South Vancouver Island Classics Soccer Association (SVICSA): Constitution / Bylaws
April 25, 2024
Societies Act
This constitution falls under the B.C. Societies Act, which governs how societies (not-for-profit corporations) are created and run in the province of British Columbia.
SVICSA Constitution / Bylaws (PDF version for printing)
Constitution
South Vancouver Island Classics’ Soccer Association
1. The name of the society is the South Vancouver Island Classics’ Soccer Association (the “society”).
2. The purpose of the SVICSA is to provide an opportunity for soccer players aged 40+ to participate in organized recreational soccer games that promote sportsmanship, physical and mental health, and social connection.
Bylaws
Part 1 — Interpretation
1(1) In these bylaws, unless the context otherwise requires,
"directors" means the directors of the society for the time being;
“league” means the soccer league operated by the society;
"Societies Act" means the Societies Act of British Columbia from time to time in force and all amendments to it;
"registered address" of a member means the member's address as recorded in the register of members.
(2) The definitions in the Societies Act on the date these bylaws become effective apply to these bylaws.
2 Words importing the singular include the plural and vice versa.
Part 2 — Membership
3 The members of the society are the applicants for incorporation of the society, and those persons who subsequently become members, in accordance with these bylaws and, in either case, have not ceased to be members.
4 A person may apply to the directors for membership in the society and on acceptance by the directors is a member. To be eligible for membership, the person must be a representative of a soccer team comprised of players who are all at least 40 years old (35 in the case of goalkeepers). Each team may have only one representative (and substitute representatives as necessary)
The intent of these bylaws is that the members are, in substance, the soccer teams in the league operated by the society. But since the teams are largely unincorporated associations with fluctuating membership, the bylaws refer to the team representatives as being the actual members. A team representative’s membership is held on behalf of the team they represent and the member’s obligations are meant to be the obligations of the team they represent. These bylaws should be construed accordingly
5 Every member must uphold the constitution and comply with these bylaws.
6 The amount of the first annual membership dues must be determined by the directors and after that the annual membership dues must be determined at the annual general meeting of the society.
7 A person ceases to be a member of the society
(a) by delivering his or her resignation in writing to the secretary of the society or by mailing or delivering it to the address of the society,
(b) on his or her death (in which case another representative from the team may take their place as of right) or on dissolution of the team they represent,
(c) on being expelled, or
(d) on having been a member not in good standing for 12 consecutive months.
8(1) A member may be expelled by a special resolution of the members passed at a general meeting.
(2) The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.
(3) The person who is the subject of the proposed resolution for expulsion must be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.
9 All members are in good standing except a member who has failed to pay his or her current annual membership fee, or any other subscription or debt due and owing by the member to the society, and the member is not in good standing so long as the debt remains unpaid.
Part 3 — Meetings of Members
10 General meetings of the society must be held at the time and place, in accordance with the Societies Act, that the directors decide.
11 Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
12 The directors may, when they think fit, convene an extraordinary general meeting.
13(1) Notice of a general meeting must specify the place, day and hour of the meeting, and, in case of special business, the general nature of that business. Notice must be given at least 14 days before the meeting. This may be done by email.All players of all teams represented by the members are entitled to attend, but only a member may vote.
(2) 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.
14 The first annual general meeting of the society must be held not more than 15 months after the date of incorporation and after that an annual general meeting must be held at least once in every calendar year, preferably in the spring after the winter playing season, and not more than 15 months after the holding of the last preceding annual general meeting.
Part 4 — Proceedings at General Meetings
15 Special business is
(a) all business at an extraordinary general meeting except the adoption of rules of order, and
(b) all business conducted at an annual general meeting, except the following:
(i) the adoption of rules of order;
(ii) the consideration of the financial statements;
(iii) the report of the directors;
(iv) the report of the auditor, if any;
(v) the election of directors;
(vi) the appointment of the auditor, if required;
(vii) the other business that, under these bylaws, ought to be conducted at an annual general meeting, or business that is brought under consideration by the report of the directors issued with the notice convening the meeting.
16(1) Business, other than the election of a chair and the adjournment or termination of the meeting, must not be conducted at a general meeting at a time when a quorum is not present.
(2) If at any time during a general meeting there ceases to be a quorum present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.
(3) A quorum is 50% of members in good standing present or a greater proportion that the members may determine at a general meeting.
17 If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, must be terminated, but in any other case, it must stand adjourned to the same day in the next week, at the same time and place, [or to a time proposed by the Executive and Directors]and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present constitute a quorum.
18 Subject to bylaw 19, the president of the society, the vice president or, in the absence of both, one of the other directors present, must preside as chair of a general meeting.
19 If at a general meeting
(a) there is no president, vice president or other director present within 15 minutes after the time appointed for holding the meeting, or
(b) the president and all the other directors present are unwilling to act as the chair,
the members present must choose one of their number to be the chair.
20(1) A general meeting may be adjourned from time to time and from place to place, but business must not be conducted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(2) When a meeting is adjourned for 10 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.
(3) Except as provided in bylaw 20(2), it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned general meeting.
21(1) A resolution proposed at a meeting need not be seconded, and the chair of a meeting may move or propose a resolution.
(2) In the case of a tie vote, the chair does not have a casting or second vote in addition to the vote to which he or she may be entitled as a member, and the proposed resolution does not pass.
22(1) A member in good standing present at a meeting of members is entitled to one vote for each team they represent.
(2) Voting is by show of hands.
23 Voting by proxy is permitted if the proxy [or the absent member] provides to the chair reasonable proof that the proxy is entitled to vote on behalf of the absent member.
Part 5 — Directors and Officers
24(1) The directors may exercise all the powers and do all the acts and things that the society may exercise and do, and that are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the society in a general meeting, but subject, nevertheless, to
(a) all laws affecting the society,
(b) these bylaws, and
(c) rules, not being inconsistent with these bylaws, that are made from time to time by the society in a general meeting.
(2) A rule, made by the society in a general meeting, does not invalidate a prior act of the directors that would have been valid if that rule had not been made.
25(1) The directors must among them hold the offices of president, vicepresident, secretary, treasurer, scheduler of referees, discipline committee chair, injured players fund chair, Soccerfest committee chair,and development committee chair.
(2) The number of directors must be 6 or a greater number determined from time to time at a general meeting.
(3) Since there may be more offices than directors, more than one office may (and will normally) be held by one person.
(4) A director must not be remunerated for being or acting as a director but a director may be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the society andmay receive an honorarium for labour-intensive work done for the society as approved by the directors.
26(1) The directors must retire from office at each annual general meeting when their successors are elected.
(2) Separate elections must be held for each office to be filled.
(3) An election may be by acclamation, otherwise it must be by show of hands (or by ballot if at least two members so require).
(4) If a successor is not elected, the person previously elected or appointed continues to hold office.
27(1) The directors may at any time and from time to time appoint someoneto fill a vacancy in the directors.
(2) A director so appointed holds office only until the conclusion of the next annual general meeting of the society, but is eligible for re-election at the meeting.
28(1) If a director resigns his or her office or otherwise ceases to hold office, the remaining directors must appoint someone to take the place of the former director.
(2) An act or proceeding of the directors is not invalid merely because there are less than the prescribed number of directors in office.
29 The members may, by special resolution, remove a director, before the expiration of his or her term of office, and may elect a successor to complete the term of office.
30(1) The discipline committee is comprised of the discipline committee chair and one or more persons appointed by the chair and approved by the directors.
(2) The injured player fund committee is comprised of the injured players fund committee chair and one or more persons who are appointed by the chair and approved by the directors.
(3) The development committee is comprised of the development committee chair and one or more persons who are appointed by the chair and approved by the directors.
(4) The Soccerfest committee is comprised of the Soccerfest committee chair and 4 or more persons who are appointed by the chair and approved by the directors.
Part 6 — Proceedings of Directors
31(1) The directors may meet at the places they think fit to conduct business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.
(2) The directors may from time to time set the quorum necessary to conduct business, and unless so set the quorum is a majority of the directors then in office.
(3) The president is the chair of all meetings of the directors, but if at a meeting the president is not present within 30 minutes after the time appointed for holding the meeting, the vice president must act as chair, but if neither is present the directors present may choose one of their number to be the chair at that meeting.
(4) A director may at any time, and the secretary, on the request of a director, must, convene a meeting of the directors.
32(1) The directors may delegate any, but not all, of their powers to committees consisting of the director or directors as they think fit.
(2) A committee so formed in the exercise of the powers so delegated must conform to any rules imposed on it by the directors, and must report every act or thing done in exercise of those powers to the earliest meeting of the directors held after the act or thing has been done.
33 A committee must elect a chair of its meetings, but if no chair is elected, or if at a meeting the chair is not present within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee must choose one of their number to be the chair of the meeting.
34 The members of a committee may meet and adjourn as they think proper.
35 For a first meeting of directors held immediately following the appointment or election of a director or directors at an annual or other general meeting of members, or for a meeting of the directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly elected or appointed director or directors for the meeting to be constituted, if a quorum of the directors is present.
36 A director who may be absent temporarily from British Columbia may send or deliver to the address of the society a waiver of notice, which may be by letter, telegram, telex or cable, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,
(a) a notice of meeting of directors is not required to be sent to that director, and
(b) any and all meetings of the directors of the society, notice of which has not been given to that director, if a quorum of the directors is present, are valid and effective.
37(1) Questions arising at a meeting of the directors and committee of directors must be decided by a majority of votes.
(2) In the case of a tie vote, the chair does not have a second or casting vote.
38 A resolution proposed at a meeting of directors or committee of directors need not be seconded, and the chair of a meeting may move or propose a resolution.
39 A resolution in writing, signed by all the directors and placed with the minutes of the directors, is as valid and effective as if regularly passed at a meeting of directors.
Part 7 — Duties of Officers
40(1) The president presides at all meetings of the society and of the directors.
(2) The president is the chief executive officer of the society and must supervise the other officers in the execution of their duties.
41 The vice president must carry out the duties of the president during the president's absence and should assist the president as required.
42(1) The secretary must do the following:
(a) conduct the correspondence of the society;
(b) issue notices of meetings of the society and directors;
(c) keep minutes of all meetings of the society and directors;
(d) have custody of all records and documents of the society except those required to be kept by the treasurer;
(e) have custody of the common seal of the society, if the society has one;
(f) maintain the register of members.
(g) submit an annual report to the BC Registries in accordance with the Societies Act of BC
(2) In the absence of the secretary from a meeting, the directors must appoint another person to act as secretary at the meeting.
43 The treasurer must
(a) keep the financial records, including books of account, necessary to comply with the Societies Act, and
(b) render financial statements to the directors, members and others when required.
(c)maintain a ledger that keeps a record of all SVICSA team accounts.This ledger records annual dues owing, team field costs, BDSF participation, and any fines imposed.In October and April each year, the treasurer will invoice teams based upon this ledger.
(d)assist theSoccerfest committee to develop and maintain a budget for this event.
(e)work with the SVICSA game scheduler to keep a current district field cost sheet that indicates the fee to hold a game at any field and obtain from the scheduler a register of team field costs based upon the game schedule issued in the fall and spring (a home team receives a field credit; an away team receives a field debit)
44 The discipline committee chair is responsible for calling meetings of and chairing the proceedings of the discipline committee. The committee may adjudicate the awarding of Sportsmanship Trophies.
45 The injured players fund chair is responsible for calling meetings of and chairing the proceedings of the injured players fund committee.
46 The development committee chair is responsible for calling meetings of and chairing the proceedings of the development committee. The committee will deliberate and submita report ontopicsas requested by the members
47 The Soccerfest committee chair is responsible for overseeing the running of the annual Bill Drew Memorial Soccerfest event.
48 The scheduler of referees is responsible for:
(a) recruiting, maintaining, and scheduling of qualified referees.
(b) communication between our league and refs to ensure they maintain the standard the Society requests.
(c) reporting to the directors about referee requests and concerns regarding the games being played.
(d) reviewing all game reports and keeping in touch with the president and disciplinary committee regarding game issues and support.
(e) allocation of refs every week and notify of changes that occur daily.
(f) at the end of each season, reconcile any miscellaneous fees such as travel and forfeited games that are owed to referees.
(g) attend league meetings as required and advise the referees, as appropriate, on any relevant information that pertains to their duties as a referee in our league,
Part 8 — Seal
49 The directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place.
50 The common seal must be affixed only when authorized by a resolution of the directors and then only in the presence of the persons specified in the resolution, or if no persons are specified, in the presence of the president and secretary or president and secretary treasurer.
Part 9 — Borrowing
51 The society has no borrowing power and must operate on a cash basis only.
Part 10 — Auditor
52 This Part applies only if the society is required or has resolved to have an auditor.
53 The first auditor must be appointed by the directors who must also fill all vacancies occurring in the office of auditor.
54 At each annual general meeting the society must appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next annual general meeting.
55 An auditor may be removed by ordinary resolution.
56 An auditor must be promptly informed in writing of the auditor's appointment or removal.
57 A director or employee of the society must not be its auditor.
58 The auditor may attend general meetings.
Part 11 — Notices to Members
59 A notice may be given to a member, either personally, by mail to the member at the member's registered address, or by email to the member’s registered email address.
60 A notice sent by mail is deemed to have been given on the second day following the day on which the notice is posted, and in proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle. A notice sent by email is deemed to have been given 2 days after sending
61(1) Notice of a general meeting must be given to
(a) every member shown on the register of members on the day notice is given, and
(b) the auditor, if Part 10 applies.
(2) No other person is entitled to receive a notice of a general meeting.
Part 12 – Awards
62 The Awards committee will adjudicate the allocation of Awards sanctioned by the SVICSA Executive.
Part 13 — Bylaws
63 On being admitted to membership, each member is entitled to, and the society must give the member without charge, a copy of the constitution and bylaws of the society.
64 These bylaws must not be altered or added to except by special resolution.