Football Newfoundland and Labrador
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Constitution and Bylaws

Article 1 - Identification

Section 1.01            Name

The name of this non-profit organization shall be the Football Newfoundland and Labrador, hereinafter referred to as FNL. FNL is the provincial football (tackle/touch/flag) body recognized by the Provincial Government and Football Canada.

Section 1.02            Registered Office/Representative

The address of the registered office of FNL and the mailing address is, 3 Elgin Drive, Paradise, NL A1L 1G5 . The name of the registered representative at this address shall be that of the current serving President.

Section 1.03            Fiscal Year

The fiscal year shall begin on the first day of January of each calendar year and end on the last day of December in that same calendar year.

Section 1.04            Legislation

FNL shall recognize the following legislative authorities:

  1. The Interpretation Act, chapter I-19 of the revised statutes of Newfoundland, 1990, shall mutatis

mutandis apply to the interpretation of these articles except where there is a conflict between it and the Corporations Act, R.S.N., 1990, chapter C-36., in which the latter shall prevail;

  1. The provisions of Part XXI Corporations without share capital of the Corporations Act shall apply

to these articles.


Article 2 – Objectives

Section 2.01            Objectives

The purpose of FNL shall be:

  1. To provide an environment that supports the growth and development of contact (tackle) and non-contact (Flag & Touch) football throughout Newfoundland and Labrador through the creation of regional co-ed, youth football programs;
  2. To manage and operate FNL and all of its regional youth leagues in a non-profit manner;
  3. To provide Provincial oversight to affiliate leagues providing adult football programs in the Province;
  4. To develop football athletes, coaches, and referees throughout the Province through the creation of a Long Term Athlete Development plan; and
  5. To establish policies and procedures for the administration of football in the Province;


Article 3 - Membership

Section 3.01            Members

Membership shall be comprised of:

  1. Any registered participant in a FNL run program;
  2. Any affiliate league that is associated with FNL; and
  3. Any FNL registered coach or official or volunteer.

Section 3.02            Registry of Members

FNL shall maintain a Registry of Members that shall include the name, mailing address, email address, telephone number for the registrant or recognized guardian (members under the age of 18).

Section 3.03            Rights and Obligations

Each member of FNL:

  1. Shall have the right to attend all general meetings of FNL. Members under 16 years of age (on the date of the meeting) will be represented by a parent or guardian;
  2. Shall be eligible to hold any office of the FNL if they have are over the age of 19; any designated parent/guardian of a member shall be eligible to hold any office of the FNL; and
  3. Shall be obligated to uphold the constitution, comply with the by-laws, and the policies and procedures of the FNL.


Section 3.04            Membership Dues

All residents of the Province of Newfoundland and Labrador are eligible for membership in FNL provided that he or she upholds the Objectives of FNL, completes the appropriate membership form and pays the annual fee as determined from time to time by FNL. Failure to perform all three of these requirements will result in the member ceasing to qualify for membership in FNL.

Article 4 – Fees

Section 4.01            Fees

The fee for membership in FNL shall be determined by the Board of Directors and confirmed by a majority vote of the voting representatives at the Annual General Meeting.
The fee for members of FNL shall be due and payable in full prior to the commencement of the playing season for which the member has registered. FNL may establish specific deadlines for the payment of membership fees for each level of play.
 

Article 5 – Meetings of Members

Section 5.01            Annual General Meeting

An Annual General Meeting of the members of FNL shall be held in the first quarter of each year, at a place and date determined by the Board of Directors.

Section 5.02            Notice of Meetings

Notice of meetings will be published and/or distributed by way of but not limited to the FNL website, social media, and email. The notice shall include the place, day, and time of the meeting, and in case of a special meeting, the purpose of said meeting. The notice should be published and/or distributed within 30 days of the meeting date, including a preliminary agenda.

Section 5.03            Order of Business at Annual General Meeting

The order of business at an Annual General Meeting:

  1. Call to Order;
  2. Roll Call of Voters;
  3. Minutes of preceding Annual General Meeting;
  4. President’s Report;
  5. Treasurer’s Report (financial statements, budget, auditors report);
  6. Director/Other Reports (as applicable);
  7. Amendments to By-Laws;
  8. Amendments to Policies and Procedures;
  9. Annual Fees;
  10. Unfinished Business;
  11. Election of Directors and Officers;
  12. Applications for new membership;
  13. New Business;
  14. and Next Annual General Meeting

 
All other business transacted at the Annual General Meeting shall be deemed to be special business.

Section 5.04            Quorum

A quorum shall be obtained with greater than 50% of the eligible voting members available in attendance.
No business shall be transacted at any Annual General Meeting unless a quorum of voting members are present at the commencement of such business.

Section 5.05            Meeting Chair

The President of FNL shall preside as the Chairman at any General Meeting. If there is no President or if at any meeting he or she is not present, the Vice-President – Finance & Administration, shall preside as Chairman.
The Chairman shall have no vote at the General Meeting except in the case of an equality of votes. In the case of an equality of votes, he or she shall have a casting vote.

Section 5.06            Special Meetings

Special meetings of the members of FNL may be called the President, Board or Directors, or by petition signed by not less than 50% of eligible voting members.
All members shall receive 30 days notice of the place, day, and time of the Special General Meeting.
Only the business set out in the notice of the Special General Meeting shall be dealt with at the meeting.

Section 5.7               Proxies

A member may vote by proxy executed in writing by the member. Such proxy must be delivered to the Vice President – Communications and Marketing prior to the meeting and shall be valid only for the meeting named therein.

Section 5.7               Votes

Unless a special resolution is required, a simple majority of the voting members present at the General Meeting in favour of a resolution is required to pass a resolution. 

A special resolution requires the approval of seventy-five percent (75%) of the voting members present at the General Meeting for the resolution to pass.
Members of the Board of Directors shall have one (1) vote at all General Meetings, except for the President, who shall have a casting vote only in the case of equality of votes. 

Each approved and registered membership association shall be entitled to a quantity of votes based on the number of unqiue registrations (Athlete A does not count for multiple registrants if they participated in multiple sessions with registration) in the calendar year. Voting weights are determined as follows:

  • 1-50 Athletes - 1 Vote
  • 51-100 Athletes - 2 Votes
  • 101-150 Athletes - 3 Votes
  • 151-250 Athletes - 4 Votes
  • 251+ Athletes - 5 Votes


Validation of association membership list and approval of alloted votes shall be performed by the VP-Finance and Administration, no later than 1 week prior to the date of the General Meeting. 

The designated voting representative shall be agreed upon by the association prior to the meeting and identified during role call of the General Meeting and documented. 

All non-voting members of FNL in attendance at a General Meeting are invited to speak, but shall not be entitled to vote.


Article 6 – Board of Directors

Section 6.01            FNL Business

The business and affairs of FNL shall be managed in accordance with these by-laws by the Board of Directors, which shall be comprised of Officers and Directors.

Section 6.02            Officers

There shall be seven Officers:

  1. President;
  2. Vice President – Finance & Administration
  3. Vice President – Sport Development
  4. Vice President – League Development
  5. Vice President – High Performance
  6. Vice President – Marketing & Communication
  7. Officer At Large

Each of the above Officers shall be a member of the Board of Directors.

Section 6.03            Regional Directors

There shall be up to six Directors:

  1. Avalon
  2. Western NL
  3. Labrador West
  4. Labrador East
  5. Central
  6. Southern

 
Regions shall be determined by regional boundaries. Positions will only be filled where an Association has been approved for membership by FNL. Upon approval of an Association in a previously unoccupied region, an election shall be held to appoint a Director.

Section 6.04            Election Eligibility

Any member shall be eligible to hold any office of the FNL if they have are over the age of 19; if not, any designated parent/guardian of a member shall be eligible to hold any office.

Section 6.05            Tenure and Election

Officers shall be elected by majority vote at the Annual General Meeting, for a two-year term, in accordance with the following schedule:

  1. in odd-numbered years:
    1. President 
    2. Vice-President – Sport Development
    3. Vice-President – Marketing & Communication
    4. Vice – President – League Development
  2. in even-numbered years:
    1. Vice-President – Finance & Administration
    2. Vice-President – High Performance
    3. Officer at Large

 
Any member may nominate another member to be one of the Officers of FNL and such nomination must take place at the Annual General Meeting.
Directors shall be elected by majority vote at the Annual General Meeting, for a two year term. At present, they will be elected in even-numbered years. However, once more than four or more regions have member Associations, the Board will stagger the positions through random draw and an interim Director shall be named.

Section 6.06            Executive Committee

The Executive Committee consists of the seven Officers of FNL.
During the intervals between meetings of the Board of Directors, the Executive Committee shall possess and may exercise all the powers of the Board in the direction of the affairs of FNL, save and except only such acts as must by law be performed by the Board of Directors.
The Executive Committee shall meet at least six times per fiscal year at a time and place as determined by the President, with the first one taking place within a month of the Annual General Meeting.

Section 6.07            Duties of Officers and Directors

The Duties of the Officers and Directors shall include, but are not limited to the following:

  1. The President shall be the Chairman of all meetings of FNL and of the Board of Directors and Executive Committee. The President shall have a casting vote at all meetings of the Boards of Directors and of the Executive Committee in the case of equality of votes. The Vice President – Finance and Administration shall act in the absence of the President.
  2. The Vice President – Finance and Administration shall be responsible for the fiscal and corporate affairs of FNL and shall have other duties as prescribed.
  3. The Vice President – Sport Development shall represent and uphold the interest of sport development within the affairs of FNL dealing with coach, official and athlete development.
  4. The Vice President – League Development shall represent and uphold the interest of league development within the affairs of FNL dealing with development and management of all leagues under the mandate of FNL.
  5. The Vice President – High Performance shall represent and uphold the interest of high performance development within the affairs of FNL.
  6. The Vice President – Marketing and Communications shall represent and uphold the interest of marketing and communication within the affairs of FNL.
  7. The Member-at-Large shall represent and uphold the interests of FNL and the membership, and assist the Executive Committee with duties as required.
  8. The Regional Directors shall represent and uphold the interests of their region within FNL.
  9. All Officers and Directors shall abide by all policies and procedures established by FNL and shall sign an undertaking to do so.

Section 6.08            Powers of the Board of Directors

The Board of Directors shall be vested with the authority to direct the affairs of FNL.
The Board of Directors are hereby authorized from time to time:

  1. To borrow money upon the credit of FNL in such amounts and on such terms as may be deemed expedient by obtaining loans or advances or by way of overdraft or otherwise.
  2. To borrow, raise and secure the payment of money in such manner as it thinks fit and, with the sanction of a special resolution, issue debentures or mortgage its real property to secure the payment of money borrowed by it;
  3. To create committees;
  4. To hire and direct staff and employees;
  5. To delegate to such Officer(s) or Committees of FNL as the Directors may designate all or any of the foregoing powers to such extent and in such manner as the Directors may determine.

Section 6.09            Resignation/Removals

In the event that an Officer resigns his or her office or ceases to be a member of FNL, whereupon his or her office shall be vacated, the vacancy may be filled for the unexpired portion of the term by the appointment by the Board of Directors from among the members of FNL.
FNL may, by special resolution, remove any Officer before the expiration of the period of office and elect another person in his or her stead. The person so elected shall hold office during such time only as the Officer in whose place he or she is elected would have held office if he or she had not been removed.
The Board of Directors may suspend any member of FNL.

Section 6.10            Signing Authority

Contracts, documents or any instruments in writing requiring the signature of FNL, shall be signed by the any two of the President, Vice-President – Finance & Administration, or Vice-President - Marketing and Communication. 
All contracts, documents and instruments in writing so signed shall be binding upon FNL without any further authorization or formality.

Section 6.11            Documentation

The Board of Directors shall cause true accounts to be kept of all the receipts, credits, payments, assets and liabilities of FNL and all other matters necessary for showing the true state and condition of FNL, and the accounts shall be kept in such manner as the Board of Directors shall think fit and to the satisfaction of the Auditors. The books of account shall be kept at possession of the Vice-President - Finance and Administration and shall be open to the inspection of members of FNL.

Section 6.12            Remuneration

The Board of Directors and Committee members as such shall not receive any stated remuneration for their services, but may be entitled to reimbursement for expenses and a per diem allowance when attending events on behalf of FNL, as determined from time to time by the Board of Directors.

Section 6.13            Board of Director Meetings

The meetings of the Board of Directors shall be held not less than two (2) times annually. No business shall be transacted at any meeting of the Board of Directors unless at least one-third in number of the Directors are present at the commencement of the meeting.

Section 6.14            Quorum

At all Executive Committee Meetings, a majority of the Officers shall constitute a quorum.
At all Board of Directors’ meetings, a majority of the Directors shall constitute a quorum.

Section 6.15            Action Without A Meeting

Any action requiring a vote that may be taken at a meeting of the Directors may be taken without a meeting, provided all Directors have been given an opportunity to express an opinion and a clear majority of the Board of Directors have voted in favour of the action via email.

Section 6.16            Liability

No Director can be held individually responsible for the actions of the Board. The Board will carry Directors Liability Insurance.

Section 6.17            Vacancies

The office of an Officer shall be vacated if:

  1. He or she ceases to be a resident of the Province of Newfoundland and Labrador;
  2. He or she is absent from three (3) meetings of the Executive Committee or  two (2) meetings of the Board of Directors without special leave of absence from, or reason satisfactory to the Board of Directors;
  3. He or she has been removed from membership in FNL.

 
 Article 7 – Representatives and Committees

Section 7.01            Appointment by the Board

The Executive shall have the power to appoint committees and other temporary positions on the Board to oversee the operation of FNL. The chair of each committee shall be a non-voting member of the Board of Directors.

Section 7.02            Specific Committees

Committees may include, but are not limited to:

  • Finance Committee;
  • League Committee;
  • Sport Development Committee;
  • High Performance Committee;
  • Communications Committee; and
  • Disciplinary Committee

Section 7.03            Operation of Committees

Each Committee, once formed, shall propose policy and action agendas to the Board for approval. Once approved, these shall be used to guide the operations of the specific Committee. Committees may propose modifications to policy and/or agendas to the Board as necessary.

Section 7.04            Other Positions

The Board of Directors may appoint other positions which may be filled by members of the Executive, any other member of the Board of Directors, or a member with a specific skill set when one is not available from the Board of Directors, and include, but are not limited to:

Section 7.04(1)      Football Canada Liaison

The Football Canada Liaison shall be the President of FNL or designate (if President is unavailable) as confirmed by the Executive Committee. The Football Canada Liaison shall:

  • Be a member in good standing;
  • Act as a Liaison between FNL and Football Canada; and
  • Be responsible for collaboration and consultation with Football Canada on various issues.

Section 7.04(2)      Past President

The Past-President is a non-voting, advisory role intended to ensure there is always some continuity between the previous board and the newly elected board. The Past-President is intended to serve in this role for one voting cycle. The Past-President would be invited to all meetings of the Board of Directors. Invites to other meetings would be at the discretion of the chair of that meeting.

Article 8 – Financial Accounts

Section 8.01            Bank Account

The FNL Board of Directors will designate a local financial institution as the depository of all FNL funds.

Section 8.02            Authorization

The release of funds from the FNL bank account shall require two officers’ signatures. The three officers authorized to sign cheques are the President, Vice President - Finance and Administration, and Vice President - Marketing and Communication.

Section 8.03            Release of Funds

Requests for funds shall be submitted in writing to an officer of the Board. All non-budgeted disbursements of funds shall be approved by a quorum of the Board of Directors.

Article 9 – Amendments

Section 9.01            Amendments

All proposed amendments to these By-Laws must be received by FNL in writing not less than twenty five (25) days prior to a General Meeting.
Copies of proposed amendments to these By-Laws shall be posted on the FNL website, not less than twenty (20) days prior to the General Meeting at which they are to be considered.

Amendments must be passed by special resolution at the General Meeting.
No by-law or amendment to a by-law shall take effect until approved in the minutes.

Section 9.02            Official Record

The official copy of these Bylaws will be kept in paper format by the Vice-President: Finance and Administration. A public copy will be made available on the FNL website.

Article 10 – Other Regulations

Section 10.01          Policies

FNL may make such Policies and Procedures as may be deemed necessary to promote, develop and govern the game of football and provide further Direction to the Board of Directors within the rules of this Constitution and Bylaws.
FNL may make such other regulatory measures as it deems necessary for the efficient administration of the game of football in the Province of Newfoundland and Labrador.
The Policies and Procedures shall be presented to the membership at the general meetings, and posted on the official FNL website.

Section 10.02          Physical Custody

Preparation of minutes, custody of the books and records, and custody of the minutes of all meetings of FNL, the Executive Committee and the Board of Directors, shall be the retained in a manner determined acceptable by the Board, and documented in additional Policies and Procedures. They may be inspected by any member upon reasonable notice.