The Club Constitution was approved by the membership at the Special General Meeting on January 28, 2007. The Constitution was amended at the Annual General Meeting on December 6, 2009.
A more detailed description of the responsibilities of the Executive of the Club and Director positions, as set out in Article 6 of the Constitution, was approved by the Board of Directors on January 27, 2007. For more information see <Board of Directors Duties Approved_Jan 3_2010>
Club Constitution (January 28, 2007)
Article 1: • Name / Area of Operation
1.1: The Name of this Club shall be the Nepean Hotspurs Soccer Club Inc., hereinafter referred to as the Club, or the Nepean Hotspurs.
1.2: The Headquarters of the Club shall be located within the District boundaries of the Eastern Ontario District Association (EODSA), hereinafter referred to as the District Association.
Article 2: • Objectives
The Club shall have the following objectives:
- To provide opportunities for Club members to play recreational and competitive soccer at a level appropriate to their skills and interests. To help individuals 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.
- To develop the soccer skills of all Club members in all divisions (competitive and recreation, youth and senior) while stressing teamwork, sportsmanship and an appreciation for the game of soccer.
- To promote the game of soccer in the community, in the region, in the province and elsewhere.
- To promote the continual development of coaches at both the competitive and recreation league levels through internal and external programs.
- To promote and develop a wholesome team sport for all participants (players, coaches, other volunteers, officials and spectators), both indoor and outdoor.
Article 3: •Affiliations
The Club shall be a member of the District Association and shall follow the published rules of the District Association and the Ontario Soccer Association, hereinafter referred to as the OSA. The Club is subject to the published rules in declining order of authority of the following governing organizations to which it is affiliated:
- The Ontario Soccer Association (The OSA).
- The Eastern Ontario District Soccer Association (The EODSA).
- The Nepean Hotspurs Soccer Club (The Club).
Article 4: Club Colours and Logo
1 • Club Colours:
The Club colours shall be red and white. The uniform (jersey, shorts) shall be predominately red with white trim. Stockings shall be red or white and may have a red or white trim as applicable. The Club logo shall be on the left breast and numbers shall be on the back. Alternate jerseys shall be predominately white with red trim.
Optional colours can be used for jerseys in the Club's House League programs.
2. • Club Logo:
The Club logo shall be a shield with a Knight’s helmet mounted on a banner on the top and a banner on the bottom. ‘Nepean Hotspurs’ is written in the top banner and ‘Soccer Club est. 1970’ is written in the bottom banner. The shield is divided into an upper and lower section. The upper section contains the image of a spur. The lower section is divided into two halves: The left half contains a soccer ball and the right half contains a maple leaf.
The logo shall be used on any Club-originated team wear and Club approved advertising.
The Nepean Hotspurs Club logo is the property of the Nepean Hotspurs Soccer Club and is to be used solely for the business of the Club. Any organization, association or other body looking to utilize the Nepean Hotspurs Club logo must obtain prior authorization, in writing, from the Nepean Hotspurs Executive. Unauthorized use of the Nepean Hotspurs logo is strictly prohibited.
Article 5: • Membership
Membership is open to any person providing such person is willing to subscribe to the Club Constitution, By-Laws, the objectives, policies, and rules of the Club.
There are three classes of Members, namely, Regular Member, Honorary Member and Life Member. The three classes of Members are defined as follows:
(a) Regular Member
A Regular Member is defined as a:
- registered player
- registered Club coach
- registered Club game official or
- registered Club administrator
A member can be involved in more than one position however, is entitled to only one vote at a Member’s meeting.
Although an individual may qualify for, and be registered under, more than one of the above categories, each individual holds only one Membership in the Club, and is entitled to one vote at Members' meetings.
A player shall become a regular Member when approved by the Club's Registrar. All Members must follow the Club’s Code of Conduct Policy.
Upon application, a coach shall become a regular Member upon acceptance by the Directors of the Club. A coach is an individual who is registered with The OSA to teach, instruct, train and guide players to play the game of soccer.
Upon application, a game official shall become a regular Member upon acceptance by the Directors of the Club. A game official is an individual who is registered with The OSA to officiate soccer games.
An administrator shall become a regular Member upon election or appointment by the Directors of the Club. An administrator is an individual who is registered with The OSA to be responsible for one or more of the functions required to operate a Club. For purposes of this definition, a Team Manager and a Director shall be classified as an administrator.
(b) Honorary Member
The Board of Directors may designate an individual as an Honorary Member for a specific period of time.
An Honorary Member is afforded all rights of membership, including the right to attend and speak at Members' meetings, but is not entitled to vote.
(c) Life Member
The Board of Directors may designate an individual as a Life Member.
A life Member is afforded all rights of membership, including the right to attend and speak at Members' meetings, but is not entitled to vote.
Each member shall pay a registration fee, as specified in the Club Registration and Refund Policy, in an amount to be determined annually by the Board of Directors. This fee shall be collected before such applicant is registered as a member of this Club.
Upon request, and under special circumstances, the President may elect to waive all or any part of the registration fee for individual players.
(e) Discipline of Member
A Member may be fined, censured, suspended or expelled from membership for cause and only after charges have been laid in accordance with the Club’s published rules and a hearing held in accordance with the Club’s and OSA’s published rules. An individual whose membership has been suspended loses all rights of membership until the suspension has been terminated.
Player, team and team official discipline for game infractions is governed in accordance with the procedures published by the OSA.
Any member, who infringes the Articles or Rules of the Club or brings the Club into disrepute, may be reprimanded, suspended or expelled from the Club after a hearing by the Board of Directors of the Club at which hearing the Member is entitled to attend.
(f) Termination of Membership
Membership in the Club shall be deemed to have been terminated:
If the Member submits a signed letter of resignation to the Club.
If the Member is expelled by the Club’s Board of Directors.
If the Member is no longer registered with the Club.
Article 6: •Board of Directors
The Club shall be governed by a Board of Directors, which shall consist of at least three (3) individuals, or such number not to be less than three (3), as may be amended from time to time in accordance with the Club’s By-Laws. These individuals shall hold the positions of:
- Vice President
- Director – Youth Competitive
- Director – Recreational
- Director – Seniors
- Director – Public Relations / Promotions
- Director – League Management
- Director – Fields and Equipment
- Directors at Large
A Director may hold more than one position.
A Director shall be 18 years or older, shall not be an undischarged bankrupt and shall be a Regular Member of the Club.
A Director shall serve for a term of two years or until his or her successor is elected or appointed.
After an initial Board of Directors has been appointed, the following Board of Directors shall be elected to serve a term of two (2) years at the AGM:
President, Director - Public Relations/Promotions, Director – Recreational Soccer, Director Equipment and Facilities, Secretary and Director at Large shall be elected at the AGM in even numbered years.
Vice President, Treasurer, Director - Senior Soccer, Director - Youth Competive Soccer, Director - League Management and Director at Large shall be elected at the AGM in odd numbered years.
(a) Director Vacancy
A Director has the right to resign her or his position by submitting a signed letter of resignation to the Club.
A vacancy on the Board of Directors and their respective position (s) held, caused by death, or resignation, which has been accepted by the Board of Directors, shall be filled by a majority vote of the Board of Directors. The successor Director shall hold his or her incumbent’s position (s) for the remainder of the term being filled.
(b) Removal of Director
No Member of the Board of Directors shall be removed for arbitrary reasons but may be removed if:
1. The Director is unable to perform the duties expected of the position due to, but not limited to, any of the following reasons:
- If she/he becomes incapable of performing the business of the Club.
- If she/he is absent from two or more meetings of the Board of Directors without satisfactory reason.
- If she/he no longer resides in reasonable proximity to the Club.
- If she/he becomes, or is discovered to be, an undischarged bankrupt.
2. The Director has compromised the integrity of the Club due to, but not limited to, any of the following reasons:
- If she/he has been found guilty of an offence under the Harassment Policy of the OSA.
- If she/he has been found guilty of an offence involving violence under the Discipline Policy of the OSA.
- If she/he has failed to properly account for monies or other property belonging to the Club.
- If she/he has been found guilty of a criminal offence regardless of whether or not the offence directly affected the Club.
A Member of the Board of Directors holding his or her respective position (s), as Director or other position (s), may be removed from office by the Board of Directors for good and sufficient cause by a two thirds (2/3’s) vote of the Board of Directors present, provided notice to remove the Director has been given to all Directors of the Club. If the Board of Directors removes a Director, the Board of Directors may appoint a successor to the position (s) for the remainder of the term (s) being filled.
A Member of the Board of Directors may also be removed from office for good and sufficient cause at a meeting of the Members of the Club provided notice to remove the Director has been given to persons entitled to attend the Members’ meeting. If a Director is removed at a Members’ meeting, the Members entitled to vote may elect a successor to fill all position(s) held by the removed Director for the remainder of the term (s) being filled.
(c) Conflict of interest and Standards of Conduct
The Directors shall be subject to the Conflict of Interest Policy 21.0 in the OSA’s published rules.
(d) Duties of Board of Directors
The Board of Directors shall conduct the business of the Club during the periods between general meetings of the Club and in accordance with the authority granted to it in the published rules of the Club.
The Board of Directors shall be responsible for the appointment and renewal of appointments of all positions within the Club except for those positions elected by the Membership of the Club. This shall include the appointment of volunteer and paid positions for coach and administrator positions within the Clubs’ operations. The selection process and the appointments shall be based on procedures outlined in the Club’s published rules.
The Board of Directors may also revoke, for cause, any appointment providing that it has followed the procedures for the revoking an appointment as outlined in the Club’s published rules.
(e) Duties of Directors
The President shall preside at all general meetings of the Club, and of the Board of Directors and shall be ex officio a member of all committees, except for a nominations committee; shall appoint all chairs of standing and special committees subject to ratification by the Board of Directors; coordinate all duties of the Board of Directors, committees, staff; and shall be the spokesperson for the Club.
The Vice-President shall act in the absence of the President and shall have other powers as assigned by the Board of Directors.
The Treasurer shall ensure that full and accurate records are kept of the accounts of the Club; shall report to the Board of Directors at least once per quarter; and shall submit an Annual Report to the Annual General Meeting.
The Secretary shall maintain a record of all minutes of the organization, maintain copies of all committee reports, notify officers and committee members of their election or appointment, sign all certified copies of acts of the organization (unless otherwise specified in the Club's published rules), maintain record books in which bylaws, published rules and minutes are entered and have the current record books available at each meeting, arrange to publish notice of general meetings, send to the Board of Directors notices of each meeting, conduct the general correspondence of the organization that is not the proper function of another office or committee, prepare, prior to each meeting in consultation with the presiding officer an order of business, and, in the absence of the president and vice-president, preside until the immediate election or appointment of a new presiding officer.
Other Director Positions
The Board of Directors shall determine the duties of other Director Positions. Board of Directors Duties Approved_Jan 3_2010>
(f) Nominations and Elections
Nominations for positions on the Board of Directors may be made by any Member at the annual general meeting or at a Special General Meeting called for that purpose.
Nominations and elections for positions open shall be held in the order of the positions listed in the Constitution.
Election shall be by ballot, but in the event only one candidate is nominated, no vote is required and the nominated candidate shall be declared elected by acclamation.
A majority of the votes cast shall be required to elect Directors. In the vent no candidate receives a majority, the candidate with the least votes shall be dropped from the ballot and another vote shall be held.
Article 7: • Meetings
The quorum for all General Meetings of the Club shall include a quorum of the Club Board of Directors plus whatever other number of Members of the Nepean Hotspurs are in attendance.
(a) General Meetings
An official notice of each meeting shall be given to all Members at least 14 days before the meeting is to be held, at such place, and at such date as the Board of Directors may determine. Such notification shall be by:
- Club Website
- Posting at Club Office.
- Club Newsletter
- Any other method determined by the Members.
Twenty-five voting Members or 25% of the voting Membership, whichever is less, shall form a quorum at all meetings of the Club. Any question shall be decided by a majority of the votes unless otherwise required by this By-Law or other law.
(b) Annual General Meeting
The Club shall hold its Annual General Meeting no later than the 15th of December of each year, at a time and place to be determined by the Board of Directors. Notice of the time and location of the Annual General Meeting of the Club shall be advertised or sent to all members at least 10 days prior to the holding thereof. The agenda of the Annual General Meeting shall include:
- Roll Call (Board of Directors).
- Credentials Report.
- Minutes of Previous Annual General Meeting.
- President’s Address.
- Officer’s Reports.
- Treasurer’s Report.
- Auditor’s Report.
- Appointment of Auditors.
- Other Reports.
- Unfinished business.
- Amendments to the Club Constitution or By-Laws.
- Roll Call
- Election of Officers and Directors.
- Any other business.
(c) Special General Meeting
A Special General Meeting of the Club:
May be called by the Board of Directors or
Shall be called by the Board of Directors upon receipt of a written request submitted to the Club by registered mail, certified mail, trace mail, courier service, hand delivery, fax or e-mail, signed by not less than 100 Members of the voting Membership, setting out the items of business to be conducted at the Special General Meeting. The Special General Meeting shall be held within 30 days of receipt of the written request from the Members.
Notice of the time, location and purpose of the Special General Meeting shall be advertised or sent to all Members at least 10 days prior to the holding thereof.
Only the business set out in the notice of the Special General Meeting shall be considered.
(d) Voting at General Meeting
Every Regular Member aged 16 and over shall have the right to attend, speak and cast one vote at Members' meeting of the Club.
Every Regular Member under the age of 16 shall have the right to attend and speak at Members' meetings, but any vote must be cast by a parent or guardian who shall also have the right to attend and speak on behalf of that Member at Members' meetings.
(e) Proxy Voting at General Meeting:
Every Regular Member, or parent or guardian of a Regular Member under the age of 16, entitled to vote at a meeting of Members may by means of a proxy appoint a person, who need not be a Member, as the Member's nominee to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy.
An individual may only hold one proxy.
The format for the proxy, and the issue, or issues, for which the proxy may be cast are as defined in the Rules and Regulations.
(f) Board of Directors Meeting:
The Board of Directors shall meet not less than nine times per year, upon 14 days notice given by the President or Vice President and Secretary, at such place and time as the Board of Directors may determine. Meeting notification will be in the form of:
- Club Website
- Posting at Club Office
- Club Newsletter
- Any other method determined by the Members.
A majority of the Members of the Board of Directors shall form a quorum at all meetings of the Board. Questions arising at any meeting shall be decided by a majority of votes where each Director is entitled to cast one vote. Members present at the meeting are only entitled to vote.
Article 8: •Committees
The Membership at any general meeting, or the Board of Directors at any meeting of the Board, may establish a standing committee or special committee to carry out specific business or programs of the Club.
Article 9: •Procedures Governing Committees
All meetings of the Club shall be conducted in accordance with the most recently published Robert's Rules of Order Newly Revised except as may be otherwise stipulated in this By-Law or other Rules and Regulations of the Club.
Article 10: •By- Laws and Amendments
Club Constitution or By-Law amendments may be proposed by the Board of Directors, or submitted by a Member to the Club in writing at least 21 days prior to a General Meeting of the Club; and must be approved by a majority vote of the Board of Directors, and by a two-thirds (2/3’s) majority vote of the Membership voting in person or by proxy at a meeting of the Club duly called for that purpose.
All Members entitled to vote shall be notified with the Club’s notice of the said Members’ meeting about By-Law amendments. Such notification shall be by: E-mail, Club Website, Posting at Club Office, Club Newsletter, Any other method determined by the Members.
A copy of the proposed Club Constitution or By-Law Amendments shall be sent to all Members of the Board of Directors for their consideration, no less than ten (10) days prior to the General Meeting.
Article 11: •Rules and Regulations
The Club shall have Rules and Regulations, which shall include, but is not limited to, the following:
- Discipline of a Member: summary of charges regarding misconduct.
- Discipline of a Member: procedures for discipline hearing.
- Duties of Board of Directors: authority granted to Board regarding the business being conducted.
- Duties of Board of Directors: selection process and appointment process for the appointment and renewal of appointments to the League's paid and volunteer positions.
- Duties of Board of Directors: process for revoking appointments.
- Voting at General Meeting: format for the proxy, and the issue, or issues, for which the proxy may be cast.
The Board of Directors may approve and publish Rules and Regulations, which are not inconsistent with this By-Law and are not inconsistent with the Rules and Regulations of a higher level governing organization.
Amendments to the Rules and Regulations may be made by a majority vote of the Board of Directors or the Members at a General Meeting.
Article 12: •Indemnity
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 about the discharge of their respective duties, except such as happens from their own respective willful neglect or default.
Article 13: Finance
The accounts of the Club shall:
Be audited annually by a Chartered Accountant if the annual Gross Revenue is greater than $30,000.00, or
Be reviewed annually through a Financial Review Engagement completed by a Certified General Accountant, Certified Management Accountant or Certified Accountant, if the Annual Gross Revenue is $30,000 or less; or
With the consent of all its members, be exempt from any audit or Financial Review Engagement if the Annual Gross Revenue is less than $10,000. The audit or the Financial Review Engagement statement shall be presented to the Annual General Meeting for ratification /acceptance by the Members.
At the annual General Meeting of the Club, a chartered accountant firm shall be appointed to perform the audit or the Financial Review Engagement.
The fiscal year of the Club shall run from October 1 to the following September 30, unless otherwise ordered by the Board of Directors.
Article 14 •Dispute Resolution
The Club shall adhere to the Dispute Resolution process as published and approved by The OSA from time to time.
Any Member of the Club may initiate the Dispute Resolution process by communicating in writing to The OSA, with a copy to the Club and District Association, the nature and facts of the dispute. The OSA, at its discretion, may proceed with the Dispute Resolution process by assigning one or more neutral persons to the dispute.
The Dispute Resolution process shall not to be used for game discipline, which follows the normal discipline and appeals process.
The Club shall make available to any Member the Dispute Resolution process when requested.
Article 15: •Harassment
The Club shall adhere to the Harassment Policy as published and approved by The OSA from time to time.
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 toward 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.
Article 16: Appeals
a) Any Member or registrant of the Club directly affected by a decision of the Club may appeal such decision. The denial or termination of Membership in the Club may be appealed by a non-Member.
b) A decision of the Club may be appealed to the District Association with which the Club is affiliated. The appeal shall be conducted in accordance with The OSA's and District Association's published rules.
c) An individual shall not appeal a decision made by the Board of Directors regarding the appointment, 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 selection, appointment and revocation process outlined in the Club's published rules has not been followed.
d) An individual shall not appeal a decision made by the Club regarding a player's team assignment.
Article 17: •Dissolution
In the event of dissolution of the Club, and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of by the Board of Directors to one or more not-for-profit soccer related organizations, or any not-for-profit athletic community organizations, which operate solely in Ontario.
Article 18: Definitions / Terminology
Terminology used in this By-Law shall have the same meaning as used by The OSA in its letters patent, By-Laws and published rules.