Constitution and Bylaws

ARTICLE 1.  NAME

The name of this club shall be the Hanover Soccer Club, hereinafter referred to as the “HSC” or “the Club”. The headquarters of the Club shall be located within Steinbach, Manitoba.

ARTICLE 2.  PURPOSE

The Hanover Soccer Club will operate solely as a Not-For-Profit (NPO) organization.

The HSC shall have the following purpose:

1. To foster, promote, teach, develop, and govern the game of soccer within the community.
2. To help individuals to build and 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 with an emphasis on team spirit, respect for officials, and for each other.
3. To encourage sportsmanship.
4. To provide soccer at recreational, development and competitive levels, wherever possible, to enable players to participate at a level appropriate to theirability.

Any financial gain made by the Club shall be reinvested back into the club to be used to further promote the above objectives and shall not be used for direct or indirect gain of its Members, or Board of Director’s either individually or collectively. 

ARTICLE 3.  AFFILIATIONS

The HSC shall be a member of the Manitoba Soccer Association and shall follow the published rules of the MSA.  The HSC is subject to the published rules, in declining order of authority, of the following bodies to which it is affiliated:

• Canada Soccer Association
• Manitoba Soccer Association; and
• The HSC

From time to time, the Club shall participate in the WYSA and be affiliated with its approved leagues, and such further leagues, clubs or associations as the Board of Directors determine will further benefit the game of soccer and be within the guidelines of the governing bodies of those other leagues, clubs or associations.

ARTICLE 4.  AUTHORITY

The governing authority of HSC shall be vested in an elected body known as the Board of Directors, hereinafter referred to as the “the Board” which shall manage all Club affairs.

ARTICLE 5.  CATEGORIES OF MEMBERSHIP

5.1  Equal Opportunity

Hanover Soccer Club will comply with all applicable provincial and federal laws governing non-discrimination and will be open to participation by any individual, without discrimination on the basis of race, color, religion, national origin, citizenship, disability, age, sex, sexual orientation, or gender identity.

5.2  Members

Participation in the activities of the Hanover Soccer Club is by Membership only. The Hanover Soccer Club shall have two broad classes of Membership (1.) Voting Members and, (2.) Non-Voting Members, hereinafter collectively referred to as “Members” or individually as a “Member.” The various types of Membership shall be obtained and shall have those rights as follows:

5.3  Voting Members 

Members in this classification will have votes assigned to them by the HSC and will be entitled to cast votes at any Special or Annual General Meeting. Voting Members will be entitled to one vote provided that such person is in good standing as defined in Section 2.8. Voting Members have (3) classes of Membership;

1. Regular Members
   • Registered players over the age of 18 at the time of registration, 
2. Adult Members
   • Parents or guardians of Registered players under the age of 18 at the time of registration,
   • Entitled to one vote per paid registration.
3. Elected or appointed Directors

5.4  Non-Voting Members

A Non-Voting Member shall be entitled to receive notice of and to attend at meeting of the Members of the Club, and have speaking rights at meetings of the Members, but shall have no vote.  A Non-Voting Member shall only receive additional Membership rights or services from the Club if approved by the Board. 

Non-Voting Members have (4) classes of Membership;

1. Players
   • Registered players under the age of 18 years at the time of registration.
2. Associate Members 
   • Head Coaches, Assistant Coaches, Managers, Trainers, Referees for the current season with or without a registered child within the league, and any other persons who donate their time, efforts, services, or resources on behalf of the club and who meet such guidelines as the BOD establishes.
3. Academy member 
   • Any individual as defined by the Board as an individual whose primary, long term objective is to provide players with skills training and education and operating within the Province of Manitoba.
4. Honorary Member and Life Member 
   • Lifetime Membership may be granted to an individual who has rendered extraordinary and distinguished service to the HSC. Individuals may be nominated to be Lifetime Members by any member of the HSC and the granting of Lifetime Membership must be confirmed by a majority vote of the Board of Directors. Lifetime Membership includes the right to voice, no vote.

5.5  One Person One Class of Membership

Although it is possible for a member to be qualified for more than one (1) class of Membership in the Club, no person may hold more than one (1) class of Membership. It is therefore mandatory that each member shall declare himself/herself prior to the start of any meeting of the Membership and advise the chairperson of the Membership class he/she wishes to represent. Once the meeting is called to order, the member must remain in that class of Membership and may not change to another category or class of Membership.

5.6  Non-Transferrable 

Membership in the Club is non-transferable. 

5.7  Membership List

The Secretary of the Board shall prepare and maintain a list of current Regular Members, Adult (Parents/Guardian) Members, Players, Associate Members, Academy Members, and Honorary/Lifetime Members. The list shall be kept at the head office and updated as necessary and made available to all Directors. Such list of Members shall be used to attend and vote at any meeting of the Membership. 

5.8  Membership Year

Unless otherwise stated by the Board, every Membership, other than Lifetime Memberships, shall commence on or after May 1 in each year, and shall lapse and terminate on the 30th day of April next year, following the date on which the Membership commenced.

5.9  Members in Good Standing 

• members in good standing shall be those admitted to Membership and who have paid all required Membership fees to the Club, and; 
• members whose conduct is considered by the Board to be in compliance with these Bylaws, the stated Code of Conduct and the purposes of the club. 

ARTICLE 6.  TERMINATION, DISCIPLINE, AND MEMBERSHIP DUES 

6.1  Termination of Membership

A Membership in the Club is terminated when:

• any specified term of Membership expires; 
• a member fails to maintain any qualifications for Membership specified in Section 2.0 of these bylaws; 
• unless otherwise provided in these bylaws, a member is not in good standing for more than 90 days;
• the member resigns by delivering a written resignation to the registered office of the Club, in which case such resignation shall be effective on the date specified in the resignation;
• the member dies, or, in the case of a member that is an organization, is disbanded, dissolved or ceases its operations; 
• the member is expelled in accordance with Section 3.3 Termination, Discipline and Membership Dues of these bylaws or is otherwise terminated in accordance with these bylaws or by Special Resolution at a meeting of the Board Members;
• the Club is liquidated or dissolved under the Act.  Subject to these bylaws, upon any termination of Membership, the rights of the member, including any rights in the property of the Club, automatically cease to exist. 

6.2  Discipline of Members

The Board shall have authority to discipline, suspend or expel any member from the Club on any one or more of the following grounds: 

• violating any provision of the constitution, these bylaws, or written policies of the Club; 
• failing to be in good standing; 
• carrying out any conduct which may be detrimental to the Club, as determined by the Board in its sole discretion;  
• for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purposes of the Club. 

In the event that the Board determines that a member should be disciplined, suspended, or  expelled from Membership in the Club, the President, or such other director as may be designated by the Board, shall provide, in a written notice, 14 days’ notice of the proposed discipline, suspension, or expulsion to the member and shall, in the written notice, provide reasons for the proposed discipline, suspension or expulsion. 

The member may make written representations to the President, or such other director as may be designated by the Board, in response to the notice received within such 14 day period. In the event that no written representations are received by the President or such other director as may be designated by the Board, the President or such other director as may be designated may proceed to notify the member in writing that the member is suspended or expelled from Membership in the Club. If written representations are received in accordance with this Section, the Board will consider such representations in arriving at a final decision and shall notify the member concerning such final decision within a further 20 days from the date of receipt of the submissions. A member may appeal a Board decision to the Hanover Soccer Club, to be heard in accordance with the Hanover Soccer Club appeal process. 

6.3  Suspension 

In the event a member is suspended from Membership in the Club in accordance with Section 3.3, the member shall not be entitled to exercise any of the rights of being a member of the Club under these Bylaws and the Act, including, but not limited to, the following: 

• the right to receive notice of any Members’ meetings; and 
• the right to vote at Members’ meetings. The member so suspended shall automatically cease to be a member one year from the date of such member’s suspension unless a decision is made by the Board to restore the member to good standing. 

6.4  Expulsion by Special Resolution 

At any meeting of the Members where a Special Resolution is sought to expel a Voting Member or Non-Voting Member: 

• the notice of Special Resolution for expulsion shall be accompanied by a brief statement of the reason(s) for the proposed expulsion; and 
• the member who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the Members’ meeting prior to the voting on the Special Resolution to remove that member. 

6.5  Registration Refusal

The HSC reserves the right to revoke or refuse registration to any player based on violations of the HSC Constitution, Bylaws or Policies by either a player or their parents or legal guardians.

6.6  Failure to Pay Membership Dues 

A member may be declared by the Board to be not in good standing due to nonpayment of any registration fee or any outstanding debts to the Club.  In any case, the member shall be advised in writing of the declaration of not in good standing by the Board. Members shall remain not in good standing until the Board accepts that the debt is cleared or a financial arrangement for repayment of said debt has been entered into with the Club, or until the Board is satisfied of the member’s compliance with the Bylaws, Rules and Regulations, and board policies of the Club. A member who is not in good standing or is suspended from Membership shall not be eligible to vote at meetings of the Members or to participate in the business of the Club at meetings of the Members. 

6.7  Delivery of Club Property 

In the event a member is disciplined, suspended, expelled, not in good standing or otherwise terminated from Membership in the Club, the member shall, prior to the commencement of their sanction, suspension, or expulsion, deliver up any and all property of the Club in their possession, including but not limited to, equipment, records, and keys. The member agrees that failure to deliver up said property prior to the commencement of the sanction, suspension, or expulsion is irreparable harm to the Club and is appropriate for immediate judicial relief, including an injunction with no undertaking as to damages.

6.8  Membership Dues 

Membership dues, if any, shall be set by the Board from time to time, subject to approval by the Board Members at a general meeting of the Board. The Board may approve a different Membership fee structure for Regular Members and Adult Members of players. Members shall be notified in writing of any Membership dues at any time payable by them and, if such dues are not paid within 60 days of such notice, the member shall no longer be in good standing unless special arrangements have been made and approved by the Board.

ARTICLE 7.  BOARD OF DIRECTORS

7.1  Governance 

The Board of Directors shall govern the Club in compliance with the objects, powers, Bylaws and Policies of the Club, Rules of Operation and all applicable laws and regulations.  Each individual director on the board has a fiduciary duty to the organization, which is comprised of two main duties:

• Duty of care.  To act with the competence and diligence that a reasonably prudent person with similar knowledge and expertise would exercise in comparable circumstances; 
• Duty of loyalty.  To act honestly and in good faith in the best interests of the Club.

The Board must have no fewer than three (3) and no more than a maximum seven (7) Directors, one of which is the President of the Club. Any provision in these Bylaws relating to Directors applies equally to the President, unless specifically stated otherwise. 

Except as otherwise provided in the Act or these Bylaws, the Board has the powers of the Club and may delegate any of its powers, duties and functions. The Board shall be vested with the charge and control of Club and of its affairs, funds, and properties. 

It shall be the duty and responsibility of the Board to:

• make policies and procedures or manage the affairs of the Club in accordance with the Act and these Bylaws; 
• ensure the minutes of the Board meetings are properly recorded and filed in the Club’s minute book;
• organize an Annual General Meeting or any other meetings of the Members;
• prepare the annual budget, and financial reports for presentation to the Membership at the Annual General Meeting;
• make policies and procedures relating to discipline of Members, and will have the authority to discipline Members in accordance with such policies and procedures;
• 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; 
• determine registration procedures and Membership fees, dues, assessments, charges and other registration requirements; 
• maintain all Rules and Regulations which govern the game of soccer among the Members of the Club;
• employ or engage under contract such persons as it deems necessary to carry out the work of the Club;
• create Committees or other advisory bodies as it deems necessary or appropriate with such powers as the Board shall see fit; 
• appoint an individual who does not serve on the Club’s Board or Committees, to oversee the judicial policies and procedures of the Club and its Members, including constituting panels as needed to conduct:
  • Ethics;
  • Appeals; and
  • Discipline.
• borrow money upon the credit of the Club as it deems necessary in accordance with these Bylaws, and;
• perform any other duties from time to time as may be in the best interests of the Club. 

7.2  Removal of Director 

A director may be removed before the expiration of his or her term of office by; 

• Special Resolution 

If a director has been removed by Special Resolution, the Board may elect a replacement director by Ordinary Resolution to serve for the balance of the removed director’s term of office until the next Annual General Meeting. The director is entitled to be heard at or prior to the time when the Special Resolution is considered.

7.3  Ceasing to be a Director 

A person will automatically cease to be a director:

• upon the date which is the later of the date of delivering his resignation in writing to the President or any board member.  This resignation will become effective the date on which the resignation is accepted by the Board. Where a Director who is subject to a disciplinary investigation or action of the Club resigns, that Director will nonetheless be subject to sanctions or consequences resulting from the disciplinary investigation or action;
• upon the expiry of his term; or, if his term does not expire on the date of an annual general meeting, at the close of the next annual general meeting after the expiry of his term; 
• upon the date such person is no longer qualified pursuant to these Bylaws; 
• upon his removal; 
• on absenting himself without cause, the sufficiency of which shall be determined by the Board, from three successive meetings of the Board in a period of one year; 
• by willfully neglecting his duties to the Club, as determined by a majority vote of the Board; 
• on ceasing to be a resident of the Province of Manitoba; or 
• upon his death.

7.4  Casual Vacancies

If for any reason a vacancy exists on the Board: 

• if more than 90 days remain during his term, the Board may either: 
  • all for nominations and hold an election to fill the remaining portion of the vacated term; or 
  • appoint a new director to serve until the next Annual General Meeting; and 
• if less than 90 days remain during his term, the Board may either: 
  • appoint a new Director to serve until the next Annual General Meeting;
  • leave the position vacant until the next annual general meeting. If the office of President shall become vacant for any reason, the Secretary shall serve as President and the Board shall appoint a new Secretary from among the current Board. 

7.5  Remuneration of Directors

Directors shall serve without remunerations and no Director shall indirectly or directly receive any remuneration, salary or profit from that position of Director for any service rendered to the Club, provided that the Board of Directors may establish policies related to the reimbursement of Directors for reasonable expenses incurred in the performance of their duties as Director of the Club. 

Each Board Member in good standing will be entitled to one (1) paid Membership fee for the current outdoor season.  Said Membership cannot be sold for any monetary gain, but said Membership credit is transferable at no cost to any member against their Membership dues. 

7.6  Conflict of Interest

• Any member or employee of the Board shall disclose immediately, through any member of the BOD, any situation of conflict of interest, whereby the individual may be gaining (or be seen to be gaining) direct personal or monetary advantage not available to others. 
• Individuals deemed to be in any conflict of interest situation shall withdraw from entering into the discussion or voting on the matter in question. (They are then not counted as part of the quorum). 
• Persons deemed by the Membership to be in a conflict of interest position shall not be allowed to run for a position on the Hanover Soccer Board.
• Every Director who directly or indirectly has an interest in a proposed or existing contract or transaction or other matter relating to the Club shall make a full and fair declaration to the nature and extent of the interest at a Board Meeting.
• The declaration of a conflict of interest shall be made at a Board Meeting at which the question of entering into the contract or transaction or other matter is first taken into consideration or, if the Director is not at the date of that Board Meeting interested in the proposed contract or transaction or other matter, at the next Board Meeting held after the Director assumes office.
• After making such a declaration, no Director shall vote on a contract or transaction or other matter, nor shall he/she be counted in the quorum in respect of such a contract or transaction or other matter.
• If a Director has made a declaration of an interest in a contract or transaction or other matter in compliance with this section, the Director is not accountable to the Club for any profit realized from the contract or transaction or other matter.
• If a Director fails to make a declaration of interest in a contract or transaction or other matter in compliance with this Section, the Director shall account to and reimburse the Club for all profits realized, directly or indirectly, from such contract or transaction or other matter.

7.7  Indemnification of Directors

The Club will indemnify and hold harmless out of the funds of the Club each Director and any individual who acts at the Club’s request in a similar capacity, their heirs, executors and administrators from and against any and all claims, charges, expenses, demands, actions or costs, including an amount paid to settle an action or satisfy a judgment, which may arise or be incurred as a result of occupying the position or performing the duties of a Director or and any individual who acts at the Club’s request in a similar capacity. 

The Club will not indemnify a Director or any individual who acts at the Club’s request in a similar capacity for acts of fraud, dishonesty, bad faith, breach of any statutory duty or responsibility imposed upon him or her under the Act. For further clarity, the Club will not indemnify an individual unless: 

• the individual acted honestly and in good faith with a view to the best interests of the Club; and 
• if the matter is a criminal or administrative proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful. 

7.8  Insurance

The Club will, at all times, maintain in force such Directors Liability Insurance for the benefit of its Directors.

7.9  Confidentiality

Every Board member of the Club shall respect the confidentiality of matters brought before the Board for consideration.

7.10  Tenure of Board Members 

All Board positions are filled for a two (2) year period, with the exception of the President who will serve a three (3) year term, and Members are elected to their post on a graduated schedule. The Secretary, and Technical Director, and Systems Director are elected in odd-numbered years, while the Treasurer, Registrar, WYSA Director, and Equipment Director are elected in even-numbered years. Should the position remain unfilled or be vacated during a term, the Board may appoint another person to the position, for the remainder of the term as per Section 4.4 Casual Vacancies.

7.11  Board of Directors

 The Board shall consist of the following Members:

• President – Elected for a three (3) year term
• Secretary – Elected for a two (2) year term
• Treasurer – Elected for a two (2) year term
• Technical Director – Elected for a two (2) year term
• Registrar – Elected for a two (2) year term
• Systems Director – Elected for a two (2) year term
• Equipment Director – Elected for a two (2) year term

7.12  Roles of the President

• The President of the Club shall preside at all meetings;
• The president is the chair of the Board and is responsible for supervising and disciplining the other directors in the execution of their duties;
• The President shall be the official Representative of the Hanover Soccer Club, and;
• Is the only duly authorized representative to provide official statements to the public or media on behalf of the Club;
• The President shall appoint all committees with majority approval of BOD;
• Prepare the agenda for Annual General Meetings;
• The President shall approve all invoices for the Hanover Soccer Club;
• Manage and lead the Soccer Club;
• Be a signing officer for the Soccer Club;
• The President shall notify voting Members by email if a vacancy occurs on the Executive Board and shall call for nominations and election to fill said vacancy at any meeting;
• The President at his/her discretion shall annually appoint an independent Accountant, to go over the Treasurer’s books to certify the financial report;
• In his/her absence, appoint a board member to take on the President’s duties until such time as the President returns to their position or a new President is elected;
• In the event of a tie vote, cast the deciding vote;
• From time to time, bring unresolved matters to a close by choosing a method of resolution at his or her discretion as follows: 
  • an ordinary resolution, or
  • a special resolution, or
  • an unanimous resolution.

 Resolutions are defined as per Appendix “A” of these Bylaws. 

7.13  Roles of the Secretary

• The Secretary shall record the minutes of all meetings, attend to all correspondence and keep records of the Club;
• The Secretary shall keep a complete list of all categories of Members;
• Ensure the past and current years’ records shall be available at all General, Special, and Annual meetings;
• Issuing notices of general meetings and directors’ meetings;
• Notifying all Members of any upcoming meetings;
• Distribute minutes (via email) to the Board within 10 days of meetings;
• Maintain a permanent set of Club minutes, correspondence and by-laws; 
• Conduct all correspondence of the Board;
• File the annual report of the Club and make any other filings.

7.14  Absence of Secretary from Meeting

• In the absence of the secretary from a meeting, the Board must appoint another individual to act as secretary at the meeting.

7.15  Roles of Treasurer

• Collect all registration fees and all other monies derived from the activities of the Club and have charge of all money of the Club;
• Keep a detailed account of income and expenditures of the Club; 
• keep accounting records in respect of the Clubs financial transactions;
• Prepare the Club’s financial statements;
• The Treasurer shall pay all bills properly passed upon and approved by the President.  Cheques must be co-signed by the President or appointed delegate of the BOD in the absence of the President;
• The Treasurer shall submit a financial report at each meeting;
• The Treasurer shall submit a detailed annual financial report, audited by an independent accountant at the discretion of the President at the end of December each year.  This annual financial report shall be submitted to the Board of Directors; 
• The Treasurer shall maintain a permanent record of bids received for the purchase of equipment. Three (3) bids for each purchase of equipment in excess of $1,000.00 shall be required before the Board can approve an equipment purchase. The purchase decision shall be made by considering the price, quantity, and delivered as promised; 
• Ensure all players have paid dues in full prior to playing in the regular season;
• Prepare an operating budget for upcoming season;
• Ensure that the Director’s Liability Insurance is up to date, and paid in full.

7.16  Roles of Technical Director

The Technical Director’s responsibilities are as follows:

• The Technical Director will oversee the technical aspects of developing our coaches and players. This will include providing technical and skill developing clinics to our spring, summer, fall and winter Coaches, including the scheduling of pertinent licensing clinics/test in conjunction with the Winnipeg Youth Soccer Association & Manitoba Soccer Association, as well as providing technical and skill development clinics for our spring, summer, fall and winter players at all age levels. 

7.17  Roles of the Registrar 

• Prepare for and coordinate player registration at the beginning of the season and manage all other player registration throughout the year;
• Submit all money to Treasurer;
• Work with the Systems Director to prepare a name/phone/email list of all Soccer Members for the Soccer Executive by October 31;
• Act as the Privacy Officer and maintain responsibility over any and all privacy issues;
• Work with team managers and coaches to collect and submit information and cheques for HSC and WYSA as needed.

7.18  Roles of Systems Director

• Design and maintain Hanover Soccer Club Website (https://hanoversoccer.ca) and all other associated websites of the Club;
• Work with the Board of Directors to obtain current information from each Director and post on the website;
• Liaise with the President regarding content and information posted on the website;
• Maintain and update electronic mailing lists;
• Liaison with the Registrar to develop, maintain, and ensure the online registration process is in good working order;
• Liaise with the President in promoting the HSC through social media.

7.19  Roles of Equipment Director

• The Equipment Director shall have full charge of all equipment of the Club; 
• The Equipment Manager shall obtain bids for equipment where necessary and obtain Presidents approval; 
• The Equipment Manager will be responsible to make sure that each team is properly equipped for the upcoming season; 
• The Equipment Manager will submit a list of equipment needed for the upcoming playing season to the Executive Board two (2) months prior to that season; 
• The Equipment Manager will submit annually to the Executive Board a detailed inventory of equipment;
• The Equipment Manager shall be responsible for collecting all equipment at the end of each season for inventory purposes; 
• The Equipment Manager shall receive in writing any requests for use of any properties and/or equipment belonging to HSC.  Such requests shall be reviewed and acted upon by a majority of the Board within 14 days. 

ARTICLE 8.  ELECTIONS

8.1  Eligibility

Duty of Care

The HSC shall screen incumbent Director’s nominated to the Board to ensure the safety of all its Members, programs, and services.  

In order to qualify to become or act as a Director, the following criteria must be met:

• Shall be a citizen or permanent resident of Canada
• Shall be eighteen (18) or more years of age
• Shall not be an undischarged bankrupt or of unsound mind
• Shall produce;
  • a Criminal Records Check in the National Repository of Ottawa through the R.C.M.P that is satisfactory to the President; and 
  • a Vulnerable Sector Check from the RCMP that is satisfactory to the President 
    
    The nominee shall be reimbursed in full for the cost of the criminal records check with submission of a receipt and within thirty (30) days of submission.
• Shall be 1 parent/guardian per family unit

8.2  Disqualification

A director who is not qualified to be a director under the Act or these Bylaws ceases to hold office as of the date of disqualification.  

8.3  Elections of Board Members 

The election of the President and Directors shall be the last agenda item before the conclusion of the Annual General Meeting. The elected officials take office immediately following the end of the Annual General Meeting. 

Except where an election is held to fill the unexpired portion of a term, newly elected Directors shall be elected for two (2) year terms. 

Directors will serve terms of two (2) years and may serve three (3) consecutive terms unless they resign, are removed from or vacate their office. Directors are ineligible for re-election for two years after the end of their third consecutive term.

8.4  Election Process 

All candidates must give approval in writing in order to have their name stand for election. A candidate may stand for election as President, Director, or both. The candidate elected President will not be eligible to be elected as a Director. All candidates must indicate their willingness and ability to meet obligations of office and must provide a brief biographical description. 

Any Board Member elected to the position of President shall be deemed to have resigned their position as Director upon been elected President. The vacant Director position will be filled as per Article 4.15. 

The Secretary shall provide the list of candidates for election as Directors including when applicable, the position of President to be elected.  The list of candidates provided for the position of President may include the individuals currently on the Board. The list of candidates shall be published to the Members by electronic means no less than 30 days before the date of the Annual General Meeting.

8.5  Election of President

The President will be elected at Annual General Meetings as follows: 

• The President shall be elected by the Voting Members to office separately by secret ballot. The President shall require a majority (50%+1) of the votes cast to be declared elected. If no candidate receives a majority on any ballot, the candidate who obtains the lowest number of votes is eliminated from subsequent ballots until one candidate receives a majority. 

8.6  Election of Directors

Directors will be elected at Annual General Meetings as follows: 

• Directors will be elected by show of hands, an oral vote, or another method that adequately discloses the intention of the voting Members, except that if, before such a vote, two (2) or more voting Members request a secret ballot or a secret ballot is directed by the chair of the meeting, voting must be by a secret ballot;
• in the case where there is only one candidate for a position, a vote must still be taken. The candidate must receive a majority (50% +1) of the votes cast to be declared elected. If the candidate does not receive the required majority, the position will be vacant and may be filled according to Section; 
• in any election of Directors, the candidates receiving the greatest number of votes shall be elected;
• in the case where candidates receive the same number of votes for any position(s), there will be a run-off vote between the tied candidates. The candidate receiving the most votes is elected;
• there is no absentee or proxy voting by Directors, except that a Director who is participating by teleconference or other electronic means may vote by that means.

ARTICLE 9.  BOARD MEETINGS

9.1  Regular Board Meetings 

Except as otherwise required by law, the Board may hold meetings at such place or places as the President or, in his or her absence, the Secretary, may from time to time determine. The Board shall meet not less than four (4) times per year.

9.2  Special General Meetings 

A Special General Meeting shall be convened by the President at; 

• the direction of the Board or;
• at the written request of at least ten (10) Members in good standing.

9.3  Special General Meeting Requested by Board

Special General Meetings may be called by the President or Secretary in the absence of the President or on petition in writing to the Secretary signed by any two (2) Directors. Twenty–one (21) days’ notice shall be given for the Special Meeting to all Directors. Contained in the notice shall be the reason or subject matter to be dealt with at the Special Meeting, as per the direction of the Board.  Business transacted at a Special Meeting shall be limited to that specified in the notice calling the meeting or otherwise directed by the President or Secretary.  All matters at a Special Meeting must be resolved by Special Resolution or in rare cases Unanimous resolution as determined by the Board.  The result of the vote will be as valid as one passed at a meeting. The resolution shall be dated as of the date of the last signature.

The chair of a Directors meeting will be the President. If the President is absent from the meeting, the Board will appoint another Director to preside over the meeting.  Meetings of the Board will be closed to Members and the public except by invitation of the Board.  Directors may attend board meetings by teleconference or other electronic means. 

9.4  Special General Meeting Requested by Members

Special Board Meetings may be called at the request of a minimum of ten (10) Voting Members.  Twenty–one (21) days’ notice shall be given for the Special Meeting to all Directors and the existing Membership. Contained in the notice shall be the reason or subject matter to be dealt with at the Special Meeting, as per the request of the Membership. Business transacted at a Special Meeting shall be limited to that specified in the notice calling the meeting or otherwise directed by the President or Secretary.  All matters at a Special Meeting must be resolved by Special Resolution as determined by the Voting Members.  The result of the vote will be as valid as one passed at a meeting. The resolution shall be dated as of the date of the last signature.

The chair of a Special General Meeting will be the President. If the President is absent from the meeting, the Board will appoint another Director to preside over the meeting.  

9.5  Notice of Board Meetings

Notice shall be communicated to all Directors at least seven (7) days in advance of the meeting, unless all Directors agree to the calling of a meeting on shorter notice or the Board Meeting is held on a regular day or date of each month or immediately following a meeting of the Members of the Club.

Notice shall include a tentative agenda in the case of a Regular Board Meeting and shall specify the business to be conducted in the case of a Special Board Meeting.

No formal notice of any Board Meetings shall be necessary if all the Directors are present or if those absent signify their consent to the meeting being held in their absence.

9.6  Order of Business at General Meetings

The order of business at a general meeting is as follows:

• elect an individual to chair the meeting, if necessary;
• determine that there is a quorum;
• approve the agenda;
• approve the minutes from the last general meeting;
• deal with unfinished business from the last general meeting;
• new business.

9.7  Error in Notice

No error or omission in giving notice for a Board Meeting shall invalidate such meeting or invalidate or make void any proceedings taken at such meeting, and any Director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had there at.

9.8  Adjournment of Board Meetings

Any Board Meeting may be adjourned at any time and from time to time such business may be transacted at such adjourned meetings as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment.

9.9  Quorum

A quorum of a Board Meeting shall be Half of the elected Board of Directors for current year. No business of the Board shall be transacted in the absence of a quorum.  Any motion made in the absence of a quorum shall be null and void.

9.10  Voting Rights

Each Director, including the President, is entitled to one vote. Voting will be by a show of hands or a secret ballot if requested by any Director. Resolutions will be passed upon a majority of the votes being in favour of the resolution. In the event of a tie, the President is entitled to a second vote to decide the issue.

9.11  Voting Procedures

A majority of votes of the Directors present at a Board Meeting shall decide every issue. Every issue shall be decided in the first instance by a show of hands and, unless a secret ballot is demanded by a Director present, a declaration by the Chair that the motion has been carried or not carried and an entry to that effect in the minutes of the meeting shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favor or against such motion. An abstained vote shall be countered as a no/against vote. The President is entitled to one vote and is entitled to cast a second vote only in the event of a tie vote.

ARTICLE 10.  ANNUAL GENERAL MEETING (AGM)

10.1  Agenda AGM

An AGM is held every year to elect the board of directors and inform Hanover Soccer Club Members of previous and future activities.  The AGM will be conducted by the President of the club. Minutes of the meeting will be taken by the Secretary. In the absence of the President and Secretary, the Director’s shall choose another Director as Chair and, if no Director is present or if all Directors decline to act as Chair, the meeting shall be rescheduled.

Notice of the Annual General Meeting to be held before the 31st of December each year shall set out the agenda, including particulars of any other business to come before the meeting. The time and place of the meeting, and such notice, shall be distributed to all Members. Such notice shall be posted on the Hanover Soccer Club Website at least 30 days prior to the date of the meeting. The AGM agenda will cover at minimum the following items:

• call to order;
• roll call;
• regrets;
• introduction of Board of Directors and Special Guests;
• establishment of Quorum;
• appointment of Scrutineer;
• new business Any Member who wishes to have new business placed on the agenda of a Meeting of the Association;
• approval of the Agenda; 
• declaration of any Conflicts of Interest;
• minutes of previous AGM; 
• matters arising from the Minutes; 
• adoption of Minutes of the previous AGM;
• presentation of Annual Report (Chair/Secretary); 
• reports of activities of the Club during the preceding year;
• receiving information regarding the planned activities of the Club for the current year;
• adoption of Annual Report;
• business arising out of previous Meeting of the Association Minutes;
• receive the Treasurers report on the financial statements of the Society for the previous financial year;
• receive reports from directors on their activities accomplishments and challenges since the previous annual general meeting;
• report on Budget, if applicable;
• appointment of Auditors if any;
• business as specified in the notice of the Meeting of the Association;
• deal with New Business; 
• consideration of any proposed amendments to the Bylaws of the Club Rules and Regulations amendments;
• elections of Directors, and President if applicable;
• adjournment, called by the President.

10.2  Persons Entitled to be Present. 

The only persons entitled to be present at an AGM are Members in good standing, the Club Directors, any Club staff, invited guests, the auditor (if any) of the Club and such other persons who are entitled or required under any provision of the constitution or these bylaws of the Club to be present at the meeting. 

10.3  Quorum

A quorum for an Annual General Meeting shall be a minimum of twenty-five (25) Members eligible to vote and present in person. No business shall be transacted in the absence of a quorum except to take measures to obtain a quorum, to establish the time to which to adjourn, or to take a recess. Any motion made in the absence of a quorum shall be null and void. 

10.4  No Proxies

Proxies will not be permitted.  Members must be present and eligible at the Annual General Meeting. 

ARTICLE 11.  ACCESS TO RECORDS

11.1  Inspection by Members

The documents including the financial records of the Club and the minutes of meetings of Members, committee meetings and meetings of the Board will be open to the inspection of any Director at reasonable times.

A member in good standing is entitled, subject to any Board Resolution, upon providing not less than 14 days’ notice to the Club, to examine any of the following documents and records of the Club at the registered office of the Club at a predetermined time:

• the constitution and these Bylaws, and any amendments thereto;
• the statement of directors of the Society;
• minutes of any meeting of Members, including the text of each resolution passed at the meeting;
• resolutions of the Members in writing, if any;
• annual financial statements relating to a past fiscal year that have been received by the Members in a meeting of Members;
• the register of directors;
• copies of orders made by a court, tribunal, government, or governing body in respect of the Club;
• the disclosure of a Director regarding a conflict of interest.
• except as expressly provided by statute or at law, a member will not be entitled or have the right to examine or inspect any other document or record of the Club. However, subject to such policies as the Board may establish, a member in good standing may request, in writing delivered to the registered office of the Club, to examine any other document or record of the Club and the Board may allow the member to examine the document or a copy thereof, in whole or in part and subject to such redaction as the Board deems necessary, all in the Board’s sole discretion;
• copies of documents to which a member is allowed to examine may be provided on request by the Member for a reasonable production fee to be determined by the Board.

11.2  Inspection by Non-Members. 

A non-member may only inspect the records of the Club with permission of the Board. A non-member may not inspect the register of Members.

11.3 Use of Members and Directors Register 

A person must not use contact information that the person obtains from an inspection of the Club’s register of Members or directors except in connection with matters related to the activities or internal affairs of the Club and in compliance with the Act.

ARTICLE 12.  BANKING

12.1  Cheque Signing Authority

The finances of the Club shall be under the control of the Board of Directors. Any combination of two of the following signatures: President, Secretary, or Treasurer and any such other person(s) as the Board of Directors may from time to time designate, shall be required on every cheque or other financial instrument on behalf of the Club.  The President will be required to be one of the signatories on any cheque(s) in excess of $1,000.00.  One other person approved by the Board of Directors shall be empowered to sign on cheques in excess of $1,000.00 in absence of the President.

Any combination of two of the following : President, Secretary, or Treasurer and any such other person(s) as the Board of Directors may from time to time designate, are hereby authorized for and in the name of the Hanover Soccer Club to :

• open and maintain a chequing account in a Canadian chartered bank, or Credit Union as may be required by the Club; 
• invest any excess funds of the Club in a Canadian chartered bank, or Credit Union as may be required by the Club;
• from time to time to arrange, settle, balance and certify all books and accounts between the Hanover Soccer Club and the said Club’s bank;
• to receive all paid cheques and monies and to give quittance for the same;
• generally, in the name and on behalf of the Club, to transact with the said Chartered bank or Credit Union any business they may think fit.

12.2  Borrowing

Any combination of two of the following : President, Secretary, or Treasurer and any such other person(s) as the Board of Directors may from time to time designate, are hereby authorized for and in the name of the Hanover Soccer Club to :

• borrow money from a bank or credit union by incurring an overdraft or otherwise for the purpose of meeting the operating expenses of the Club when in the opinion of the Directors other resources of HSC are insufficient or cannot be made readily available for such purposes;
• borrow money for any purpose of the Club on the recommendation of the Directors and with the approval of the voting Members given by at least 75% of the votes cast at an Annual General Meeting or Special Meeting of Members;
• Borrow money for the purposes of providing any honorarium, upon majority vote of the Members at an Annual General Meeting.

ARTICLE 13.  AMENDMENTS TO THE BYLAWS AND ARTICLES

Any Director or Voting Member of the Club, in good standing, may propose an amendment to the Bylaws of the Club. This proposal must first be submitted in writing to the Board.  Written notice will mean notice which is hand-delivered or provided by mail, fax, electronic mail or courier to the address of record of the Club, as the case may be.  No proposal for amendments to the Bylaws of the Club shall be accepted from the floor at any meeting.

No change or amendment shall be made to the Constitution or Bylaws of the Club except by:

• A Special Resolution vote by the Voting Members present at the Annual General Meeting.
• A Special Resolution vote by the Voting Members present at a Special meeting of the Board of Directors duly called to amend, revise or repeal these By-Laws. 

Subject to the discretion of the Board, the proposed amendments or additions to the Constitution and Bylaws will only be presented to the Members for consideration if submitted to the Board in writing, at least thirty (30) days prior to the AGM or Special Meeting requisitioned by the Voting Members at which it is to be considered, and delivered to the Members at least fourteen (14) days before the meeting.  The proposed amendment will be presented at the Annual General Meeting or Special Meeting.  Revision, amendments, changes, or repeals of these Bylaws are strictly by Special Resolution only. Upon affirmative vote, any amendments, revisions, addition or deletions will be effective immediately following the conclusion of the meeting

ARTICLE 14.  UNFORESEEN CIRCUMSTANCES 

The Board shall have the final decision on any matters not provided for in these Bylaws.  The board shall have the authority to interpret any word, term or phrase, in these Bylaws which is ambiguous, contradictory or unclear by ordinary resolution (agreement of 50% of the directors present at the Board meeting).

ARTICLE 15.  DISSOLUTION

Hanover Soccer Club may be dissolved by a Special Resolution passed by the HSC Members, at a Member’s meeting.  Upon the dissolution of the HSC, the property of the Club shall be added to the funds of the Club and the amount of those funds distributed firstly in payment of all outstanding debts and liabilities of the Club and the balance shall be distributed to a qualified Donee(s) determined by a Special Resolution passed by the Members at a general meeting.  A Special Resolution passed by the Members is required to make any change concerning the distribution of property remaining on liquidation after the discharge of any liabilities of HSC.  Under no circumstances will any funds become payable to, or be used to personally benefit any member of the Association.  

Appendix A – Resolutions’

A1.1  Ordinary Resolution

An Ordinary Resolution is the agreement of just over half (50%) of the Directors present at the board meeting.  For example, if there are ten (10) Directors, you will need the agreement of at least six (6) Directors for the matter to be decided favourably.

A1.2  Special Resolution

A Special Resolution is the agreement of more than half, usually 75% of the directors present at the meeting.  For example, if there are ten (10) Directors, you will need to agree with at least eight (8) directors for the matter to be passed through a Special Resolution.

A1.3  Unanimous Resolution

A Unanimous Resolution is the agreement of all the Directors present at a Board meeting.  That is 100% of the Directors’ present will need to be in favour of the particular matter for it to pass.  A straight 10 out of 10 of the directors eligible to vote.  The more Directors that are required to vote one way, the harder the matter is to pass.

As a general guide, Ordinary Resolutions pass the day to day decisions involved in running the Club. More serious matters, such as adopting or modifying a Club’s constitution or Bylaws will require a Special Resolution.  It is less common to see Unanimous Resolutions but may be enacted as the Board of Directors deems necessary.