Bylaws

PART 1: AFFILIATIONS

The Vancouver Youth Soccer Association shall be a member of the British Columbia Soccer Association (“BC Soccer”) and shall be subject to the published Bylaws, Rules, Regulations and Policies in declining order of authority of the following governing organizations:

1) FIFA

2)  The Canadian Soccer Association

3)  British Columbia Soccer Association

PART 2: INTERPRETATION

1) Definitions.

In these Bylaws, unless the context otherwise requires:

a)  “Act” shall mean the Societies Act of the Province of British Columbia and regulations thereto, as amended from time to time;

b)  “Association” shall mean Vancouver Youth Soccer Association;

c)  “BC Soccer” shall mean the British Columbia Soccer Association;

d)  “Board” shall mean the Board of Directors of the Association;

e)  “Club - Youth Club” shall mean an organization operating a minimum of four affiliated youth soccer teams having not less than 44 players and, under the jurisdiction of the District;

f)  “Directors” shall mean the directors of the Association;

g)  “Honourary Life Member” shall mean a person who becomes and remains an Honourary Life

Member in accordance with these Bylaws;

h)  “Ordinary Resolution” shall mean a resolution passed in a meeting of the members by a simple majority of the votes cast as allowed under these Bylaws;

i)  “Registered Address” of a member shall mean the address as recorded in the register of members;

j)  “Registered Player” shall mean a person whose application for registration with the Association has been validated by the Registrar for the current playing season;

k)  "Registrar" means the person elected, appointed or acting as a registrar by or for a Club-youth Club;

l)  “Special Resolution” shall mean a resolution passed in a meeting of the members by a majority of not less than two-thirds of the votes cast as allowed under as allowed under these Bylaws;

m) “Team” shall mean a soccer team with not less than eleven registered players, (except for mini teams that may not have less than 6 players) plus team officials, whose application for affiliation has been validated by the Registrar or designate for the current playing season;

n) "Team Official" shall mean a person registered with the Association as a coach, manager or assistant of a Team;

o) "Voting Member” shall mean a person who becomes a Voting Member and remains in good standing in accordance with these Bylaws; and

p) “Youth District” shall mean the Vancouver Youth Soccer Association (VYSA);

2) Words importing the singular include the plural and vice versa, and words importing a male person include a female person, a corporation, and any other organization or association, whether incorporated or unincorporated, as the context may require.

PART 3: MEMBERSHIP AND CLUB AFFILIATION

1)  The members of the Association are the applicants for incorporation of the Association, and those clubs and or individuals, as applicable, who subsequently become members in accordance with these By-laws and, in either case, have not ceased to be members in good standing.

2)  There are two (2) classes of Membership (Voting and Honourary Life Members):

VOTING MEMBERS shall be limited to:

a)  Team Officials to a maximum of three (3) per Team;

b)  Soccer referees registered with the BCSA and approved by the VYSA; and

c)  the President and Secretary of a Club that operates within defined boundaries of the Youth District as set out in the BC Soccer Bylaws, as amended from time to time.

HONOURARY LIFE MEMBERSHIP

The Board may confer an Honourary Life Membership upon a person who has rendered valuable service to the Association. Honourary Life Members are afforded all rights of Membership and shall have a voice but no vote at a General Meeting of the Association.

3)  Every member must uphold the Constitution and comply with these Bylaws.

4)  Membership Fees

The annual membership and affiliation fees shall be set by the Board and ratified by the membership at a General Meeting of the Association. All members are subject to the membership fees.

5)  Approval of New Members

A club and/or individual qualified to be a member may be accepted into Active Membership upon:

a)  submitting an application to the Board showing good and sufficient need for such an application;

b)  submitting other documentation as required by the Board, and

c)  obtaining the approval of the Board.

7)  Membership and Affiliation Renewal

a)  Membership shall cease at the end of each playing season (as defined by BC Soccer).

b)  Club affiliation shall be renewed by submitting a copy of the applicant's current Constitution and Bylaws, a list of current Directors and Officers, current Financial Statements together with the affiliation fees to the Association by the date specified by the Association.

c)  Voting Membership shall be renewed when the member qualifies to be a member.

8)  Rights of Active Members

a)  To be governed in accordance with BC Soccer and the Association’s published Constitution, bylaws and rules,

b)  To register players and team officials with BC Soccer and the Association,

c)  To be a Member of and register their teams with BC Soccer sanctioned Leagues,

d)  To enter teams in BC Soccer sanctioned competitions,

e)  To participate in BC Soccer sanctioned programs such as player, coach and referee development,

f)  To participate in Association sanctioned programs,

g)  To attend and vote, in accordance with the Bylaws, at all General Meetings called by the Association,

h)  To operate Club Leagues in accordance with BC Soccer published rules,

i)  To operate Player, Coach and Referee Development Programs, and

j)  To participate in BC Soccer Insurance Plan.

9)  Discipline of a Member

a)  A member may be fined, placed on probation or performance bond, censured, suspended or expelled from membership for cause after lodgement of a formal complaint that is substantiated at a hearing held in accordance with the Respective Governing Body and in the case that the rules of the Respective Governing Body are silent, BC Soccer’s published rules.

b)  The Board may suspend a member without a formal complaint and hearing in extraordinary circumstances, as determined by the Board. The Board shall provide reasons for the proposed suspension and request submissions be provided by the member at issue in writing or verbally within seven days from the date of the notice. Such submissions, if any, shall be considered and a final decision made by the Board

c)  The members may discipline or remove a member by special resolution at a meeting of the members, provided the meeting notice states the proposed reasons for the discipline or removal, and the member is provided with an opportunity to be heard at the meeting either orally or in writing.

d)  A member that is suspended loses all rights of membership until the suspension has been completed.

10)  Termination of Membership

Membership in the Association shall be deemed to have been terminated:

a)  If the member submits a signed letter of withdrawal to the Association,

b)  If the member is expelled,

c)  If the member dies, or in the case of a corporation or society, is dissolved,

d)  If the member is not in good standing for a period of six months; or

e)  If the member fails to renew annual membership in accordance with the Bylaws.

11) Members Not in Good Standing

The Board may declare a member to be not in good standing who has failed to pay the current annual membership fee, if any, or any other subscription or debt due and owing by the member to the Association or fails to comply with the requirements of these Bylaws. As long as the debt remains unpaid and/or non-compliance remains, the member is not in good standing and loses all rights of membership.

PART 4: BOARD OF DIRECTORS

1)  The Association shall be governed by a Board which shall consist of 12 individuals.

a)  These individuals shall hold the positions of:

i)  Chair

ii)  Vice-Chair Boys’

iii)  Vice-ChairGirls’

iv)  Treasurer

v)  Secretary

vi)  Directors-At-Large

b)  A director may hold more than one office, except President/Chair and Vice-President/Vice Chair.

c)  A director shall be nineteen (19) years of age or older and shall not be an undischarged bankrupt.

d)  A director shall serve for a term of two (2) years or until his or her successor is elected or appointed.

2)  A paid employee of the Association shall be permitted to attend meetings of the Board, as appropriate (at the discretion of the Board), and shall have a voice but no vote at such meetings.

3)  Directors shall be elected to staggered two-year terms, commencing at the annual meeting of the members where they are elected such that one half of the Directors shall be elected on alternating years except when there is a vacancy during the term of a Director.

4)  Director Resignation and Vacancy

a)  A director may resign their position by submitting a signed letter of resignation to the Association.

b)  A vacancy on the Board, caused by removal, resignation, incapacity or death, shall be filled by a majority vote of the Board. The successor director shall hold the outgoing Director's position until the earlier of the remainder of his or her term or until the next annual meeting of the members.

5) Removal of Director

a)  a director shall automatically be removed from their position if:

i)  they cease to be qualified as set out in the Act or these bylaws; or

ii)  they become, or are discovered to be, an undischarged bankrupt.

b)  A director may be removed from their position by resolution of the Board if:

i)  they become incapable of performing the business of the Association;

ii)  they are absent from two (2) or more regularly scheduled meetings of the Board in a year

without satisfactory reason;

iii)  theyarenolongerdomiciledinBritishColumbia;

iv)  they have failed to properly account for monies or other property belonging to the

Association;

v)  they have been found guilty of a criminal offence regardless of whether or not the offence

directly affected the Association; or

vi)  they have been found guilty by BC Soccer of failing to act in accordance with the Conflict of Interest Policy and Conduct, Ethics and Discipline Standards and Policy of BC Soccer.

Such removal shall require the Board to give to all Board members, including the subject director, of a minimum of 14 days’ notice of a hearing to consider the removal of a director. The subject director shall be given an opportunity to present evidence at the hearing. The decision to remove a director must be passed by a minimum two-thirds (2/3) majority vote of the directors present at the meeting.

c) A director may be removed by the membership provided:

i)  the director is given the opportunity to present evidence in their defense at the next duly constituted meeting of the members;

ii)  all members will be given a minimum of thirty (30) days’ notice of this agenda item prior to the members’ meeting; and

iii)  the decision to remove a director must be passed by a minimum two-thirds majority vote of the members present at the meeting.

6)  Conflict of Interest and Standards of Conduct

The directors and senior managers shall adhere to the BC Soccer’s Conflict of Interest Policy and Conduct, Ethics and Discipline Standards and Policy as amended from time to time and the procedure for disclosure and recordation of conflicts as set out in the Act.

7)  Duties of Board

1. a)  The Board shall conduct the business of the Association during the periods between General Meetings of the Association and in accordance with the authority granted to it in the Bylaws of the Association.

2. b)  The Board shall be responsible for the appointment and removal of appointments of all positions within the Association except for those positions elected by the membership of the Association. This shall include the appointment of volunteer and paid positions within the Association’s operations.

3. c)  The Board may also revoke, for good and sufficient cause, any volunteer appointment providing that it has provided that volunteer the opportunity to give cause why such revocation should not take place.

8)  Duties of Directors

a)  Chair

The Chair shall preside at all General Meetings of the Association and of the Board. The Chair shall: be an ex officio a member of all committees, except any nominations committee; shall appoint all chairs of standing and special committees subject to ratification by the Board; shall coordinate all duties of the Board, committees, staff; and shall be the spokesperson for the Association. The Chair has no authority to act unless directed to do so by the Board.

b)  Vice-Chair Boys’ and/or Girls’

The Vice-Chair shall act in the absence of the Chair and shall have other powers as assigned by the Board.

c)  Treasurer

The Treasurer shall: ensure that full and accurate records are kept of the accounts of the Association; shall report to the Board at least once per quarter; and shall submit an Annual Financial Report (including budget) to annual meetings of the members.

d)  Secretary

The Secretary shall: keep a record of all minutes of the organization; keep on file all committee reports; notify officers and committee members of their election or appointment; furnish committees with those documents required to perform their duties; sign all certified copies of acts of the organization, unless otherwise specified in the Association’s published rules; maintain record books in which the constitution, published rules and minutes are entered and to have the current record books available at each meeting; to send out to the membership a notice of each meeting of the members; to send out to the Board notice 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 Chair and Vice-Chair(s) to preside until the immediate election or appointment of a new presiding officer.

e)  Other Director Positions

The duties of other Director Positions shall be determined by the Board.

9)  Nominations and Elections.

a)  Nominations for positions on the Board may be made by any member at the annual meeting of

the members.

b)  Nominations and elections for open positions shall be held in the order of the positions listed in the Bylaws.

c)  Election shall be by secret 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)  Directors shall be elected by majority vote

b)  At the first Board meeting, the Board shall elect the positions of Chair, Vice-Chair Boys’ Vice-Chair Girls’, Treasurer, Secretary and remaining Directors.

10) Authority of Chair. The Chair shall speak on behalf of the Association based on the direction of the Board.

PART 5: MEETINGS

1)  General Meetings

a)  General meetings of the VYSA must be held on or before May thirtieth (30) each year on a date fixed by the Directors.

b)  At least fourteen (14) days' notice shall be given for general meetings.

c)  The accidental omission to give notice of a meeting to, or the non-receipt of a notice by any of the members entitled to receive notice does not invalidate proceedings at that meeting.

d)  Notice of a general meeting may be given to any member or Director, either personally or by mail at his/her registered address, fax or email, or,

e)  Notice to a member may be given by delivery of notice to the Club with whom that member is affiliated ;

f)  No person other than a member, honourary life member or a member of the Board shall be entitled to notice of a general meeting; and

g)  Interested persons not registered as members may attend general meetings, at the discretion of the Board, but shall not be entitled to vote.

h)  A quorum shall be those present at a duly constituted general meeting of the members or a minimum of three (3) voting members, whichever is the greater. Any question shall be decided by a majority of the votes unless otherwise required by these Bylaws.

i)  In the event a quorum is not achieved at the meeting, the meeting will be adjourned for seventy-two (72) hours at which time it will be reconvened with those voting members who are present.

2)  Annual Meeting of the Members

The Association shall hold its annual meeting of the members no later than June 1 of each year. The agenda of the meeting shall include:

1. Roll Call

2. Credentials Report

3. Minutes of Previous annual meeting of the members

4. President's (Chair’s) Address

5. Officers' Reports

6. Treasurer's Report

7. Auditor's Report

8. Appointment of Auditors

9. Other Reports

10. Unfinished Business

11. Amendments to the By-Laws

12. Roll Call

13. Election of Officers and Directors

14. Any Other Business

15. Adjournment

3)  Requisitioning a Meeting of the Members

a)  A meeting of the members of the Association:

i)  may be called by the Board by its own motion, or

ii)  shall be called by the Board upon receipt of a written request submitted to the Association by registered mail, certified mail, trace mail, courier service, hand delivery, fax or e-mail, signed by members in good standing and entitled to vote representing not less than ten per cent (10%) of the voting membership and complying with the requirements for members to requisition a general meeting under the Act.

b)  The meeting of members shall be called by the Board within twenty-one (21) days of receipt of the written request from the Members and held no later than within sixty (60) days of receipt of the written request from the Members. If the Board does not call the meeting within twenty-one (21) days following receipt of the members' request for a meeting, the Members who requisitioned the meeting may call a meeting as pursuant to the Societies Act.

c)  Only the business set out in the notice to the meeting of the members shall be considered.

4)  Voting at annual meeting of the members:

At meetings of the members, an Active Member shall have one vote. No Member shall have more than one (1) vote. Voting by proxy is not allowed.

5)  Board Meeting

a)  The Board shall meet whenever the Chair deems it necessary, or is instructed to do so by a majority of the Board, but in any case shall meet at least once every two months. The Board shall meet at least six (6) times per year. Notice of the time and place of each meeting shall be given by the Chair or Secretary to all directors at least fourteen (14) days before the meeting is to be held.

b)  A majority of the members of the Board 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.

PART 6: COMMITTEES

The membership at any meeting of the members, or the Board at any meeting of the Board, may establish a standing committee or special committee to carry out specific business or programs of the Association.

PART 7: PROCEDURES GOVERNING MEETINGS

All meetings of the Association shall be conducted in person or via video/teleconferencing and in accordance with the most recently published Robert's Rules of Order except as may be otherwise stipulated in this Bylaw or other Rules and Regulations of the Association. Email voting will be ratified at the district’s very next meeting.

PART 8: BY-LAWS AND AMENDMENTS

1) Bylaw amendments may be proposed by the Board, or submitted by a member to the Association in writing at least forty-five (45) days prior to a General Meeting of the Association; and approved by Special Resolution at a meeting of the members where notice of the proposed amendments has been given.

2) All members shall be notified of the proposed Bylaw amendments referred to in subparagraph (1). Such notification shall be made a minimum of seven (7) days prior to the meeting called for that purpose.

PART 9: RULES AND REGULATIONS

1)  The Association shall have Rules and Regulations for the operation and administration of the game of soccer within the Association.

2)  Amendments to the Rules and Regulations may be made by a majority vote of the Board or the voting members at a general meeting of the members. If the Rules and Regulations are amended by the Board, the amendment shall be presented for ratification at the next meeting of the members called for that purpose. If the amendment is not ratified, it is of no effect and the previous Rules and Regulations are then in effect.

PART 10: INDEMNITY

1)  In this Part, “eligible party” has the same meaning as in the Act.

2)  Indemnification. Subject to the provisions of the Act, the Association will indemnify an eligible party against all costs, charges and expenses, including legal and other fees, actually and reasonably incurred in connection with any legal proceeding or investigative action, whether current, threatened, pending or completed, to which that eligible party, by reason of his or her holding or having held authority within the Association:

a)  is or may be joined as a party to such legal proceeding or investigative action; or

b)  is or may be liable for or in respect of a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, such legal proceeding or investigative action.

3)  Advancement of Expenses. To the extent permitted by the Act and these bylaws, all costs, charges and expenses incurred by an eligible party with respect to any legal proceeding or investigative action may be advanced by the Association prior to the final disposition thereof, in the discretion of the Board, and upon receipt of an undertaking satisfactory in form and amount to the Board by or on behalf of the eligible party to repay such amount unless it is ultimately determined that the eligible party is entitled to indemnification hereunder.

4)  Indemnification Prohibited. Notwithstanding the above, the Association shall not indemnify an eligibly party against any costs, charges and expenses, including legal and other fees, incurred in connection with any legal proceeding or investigative action, if such eligible party:

a)  has already been reimbursed for such expenses;

b)  has been judged by a court, in Canada or elsewhere, or by another competent authority to have committed any fault or to have omitted to do anything that he or she ought to have done;

c)  in relation to the subject matter of the legal proceeding or investigative action, did not act honestly and in good faith with a view to the best interests of the Association or subsidiary; or

d)  in the case of a legal proceeding other than a civil proceeding, did not have reasonable grounds for believing that his or her conduct, in respect of which the legal proceeding or investigative action was brought, was lawful.

5)  Non-compliance. The failure of an eligible party to comply with the provisions of the Act, of the constitution, or these bylaws will not invalidate any indemnity to which he or she is entitled to under this Part.

6)  Deemed Contract. Every eligible party on being elected or appointed will be deemed to have contracted with the Association upon the terms of the foregoing indemnities.

PART 11: FINANCE

1)  Financial Statements shall be defined as an annual statement of financial position (balance sheet), statement of operations, and statement of changes in net assets.

2)  The Financial Statements of the Association shall be reviewed annually by a licensed CPA;

3)  The Financial Statements of the Association and the review engagement report shall be presented

at the annual meeting of the members. The Financial Statements of the Association and review engagement report shall be distributed to the membership at least 10 days before the annual meeting of the members.

4)  A budget for the following fiscal year shall be prepared by the Board and presented for approval at the annual meeting of the members. The budget shall include all proposed fees.

5)  The Board of Directors may not cause the Association to be indebted or encumbered without seeking the prior approval of the membership, and obtaining prior approval by special resolution.

5)  Signing officers for financial accounts and executing contracts on behalf of the Association shall be a minimum of two (2) directors.

6)  The fiscal year end will be as determined by the Board.

PART 12: DISPUTE RESOLUTION

1)  Any person or organization will not take disputes to ordinary courts of law without first exhausting all available remedies as provided for by independent and duly constituted tribunals recognized under the rules of BC Soccer, Canada Soccer, CONCACAF, or FIFA, as applicable.

2)  The Association shall adhere to any dispute resolution process as published and approved by BC Soccer from time to time (the “Dispute Resolution” process).

3)  Any member of the Association may initiate the Dispute Resolution process by communicating in writing to BC Soccer, with a copy to the Association, the nature and facts of the dispute. The BC Soccer, at its discretion, may proceed with the Dispute Resolution process by assigning one or more neutral persons to the dispute.

4)  The Dispute Resolution process shall not to be used for game discipline, which follows the normal discipline, protests, and appeals process of the Association and BC Soccer.

5)  The Association shall make available to any member a copy of the Dispute Resolution process when requested.

6) A member shall utilize all appeal and dispute resolution mechanisms prior to civil litigation. BC Soccer and the Association support the principles of Alternative Dispute Resolution and are committed to the techniques of mediation and arbitration as effective ways to resolve disputes and to avoid the uncertainty and cost associated with litigation.

PART 13: POLICIES

1)  The Association shall maintain policies that are consistent with the published and approved policies of the BC Soccer. The Association may set such additional policies as determined from time to time by the Board.

2)  The policies shall apply to all employees, directors, officers, volunteers, team officials, game officials, administrators, players, members and registrants of the Association.

3)  The Association shall make available to any member a copy of the Association’s policies when requested.

PART 14: APPEALS

1)  Any registrant or registered organization directly affected by a decision of the Association may appeal such decision.

2)  The denial or termination of membership in the Association may be appealed by a non-registered individual or organization.

3)  A decision of the Association may be appealed to BC Soccer, to be conducted in accordance with BC Soccer's published rules. A decision of BC Soccer may be further appealed to the Canadian Soccer Association, to be conducted in accordance with the Canadian Soccer Association’s published rules.

4)  An individual shall not appeal a decision made by the Board regarding the appointment, non- appointment, re-appointment or revocation of an appointment of an individual to any coach or administrator position within the Association’s operations, except where the selection, appointment and revocation process outlined in the Rules and Regulations has not been followed.

5)  An individual shall not be entitled to appeal a decision made by the Association regarding a player's team assignment on any Club, District, or Regional team.

PART 15: DEFINITIONS/TERMINOLOGY

Terminology used in this Bylaw shall have the same meaning as used by BC Soccer in its constitution, bylaws and published rules. In the case of a conflict between definitions, the definition used by BC Soccer shall govern.

PART 16: PREVIOUSLY UNALTERABLE PROVISIONS

1) Upon dissolution of the Association, the assets which remain after the payment of all charges and expenses which are properly incurred in winding up, shall be assigned and distributed to such organizations as may be involved in the game of soccer, or to such charitable organization or organizations as may be determined by the members of the Association at the time of dissolution.

Any assets that are a result of Gaming within the Province of British Columbia shall be returned to the Minister of Finance of the Province of British Columbia.

2)  The Directors shall serve without remuneration, and the directors shall not receive, directly or indirectly, any profits from their position as Directors but may be paid expenses incurred by them in the performance of their duties.

3)  The Society shall be carried on without purpose of gain for its member(s), and no part of any income of the Society shall be payable or otherwise available for the personal benefit of the member(s) thereof and any profits or other accretions to the Society shall be used for promoting its purposes.

4)  The Society shall be constituted exclusively for charitable purposes.