Bylaws for Olds Minor Soccer Club

BYLAWS OF OLDS MINOR SOCCER CLUB
As Adopted November 7, 2024

ARTICLE I.        DEFINITIONS

1. Teams: are registered members of the Club
2. Players: are registered members of teams
3. Minor: is a player not attaining his 19^th birthday prior to January 1^st of the playing year
4. Club: shall refer to Olds Minor Soccer Club

ARTICLE II.       MEMBERSHIP

1. There shall be no membership fee.
2. Membership shall be open to the following individuals (the “Member” or, collectively, the “Members”):
3. Each parent and/or legal guardian (the “Parent”), who is of the full age of eighteen (18) years, of any Minor child (the “Minor Child”), and
4. Each registered player (the “Registered Player”), who is of the full age of eighteen (18) years.
5. Who participates in soccer under the jurisdiction of the Club and who has paid the necessary registration fee as approved, from time to time, by the Board of Directors (as hereinafter defined).
6. Any non-playing person eighteen (18) years or older may become a member in the Club by becoming involved as a coach, assistant coach, manager, league coordinator, or member of the Board of Directors.
7. Registration fees shall be determined, on an annual basis, by the Board of Directors, and notice of such registration fees shall be given to all members by way of the Club’s annual registration forms.
8. If any registered player or Minor Child is in arrears for registration fees, or any portion thereof, for a period exceeding two (2) consecutive calendar weeks following the commencement of such Registered Player’s or Minor Child’s soccer season, at the discretion of the Board of Directors, such Registered Player or such Minor Child shall be suspended from participation, and such Registered Player or the Parent of such Minor Child shall be suspended from participation, and such Registered Player or the Parent of such Minor Child shall be suspended from Membership until the total amount due and owing is paid in full.
9. All Members are subject these Bylaws and the operating rules and regulations, as amended from time to time, of the Club and its affiliate bodies as set forth above.
10. Membership in the Club shall not be transferable.
11. A Special Member shall be such person(s) as may, from time to time, be appointed by a Resolution of the Board of Directors in recognition of a particular or special contribution he can or has offered the Club to better carry out its ideals and objectives. Such special membership may be for a limited time or an extended period of time and may be termination at any time by a similar Resolution of the Board of Directors.  Such Special Member shall not be liable to pay any registration, entrance, membership, or other fee, nor shall he be entitled to vote at any meeting of the Club.  He shall, however, be entitled to receive notice of all Annual General Meetings or Special Meetings (as hereinafter defined) of the Club and shall, upon invitation only, be entitled to attend meetings of the Board of Directors (as hereinafter defined).
12. Any Member wishing to withdraw from membership may do so upon written notice to the Board of Directors through the President. No registration fee will be refunded upon such withdrawal of membership except in the event that such Member provides the Club with a certified physician’s written direction that he, as a Registered Player, or that his Minor Child, as the case may be, is to refrain from participating in soccer for medical reasons; provided, however, that the refund of the registration fee of any such withdrawing member shall be at the discretion of the Board of Directors, and a portion of the registration fee may be withheld to cover expenses incurred by OMSC during the registration process.  
13. Any Member may be expelled by a majority vote of the Board of Directors and such member shall be notified in writing by registered letter at least ten (10) days clear notice that such a motion is on the agenda and such a member shall be given the opportunity to attend the meeting and make representation. A notice of motion for re-admission of an excluded member may be considered at the Annual General Meeting and the Secretary of the Club must receive said notice of motion in writing ten (10) days prior the Annual General Meeting.
14. All Members in Good standing have the right to vote at the Annual General Meeting and on any Special Resolutions put forward by the Board of Directors.

ARTICLE III.      QUORUM

1. A quorum at the Annual General Meeting shall be ten (10) members.
2. A quorum at the Special Meeting shall be five (5) members.
3. A quorum at any Board of Director Meetings shall be the majority of voting members.

ARTICLE IV.     FEES

1. Player registration fees as set annually by the Board of Directors are required to be paid in full on the annual player’s registration. Late registrations will be accepted at the discretion of the Board of Directors, and a late fee may be charged if applicable.

ARTICLE V.      BOARD OF DIRECTORS

1. The Board of Directors of the Club (the “Board of Directors” or the “Board”) shall, subject to these Bylaws or directions given to it by majority vote at any meeting of the Club properly called and constituted, have full control and management of the affairs of the Club.
2. The Board of Directors shall, at any given time, consist of no more than eleven (11) Members (the “Directors”).
3. The members of the Board of Directors shall be duly elected from the general membership of the Club at the Annual General Meeting and shall include the following positions:

• President (the “President”)
• Vice-President (the “Vice-President”)
• Secretary (the “Secretary”)
• Treasurer (the “Treasurer”)
• Seven (7) Directors at Large

4. If upon adjournment of the Annual General Meeting, any position on the Board of Directors remains vacant, or if, for any reason and at any time, a vacancy on the Board of Directors occurs, any such vacancy may be filled by appointment of the Board of Directors; provided, however, that:
   1. With the exception of the Presidency falling vacant herein, all other vacancies on the Board of Directors, when so filled by such appointment shall be filled and served for the balance of the terms of such positions respectively.
5. Any Member elected or appointed a Director as aforesaid becomes a Director if he were present at the meeting when being elected or appointed and if he did not refuse such election or appointment; provided, however, that such Member may also become a Director if he were not present at the meeting but consented to act as a Director, in writing, prior to the election or appointment.
6. Each Director may be eligible for re-election or re-appointment as long as they qualify individually under these Bylaws.
7. Standing Committees (the “Standing Committees”), including, but not limited to a disciplinary committee (the “Disciplinary Committee”) and a grievance committee (the “Grievance Committee”), and such Committee’s respective Chairman shall be appointed, from time to time and as deemed necessary, by the Board of Directors to assist in carrying out the functions of the Club.
8. A Director shall vacate his position on the Board of Directors immediately upon either of the following:
   a) Being absent for three (3) consecutive meetings of the Board of Directors (“being absent” is defined as less than two (2) hours attendance at any meeting of the Board of Directors duly called and notice of which was given in accordance with Clause V.3. herein); provided, however, that upon application and upon the Board of Directors conclusion that there was adequate reason for such consecutive absences, the Board of Directors may waive applying this disqualification on such terms as it may deem reasonable;
   b) If, in the opinion of the Board of Directors, such opinion deemed conclusive by a vote of 75% majority of the current duly elected Board of Directors, such individual is acting or behaving in a manner detrimental to the purposes of the Club or to the purposes of his position on the Board of Directors that such actions or behaviour are in violation, in part or in whole, of these Bylaws.
   c) Any Director may resign from the Board of Directors upon his giving notice, in writing, to the President or Secretary, and such resignation shall take effect upon acceptance by the Board of Directors, which acceptance shall not be duly withheld.

ARTICLE VII.    CONDUCT

1. The Board of Directors or such Committee as appointed by the Board of Directors shall have the power to suspend, for a reasonable period of time, the offending team official or player proven to the satisfaction of the Board or Committee to be guilty of any violation of the laws of the game, the rules, the regulations or the Bylaws of the Club or the Alberta Soccer Association.

ARTICLE VIII.   MEETINGS

1. The Annual General Meeting shall be held in the month of November at such time and place as the Board of Directors shall determine. The meeting will be publicized in the local paper not less than 14 days before the meeting.
2. Board of Director meetings shall be held as necessary at the discretion of the President, or in his absence, the Vice-President.
3. The order of business shall be:
   1. Call the meeting to order
   2. Minutes of the last Annual General Meeting
   3. Business arising from the minutes
   4. Correspondence
   5. Unfinished business
   6. Officer’s reports
   7. Standing committee reports
   8. Constitutional amendments
   9. Elections
   10. New business
   11. Adjournment
4. Special Meetings may be called by the President or in his absence, the Vice-President by publicizing in the local paper the reason and date for the meeting not less than 14 days before the said meeting.

ARTICLE IX.     TERMS OF OFFICE

The following terms of office will apply:

1. President - two-year term, election being on the even year.
2. Vice-President - two-year term, election being on the odd year.
3. Secretary - two-year term, election being on the even year.
4. Treasurer - two-year term, election being on the odd year.
5. Directors At Large (seven positions) - two-year term, each position elected in alternating years.

ARTICLE X.      NOMINATION AND ELECTIONS OF DIRECTORS

The Club’s election of officers shall be carried out in the following manner:

1. A nominating committee appointed by the Board of Directors shall be responsible for nominating people to fill outgoing positions with additional nominations being accepted from the floor and the Annual General Meeting.
2. Approval must be obtained from those persons nominated for any of the offices.
3. The Chairman of the nominating committee shall make arrangements for the counting of ballots and shall report the results. The person receiving the largest number of votes shall be declared elected, In the case of equality of votes, the chairman of the nominating committee must exercise a casting vote.

ARTICLE XI.     LIABILITY OF BOARD OF DIRECTORS

1. Every Director of the Olds Minor Soccer Club shall be deemed to have assumed office on the express understanding and agreement and condition that every Director and his/her heirs, representatives and estate and effects respectively shall from time to time and at all times be indemnified and saved harmless out of the funds of the Olds Minor Soccer Club organization from and against all costs, charges and expenses whatsoever which such committee Member sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him/her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him/her or any other Director or Member in or about the execution of the duties of his/her or their office, and also from and against all other cost, charges and expenses which he/she sustains or incurs in or about or in relation to the affairs thereof except such costs, charges or expenses as are occasioned by his/her own willful neglect or default or in bad faith.

ARTICLE XII.    REMUNERATION

1. Unless authorized at any duly called meeting of the Club, no Director, Officer, or Member shall receive any remuneration or compensation for his services but shall, however, be entitled to be paid for any out-of-pocket expenses incurred by him in the course of discharging any duty for the Club.

ARTICLE XIII.   BORROWING POWERS

1. For the purpose of carrying out its objectives, the Club may borrow or raise or secure the payment of money in such manner as it deems fit and, in particular, by the issue of debentures; provided, however, that this power shall be exercised only under the authority of the Club, and in no case shall be debentures be issued without the sanction of a “Special Resolution” of the Members.

ARTICLE XIV.   FINANCE

1. All funds of the Club shall be deposited in a Canadian Chartered Bank or other banking institution authorized by the Board of Directors to an account in the name of the Club.
2. The Club’s Fiscal Year shall be February 1 to January 31 of that same year.
3. Signing Authority shall be assigned to the Treasurer, President, Vice President, and a fourth Board Member, with only two of the four signatures being required at any one time.

ARTICLE XV.    AUDITORS

1. The Board of Directors shall appoint an auditor or appoint two members to audit the accounts of the Club;
   1. At any reasonable time they choose or
   2. Upon request from the Board of Directors and
   3. Each year prior to February 28 and working in cooperation with the Treasurer shall submit a statement of the Club to the Annual General Meeting. The books of the Club may be inspected by any member of the Club at the Annual General Meeting provided for herein, or at any time upon giving reasonable notice and arranging a time satisfactory to the officers having charge of the same. Each member of the Board of Directors shall have access at all times to such books and records.

ARTICLE XVI.   AMENDMENTS

1. No proposed alterations or amendments to the Bylaws shall be made or accepted unless written notice signed by two members has been received by the Secretary of the Club, and,
   1. Amendments to the foregoing must reach the Secretary of the Club thirty (30) days prior to the Annual General Meeting and shall be presented to the general membership at the Annual General Meeting.
   2. Proposed alterations together with the amendments thereto shall be placed on the Annual General Meeting agenda.
   3. Any proposal for amendments or alteration to the Bylaws at the Annual General Meeting not carried by a 75% vote of the members present shall be considered defeated.

ARTICLE XVII.  REPEAL OF BYLAWS

1. The Bylaws of Olds Minor Soccer Club, as of 2014, and any subsequent amendments until the present date, are hereby repealed.

ARTICLE XVIII. EFFECTIVE DATE

This Bylaw shall come into effect at such time as it has received signature, which was on November 7, 2024.