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The Head Office of the Club shall be in the Town of Milton, in the Province of Ontario, and at such place therein as the Board of Directors may from time to time determine.

Article 2: SEAL

The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Corporation.

Article 3: OBJECTIVES

(a) To promote and develop the game of soccer within the community.

(b) To help individuals to 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.

Article 4: AFFILIATION

The Club shall be a member of the Peel Halton Soccer Association (PHSA) and shall follow the published rules of PHSA 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:

1. The OSA

2. PHSA

3. The Club

Article 5: MEMBERSHIP

5.1 General

(a) Membership shall be open to all residents of the Town of Milton and shall consist of the applicants for the incorporation of the Corporation and such other persons as are admitted as Members by the Board of Directors. The Board of Directors may by By‑Law provide for more than one class of Membership and may designate the qualifications for and the terms and conditions of Membership.

(b) All Members shall pay the annual Membership dues, if any, for his or her class of Membership, as is determined by the Board of Directors for each class of Membership and shall abide by the By-Laws and Rules and Regulations of the Club.

5.2 Classes of Membership

The Club shall have the following classes of Membership:

(i) Active players who shall only be Members while active and who shall be between the ages of five and eighteen years of age at some point during the calendar year in which they are an active player;

(ii) Parents or guardians of active players;

(iii) Associate Members including, but not limited to, Directors, coaches, assistant coaches, managers, convenors, and other individuals who are approved and accepted as Associate Members by the Board of Directors.

5.3 Voting Members

Parents or guardians of active players and Associate Members shall each be entitled to one vote at all meetings of Members. Active players shall not be entitled to vote.

5.4 Membership Dues

Dues or fees payable by Members shall be fixed from time to time by the Board of Directors. The Secretary shall notify the Members of the dues or fees at any time payable by them and, if any are not paid within 30 days of the date of such notice, the Members in default shall there upon automatically cease to be Members of the Club, but any such Members may on payment of all unpaid dues or fees be reinstated by vote of the Board of Directors.

5.5 Discipline of a 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 lose 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 By-Laws, Rules and Regulations or published Policies 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.

5.6 Resignation of Membership

(a) Members may resign by resignation in writing. Such resignation shall be effective upon the date specified therein or, if no such date is specified, upon receipt thereof by a member of the Board of Directors.

(b) In case of resignation, a Member shall remain liable for payment of any assessment or other indebtedness to the Club or other sum levied or which became payable by him to the Club prior to acceptance of his resignation.

5.7 Termination of Membership

(a) Membership in the Club shall be deemed to have been terminated:

if the Member submits a letter of resignation to the Club; or
if the Member is expelled by the Club's Board of Directors; or
if the Member is no longer registered with the Club.

(b) Upon registration with the Club, Membership shall last for either:

(i) a period of one year, or

(ii) until the day after the AGM which follows the end of the player’s soccer season whichever date comes later.

5.8 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 may be appealed by a non-Member.

(b) A decision of the Club may be appealed to PHSA and the appeal shall be conducted in accordance with The OSA’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.

5.9 Dispute Resolution

The Club shall adhere to The OSA’s published Dispute Resolution Policy and shall make the Dispute Resolution process available to any member upon request.

5.10 Harassment and Volunteer Screening

(a) The Board shall appoint two Officers (preferably one male and one female) to act as the Club Harassment and Screening Officers.

(b) All coaches and or volunteers involved with the Club shall be required to pass a volunteer screening policy set forth by the Board as well as provide a police check

(c)The Club’s policy must meet or exceed compliance with policy set forth by The OSA and may be adjusted from time to time

(d) The Club shall adhere to The OSA’s published Harassment Policy. The Harassment Policy shall apply to all employees, Directors, Officers, volunteers, coaches, game officials, administrators, players, members, and registrants of the Club. The Club shall make the Harassment Policy available to any member upon request.

Article 6: BOARD OF DIRECTORS

6.1 Board of Directors

(a) The affairs of the Club shall be managed by a Board of Directors, (in this By-Law sometimes called "the Board") consisting of 5 Officers and 15 Directors-at-Large each of whom at the time of his election and throughout his term of office shall be a Member in good standing of the Club. Each Director shall be at least 18 years old.

(b) The Board shall have responsibility for the affairs and business of the Club between meetings of the Members and may exercise all such powers and do all such acts and things as the Club is by its By-Laws or otherwise authorized to exercise and do.

President

Vice President

Secretary

Treasurer

Registrar

Director-at-Large (15)

(d) A Director shall serve for a two year term or until his or her successor is elected or appointed.

(e) One person may hold more than one office except the offices of President and Vice-President.

(f) The Directors shall receive no remuneration for acting as such.

(g) The Board of Directors shall be subject to the Conflict of Interest Policies in The OSA’s Published Rules.

6.2 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 positions as listed in this By-Law.

To be eligible for election as an Officer of the Club, a nominee must be a current member of the Board of Directors or, in the absence of any such nominations, a Member in good standing of the Club.

The President, Secretary and 8 Directors-at-Large shall be elected in odd numbered calendar years, and the Vice-President, Treasurer, Registrar and 7 Directors-at-Large shall be elected in even numbered calendar years.

Each Officer shall be elected by a vote from the floor by a majority of the Members voting. Elections 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.

In the event no candidate receives a majority, the candidate with the least votes shall be dropped from the ballot and another vote shall be held.

In default of such election of Officers the then incumbents, being members of the Board, shall hold office until their successors are elected.

The Directors-at-Large shall be elected in one ballot with the candidates receiving most votes filling the available positions. Each Voting Member shall be required to mark a ballot for the full number of Director-at-Large vacancies.

The results of each vote shall be announced after which the ballots shall be destroyed following a motion from the floor.

6.3 Vacancies, Board of Directors

(a) A Director may resign by delivering his written resignation to the President or Secretary of the organization, to a meeting of the Board of Directors, or to the organization at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.

(b) Vacancies on the Board of Directors, however caused, may, so long as quorum of Directors remain in office, be filled by the Board of Directors for the balance of the term from among the qualified Members of the Club, if they shall see fit to do so, otherwise such vacancy shall be filled at the next annual meeting of the Members at which the Directors for the ensuing year are elected.

(c) If there is not a quorum of Directors, the remaining Directors shall forthwith call a Special General Meeting of the Members to fill the vacancy.

6.4 Removal Of Director

No Member of the Board of Directors shall be removed for arbitrary reasons but may be removed for good and sufficient cause 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 he becomes incapable of performing the business of the Club

· if he is absent from three or more meetings of the Board without satisfactory reason

· if he no longer resides in reasonable proximity to the Club

· if he becomes, or is discovered to be, an undischarged bankrupt; or

2. the Director has compromised the integrity of the Club due to, but not limited to, any of the following reasons:

· if he has been found guilty of an offence under the Harassment Policy of The OSA

· if he has been found guilty of an offence involving violence under the Discipline Policy of The OSA

· if he has failed to properly account for monies or other property belonging to the Club

· if 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 may be removed from office by the Board of Directors for good and sufficient cause by a 2/3's vote of the Directors present, provided notice to remove the Director has been given to all Directors of the Club. If a Director is removed by the Board of Directors, the Directors may appoint a successor to the position(s) for the remainder of the term(s) being filled.

The Members of the Club may, by resolution passed by at least two‑thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any Director for good and sufficient cause before the expiration of his term of office, and may, by a majority of the votes cast at that meeting, elect any person in his stead for the remainder of his term.

6.5 Quorum And Meetings, Board Of Directors

A majority of the Directors shall form a quorum for the transaction of business.

Exclusive of any meeting of the Board of Directors immediately after an Annual General Meeting, the Board of Directors shall meet at least four (4) times per year.

The Board of Directors may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of regular meetings of the Board shall be sent to each Director forthwith after being passed but no other notice shall be required for any such regular meeting

Directors' meetings may be formally called by the President or a Vice-President or by the Secretary on direction of the President or a Vice-President, or by the Secretary on direction in writing of two Directors. Notice of such meetings shall be delivered or telephoned or e-mailed to each Director not less than two days before the meeting is to take place.

No formal notice of any such meeting shall be necessary if all the Directors are present, or if those absent, have signified their consent to the meeting being held in their absence.

6.6 First Meeting Of New Board

Each newly elected Board may, without notice, hold its first meeting immediately following the meeting of Members at which such Board was elected, for such purposes as the Board, in its discretion, shall deem advisable, provided a quorum of Directors be present.

6.7 Voting, Board Of Directors

Questions arising at any meeting of Directors shall be decided by a majority of votes. In case of an equality of votes, the Chairman, in addition to his original vote, shall have a second or casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent.

6.8 Indemnity Of Directors And Officers

Every Director or Officer of the Club and his heirs, executors and administrators, 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 Club from and against:

(a) all costs, charges and expenses whatsoever which such Director or Officer sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him, for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him, in or about the execution of the duties of his office;

(b) all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.

Article 7: DUTIES OF THE BOARD OF DIRECTORS

7.1 President

The President shall, when present, preside as Chairman at all meetings of the Members of the Club and of the Board of Directors. The President shall also be charged with the general management and supervision of the affairs and operations of the Club. The President with the Secretary or other Officer appointed by the Board for the purpose shall sign all By-Laws and membership certificates.

7.2 Vice President

During the absence or inability of the President, his duties and powers may be exercised by a Vice-President, and if the Vice-President, or such other Director as the Board may from time to time appoint for the purpose, exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto.

7.3 Secretary

The Secretary shall be ex officio clerk of the Board of Directors. He shall attend all meetings of the Board of Directors and record all facts and minutes of all proceedings in the books kept for that purpose. He shall give all notices required to be given to Members and to Directors. He shall be the custodian of the seal of the Corporation and of all books, papers, records, correspondence, contracts and other documents belonging to the Club which he shall deliver up only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution, and he shall perform such other duties as may from time to time be determined by the Board of Directors. In the absence of the Secretary for any meeting such person as is designated by the Board of Directors shall perform the functions of the Secretary during such meeting.

7.4 Treasurer

The Treasurer, or person performing the usual duties of a Treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Club in proper books of account and shall be responsible for depositing all moneys or other valuable effects in the name and to the credit of the Club in such bank or banks as may from time to time be designated by the Board of Directors. He shall disburse the funds of the Club under the direction of the Board of Directors, taking proper vouchers therefore and shall render to the Board of Directors at the regular meetings thereof or whenever required of him, an account of all his transactions as Treasurer, and of the financial position of the Club. He shall be responsible for having an annual audit of the Club completed. He shall also perform such other duties as may from time to time be determined by the Board of Directors.

7.5 Registrar and Directors-at-Large

The duties of all other Directors of the Club shall be such as the terms of their engagement call for or the Board of Directors requires of them.

7.6 Committees

The Board of Directors may establish standing committees or special committees to carry out specific business or programs of the Club.

Article 8: MEETINGS OF THE MEMBERSHIP

8.1 General Meetings

The Board of Directors shall have power to call at any time a general meeting of the Members of the Club. Notice of the time and place of every such meeting shall be given by notice on the Club’s website and/or by advertisement published in a newspaper of general circulation within the Town of Milton.

Such notice shall be at least six weeks prior to an Annual General Meeting and at least three weeks prior to a Special General Meeting.

8.2 Rules of Order

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 the By-Law or other Rules and Regulations of the Club.

8.3 Voting at General Meetings

Every Voting Member shall have the right to attend, speak and cast one vote at Members’ meetings of the Club.

No Member shall be entitled either in person or by proxy to vote at meetings of the Club unless he has paid all dues or fees, if any, then payable by him.

At all meetings of Members every question shall be decided by a majority of the Members present in person or represented by proxy unless otherwise required by the By-Laws of the Club, or by law. Every question shall be decided in the first instance by a show of hands unless a poll be demanded by any Member.

In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the Chairman shall be entitled to a second or casting vote.

8.4 Proxy Voting at General Meetings

Each member of the Club entitled to a vote may vote by proxy. Such proxy need not himself be a member but before voting shall produce and deposit with the Secretary sufficient appointment in writing from his constituent. An individual may only hold one proxy for one other family.

8.5 Quorum Of Members

A quorum for the transaction of business at any meeting of members shall consist of not less than twenty-one members who are, as at the date of the meeting, members in good standing and present in person.

8.6 Adjournments

Any meetings of the Membership or of the Board may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjourned meeting provided a date and time were set in the motion to adjourn. Such adjournment may be made notwithstanding that no quorum is present.

8.7 Annual General Meeting

The AGM will be held on a date in the fourth quarter of each calendar year. Deadline for this meeting will be no later than December 31 of each calendar year.

At every annual meeting, the Order of Business shall include:

(i) Confirmation of number of eligible votes and Quorum

(ii) Approval of Minutes from Previous AGM

(iii) President’s Address

(iv) Treasurer’s Report and Auditor’s Report

(v) Appointment of Auditors

(vi) Officers’ and Directors’ Reports

(vii) Amendments to the By-Laws

(viii) Election of Officers and Directors

(ix) Other Business

8.8 Special General Meeting

A Special General Meeting (SGM) of the Club:

(a) May be called by the Board of Directors, or

(b) 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 delivered, fax or email, signed by not less than 25 members or 25% of the voting Membership, whichever is less, setting out the items of business to be conducted at the SGM. The SGM shall be held within thirty (30) days of the written request from the Members. Only the business set out in the notice of the SGM shall be considered.

Article 9: BUSINESS AND FINANCE

9.1 Financial Year

Unless otherwise ordered by the Board of Directors, the fiscal year of the Club shall terminate on the 30th day of September in each year.

9.2 Audit Requirements

The accounts of the Club shall be audited annually to meet the audit requirements of The OSA and the audit statement shall be presented to the AGM for adoption.

9.3 Signing Officers

All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Club, shall be signed by two of the President, Vice-President or Treasurer as Signing Officers of the Club; however, not by two Signing Officers who are related or live in the same household. Any one Signing Officer may endorse notes and cheques for deposit with the Club 's bankers for the credit of the Club. Any one Signing Officer may arrange, settle, balance and certify all books and accounts between the Club and the Club's bankers and may receive all paid cheques and vouchers and sign all the bank' s forms or settlement of balances and release or verification slips.

9.4 Borrowing

The Board of Directors may from time to time:

(a) Borrow money on the credit of the Club;

or, with prior approval of a majority of the Voting Membership at an Annual General Meeting or Special General Meeting called for that purpose:

(b) Issue, sell or pledge securities of the Club; or

(c) charge, mortgage, hypothecate or pledge all or any of the debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Club.

From time to time the Board of Directors may authorize any Director, Officer or employee of the Club or any other person to make arrangements with reference to the moneys borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the Club as the Board of Directors may authorize, and generally to manage, transact and settle the borrowing of money by the Club.

9.5 Banking

The securities of the Club shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Board of Directors. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Club signed by such Officer or Officers, agent or agents of the Club, and in such manner, is shall from time to time be determined by resolution of the Board of Directors.

9.6 Contracts

Contracts in the ordinary course of the Club's operations may be entered into on behalf of the Corporation by the President, a Vice President, and Treasurer or by any person authorized by the Board.

9.7 Books And Records

The Board of Directors shall see that all necessary books and records required by the By -Laws of the Club or by any applicable statute or law are regularly and properly kept.

Article 10: AMENDMENTS TO BY-LAWS

Amendments to the By-Laws may only be made at an Annual General Meeting of the Club.

If any Member proposes any amendment to the By-Laws of the Club no resolution to consider same shall be received from the floor unless notice of the proposed amendment has been given to the Secretary of the Club, in writing, at least thirty days prior to the meeting at which said amendment is to be considered.

Copies of any proposed amendments to the By-Laws shall be posted by the Club on the Club’s website not less than 15 days prior to the Annual General Meeting.

Article 11: RULES AND REGULATIONS

The Board of Directors shall have the power to enact any Rules and Regulations governing the Club.

Amendments to the Rules and Regulations may be made by a majority vote of the Board of Directors. If the Directors, at any meeting of the Board, enact, repeal, alter, amend or suspend any Rules and Regulations, or any section or clause thereof, then any such enactment or alteration, unless in the meantime confirmed by Voting Members present at a Special General Meeting called for that purpose, shall remain in effect only until the next Annual General Meeting and, if not then so confirmed, shall cease to be in force.

Amendments to the Rules and Regulations may be made by a majority vote of the Members at a General Meeting provided that notice of the proposed amendment has been given to the Secretary of the Club, in writing, at least thirty days prior to the meeting at which said amendment is to be considered.

Copies of any proposed amendments to the Rules and Regulations shall be posted by the Club on the Club’s website not less than 15 days prior to the General Meeting.

Article 12: 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 organization, which operate solely in Ontario.

Article 13: NOTICE

Whenever, under the provisions of the By-Laws of the Club, notice is required to be given, such notice may be given either personally or mailed or e-mailed addressed to the Club, Director, Officer or Member. For the purpose of sending any notice the address of any Member, Director or Officer shall be his last address as recorded on the books of the Club. Notice may also be given by including said Notice on the Club’s website.

Article 14: INTERPRETATION

In these By‑Laws and in all other published rules of the Club hereafter passed unless the context otherwise require words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and reference to persons shall include firms and organizations.

Passed by the Membership and sealed with the corporate seal this 10th day of December 2007.