Article 1 - Name

This society shall be named the Lethbridge Football Club, and shall hereafter be referred to as "Lethbridge FC" or "the Club".

Article 2 - Purpose

The object of the society is to promote, develop, and govern the game of soccer, and in particular to promote a high level of competitive soccer among persons of all ages.

Article 3 - Organization

The Club shall be composed of Members as hereinafter set out and it shall be managed by a Board of Directors constituted as prescribed in these By-Laws in affiliation with the Lethbridge Soccer Association.

Article 4 - Membership

(a) Active Membership

i. Any person eighteen (18) years of age and over actively participating in the development or operation of any one of the Club soccer teams, including players and parents of players on the teams, coaches and assistant coaches and managers of the teams, and any individual who competes regularly for a senior Lethbridge FC team who is eighteen years of age and over is eligible for Active Membership in the Club.

ii. The Board of Directors has the right to levy an Active Membership fee.

iii. Active Membership shall be for the period October 1^st to September 30^th annually.

iv. Any member may resign from the Club by letter directed to the Secretary of the Club stating the date that their resignation is to be effective. Such letter shall be presented at the next Board of Directors Meeting (BDM) and dealt with at that time.

v. Any member may be expelled for failure to uphold the By-laws of the Club including Appendix A.: Rules and Regulations, or for any action judged to be detrimental to the Club, but such expulsion shall not occur unless by majority vote of the Board of Directors at a regular or specially-called meeting.

(b) Honorary Lifetime Membership

i. Honorary Lifetime Memberships may be bestowed on worthy past members of the Club from time to time at the discretion of, and subject to a 2/3 majority vote of, the Board of Directors.

ii. Past members of the Club are eligible for Honorary Lifetime Membership 1 year after the lapse of their Active Membership.

iii. Nominations for Honorary Lifetime Membership can be made by any member of the Club in good standing as long as it is received in writing by the Secretary sixty (60) days before the Annual General Meeting.

Article 5 - Meetings

(a) General Meetings

i. The annual General Meeting (AGM) shall be held during November of each year, and notice of the AGM must be published as a display advertisement on a Saturday in the Lethbridge Herald, which must appear at least 30 days in advance of the meeting date, giving the location and time of said meeting.

ii. At all general meetings of the Club, including annual general and special general meetings, five (5) members who are on the Board of Directors and a minimum of ten (10) other members in good standing shall constitute a quorum for the transaction of business, provided either the President or the Vice President is present.

iii. At the Annual General Meeting (AGM), or at a Special General Meeting (SGM), all active members and lifetime members are entitled to one vote each.

iv. Special General Meetings of the Club may be called by the President at his or her discretion, by special resolution of ¾ of all members of the Board of Directors, or may be requested by fifty active members of the Club, such request to be in writing and directed to the President. In either event, the date, place, and purpose of such meeting shall be advertised 14 days prior to the set date of such meeting, on at least one occasion in the Lethbridge Herald. In such event, however, only the matters set forth in the notice for the Special General Meeting may be addressed at the said meeting.

v. At all general or special general meetings of the Club, attendees must sign-in and have their affiliation and membership in good standing confirmed by the Secretary or Treasurer to determine their eligibility to vote.

(b) Board of Directors Meetings

i. The Board of Directors shall meet as often as deemed necessary to carry on efficiently the business of the Club, provided that the Board shall hold at least six (6) meetings each membership year, notice of such meetings to be valid if provided by electronic mail to the address provided to the Board by each Director;

ii. At all board of Directors meetings of the Club, five (5) Directors of the Club shall constitute a quorum for the transaction of business, providing either the President or the Vice President is present.

iii. A Special Directors Meeting (SDM) may be called by the president at his or her discretion by written notification or facsimile or e-mail to the last known address or fax number of e-mail address given by each Board member, provided that such notification shall be given at least twenty-four (24) hours before the proposed Special Directors Meeting.

Article 6 - Operation of the Board of Directors

(a) The Business of the Club shall be conducted by the Board of Directors.

(b) The Board of Directors shall consist of:

1. President,

2. Past President,

3. Vice President

4. Secretary,

5. Treasurer,

6. Program Director,

7. Director of Public Relations,

8. Director of Outerwear/Equipment,

9. Director of Gaming,

10. Director of Tournaments,

11. Director of Sponsorship/Fundraising,

all of whom shall be elected to office at an Annual General Meeting of the Club.

(c) The Board of Directors shall strike a nominating committee at least one month before the Annual General Meeting of the Club to receive nominations for vacant positions on the Board of Directors. Nominations can also be proposed from the floor at the AGM.

(d) All of the persons elected to the Board of Directors shall be elected for a term of two (2) years, and one-half of the Board positions shall be elected each year. The President, Secretary, Program Director, Director of Outerwear/Equipment and Director of Tournaments shall be elected in even numbered years, with the balance of the board elected in odd numbered years.

(e) Each Director has one vote in matters concerning the business of the Club.

(f) The President shall chair all Board and General meetings at which he or she is present. In the absence of the President, this responsibility shall fall to the Vice President.

(g) The Past President, if in good standing, may sit as a full member of the Board of Directors, without voting privileges.

(h) Any member of the Board of Directors absenting himself or herself from any four Board meetings of the Club in any single year, without notifying the President or the Secretary, shall be deemed to have automatically resigned and the Board of Directors shall have the power to appoint a replacement.

(i) Should a vacancy occur on the Board of Directors between elections, either by resignation or otherwise, the remaining members of the Board shall have the power to fill such a vacancy. The newly appointed Director(s) shall then finish out the balance of the term which would normally have been served by the Director they replaced.

(j) In order to avoid potential conflicts of interest, Head Coaches cannot hold any voting or non-voting position on the Board of Directors.

Article 7 - Duties of the Directors

(a) President

i. The President shall preside at all meetings of the Club and shall cast a tie-breaking vote only.

ii. The President shall be an ex-officio member of all committees.

iii. The President or his/her designate shall be the official representative of the Club in all dealings with other clubs, agencies, organizations, and different levels of government.

iv. The President shall ensure that all resolutions or motions passed by the membership at large and by the Board of Directors are carried out.

v. In emergency situations when there is not enough time to call a Special Directors Meeting, the President has the power to act on behalf of the club without the consent of the Board of Directors.

vi. The President shall report club business at scheduled LSA Board of Directors meetings.

(b) Past-President

i. The Past-President shall sit in an advisory capacity and shall provide such advice and assistance to the Board as may be requested from time to time;

(c) Vice-President

i. It shall be the duty of the Vice-President to assist the president in the performance of his/her duties.

ii. The Vice president shall monitor compliance of the teams with the Appendix A: Rules and Regulations.

iii. The Vice President shall act as liaison with the team managers and have other duties as prescribed by the board of Directors.

(d) Secretary

i. The Secretary is responsible for recording the minutes of all meetings of the Club unless specifically otherwise instructed by the President.

ii. In the absence of the Secretary another Board member may be appointed to act as Secretary for that meeting only.

iii. It is the Secretary's responsibility to ensure that the minutes are kept up to date and are circulated to all Board members within (14) days following a Board meeting.

iv. The Secretary even if not re-elected, is responsible to record and circulate the AGM minutes to the Board within fourteen (14) days also.

v. The Secretary and the President are authorized to use the seal of the society as required.

vi. The Secretary, co-operating with the President, shall be responsible for ensuring that all correspondence of the Club, both incoming and outgoing, is properly filed and properly answered when it is required.

vii. The Secretary, co-operating with the President, shall compile the agenda for all meetings of the Club.

(e) Treasurer

i. The Treasurer shall be responsible for carrying out the financial affairs and keeping the financial records of the Club in order.

ii. The Treasurer shall ensure that the annual audit of the Club's financial affairs and records is carried out, and submit the completed audit to Corporate Registry.

iii. The Treasurer shall pay any necessary affiliation fees for the Club.

iv. The Treasurer shall be responsible for, and keep an account of, all expenditures and disbursements, revenues and receipts, and file all bills, receipts and vouchers of the Club.

v. The Treasurer shall sign all cheques drawn by the Club together with either the President, the Vice-President, or the Secretary as co-signed.

vi. The Treasurer shall be bonded.

vii. The Treasurer shall be responsible for submitting a projected budget for the upcoming fiscal year for approval of the Board of Directors prior to the AGM.

(f) Program Director

i. The Program Director shall be responsible for overseeing the ongoing operations of the Club with reference to the game of soccer at all its levels.

ii. The Program Director in collaboration with the LSA District Head Coach shall monitor coaching within the Club.

(g) Director of Public Relations

1. The Director of Public Relations will co-ordinate all promotional activities of the Club and will facilitate all media contact.

(h) Director of Outerwear/Equipment

i. The Director of Outerwear/Equipment shall coordinate acquisition of all equipment and outwear and shall be responsible for enforcement of all specifications for same as directed by the Board or as set out in the Rules and Regulations of the Club;

(i) Director of Gaming

i. The Director of Gaming shall coordinate all gaming activities of the club, including Bingos, Casinos and other fund raising activity governed by Alberta Gaming Regulations;

(j) Director of Tournaments

i. The Director of Tournaments shall be responsible to implement and coordinate any tournaments hosted by the club, and in collaboration with the LSA District Head Coach shall also direct involvement in all tournaments attended by Club Teams;

(k) Director of Sponsorship/Fundraising

i. The Director of Sponsorship/Fundraising shall advise the Board on recommendations regarding attaining fundraising goals, and be responsible for the coordination of all fundraising events as directed by the Board, including the acquisition of Club Sponsors on such terms as may be directed by the Board from time to time;

Article 8 - Powers of the Board of Directors

(a) The Board of Directors shall have complete control over the policy, finances, and general affairs of the Club, and shall assume any obligations, make any expenditure, and put into effect any such measures as it may consider necessary in the best interests of the Club in accordance with the annual budget approved by the Board.

(b) The Board of Directors shall have the power to enact and enforce Rules and Regulations by simple majority vote from time to time as it sees fit, attached hereto as Appendix A to these By-Laws.

(c) The Board of Directors shall have the power to enter into arrangements as to matters of business, duties, management, or other matters as it sees fit, so far as it is not herein expressly forbidden.

(d) Neither the elected nor the appointed Directors shall be entitled to any remuneration.

Article 9 - Borrowing Powers of the Club

(a) The Board of Directors may, with the approval of a majority of the members present at an AGM or SGM of the Club, borrow funds for the benefit and further development of the Club.

Article 10 - Financial Policy

(a) The books and financial records of the Club shall be audited annually before the AGM by an independent auditor appointed by the Board.

(b) Every member of the Club has the right to examine the books provided there is a legitimate reason and due notice (72 hours) is given to the Treasurer. Such examination of the books must take place in the presence of a third person agreeable to both the examiner and the Treasurer.

Article 11 - Conduct of Affairs of Club

(a) All meetings of the Club will be conducted in accordance with Robert's Rules of Order.

(b) All documents, including contracts or cheques, required to be executed on behalf of the club shall be signed by at least two directors, one of which shall be the President, Vice President, Secretary or Treasurer;

Article 12 - Laws of the Game

(a) The Club shall support and maintain the principles of the Laws of the Game as established by the International Football Association Board and recognized by F.I.F.A., except as provided herein to accommodate regional difference in age or climatic conditions.

(b) Changes in the Laws of the Game shall come into effect for Lethbridge FC teams immediately following their adoption nationally.

Article 13 - Changes to the By-Laws

(a) All proposed amendments to these By-Laws shall be by Special Resolution forwarded in writing to the Secretary of the Club no later than 21 days prior to the AGM and SGM called for that specific purpose.

(b) Special Resolutions to amend the By-Laws shall require a three-quarters (3/4) majority vote of the members in good standing present at the general meeting of the Club referred to in 14 (a).

(c) Following the adoption of any By-Law amendment(s) the Club must notify the registrar or the amendment(s) within sixty (60) days following the meeting at which it (they) was (were) passed.

(d) The By-Laws of the Club shall not be rescinded, altered, or added to except by Special Resolution of the Club.

Article 14 - Liquidation and Dissolution of the Club

(a) Upon the dissolution of the Club, and after the payment of all debts and obligations of the Club, the remaining assets of the Club shall be distributed among similar non-profit amateur sports clubs within the City of Lethbridge.

Article 15 - Protection and Indemnity of Directors

(a) Each Director and Officer holds office with protection from the Club. The Club indemnifies each Director and Officer against all costs or charges that result from any act done in his role for the Club. The Club does not protect any Director or Officer for acts of fraud, dishonesty or bad faith.

(b) No Director or Officer is liable for the acts of any other Director or Officer. No Director or Officer is responsible for any loss or damage due to bankruptcy, insolvency, or wrongful act of any other person, firm or corporation dealing with the Club. No Director or Officer is liable for any loss due to an oversight or error in judgment, or by an act in his role for the Club, unless for acts of fraud, dishonesty or bad faith.

(c) Directors or Officers can rely on the accuracy of any statement or report prepared by the appointed independent qualified financial reviewer. Directors or Officers are not held liable for any loss or damage as a result of acting on that statement or report.