shall keep the records of the Club or cause such records to be kept and shall perform such duties as may be delegated by the President.
    
    
50. The Treasurer shall oversee management of the funds of the Club and shall provide or cause to be provided, monthly financial statements and such other financial information as may be requested by the Board of Directors and, subject to the control of the Board of Directors, shall pay, or cause to be paid, any and all bills and also make available to the Annual General Meeting an account of all monies of the Club. The Board of Directors shall designate by resolution from time to time who shall be signatories in respect of the bank accounts of the Club and shall at all times have a written policy as to financial control, risk management and accounting practices required of the Club.  The policy or policies referred to herein will at a minimum accord with “industry standard” best practices for organizations of the size, type and resources of the Club.
    
    
51. The other Officers of the Club shall perform such duties as are determined by the Board of Directors, and the Directors can delegate duties and powers to the other Officers or employees of the Club that are not inconsistent with these Bylaws and the Society Act.
    
    
52. Officers of the Club shall receive no remuneration for the performance of their duties.
    
    
53. An Officer of the Club may be removed as an Officer by a majority vote of the Directors. An Officer so removed, if also a Director, shall remain a member of the Board of Directors unless the said Officer has been expelled or their membership is rescinded pursuant to the relevant provisions of these Bylaws.
    
    

Power to Borrow or Secure:

54. Directors shall not have the power to borrow monies on behalf of the Club without sanction of a special resolution at an Annual General Meeting, a General Meeting, or a Special Meeting of the Club.
    
    

Financial Statements:

55. The Directors shall present financial statements to the Members at each Annual General Meeting of the Club. The financial statements will be prepared in accordance with Generally Accepted Accounting Principles and shall, at a minimum show the income and expenditures, assets and liabilities of the Club during the preceding fiscal year. The financial statement shall be signed by two or more members of the Board of Directors.
    
    
56. The Directors of the Club, at the request of not less than fifteen percent of the Individual Members of the Club, shall arrange to have the finances of the Club audited or reviewed by a certified accountant, the results to be made available to all Club Members immediately upon completion.
    
    

Minutes and other Books and Records:

57. The Board of Directors shall see that the minutes of Members' Meetings and the minutes of Directors' Board Meetings, and all other necessary books and records of the Club required by the Bylaws of the Club or by any applicable statute or law, are regularly and properly kept.
    
    
58. The books and records of the Club shall be open to inspection by the Members at all reasonable times either at the registered office of the Club or at the office or place of residence of the Secretary of the Club or at such other reasonably accessible place that the Board of Directors shall designate.
    
    

PART 8 - AMENDMENTS TO BYLAWS

Amendments to the Bylaws:

59. The Bylaws of the Club may be amended at the Annual General Meeting or at a Special Meeting of the Club by a Special Resolution adopted by a three-quarters majority vote of the Individual Members of the Club present at the said Annual General Meeting or Special Meeting.
    
    
60. Notice of motion of the proposed changes or amendments to the Bylaws must be made in writing to the Board of Directors at least 30 days in advance of the Board Meeting at which it is intended to be considered.
    
    
61. Notice to amend any Bylaw or to introduce a new Bylaw shall be given to every Member of the Club and shall be deemed to be given to every Member if mailed or e-mailed or handed to every Member, or if notice of such Meeting is advertised in a newspaper of general circulation in the District and City of North Vancouver or if notice of such Meeting is in a newsletter of the Club or on the Club website. Such notice shall be given at least fourteen days in advance of the Meeting at which it is intended to be considered.
    
    

PART 9 – ELECTRONIC MEETINGS/BALLOTING

62. The Board of Directors may place one or more administrative issues or matters before the membership for consideration via email and decision by electronic vote under the terms and conditions contained in this Part.
    
    
63. No issue or matter required to be presented to or considered by the Members at the Annual General Meeting may be presented/considered by electronic means.
    
    
64. No matter requiring debate of the members may be presented or considered by the Members by electronic means, except that the vote on that matter may be held by electronic means in which case the Board of Directors may direct that electronic balloting be open for a period of time after the meeting ends.
    
    
65. The Board of Directors must make full disclosure to the Members – through an information circular – of all considerations and reasons they are seeking support for the matter by electronic ballot.
    
    
66. Notice, including the information circular and electronic balloting instructions must be provided to Members at least fifteen days in advance of electronic balloting.
    
    
67. Any electronic balloting system utilized by the Club must be able to guarantee that:

                   (a) The identity of the Individual Member voting can be verified as a Member entitled to vote;

                   (b) An Individual Member may only cast one ballot;

                   (c) The secrecy of a person’s ballot is maintained.

68. The Board of Directors may meet by electronic means so long as the Board of Directors has a policy in place which contains rules for conduct of electronic board meetings and for casting/recording board votes electronically.
    
    

PART 10 - GENERAL PROVISIONS

Copy of Constitution and Bylaws:

69. A member of the Club is entitled to an electronic copy of the Constitution and Bylaws free of charge, or a written copy upon paying the photocopying costs for such a copy.
    
    

Headnotes:

70. The headnotes in these Bylaws are for convenience of reference only and do not form part of these Bylaws.
    
    

Counterparts:

71. These bylaws may be signed by the applicants for amalgamation in as many counterparts as may be necessary; such counterparts, together shall be deemed to be an original and constitute one instrument and notwithstanding that date of execution, shall be deemed to be executed on the date set forth above.