1. In these by-laws, unless there be something in the subject or context inconsistent therewith:
(a) “LEAGUE” means CAPITAL INTER-DISTRICT SOCCERASSOCIATION
(b) “SPECIAL RESOLUTION” means a resolution passed by not less than three-fourths of such members entitled to vote as are present at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
(c) ”DIRECTOR” shall mean a DIRECTOR of the BOARD OF DIRECTORS of the ASSOCIATION
(d) ”EXECUTIVE” shall mean the ASSOCIATION EXECUTIVE and those members elected to the ASSOCIATION EXECUTIVE.
(e) “BOARD” shall mean the BOARD OF DIRECTORS and those elected to it, including the Executive Committee.
(f) “CLUB” shall mean any club duly constituted in accordance with Soccer Nova Scotia by-laws.
2. The fiscal year of the LEAGUE shall be the period from November1 in any year to October31st ofthe following year.
AUDIT OF ACCOUNTS
3.The Board of CISA (“Board”) shall obtain quotes from licensed public practicing accountants for the preparation of the financial statements to be presented at the Annual General Meeting (AGM) for approval by the members.The quotes are to be based on the same engagement for comparison purposes and detail the value for money that their engagement will provide.Members are eligible to quote on the engagement if they document, in advance (preferably with their quote), that a Conflict of Interest does not exist.Failure by membership to select and appoint an accountant at the AGM, the Board must do so.
4. Financial Statement preparation by the accountant will be at the same level or higher as required by the Soccer Nova Scotia (“SNS”) bylaw.The determination of the level of financial statement presentation will be determined by the Board to the benefit of the members of the league.Levels of financial statement preparation are:
1.Audit- highest level
3.Notice to Reader – lowest level
a)If the Board determines that an audit is required for the best interest of CISA or an audit is required by SNS bylaw, then the Auditor (a trained accountant with audit credentials and licensed to practice in Nova Scotia) will be engaged to prepare Audited Financial Statements for CISA.
b)If the Board determines that a review or notice to reader is required for the best interest of CISA or is required by SNS bylaw, then the Accountant (a trained accountant licensed to practice in Nova Scotia) will be engaged to prepare Review or Notice To Reader Financial Statements for CISA.
5. The financial statements presented at the AGM, once approved by the Board and members, are to be filed with the Registrar of Joint Stocks within fourteen (14) days after the AGM each year as required by law.
6. Membership shall be granted to the following:
(g) Member Clubs: All clubs who subscribe to the objectives of the league and who are members of a district recognized by Soccer Nova Scotia.
(h) District Members: Any district which has at least one Club member.
(i) Associate Members: All interested individuals who subscribe to the objectives of the League. Such members shall have no voting privileges
(j) All soccer clubs and organizations which are members of affiliated districts shall apply annually for membership or renewal of membership in the League at the AGM and reviewed at the first Board Meeting thereafter each year. To be eligible for Club Membership, a club must be duly constituted in accordance with Soccer Nova Scotia (SNS) by-laws. Renewal of the membership is not automatic and shall be conditional upon acceptance by the Board of Directors by a date set annually by the Board of Directors after consideration of:
(i) The past conduct of the club, its members and its spectators, particularly in the most recent season of full membership.
(ii) The availability to the League of playing facilities and finances.
(iii) The contribution of the club to the running of the League and its activities.
(k) Membership in the League shall be confirmed upon registration of teams in compliance with the by-laws. Membership shall lapse if a club fails to register teams before the end of April in the year for which membership has been granted. On completion of the annual registration session at the end of April, the League will document the status of the Membership to identify and confirm the make-up of the Board for the upcoming playing season. Definition of a quorum for subsequent Board Meetings will be based on this revised membership.
7. League members shall be deemed to be in good standing if they are not under suspension by any soccer authority, are not in arrears for dues or levies, have not been expelled by the Board of Directors from regular season play. In the case of playing members, annual SNS registration dues must have been paid by the official registration date.
8. All playing members, coaches and team officials shall be subject to the rules and disciplinary procedures adopted by the National Executive Committee of the Canadian Soccer Association.
Any organization having ceased to be a member may, upon compliance with such conditions as imposed by the Board of Directors, be re-instated. Such re-instatement shall be initiated by application from the person or organization involved and be sponsored by a member in good standing.
Any club registered with this league aggrieved by a decision of this league may appeal such decision. An appeal shall be submitted in writing to Soccer Nova Scotia, within 7 days of issuance of said decision, giving full details of the decision being appealed, a concise statement of the facts, and setting out clearly in what respect the decision is alleged to be wrong.
BOARD OF DIRECTORS
10. The Board of Directors of the Capital Inter-District Soccer Association shall be comprised of nominees from each of its member clubs, each of which is entitled to one Director. The term of each director shall be for one year, however Clubs may continue to appoint the same Director for successive one-year terms. From those nominees comprising the Board of Directors, an Executive consisting of a President, Vice President, Secretary, Treasurer and Referee Liaison shall be selected from their number. The method of selection is by whatever means the current Board deems fit at that time. If no member of the Board is willing to stand as Treasurer, then a Treasurer may be appointed from outside the Board, as an ex-officio member, either as a volunteer or with an honorarium as required. Because the President of the League has no vote, thus the Club of the person serving as President also has no vote. if desired, the Club who has provided the President may appoint one additional member to the Board in order for the Club to obtain a vote.
11. (a) The management of the activities of the League shall be vested in the Executive Committee who, in addition to the powers and authorities of these by-laws expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the League as specified in the rules and regulations and are not hereby or by Statute expressly directed or required to be exercised or done by the League by General Meeting. The Executive Committee may appoint committees or other persons as deemed necessary without cost to the League.
(b) The Executive committee will report its activities and decisions to the Board of Directors.
12. The Executive Committee may, within the financial and other resources available, authorize other expenditures not specifically provided for in the annual Budget, not to exceed $3,000.00 per occurrence.
DUTIES OF THE DIRECTORS
13.The duties of the individual Directors shall be assigned to them by the President, subject to the approval of the Board.
14. Term of Office
The Executive shall normallyhold office on the Board for two years from the date of appointment. District representatives, and Individual Club representatives on the Board of Directors shall hold office on the Board for a term to be determined by their nominating club or district. Normally, a Board Member would not be nominated for less than one year where the term of office runs from one AGM to the next.
An appointed Board member of a Club in membership may lose the right to vote at Board meetings should the Board member fail to attend three (3) consecutive meetings of the Board. Voting rights may be reinstated by the subject Club’s Board member attending the next three consecutive meetings of the Board. Any appointed Board member of any club in membership failing to attend four (4) consecutive meetings of the Board shall lose the Club’s Board position which shall only be reinstated with the approval of 75% of the remaining members of the Board at the next meeting of the Board after the President of the Association receives written application for reinstatement from the subject Club.
Notwithstanding the above, Clubs in membership with six (6) teams or less playing in the League may opt for one of the following:
1.The Club may appoint a board member as above, but the attendance requirement will be waived. Any board appointee of a club with six teams or less may attend any meeting and cast their vote. However, they will not lose their vote through non attendance of any meeting.
2.Any Club with six teams or less may opt not to make a Board appointment for any year. This option would mean that the club would not have representation at the CISL Board, and would not be able to cast a vote, since they would not have a listed person on the Directors List as submitted to the Registry of Joint Stocks.
3.All members of the League shall be copied the minutes of CISL Board meetings.
15.The Executive shall consist of the following officers:
(5) Referee Liaison
16. (a) The duties of the Executive Committee shall include the responsibility for the day to day administration of the League within the framework of the full authority of approved policies of the League and in conjunction with the approved recommendation(s) of the League committees. Furthermore, the Executive shall refer all matters, which constitute major departures from established practice or precedent, to the Board for approval. The Executive Committee shall carry out all functions, in addition to those enumerated herein, as provide for in the by-laws.
(b) The Board may appoint a temporary substitute for the Secretary who shall for the purposes of these by-laws be deemed to be the Secretary, but may not vote.
DUTIES OF OFFICERS
17. The President
(a) shall preside at all General, Board, and Executive meetings of the league and shall have no vote except in the case of a tie vote. The President may then cast the deciding vote.
(b) shall be ex-officio member of all committees of the League, standing and ad-hoc, except the nominating committee.
(c) shall be the chief executive officer of the League and shall have the general responsibility for the general supervision of all activities of the League.
(d) may delegate some of his/her responsibilities, including financial signing authority to other members of the Executive Committee on approval of the Board of Directors.
(a) in the absence of the President, the duties of the office shall be carried out by the Vice-President.
(b) shall be assigned other duties by the President, subject to the approval of the Board of Directors.
19. The Secretary
(a) shall take minutes of all General, Board, and Executive meetings of the League, and then distribute same among all parties concerned within a reasonable time.
(b) shall be responsible for all correspondence, records, filing all reports and other documents required by the League in its daily operation.
(c) shall notify all concerned parties of all General and Board meetings, and of decisions on matters of applications of acceptance and discipline.
(d) shall provide the League with a directory within a reasonable time prior to the commencement of the regular playing season.
(e) will perform other routine work including the issuance of all notices referred to in the by-laws, unless otherwise specified.
20. The Treasurer
(a) Shall deposit all monies of the League in a recognized financial institution covered by the Canada Deposit Insurance Act and approved by the Board, and shall keep all financial records and books of the League.
(b) will advise and assist the Directors and Officers of the League approved of the procedures to follow when handling finance matters and will be responsible for receiving all monies and dues and to pay all expenses of the League. The Treasurer will be responsible for the safekeeping of the financial assets of the League.
(c) shall produce all financial statements as required and/or upon request of the Executive and/or Board of Directors of the League. He/she shall prepare an annual report and annual budget with the proposed fees to be submitted to the Board prior to the Annual General Meeting of the League.
21. Referee Liaison
(a) shall act as the liaison between the League and the appropriate referee associations providing services to the League
(b) report to the Executive and/or Board.
22. Standing Committees
(a) there shall be a minimum of one (1) standing committee to provide specialized input into the following areas of concern to the Executive and Board of Directors.
1.Discipline & Appeals
(b) Each standing committee shall have a chairperson duly appointed by the Board of Directors. The number and composition of each standing committee shall be prescribed by the Board of Directors annually. Chairpersons shall normally be selected from within the Board of Directors, preferably from those who do not hold executive office. The other members of the standing committee shall be appointed by the Board of Directors from the general membership of the League with representation from all member districts.
23. Ad Hoc Committees
The President shall be empowered, subject to the approval of the Executive Comittee, to establish ad hoc committees to report on issues, which in the opinion of the Executive require examination. Such committees shall be duly constituted at the discretion of the Board and for a duration sufficient to enable a report to be submitted.
Each member of the Board of Directors shall have only one (1) vote at Board meetings, regardless of the number of positions held.
25. Board of Directors Meetings
(a) The Board of Directors shall meet quarterly or at the discretion of the President at a time and place suitable to the Board.
(b) Notwithstanding (a) a meeting of the Board may also be convened at any other time agreed to by the Board at a regular meeting, or at a time fixed by the President.
(c) The quorum for any Board meeting shall be determined as follows:
Three Executive Committee members and any Directors present.
A meeting of the Executive may be convened at any time fixed by the Executive at a previous meeting, or at the call of the President.
27. Annual General Meeting (AGM)
(a) The Annual General Meeting shall be held on or before the 15th of January or the second Monday in January or the 15th whichever is earlier.
(b) The order of business shall be in accordance with the constitution of Soccer Nova Scotia.
(c) The members present at the Annual General Meeting, or a Special General Meeting shall constitute a quorum for the transaction of business.
(d) Notice of each AGM specifying the location, day, hour and the agenda of business to be transacted, shall be distributed to all concerned parties by way of bulletin at least fourteen (14) days prior to the date fixed for the AGM.
28. Special General Meeting
(a) Special General Meetings of the League may be called by the President, with the consent of the Board of Directors, or shall be called by him/her upon receipt of a written request from at least three (3) member soccer clubs from at least two (2) Districts specifying the purpose of the proposed meeting.
(b) Notice of each meeting specifying the location, day, hour and the agenda of business to be transacted, shall be distributed to all concerned parties by way of bulletin at least fourteen (14) days prior to the date fixed for such a meeting.
29. The Chairperson may, with the consent of the meeting, adjourn any meeting to a later date and location agreed to by the members at the meeting, but no business shall be transacted at any adjourned meeting, other than the business left unfinished at the meeting from which the adjournment took place, unless notice of such new business is given to the members.
BOARD OF DIRECTORS
30. (a) The membership of the Board of Directors and the Executive Committee shall be announced by the newly elected President as his/her first official act in office.
(b) The newly elected President shall announce within one (1) full calendar month from assuming office the members of the Board of Directors who will chair the League’s standing committees. Such announcements will be by the way of bulletin distributed to all member clubs.
31. The Board of Directors may appoint any other officers it deems advisable and in the best interests of the League. Such officers shall not have voting privileges on the Board.
32. Voting at all General Meetings shall be restricted to registered voting delegates of each member club in good standing and in attendance at the meeting. Clubs are entitled to one vote for each team registered with the League in the previous playing season. The Executive, excluding the President, shall be entitled to vote at General Meetings, but only in the their capacity as the Executive,
33. At each General Meeting all voting delegates must register prior to voting. The responsibility for registration shall be placed with the Secretary.
34. Motions put forward for debate shall be determined by a simple majority of total votes cast. Such votes shall be signified by a show of voting cards.
35. Non-voting members in attendance at the Annual General Meeting may enter into debate, but shall not be permitted to propose, second or vote on any motion. These activities will be restricted to the registered, voting delegates.
MEMBERSHIP DUES AND FEES
36. Members shall pay membership dues for each team entered in the League. The dues shall be as set by the Board of Directors from year to year.
Failure to register teams on or by a date established by the Board of Directors from time to time shall result in an extra fee for each team registered after the date established equal to the dues set by the Board of Directors for that year. Further, should any member withdraw any team after the date established by the Board they shall forfeit the fees paid or owing for that team.
FAILURE TO PAY DUES AND FEES
37. (a) If any member should fail to pay its dues and fees or any other indebtedness to the League after such payment is due and notice of payment due has been served, the Treasurer may be instructed to forward a statement of financial account. If payment is not made, or provisions to make payment not made within two (2) full calendar weeks from the mailing date of the statement of financial account, the Treasurer shall submit a report of non-payment to the Board of Directors who shall notify the member that its privileges of membership in the League have been revoked.
(b) Re-instatement shall be in accordance with the provisions of these by-laws.
38. The CISA Board will create and administer a special fund named “Contingency Fund”.The purpose of this fund is to offset any financial expenses that the league encounters during its operations that would cause CISA to show a loss for the fiscal year.
a)The Contingency Fund limit will be established by the Board choosing one of the following:
ii) the average of the preceding 3 years actual expenses @ 50%;
iii) an amount less than i) and ii) above
This limit will be re-evaluated by the Board annually for approval by the membership at the AGM.
b) The Contingency Fund will be maintained in a separate bank account from the Operating bank account.The Contingency Fund must be invested in Guaranteed Investment Certificate (GICs).Fifty percent of the fund must be in cashable GICs offered by a Canadian Deposit Insurance Corporation (CDIC Insured) to allow access to the funds should they be required by the league.The remaining 50% will be invested in a GIC (CDIC Insured) maturing within one year. Only the Executive and/or the full Board can determine when and if some or all of the Contingency Funds are required to maintain the normal operation of the league.The account must be registered in the name of CISA or Capital Inter-District Soccer Association.The bank account will have three signing authorities from the Board to approve withdrawals from the Fund of which two signatures are required:
i) President and
ii) Vice President or
Disbursements made during the year will be itemized in a report along with amount and purpose of the disbursement.This report will be provided to theClub members at the AGM.
c) When the Contingency Fund has been determined to be overfunded (see “a” above for limits), the Board must calculate the amount of overfunding and reimburse the member Clubs their share of the amount within ninety (90) days of AGM.The share portion shall be calculated using the following pro rata formula:
(3 years of Total Team registration by Club) x Over Funding
(3 years of Total Team Registration for all Clubs)
d) Cessation of a Club member:
The Contingency Fund will be considered static upon the date of notification from the Club member to CISA.The Contingency Fund balance will then follow the overfunded formula (as calculated in part c above).The Over Funded amount will be the current Contingency Fund balance.The Club member share will be disbursed to the Club member within ninety (90) days from the notification date.The Contingency Fund will then be reactivated.
e)In the event that the CISA ceases operations and is wound down the above formula will be used to disperse net funds, after all financial obligations are met, back to member clubs.
38. The League shall file, within 14 days of the Annual General Meeting, with the Registrar of Joint Stock Companies and Soccer Nova Scotia, its Annual Statement, a list of its Directors with their addresses, occupations and dates of appointment or election, and within fourteen (14) days of a change of Directors, notify the Registrar of Joint Stock Companies and Soccer Nova Scotia of the change.
39. The League shall file with the Registrar of Joint Stock Companies a copy in duplicate of every special resolution within fourteen (14) days after the resolution is passed.
40. Preparation of minutes, custody of books and records, and custody of the minutes of all the meetings of the League and of the Board of Directors shall be the responsibility of the Secretary.
41. The books and records of the League may be inspected by any member at any reasonable time within two days prior to the Annual General Meeting at the registered office of the League.
42. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the League by the President or the Vice-President and the Treasurer, or other Executive member as prescribed by resolution of the Board of Directors.
43. The borrowing powers of the League may be exercised by special resolution of the members of the Board of Directors.
44. In all the League’s meetings, the Robert’s Rule of Order shall be adopted.
45. This constitution may be amended at a General Meeting of the League by a 75% majority vote of all registered voting delegates present at the meeting. Notice of proposed amendments must be distributed to the voting membership at least two (2) weeks prior to the General Meeting.
46. The League shall maintain and enforce consistently a standard set of playing rules and regulations, which shall be established by a majority vote at a General Meeting.