BOARD MEMBERS

1. Introduction

The Brant and District Football Club (BDFC) is a non-profit corporation established to operate minor football programs in Brantford and the surrounding area under the team name; Brantford Bisons. The BDFC functions through a duly elected Board of directors who are responsible for the effective governance and stewardship of the organization and are guided by the laws of Canada and Ontario, our vision, values and mission, and our policies and procedures.

As individual Board members, we strive to conduct ourselves in accordance with the highest personal, professional and business standards, including compliance with all laws and regulations that apply to the BDFC. This Code of Conduct is an expression of how we demonstrate integrity, due diligence, and commitment to these standards in our involvement in the BDFC as Board members.

2. Our Reputation – Upholding BDFC’s Name

The BDFC has developed a reputation for leadership and collaboration. We strive to uphold that reputation by speaking with one voice and conveying a positive image of our organization. We act in accordance with our values. Our decision-making processes encourage open discussion and participation. We make decisions that are in the best interests of the BDFC as a Board while Board members who disagree with these decisions have the option of requesting that their dissent be recorded. However, once a decision has been made by the Board, directors speak with one voice, supporting the Board’s decision. When we speak to an audience as a representative of the BDFC, we present the BDFC’s positions and views, rather than our personal opinions. Individual directors may hold positions of leadership in other professional or community associations, where they may be viewed as spokespersons for those groups. In such situations, we ensure that we are seen as speaking as individuals and not as directors of or spokespersons for the BDFC. We use the BDFC’s assets legally and for authorized purposes and in a manner appropriate to our organization. A Board member using the BDFC’s computer database or electronic mail system complies with any internal policies and procedures that guide the storage, use and transmission of information through this medium. We have an obligation to comply with both the letter and the spirit of the guidelines contained in this Code. As individuals, we have a responsibility to raise issues and concerns through the appropriate channels.

3. Professional Behaviour

We understand our respective roles and responsibilities within the BDFC and strive to fulfill them. We comply with our governing and operational policies and procedures. We conduct our business following legal and ethical practices, and within the best interests of our organization. We deal fairly and openly in all our business relationships, provided conditions of quality, reliability and competitiveness are met. We strive to ensure our decision-making is not compromised or perceived to be compromised. We aim to avoid conflicts of interest that could interfere or be perceived to interfere with our judgment in making decisions in the BDFC’s best interests and/or that could result in personal gain. We depend on the integrity of all Board members who have knowledge of a decision or activity of the BDFC that involves or might involve a conflict of interest to disclose the circumstances to the Board. We accept or offer gifts, entertainment or benefits in the normal exchanges of business relationships. We do not accept or offer entertainment, gifts or benefits which grant or appear to grant preferential treatment for the BDFC or by the BDFC. We respect the confidentiality of our Board members. We protect any personal information about our players, parents, coaches or volunteers that may be in our possession. We disclose confidential or personal information only when appropriate approval has been received, or we are required to do so by law. We do not use confidential information for personal benefit or to benefit a third party. Our behavior with colleagues and those with whom we do business is respectful, courteous, fair and dignified.

4. Commitment to Learning

We support the growth and development for our players and coaches. We provide learning opportunities for Board members that focus on their governance role within the BDFC. By extending these opportunities to others, we encourage the development of leaders within our community.

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BRANT & DISTRICT FOOTBALL CLUB BY-LAWS

 

 
 
 

 

 

 

 

Mission Statement

To provide youth, who reside in the Brantford and surrounding area, the opportunity to play tackle football and to learn sportsmanship, fair play and the life skills that are needed to succeed. Their skills will be upgraded, and opportunities provided for them to continue their football careers through education.

   TABLE OF CONTENTS 

Article 1 - Definitions

    1. Definitions........................................................................................................................................ 4
    2. Registered Office.............................................................................................................................. 4

Article 2 - By-Laws and Policies

    1. By-Laws........................................................................................................................................... 5
    2. Amendments..................................................................................................................................... 5
    3. Special By-Laws............................................................................................................................... 5
    4. Dissolution........................................................................................................................................ 5
    5. Proviso.............................................................................................................................................. 5

Article 3 - Membership and Meetings

    1. Voting Members of BDFC................................................................................................................ 6
    2. Termination of Membership............................................................................................................. 6
    3. Membership Meetings....................................................................................................................... 6
    4. Quorum............................................................................................................................................ 6
    5. Membership Meeting Notice............................................................................................................. 7
    6. Voting............................................................................................................................................... 7
    7. Business at Annual General Meeting................................................................................................. 7
    8. Business at Special Membership Meeting.......................................................................................... 7
    9. Agenda............................................................................................................................................. 7

3.10           Availability of Minutes..................................................................................................................... 7

Article 4 - Board of Directors

    1. Eligibility.......................................................................................................................................... 8
    2. Board of Directors............................................................................................................................ 8
    3. BDFC Board of Director Meetings.................................................................................................... 8
    4. Quorum............................................................................................................................................ 8
    5. Payment............................................................................................................................................ 8
    6. Declared Vacant............................................................................................................................... 8
    7. Terms and Limits of Office.............................................................................................................. 9
    8. Positions on the Board...................................................................................................................... 9
    9. Responsibilities of the Board............................................................................................................ 9
    10. Voting Rights and Procedures at Board Meetings.............................................................................. 9
    11. Termination of a Director................................................................................................................. 9

Article 5 – Position of the Board of Directors

BOARD OF DIRECTORS EXECUTIVE

    1. President......................................................................................................................................... 10
    2. Vice President – Business Operations............................................................................................. 10
    3. Vice-President - Finance................................................................................................................. 10
    4. Vice-President – Football Operations.............................................................................................. 10

DIRECTORS

    1. Registration Director....................................................................................................................... 10
    2. Equipment Director #1.................................................................................................................... 10

TABLE of CONTENTS – Continued

    1. Equipment Director #2.................................................................................................................... 10
    2. Varsity Director............................................................................................................................... 10
    3. Junior Director................................................................................................................................ 10
    4. Flag Director................................................................................................................................... 10
    5. Concession Director......................................................................................................................... 10
    6. Website/Media Director................................................................................................................... 10
    7. Past Board Member.......................................................................................................................... 10

5.14           Positions and Duties........................................................................................................................ 10

Article 6 - Committees

    1. Establishing Committees................................................................................................................. 11
    2. Duties and Powers of Committees................................................................................................... 11
    3. Committee Recommendations......................................................................................................... 11
    4. Other Duties of Committees............................................................................................................ 11
    5. Chairing of Committees.................................................................................................................. 11
    6. Budget Sub-Committee................................................................................................................... 11
    7. Executive Committee...................................................................................................................... 11

Article 7 - Organization and Administration

    1. Affiliation....................................................................................................................................... 12
    2. Membership List............................................................................................................................. 12
    3. Membership Fees............................................................................................................................ 12
    4. Banking........................................................................................................................................... 12
    5. Financial......................................................................................................................................... 13
    6. Liability and Indemnification of Directors...................................................................................... 13
    7. Execution of Documents................................................................................................................. 13
    8. Books and Records......................................................................................................................... 13
    9. Computation of Time...................................................................................................................... 13
    1. Omissions and Errors...................................................................................................................... 14
    2. Methods of Giving Notice............................................................................................................... 14
    3. Policies and Procedures................................................................................................................... 14
    4. Confidentiality................................................................................................................................ 14

Article 8 - Conflict of Interest

    1. Conflict of Interest.......................................................................................................................... 15
    2. Types of Conflict of Interest........................................................................................................... 15

Article 9    Effective Date................................................................................................................................ 16

    1. Definitions
 

DEFINITIONS AND REGISTERED OFFICE

 

In these by-laws and other by-laws of Brant and District Football Club, unless the context otherwise specifies or requires:

      1. “BDFC” is understood to mean the Brant and District Football Club.
      2. “Club” is understood to mean the Brant and District Football Club.
      3. “By-law” is understood to mean any by-law of BDFC, including any special by-law that is in force and effect, and may be amended from time to time at an annual general meeting or special meeting of the voting membership.
      4. The singular shall include the plural and the plural shall include the singular. The masculine shall include the feminine also.
      5. “Member” is understood to mean an individual who has been admitted into the membership of BDFC pursuant to Article 3, Section 3.01 – Voting Members of BDFC.
      6. “Board” is understood to mean the Board of Directors of BDFC.
      7. “Executive Director” and “Executive” shall consist of the following positions within the Board of Directors.

President, Vice-President – Business Operations, Vice-President – Finance, Vice-President – Football Operations

      1. “Director” is understood to mean an individual who has been elected to the Board of Directors of BDFC.
      2. “OFL” is understood to mean the Ontario Football League.
      3. OPFL” refers to the Ontario Provincial Football League
      4. “OFC” is understood to mean the Ontario Football Conference
      5. “FC” refers to Football Canada, the recognized National Sports Organization (NSO) governing body
      6. “OFA” is understood to mean the Provincial Governing Body, Ontario Football Alliance
      7. “Corporations Act” means the Ontario Corporations Act, R.S.O. 1990, Chapter 38, and any statute amending or enacted in substitution therefore, from time to time.
      8. “Policies and Procedures” is understood to mean the written statements contained in the BDFC Policy and Procedure Manual, which governs issues affecting the affairs of the club, and have been considered and approved by the Board of Directors of the BDFC.
      9. All terms defined in the Ontario Corporations Act have the same meaning in this By-Law and all other by-laws and resolutions of the BDFC.
      10. “Chair” is understood to mean any member of the “Executive” that has attended two (2) consecutive meetings prior can request to chair an upcoming monthly meeting. Person acting as chair may only vote to break a tie.
      11. “Interim” is understood to mean the completion of the current term ending at the next Annual General Meeting. Incomplete “Executive” terms will be available at the Annual General Meeting for a one-year period in order to keep the “Executive” roll over on a two (2) year schedule.
    1. Registered Office

The registered head office of the Brant and District Football Club is located at 245 King George Road, Suite 116, Brantford, Ontario, N3R 7Z9. The registered head office shall be in the City of Brantford, in the Province of Ontario and thereafter as the BDFC may from time to time determine by special resolution of the members pursuant to the Corporations Act.

 

BY-LAWS AND POLICIES

    1. By-Laws

All members must abide by and act consistently with the by-laws of BDFC. The membership privileges of any member who fails to do so may be revoked. Copies of the by-laws are on file with the Vice-President - Business Operations and are available for viewing by any member in good standing of BDFC upon written request to the Vice-President - Business Operations.

    1. Amendments

A by-law of BDFC may be amended only by no less than a two-thirds majority vote of all eligible voting members of BDFC in attendance at the annual general meeting or any other special membership meeting called solely for the purpose of considering the amendments.

Any proposed amendments to the by-laws of BDFC must be submitted in writing to the Vice-President – Business Operations of BDFC at least twenty-one (21) days prior to the annual general meeting of BDFC and at least twenty-one

(21) days prior to any other meeting of the members of BDFC. Any proposed amendments not submitted with proper notice will be put on hold for the agenda of the next meeting of the membership. Under no circumstances will an amendment be considered without the proper advance notice procedures being followed. This is necessary to ensure that the membership of BDFC is properly informed and able to make careful consideration of the proposed amendment(s).

    1. Special By-Laws

It is understood and allowed by the current by-law that special by-laws may be enacted to comply with changes made by the associations and/or leagues that the BDFC belongs to. These special by-laws may be enacted by a simple majority vote at a regular monthly meeting. The special by-law will be adhered to by the Board until the next annual general meeting, at which point the special by-law must be passed in accordance with Section 2.02 of this By-Law.

    1. Dissolution

On the winding up or dissolution of BDFC the assets remaining, after all debts have been paid or provisions for their payment has been made, shall be paid, transferred, and delivered to one or more sports programs within the City of Brantford, which shall be chosen by the current Board of Directors of BDFC on record. That, if the organization should dissolve, provides for the distribution of the organization’s assets and property held or acquired from the proceeds of licensed lottery event (i.e., lottery trust accounts or property purchased with lottery proceeds) to charitable organization that are eligible to receive lottery proceeds in Ontario. The organization’s members will not derive any gain from the organization, and that any profits will be used solely to promote the organization’s objectives.

    1. Proviso

The repeal of all prior By-Laws of the BDFC shall not impair in any way the validity of any act or thing done pursuant to any such repealed by-law.

 
    1. Voting Members of BDFC
 

MEMBERSHIP AND MEETINGS

 
  1. Parents or guardians of registered player(s), under the age of eighteen (18), of the previous calendar year, to a maximum of two votes per family unit.
  2. Current Board of Directors of BDFC.
  3. A person who has volunteered their time, to a minimum of forty hours, for the betterment of BDFC and has applied in writing twenty-one (21) days in advance for approval by the Board of Directors for inclusion as a voting member for the current season only.
  4. Registered player, of the previous calendar year, who is eighteen (18) years or older.
  5. Head Coaches, assistant coaches, and team managers for the previous calendar year.

 

    1. Termination of Membership
  1. Membership in the BDFC shall not be transferable and shall terminate upon a member’s resignation or death.
  2. Members may resign from the BDFC by submitting a resignation in writing addressed to the Vice-President - Business Operations who in turn notifies the appropriate Board members.
  3. Members in good standing shall be those admitted to membership under the provisions of Section 3.01 and who have paid all required fees to the BDFC. Members whose fees are in arrears for a period of two (2) months shall be suspended from membership and not permitted to vote, make nominations or hold office in the BDFC. The Vice-President - Business Operations shall inform those concerned of this suspension in writing.
  4. Any member whose conduct is considered by the Board to be contrary to Section 2.01 or to the mission of the BDFC shall be asked by the Board to explain or justify their actions. If these member(s) are unwilling or unable to do so, or the Board finds their explanation insufficient, they shall be asked by the Board to resign from the BDFC. If they do not resign, the Board shall give proper notice of motion to be considered at the next Board meeting requesting the expulsion of these members. A copy of this motion shall be communicated to the member(s) concerned within a reasonable period for the person(s) to make a written response. If a response is made, it shall be circulated with the notice of motion. Approval of such a motion shall require a two- thirds majority in a ballot conducted at the meeting. The member(s) concerned shall be invited to attend the meeting and to explain their position before the vote is taken but cannot be present during discussion of the motion or during the vote.

 

    1. Membership Meetings
  1. Annual General Meeting: The annual general meeting (AGM) of BDFC shall be held at a date, time and place established by the board of directors. The board shall always attempt to schedule the annual general meeting within the last two weeks of January.
  2. Special Membership Meeting: The Board of Directors of BDFC shall at any time with a two thirds majority vote call a special meeting of the BDFC membership.

 

    1. Quorum

A quorum for an Annual General Meeting or Special Membership Meeting shall be a minimum of twenty-five (25) members eligible to vote and present in person. No business shall be transacted in the absence of a quorum except to take measures to obtain a quorum, to establish the time which to adjourn, or to take a recess.

 

Article 3 – Membership and Meetings

 

    1. Membership Meeting Notice

Notice of the Annual General Meeting or Special Membership Meeting shall be given as prescribed in Section 7.11 of this By-Law.

 

    1. Voting
      1. All members in good standing of the BDFC pursuant to Section 3.01 shall be entitled to vote at any annual general meeting or special membership meeting. No proxies are permitted. Members must be present in person to exercise their voting rights.
      2. If a BDFC member wishes to apply and stand for a BDFC Board of Director position, but he/she cannot attend the proposed AGM meeting date that a letter of intent can be submitted to the Vice-President - Business Operations for inclusion at the time of voting, for such position, with circumstances.

 

    1. Business at Annual General Meeting

The business transacted at the annual general meetings of BDFC shall include the following:

      1. Verification of the Voting Delegates
      2. President's Address
      3. Adoption of the Minutes of the Annual Meeting from the previous year and any Special Meetings from the previous year.
      4. Vice-President's Treasurer's Report
      5. Correspondence
      6. Amendments - Notice of Motion
      7. Election of Officers
      8. General Business
      9. Adjournment

 

    1. Business at Special Membership Meeting

The business transacted at the special membership meeting of BDFC shall only include the following:

      1. Roll call and/or registration of voting members.
      2. Report of the President on behalf of the Board of Directors explaining reason for special meeting
      3. Question and Answers period
      4. Any voting requirements
      5. Adjournment.

 

    1. Agenda

Each member of BDFC may be provided with a draft agenda and the report of the Vice-President - Finance at the annual general meeting and or special membership meeting unless it is decided by a simple majority of the board that it would not be feasible.

 

3.10 Availability of Minutes

Upon request a copy of the minutes of any annual general meeting, special meeting or Board of Directors meeting shall be made available to a voting member by the Vice-President - Business Operations. This does not include in-camera minutes.

 

ARTICLE 4

BOARD OF DIRECTORS

    1. Eligibility

A Director of the BDFC:

      1. shall be eighteen (18) years of age or older.
      2. shall not be an undischarged bankrupt or of unsound mind.
      3. if already a member of the BDFC, they shall be a member of the BDFC in good standing at the time of his or her election or appointment.
      4. shall remain a member of the BDFC throughout his or her term of office.
      5. a non-BDFC member who wishes to run for election to a Director’s position is not eligible to run for election to a BDFC Executive position unless they have first occupied another BDFC Director’s position for at least 1 year.
      6. director candidates interested in running for election in the upcoming BDFC elections at the AGM, must submit their interest in seeking election along with a short bio on themselves, to the BDFC a minimum of 21 days prior to the BDFC AGM date.
      7. may be any other competent person, adhering to Article 4.01(a) and 4.01(b), elected by the BDFC membership or in the event of no election, appointed by the BDFC Board.
      8. nominations for Director’s positions will not be taken from the floor during the AGM.

 

    1. Board of Directors

The board of directors shall manage the affairs of BDFC on behalf of the membership and shall consist of elected Board members as defined in Section five (5) of this By-Law.

      1. A simple majority electing the Board of Directors from the eligible voters at the Annual General Meeting.
      2. A simple majority from the newly elected Board of Directors may appoint vacancies.

 

    1. BDFC Board of Directors Meetings

The Board shall meet at a designated place at such time and date as the President, in consultation with the Board, may determine.

      1. The Board should meet at least once a month.
      2. The President must call a meeting of the BDFC Board of Directors when requested by either:
        1. A minimum of twenty-five (25%) percent of the members on the BDFC Board of Directors
        2. Twenty (20%) percent or more of the voting members of the BDFC

 

    1.  

Quorum

A quorum for a meeting of the Board of Directors shall consist of a simple majority of its current elected Board members as defined in Section five (5) of this By-Law.

 

    1. Payment

No member of the Board shall be paid in cash for services rendered in his capacity as a director of the BDFC. Any party, including Directors, can and shall be reimbursed for legitimate approved expenses arising from carrying out his or her duties on behalf of the BDFC upon submitting appropriate receipts.

    1. Declared Vacant

When a member of the Board of Directors fails to attend three (3) consecutive meetings without, in the opinion of the Board, having reasonable cause, or fails to perform the duties allotted to him as a director without just cause, his position on the board may be declared vacant by a simple majority of the remaining directors. A quorum of the Board of Directors may then appoint a qualified member to fill the vacancy until the next annual general meeting provided there is a quorum of directors remaining in office. Any Director removed for the above reason will not be allowed to hold an Executive position for two years or a board position for one year.

 

Article 4 - Board of Directors

    1. Terms and Limits of Office
      1. The term of office for the Executive Directors shall be two years.  The President and Vice-President – Finance shall be elected in even numbered years, Vice-President – Football Operations and Vice-President - Business Operations shall be elected in odd numbered years.
      2. Elected same as President and Vice-President – Finance, Varsity Director, Equipment #2, Registration & Flag Director.  Elected same as Vice-President – Football Operations and Vice-President - Business Operations, Junior Director, Equipment #1, Concession and Website.  The only position that is one year is the Past Board Member.
      3. No director shall hold more than one executive position.
    1. Positions on the Board

Members may hold more than one position on the Board of Directors if the BDFC is not able to fill all required positions. Members holding more than one position will be entitled to one vote only.

    1. Responsibilities of the Board

The Board of Directors has the authority to make decisions effecting the day-to-day operations of BDFC. The Board of Directors shall govern the BDFC in compliance with the objects, powers, by-laws, policies and procedures of the Club and all applicable laws and regulations.

    1. Voting Rights and Procedures at Board Meetings

Each Director present at a Board meeting, except the Chair, shall be entitled to one vote. The Chair shall have a vote only in the event of a tie. A majority of votes of the Directors present at a Board meeting shall decide every question. Every question shall be decided by a show of hands unless a secret ballot is demanded by a Director present. A declaration by the Chair that a motion has been carried or not carried and an entry to that effect in the minutes of the meeting shall be sufficient evidence of the fact, without proof of the number of votes recorded in favor or against such motion.

    1. Termination of a Director
      1. Removal of a Director by Membership: Provided that notice specifying the intention to pass such a resolution has been given with the notice of meeting, eligible voting members of the BDFC may, by a resolution passed by at least two-thirds of the votes cast at a General Meeting of Members at which a quorum is present, remove any Director before the expiration of his or her term of office, and, by a majority of the votes cast at that meeting, may elect any eligible member in his or her stead for the remainder of his or her term.
      2. Resignation: A Director of the Board may resign his or her Directorship by submitting a letter of resignation to the President of the BDFC. In the case where the President chooses to resign, the letter of resignation is to be submitted to the Vice-President - Business Operations of the BDFC.
 

POSITIONS OF THE BOARD OF DIRECTORS

BOARD OF DIRECTORS EXECUTIVE

    1. President
    1. Vice President – Business Operations
    1. Vice President – Finance
    1. Vice President – Football Operations
    1. Registration Director – under Business Operations
    1. Equipment Director #1 – without profile – under Football Operations
    1. Equipment Director #2 – without profile – under Football Operations
    1. Varsity Director – under Football Operations
    1. Junior Director – under Football Operations
    1. Flag Director – under Football Operations
    1. Concession – without profile – under Finance
    1. Website/Media Director– under Business Operations
    1. Past Board Member– under President

5.14 All Positions and Duties of the Board of Directors shall be maintained in the Policy and Procedure Manual for clarification

 

COMMITTEES

    1. Establishing Committees

The board of directors may from time to time establish various committees of the board to assist the board of directors in carrying out their administrative functions. Nothing in this by-law shall be construed to limit the ability of the Board of Directors and the Membership of the BDFC to abolish or create committees by by-law or from establishing such sub-committees by Directors’ resolution as may be desired or required from time to time.

    1. Duties and Powers of Committees

The board shall specify the duties and powers of each committee appointed.

    1. Committee Recommendations

Any recommendations of any committee must be approved by a simple majority vote of the Board of Directors.

    1. Other Duties of Committees

All standing committees may be responsible as well for other duties assigned by a simple majority vote of the Board of Directors.

    1. Chairing of Committees

The President of BDFC shall appoint a chairman for every standing committee.

    1. Budget Sub-Committee
      1. A Budget Sub-Committee shall be established at the beginning of each fiscal year. Chaired by The Vice President - Finance
      2. Members of this sub-committee shall be the Vice President- Finance, Vice President –Football Operations and Vice President - Business Operations
      3. Meets quarterly to review the monthly bank statements and the status of the current Operating and Capital Budgets
      4. Receives budget requests from each Vice President in preparation for the following year’s Capital and Operating Budget
      5. Prepares and provides a proposed Capital and Operating budget for the next fiscal year for the Board to consider.
    2. Executive Committee
      1. The Executive Committee members shall consist of the President, Vice President – Business Operations, Vice President – Finance and Vice President – Football Operations.
      2. The Executive Committee should meet monthly before a scheduled Board of Directors meeting to summarize current BDFC divisional affairs and produce recommendations for consideration to the Board of Directors for discussion and vote.
      3. The Executive Committee shall follow the direction and desire of the BDFC Board of Directors
 

ORGANIZATION AND ADMINISTRATION

    1. Affiliation

BDFC considers itself to be affiliated with and will at all times act in accordance with the regulations and the by-laws of the recognized Provincial Governing Body. Should a conflict exist between the by-laws of BDFC, BDFC’s playing rules, and any other regulations, by-laws or playing rules of the aforesaid organization(s) in which, our teams participate, the matter will be referred to a BDFC documentation committee for study and resolution.

BDFC may also be affiliated with one or more organizations within the province of Ontario and/or the City of Brantford and will always act in accordance with the regulations and by-laws of these organizations. Should a conflict exist between the by-laws of BDFC, BDFC’s playing rules and any other regulations, by-laws or playing rules of these provincial or municipal organizations in which our teams participate, the matter will be referred to a BDFC documentation committee for study and resolution.

    1. Membership List
      1. The Vice-President - Business Operations of the Board shall prepare and maintain a list of current members. This list shall be kept with the Vice-President – Business Operations and updated as necessary and made available to all Directors. Such list of members will be used to determine eligibility to attend and vote at any meeting of the membership.
      2. Individuals who are members of the BDFC at least twenty-one (21) days in advance of any General Meeting of the Members of the Club are entitled to notice of and to vote at such General Meeting. Any individual who is not a member at least twenty-one (21) days in advance of a General Meeting is not entitled to notice of or to vote at such General Meeting for which the record date has been established.
    1. Membership Fees

Registration fees will be established annually by the Budget Sub-Committee, or the “Executive”, and resolved by the Board of Directors. Fees for any unexpired term of membership are normally not refundable, but the Board of Directors may, in its sole discretion, grant a request for such a refund in extenuating circumstances. These circumstances will be outlined in the Policy and Procedure Manual.

 

    1.  

Banking

      1. Signing Authority

All cheques tendered by the BDFC shall be issued and recorded by the Vice-President - Finance. All cheques must be signed by two different people (not related) with signing authority, the Vice-President

        • Finance, and countersigned by the President, Vice-President – Football Operations or Vice-President
        • Business Operations. Directors or members with signing authority for BDFC may not be related to the Vice-President - Finance. The Vice-President - Finance shall issue a receipt to evidence any monies received by the BDFC and a duplicate receipt shall be kept and recorded by the Vice-President
        • Finance. VP of Finance only to sign if President or VP Business Operations are not available and has to be first signing authority.
      • Cheques

Cheques made payable to any member or director who has signing authority must have these cheques signed by two other signing authorities.

 

 

    1. Financial
      1. The fiscal year end of BDFC shall be the thirty-first (31st) day of December.
      2. All purchases over $350.00, not previously approved by the board of directors through the budget process, must be approved by the board of directors and three quotes should be submitted for comparison. Once purchase has received approval from the Board of Directors, the Vice-President - Finance will create a purchase order for this specific purchase. No purchase more than $350.00 shall be made without approval from the Board of Directors and a purchase order from the Vice-President - Finance.
      3. No member of the BDFC may fundraise for the organization or teams without the approval of the board of directors.
      4. All monies generated through the fundraising efforts of BDFC must be reported to the VP Finance and deposited as soon as possible.
      5. Only bank accounts approved by the board of directors may be opened by the membership from monies collected from BDFC activities.
      6. All payments for expenses more than $200.00 must be approved by the Board of Directors.
    1. Liability and Indemnification of Directors
      1. Liability: BDFC and all of its members must abide by and follow all rules set out by our affiliates and the current Provincial Governing Body.
      2. Indemnification of Directors: BDFC shall always maintain indemnity and/or liability insurance covering and protecting Directors and Officers against any and all liability or other obligation which may accrue to them as a consequence of their Directorship or Officer ship. This Insurance protection shall be maintained in such amounts and levels as the Board of Directors shall from time to time determine.
    1. Execution of Documents

The Board of Directors may from time to time appoint any Executive Director(s) or any person(s) on behalf of the BDFC, either to sign documents generally or to sign specific documents.

    1. Books and Records

The Board of Directors shall ensure that all necessary books and records of the BDFC required by the by-laws of the Club or by any applicable statute are regularly and properly maintained and any contracts or agreements are filed for safekeeping.

    1. Computation of Time

In computing the date when notice must be given under any provision of this By-Law requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice is included unless otherwise provided.

 

 

    1. Omissions and Errors The accidental omission to give notice of any meeting of the Board or Members or the non-receipt of any notice by any Director or member or by the auditor of the BDFC, or any error in any notice not affecting its substance does not invalidate any resolution passed or any proceedings taken at the meeting. Any Director, member or the auditor may at any time waive notice of any meeting and may ratify and approve any or all proceedings taken there at.
    1. Methods of giving notice.
      1. Whenever, under the provisions of this By-Law of the BDFC, notice is required to be given, such notice may be given using any combination of the following methods. Whenever possible, it is suggested that more than one method be used to ensure that all eligible persons receive notice.
        1. Posting of the notice on the BDFC website at least twenty-one (21) days prior to the date of the meeting.
        2. Posting of the notice on the BDFC Facebook page at least twenty-one (21) days prior to the date of the meeting.
        3. By electronic mail.
      2. Where notice of the meeting is published, handed out, posted on the website and/or electronically mailed to all persons on the membership list of the BDFC at the time the notice is given, it will be deemed to be received generally by the members of the BDFC.  The accidental omission to any member or the non-receipt of notice by any member shall not invalidate any resolution passed or any proceedings taken at the meeting.
    1. Policies and Procedures
      1. A Policy and Procedure Manual shall be maintained to guide in the day-to-day operations of the BDFC. Notwithstanding any other provision contained in this By-Law, the Board shall have the power to pass without any confirmation or ratification by the members of the Corporation all necessary policies and procedures they deem expedient related in any way to the operations of the BDFC, including but not limited to the conduct of its members, member teams and guests, provided such policies and procedures are not otherwise inconsistent with the Letters Patent of the Corporation or this By-Law.
      2. The BDFC Board of Directors shall always endeavor to follow the Policy and Procedure Manual to help in the decision-making process.
      3. Changes, additions, or removals of policies shall be decided upon by a two-thirds majority vote of the Board of Directors of the BDFC.
      4. The Policy and Procedure Manual shall be recorded and updated by the Vice-President - Business Operations and is available to all members of the BDFC for review upon written request to the Vice-President - Business Operations.
    1. Confidentiality - Every Director and Executive Director of the Board of the BDFC shall respect the confidentiality of matters brought before the Board of Directors for consideration. Any breach of confidentiality may be grounds for the dismissal of a Director. Confidential matters do not include any matters which are recorded in the minutes of Board of Directors meetings and available for the membership to view. In-camera proceedings ARE confidential and any disclosure of such to persons not in attendance at the proceedings is a breach of confidentiality and will be dealt with immediately upon discovery.
 

CONFLICT OF INTEREST

    1. Conflict of InterestAll Directors and Committee members must carry out their duties honestly, in good faith, and in the best interests of BDFC rather than in their own interests. There must be clear procedures for dealing with situations where there is, or appears to be, a conflict of interest.
    1. Types of Conflict of Interest
      1. A conflict of interest occurs when someone benefits personally in any way from a decision of BDFC. This covers conflicts of interest of Directors and Committee members. It also covers everyone in their households and their relatives. A conflict of interest can occur when someone in BDFC: makes or takes part in a decision affecting BDFC affairs, and has a financial or other interest in, or gets a benefit from, the result of that decision which the rest of BDFC members do not have, or which only a few other members have.
      2. Examples of conflict of interest are:
        1. BDFC signs a contract or votes to do business with a member of BDFC or a company in which they, their household members, or relatives, have a financial interest or any stock.
        2. BDFC member is involved personally in a disciplinary procedure where they made the complaint or where the board is disciplining a friend, relative, or assistant.
      3. This is not an exhaustive list. BDFC Board of Directors shall deal with any conflict or potential conflict on a case-by-case basis, according to merit.
 

EFFECTIVE DATE

This By-Law shall come into force without further formality upon its enactment after approval by the members of the BDFC as hereinbefore set out.

This foregoing By-Law is hereby enacted, ratified, sanctioned, confirmed and approved without variation by the affirmative vote of the members of the BDFC at a General Meeting of the Members of the BDFC duly called and held via Zoom in the City of Brantford, Ontario and at which a quorum was present on the 6th day of January 2022.

 

 

Jason Nagy                                                                  Deana Solomon

President                                                                      Vice President – Business Operations

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