Constitution and Bylaws of Football Newfoundland and Labrador (FNL)
Article I - Name, Registered Office, Fiscal Year, and Legislation
Section 1.01: Name
The name of this non-profit organization shall be 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 shall be the home address of the Treasurer . The name of the registered representative at this address shall be that of the current serving Treasurer.
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:
● The Interpretation Act, chapter 1-19 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.
● The provisions of Part XXI Corporations without share capital of the Corporations Act shall apply to these articles.
Article II - Mission
Section 2.01: Mission
The Mission of FNL shall be:
● 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 support of regional co-ed, youth and adult football programs;
●To manage and operate FNL in a non-profit manner;
● To provide Provincial oversight to affiliate leagues and member organizations offering football programs in the Province;
●To develop football athletes, coaches, and referees throughout the Province;
● To establish policies and procedures for the administration of football in the Province;
● To represent the Province as the Provincial Sporting Organization for football;
● To represent the Province as the official liaison and PSO towards Football Canada.
● To manage the selection and oversight of Provincial football teams representing the Province at regional and National events and championships.
Article III - Membership
Section 3.01: Member Organizations
Membership in FNL shall be open to organizations involved in the promotion and development of football within Newfoundland and Labrador. These may include clubs, academies, leagues, and other football-related organizations.
● Member organizations shall be recognized by FNL upon approval of their application and commitment of payment of annual dues, as prescribed by current annual fee structures.
● Member organizations are required to renew their membership on an annual basis
Section 3.02: Voting Rights
● Each member organization shall be entitled to a number of voting representatives reflective of their organization size, up to the limits and per capita allocations as specified below
●Each member organization shall assign delegate voters per the allocations specified below.
● A delegate voter shall have the ability to cast one vote, and not multiple eligible votes of the member organization, notwithstanding section 7.03 Vote Proxy provision..
● Individuals from member organizations with voting rights must be designated ten (10) days prior to the Annual General Meeting (AGM) or Special Meeting.
● The executive or Board of a member organization does not have a vote directly, but may be assigned as a delegate voter as defined above.
● Each FNL Board Member shall be assigned one (1) vote, separate from and in addition to any votes assigned to a member organization
3.03: Vote Allocations to Member Organizations
Allocations are assigned per the registration of unique individual athletes in a member organization's programs for the current calendar year. For clarity, a unique individual may be an athlete registered in one or more programs. Participation in multiple programs for a unique individual constitutes one (1) qualifying member for the purposes of vote allocations. Number of unique individual athletes <25 25-49 Number of eligible votes 2 4 50-99 100+ 6 8 A member organization will have a maximum of eight (8) votes.
Section 3.04: Non-Voting Members Definition of Non-Voting Members:
Non-voting members are individuals who do not have voting rights within the organization. Non-voting members are represented by their respective Member Organization and do not participate in organizational voting procedures directly, unless assigned as a voting delegate per section 3.02 and 3.03 by their respective member organization.
Categories of Non-Voting Members:
1. Legal Guardians of Athletes Under 18: The legal guardians of athletes under the age of 18 who participate in FNLMember Organization programs shall be considered non-voting members.
2. FNL or Member Organization Program Volunteers: This includes coaches, officials, board volunteers, and other program participants involved in FNL or a member organizations activities who do not serve in an official voting capacity. These individuals are considered non-voting members, and their representation is through the Member Organization to which they belong.
3. Athletes over the age of 18: This includes all athletes who participate in a football program offered by a member organization. Rights and Representation:
● Non-voting members may participate in FNL programs and events, receive information, and be involved in educational and developmental opportunities.
● Non-voting members are represented by their respective Member Organization in all voting matters, and their interests are to be considered by their Member Organization representatives. Attendance at Meetings:
● Non-voting members may attend the Annual General Meeting (AGM) or any Special Meetings held by FNL, but they shall not have voting rights at those meetings.
Article IV - Board of Directors
Section 4.01: 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 is hereby authorized from time to time, with a minimum of 50% approval from the Board:
● 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.
● 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.
● To create committees as it deems necessary or beneficial to fulfill the mission and purpose of FNL.
● To hire and direct staff and employees, as required to carry out the day-to-day operations of FNL.
● To delegate powers to such Committees of FNL as the Directors may designate, for the execution of specific tasks or responsibilities, to the extent and in the manner that the Directors may determine.
● Board members shall serve without compensation. However, reasonable expenses incurred in the course of carrying out their duties may be reimbursed as determined by the Board of Directors, with prior written approval by the Board.
Section 4.02: Signing Authority
Contracts, documents, or any instruments in writing requiring the signature of FNL shall be signed by any two of the President, Treasurer, or Secretary. All contracts, documents, and instruments in writing so signed shall be binding upon FNL without any further authorization or formality.
Section 4.03: 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 that:
● All Directors have been given an opportunity to express an opinion.
● A clear majority of the Board of Directors have voted in favor of the action via email or an approved online collaboration tool.
Section 4.04: Appointment by the Board
The Board shall have the power to appoint committees and other positions on the Board to oversee the operation of FNL, if required. To maintain a functional Board, if at any time less than five (5) Directors remain, regardless of their current position, the remaining Directors are entitled to appoint new Directors up to a total of five (5) active Board members. The Board shall have the authority to promote any existing or new board members to the positions of the Executive, to be held until the next scheduled AGM. Unfulfilled positions notwithstanding the above mentioned five (5) shall be left open until a subsequent AGM, or subject to the call for a Special Meeting to elect new members to the Board.
Section 4.05: Football Canada Liaison
The Football Canada Liaison shall be the President of FNL or their designate (if the President is unavailable), as confirmed by the Executive Committee. The Football Canada Liaison shall:
● Be a member in good standing of FNL.
● Act as a liaison between FNL and Football Canada.
● Be responsible for collaboration and consultation with Football Canada on various issues.
Section 4.06: Past President
The Past-President shall serve in a non-voting, advisory role, intended to ensure continuity between the previous board and the newly elected board. The Past-President shall:
● Serve in this role for one year.
● Be invited to all meetings of the Board of Directors.
Article V - Board Members and Elections
Section 5.01: Executive Directors and Directors at Large
The Board of Directors shall consist of:
Executive:
● President
● Treasurer
● Secretary
Directors:
● Up to seven (7) Members at Large
Section 5.02: Election and Term of Office
● Executive positions (President, Treasurer, Secretary) shall serve a term of two (2) years.
● Members at Large shall serve a term of one (1) year.
● No person may serve consecutive terms in the same Executive position. After completing a term in an Executive position, an individual must serve as a Member at Large before being eligible to serve in another Executive position again, unless promoted to an Executive position per section 4.04.
● Members at Large may serve an indefinite number of terms, subject to their re-election.
● Any person, regardless of membership status to FNL, is eligible to serve as Executive or Member at Large, unless that person was removed from membership with due cause, or excluded in the provisions below.
● Election of Board positions shall occur at the AGM, or at a Special Meeting, if required.
● Candidates for election to the Board shall be identified no later than two (2) weeks prior to AGM or Special Meeting.
● Floor nominations shall not be permitted at an AGM or Special Meeting.
● Candidates for election must not concurrently serve on a member organization’s Board or be a remunerated employee of a member organization, and are deemed ineligible if they hold any position on a member organization’s Board at time of nomination.
● Conversely, FNL Directors are ineligible to serve concurrently on a member organization’s Board
● Candidates for election must be nominated or volunteer for one named position on the board.
● Votes shall be held by secret ballot, with the current President and Treasurer acting as returning officers.
Section 5.03: Roles and Responsibilities of Executive Members
President
● Serve as the chief representative of FNL and ensure the overall direction of the organization.
● Preside over all meetings of the Board of Directors.
● Ensure that decisions of the Board are implemented.
● Act as the liaison between FNL and Football Canada.
● Oversee the performance of other Directors and provide support where needed.
Treasurer
●Oversee all financial matters of FNL, including budgeting, accounting, and financial reporting.
● Ensure that financial practices adhere to legal requirements and best practices.
● Work closely with the President to support operational requirements.
● Take on the President's duties in their absence.
Secretary
● Oversee the marketing, communication, and public relations efforts for FNL.
● Maintain the official FNL website and all social media channels.
● Handle public communication with media, sponsors, and the community.
● Maintain meeting minutes Member-at-Large
● Represent the interests of the general membership
● Support the needs of the Executive members in the operation of FNL and promotion of football within the Province
Article VI - Meetings
Section 6.01: Annual General Meeting (AGM)
The order of business at the Annual General Meeting shall be:
1. Call to Order;
2. Roll Call of Voters;
3. Minutes of preceding AGM;
4. President’s Report;
5. Treasurer’s Report (financial statements, budget, auditor’s 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;
12. Applications for new membership;
13. New Business;
14. Date of next AGM.
Section 6.02: Special Meetings
1. Calling Special Meetings
○ Special meetings may be called by no less than three (3) Board of Directors, or by no less than three (3) eligible voting delegates of a member organization in a written request to the current FNL Board of Directors
○The call for a Special Meeting must clearly state the business to be brought forward to the meeting.
2. Notice of Special Meetings
○ Notice of a special meeting must be given in writing to all FNL members and member organizations at least 20 days in advance, specifying the date, time, and location of the meeting, along with the agenda or purpose for which the meeting is being called.
○ Notice to membership may be delivered via email and/or social media and will be considered effective on the date of delivery.
3. Agenda and Purpose
○ Only business specified in the notice of the special meeting may be transacted at the meeting.
4. Voting
○ Voting at Special Meetings shall be conducted in the same manner as at regular meetings, as outlined in Section 3.02 of these bylaws.
Section 6.03: Regular Board Meetings
● The Board of Directors shall meet no less than four (4) times per year, to carry out the normal business and affairs of FNL.
● The primary objective of normal Board of Directors meetings is to provide effective governance, decision-making, and oversight for the organization. These meetings serve as a platform for discussing the strategic direction of the organization, addressing any operational or financial matters, and ensuring that the organization fulfills its mission and meets its objectives.
● Board meetings are intended to foster collaboration, transparency, and accountability among Board members while ensuring the organization’s continued success and sustainability.
Article VII - Quorum and Voting
Section 7.01: Quorum for AGM and Special Meetings
A quorum shall be obtained with greater than 50% of the eligible voting delegates available in attendance.
● No business shall be transacted at any Annual General Meeting or Special Meeting unless a quorum of voting delegates is present at the commencement of such business. Section 7.02: Quorum for Regular Board Meetings A quorum shall be obtained with greater than 50% of the current Board of Directors in attendance.
● No business shall be transacted at any regular board meeting unless a quorum of Directors is present at the commencement of such business.
Section 7.03: Proxies
A voting member, including a Board Director or delegated member organization delegate may vote by proxy executed in writing by the member. Such proxy must be delivered to the Secretary prior to the meeting and shall be valid only for the meeting named therein.
Article VIII - Resignation, Removals, and Vacancies
Section 8.01: Resignation/Removals
In the event that an Executive Director resigns or ceases to be a member of FNL, their office shall be vacated, and the vacancy may be filled for the unexpired portion of the term from among remaining Directors, or by appointment of new Directors to fulfill the Board roster up to five (5) total Directors, as per section 4.04. FNL may, by special resolution through a Special Meeting, vote to remove any Director before the expiration of their term.
Section 8.02: Vacancies
The office of a Director 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 Board of Directors without special leave of absence from, or reason satisfactory to the Board of Directors.
Article IX - Amendments
Section 9.01: Amendments
All proposed amendments to these By-Laws must be received by FNL in writing not less than thirty (30) days prior to a General or Special 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 or Special Meeting at which they are to be considered. Amendments must be passed by special resolution at the General or Special Meeting. No by-law or amendment to a by-law shall take effect until approved in the minutes.
Article X - 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 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 retained in a manner determined acceptable by the Board and documented in additional Policies and Procedures.
Section 10.02: Annual Fees Annual fees for member organizations will be determined each year based on the costs associated with Football Canada, insurance, coach training and other operational needs. Prior to the start of each year, and communicated within the preceding year’s AGM, the Board will review the budget and assess the financial requirements for the upcoming year. These fees will be communicated to member organizations before the start of the next fiscal year, ensuring transparency and providing adequate time for those organizations to set pricing for their own program offers. Adjustments to the fees may occur annually, depending on inflation, changes in expenses, or other factors impacting the financial sustainability of FNL.
Section 10.03: Financial Records FNL shall conduct an annual financial review or audit by an independent auditor, as determined by the Board of Directors. The financial statements and audit results will be made available to all member organizations upon request.
Section 10.04: Conflicts of Interest Directors, Officers, and Members shall disclose any personal, financial, or other interests that may conflict with their duties to FNL. Any individual with a conflict of interest shall recuse themselves from voting or decision-making on the matter.
Section 10.05: Indemnification of Directors FNL shall indemnify and hold harmless its Directors, Officers, and volunteers from personal liability in connection with any lawful actions undertaken in good faith on behalf of the organization, except in cases of willful misconduct or gross negligence. FNL will carry active Directors and Officers Insurance.
Section 10.06: Code of Conduct FNL shall establish and enforce a Code of Conduct for all members, coaches, players, and volunteers. Violations of the Code of Conduct may result in disciplinary action, up to and including suspension or termination of membership or participation, in accordance with the procedures outlined in the FNL Disciplinary Policy.
Section 10.07: Data Protection and Privacy FNL will adhere to all relevant data protection and privacy laws regarding the collection, storage, and use of personal information. Members' personal information will only be used for purposes directly related to FNL’s operations and will not be shared without consent Article XI - Official Record The official copy of these Bylaws will be kept in paper format by the Secretary. A public copy will be made available on the FNL website.
Article XII - Dissolution
In the event of dissolution of FNL, any remaining assets, after the settlement of all debts, shall be distributed to a non-profit organization with similar objectives, as determined by the Board of Directors at the time of dissolution.
Section 1.01: Name
The name of this non-profit organization shall be 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 shall be the home address of the Treasurer . The name of the registered representative at this address shall be that of the current serving Treasurer.
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:
● The Interpretation Act, chapter 1-19 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.
● The provisions of Part XXI Corporations without share capital of the Corporations Act shall apply to these articles.
Article II - Mission
Section 2.01: Mission
The Mission of FNL shall be:
● 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 support of regional co-ed, youth and adult football programs;
●To manage and operate FNL in a non-profit manner;
● To provide Provincial oversight to affiliate leagues and member organizations offering football programs in the Province;
●To develop football athletes, coaches, and referees throughout the Province;
● To establish policies and procedures for the administration of football in the Province;
● To represent the Province as the Provincial Sporting Organization for football;
● To represent the Province as the official liaison and PSO towards Football Canada.
● To manage the selection and oversight of Provincial football teams representing the Province at regional and National events and championships.
Article III - Membership
Section 3.01: Member Organizations
Membership in FNL shall be open to organizations involved in the promotion and development of football within Newfoundland and Labrador. These may include clubs, academies, leagues, and other football-related organizations.
● Member organizations shall be recognized by FNL upon approval of their application and commitment of payment of annual dues, as prescribed by current annual fee structures.
● Member organizations are required to renew their membership on an annual basis
Section 3.02: Voting Rights
● Each member organization shall be entitled to a number of voting representatives reflective of their organization size, up to the limits and per capita allocations as specified below
●Each member organization shall assign delegate voters per the allocations specified below.
● A delegate voter shall have the ability to cast one vote, and not multiple eligible votes of the member organization, notwithstanding section 7.03 Vote Proxy provision..
● Individuals from member organizations with voting rights must be designated ten (10) days prior to the Annual General Meeting (AGM) or Special Meeting.
● The executive or Board of a member organization does not have a vote directly, but may be assigned as a delegate voter as defined above.
● Each FNL Board Member shall be assigned one (1) vote, separate from and in addition to any votes assigned to a member organization
3.03: Vote Allocations to Member Organizations
Allocations are assigned per the registration of unique individual athletes in a member organization's programs for the current calendar year. For clarity, a unique individual may be an athlete registered in one or more programs. Participation in multiple programs for a unique individual constitutes one (1) qualifying member for the purposes of vote allocations. Number of unique individual athletes <25 25-49 Number of eligible votes 2 4 50-99 100+ 6 8 A member organization will have a maximum of eight (8) votes.
Section 3.04: Non-Voting Members Definition of Non-Voting Members:
Non-voting members are individuals who do not have voting rights within the organization. Non-voting members are represented by their respective Member Organization and do not participate in organizational voting procedures directly, unless assigned as a voting delegate per section 3.02 and 3.03 by their respective member organization.
Categories of Non-Voting Members:
1. Legal Guardians of Athletes Under 18: The legal guardians of athletes under the age of 18 who participate in FNLMember Organization programs shall be considered non-voting members.
2. FNL or Member Organization Program Volunteers: This includes coaches, officials, board volunteers, and other program participants involved in FNL or a member organizations activities who do not serve in an official voting capacity. These individuals are considered non-voting members, and their representation is through the Member Organization to which they belong.
3. Athletes over the age of 18: This includes all athletes who participate in a football program offered by a member organization. Rights and Representation:
● Non-voting members may participate in FNL programs and events, receive information, and be involved in educational and developmental opportunities.
● Non-voting members are represented by their respective Member Organization in all voting matters, and their interests are to be considered by their Member Organization representatives. Attendance at Meetings:
● Non-voting members may attend the Annual General Meeting (AGM) or any Special Meetings held by FNL, but they shall not have voting rights at those meetings.
Article IV - Board of Directors
Section 4.01: 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 is hereby authorized from time to time, with a minimum of 50% approval from the Board:
● 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.
● 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.
● To create committees as it deems necessary or beneficial to fulfill the mission and purpose of FNL.
● To hire and direct staff and employees, as required to carry out the day-to-day operations of FNL.
● To delegate powers to such Committees of FNL as the Directors may designate, for the execution of specific tasks or responsibilities, to the extent and in the manner that the Directors may determine.
● Board members shall serve without compensation. However, reasonable expenses incurred in the course of carrying out their duties may be reimbursed as determined by the Board of Directors, with prior written approval by the Board.
Section 4.02: Signing Authority
Contracts, documents, or any instruments in writing requiring the signature of FNL shall be signed by any two of the President, Treasurer, or Secretary. All contracts, documents, and instruments in writing so signed shall be binding upon FNL without any further authorization or formality.
Section 4.03: 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 that:
● All Directors have been given an opportunity to express an opinion.
● A clear majority of the Board of Directors have voted in favor of the action via email or an approved online collaboration tool.
Section 4.04: Appointment by the Board
The Board shall have the power to appoint committees and other positions on the Board to oversee the operation of FNL, if required. To maintain a functional Board, if at any time less than five (5) Directors remain, regardless of their current position, the remaining Directors are entitled to appoint new Directors up to a total of five (5) active Board members. The Board shall have the authority to promote any existing or new board members to the positions of the Executive, to be held until the next scheduled AGM. Unfulfilled positions notwithstanding the above mentioned five (5) shall be left open until a subsequent AGM, or subject to the call for a Special Meeting to elect new members to the Board.
Section 4.05: Football Canada Liaison
The Football Canada Liaison shall be the President of FNL or their designate (if the President is unavailable), as confirmed by the Executive Committee. The Football Canada Liaison shall:
● Be a member in good standing of FNL.
● Act as a liaison between FNL and Football Canada.
● Be responsible for collaboration and consultation with Football Canada on various issues.
Section 4.06: Past President
The Past-President shall serve in a non-voting, advisory role, intended to ensure continuity between the previous board and the newly elected board. The Past-President shall:
● Serve in this role for one year.
● Be invited to all meetings of the Board of Directors.
Article V - Board Members and Elections
Section 5.01: Executive Directors and Directors at Large
The Board of Directors shall consist of:
Executive:
● President
● Treasurer
● Secretary
Directors:
● Up to seven (7) Members at Large
Section 5.02: Election and Term of Office
● Executive positions (President, Treasurer, Secretary) shall serve a term of two (2) years.
● Members at Large shall serve a term of one (1) year.
● No person may serve consecutive terms in the same Executive position. After completing a term in an Executive position, an individual must serve as a Member at Large before being eligible to serve in another Executive position again, unless promoted to an Executive position per section 4.04.
● Members at Large may serve an indefinite number of terms, subject to their re-election.
● Any person, regardless of membership status to FNL, is eligible to serve as Executive or Member at Large, unless that person was removed from membership with due cause, or excluded in the provisions below.
● Election of Board positions shall occur at the AGM, or at a Special Meeting, if required.
● Candidates for election to the Board shall be identified no later than two (2) weeks prior to AGM or Special Meeting.
● Floor nominations shall not be permitted at an AGM or Special Meeting.
● Candidates for election must not concurrently serve on a member organization’s Board or be a remunerated employee of a member organization, and are deemed ineligible if they hold any position on a member organization’s Board at time of nomination.
● Conversely, FNL Directors are ineligible to serve concurrently on a member organization’s Board
● Candidates for election must be nominated or volunteer for one named position on the board.
● Votes shall be held by secret ballot, with the current President and Treasurer acting as returning officers.
Section 5.03: Roles and Responsibilities of Executive Members
President
● Serve as the chief representative of FNL and ensure the overall direction of the organization.
● Preside over all meetings of the Board of Directors.
● Ensure that decisions of the Board are implemented.
● Act as the liaison between FNL and Football Canada.
● Oversee the performance of other Directors and provide support where needed.
Treasurer
●Oversee all financial matters of FNL, including budgeting, accounting, and financial reporting.
● Ensure that financial practices adhere to legal requirements and best practices.
● Work closely with the President to support operational requirements.
● Take on the President's duties in their absence.
Secretary
● Oversee the marketing, communication, and public relations efforts for FNL.
● Maintain the official FNL website and all social media channels.
● Handle public communication with media, sponsors, and the community.
● Maintain meeting minutes Member-at-Large
● Represent the interests of the general membership
● Support the needs of the Executive members in the operation of FNL and promotion of football within the Province
Article VI - Meetings
Section 6.01: Annual General Meeting (AGM)
The order of business at the Annual General Meeting shall be:
1. Call to Order;
2. Roll Call of Voters;
3. Minutes of preceding AGM;
4. President’s Report;
5. Treasurer’s Report (financial statements, budget, auditor’s 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;
12. Applications for new membership;
13. New Business;
14. Date of next AGM.
Section 6.02: Special Meetings
1. Calling Special Meetings
○ Special meetings may be called by no less than three (3) Board of Directors, or by no less than three (3) eligible voting delegates of a member organization in a written request to the current FNL Board of Directors
○The call for a Special Meeting must clearly state the business to be brought forward to the meeting.
2. Notice of Special Meetings
○ Notice of a special meeting must be given in writing to all FNL members and member organizations at least 20 days in advance, specifying the date, time, and location of the meeting, along with the agenda or purpose for which the meeting is being called.
○ Notice to membership may be delivered via email and/or social media and will be considered effective on the date of delivery.
3. Agenda and Purpose
○ Only business specified in the notice of the special meeting may be transacted at the meeting.
4. Voting
○ Voting at Special Meetings shall be conducted in the same manner as at regular meetings, as outlined in Section 3.02 of these bylaws.
Section 6.03: Regular Board Meetings
● The Board of Directors shall meet no less than four (4) times per year, to carry out the normal business and affairs of FNL.
● The primary objective of normal Board of Directors meetings is to provide effective governance, decision-making, and oversight for the organization. These meetings serve as a platform for discussing the strategic direction of the organization, addressing any operational or financial matters, and ensuring that the organization fulfills its mission and meets its objectives.
● Board meetings are intended to foster collaboration, transparency, and accountability among Board members while ensuring the organization’s continued success and sustainability.
Article VII - Quorum and Voting
Section 7.01: Quorum for AGM and Special Meetings
A quorum shall be obtained with greater than 50% of the eligible voting delegates available in attendance.
● No business shall be transacted at any Annual General Meeting or Special Meeting unless a quorum of voting delegates is present at the commencement of such business. Section 7.02: Quorum for Regular Board Meetings A quorum shall be obtained with greater than 50% of the current Board of Directors in attendance.
● No business shall be transacted at any regular board meeting unless a quorum of Directors is present at the commencement of such business.
Section 7.03: Proxies
A voting member, including a Board Director or delegated member organization delegate may vote by proxy executed in writing by the member. Such proxy must be delivered to the Secretary prior to the meeting and shall be valid only for the meeting named therein.
Article VIII - Resignation, Removals, and Vacancies
Section 8.01: Resignation/Removals
In the event that an Executive Director resigns or ceases to be a member of FNL, their office shall be vacated, and the vacancy may be filled for the unexpired portion of the term from among remaining Directors, or by appointment of new Directors to fulfill the Board roster up to five (5) total Directors, as per section 4.04. FNL may, by special resolution through a Special Meeting, vote to remove any Director before the expiration of their term.
Section 8.02: Vacancies
The office of a Director 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 Board of Directors without special leave of absence from, or reason satisfactory to the Board of Directors.
Article IX - Amendments
Section 9.01: Amendments
All proposed amendments to these By-Laws must be received by FNL in writing not less than thirty (30) days prior to a General or Special 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 or Special Meeting at which they are to be considered. Amendments must be passed by special resolution at the General or Special Meeting. No by-law or amendment to a by-law shall take effect until approved in the minutes.
Article X - 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 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 retained in a manner determined acceptable by the Board and documented in additional Policies and Procedures.
Section 10.02: Annual Fees Annual fees for member organizations will be determined each year based on the costs associated with Football Canada, insurance, coach training and other operational needs. Prior to the start of each year, and communicated within the preceding year’s AGM, the Board will review the budget and assess the financial requirements for the upcoming year. These fees will be communicated to member organizations before the start of the next fiscal year, ensuring transparency and providing adequate time for those organizations to set pricing for their own program offers. Adjustments to the fees may occur annually, depending on inflation, changes in expenses, or other factors impacting the financial sustainability of FNL.
Section 10.03: Financial Records FNL shall conduct an annual financial review or audit by an independent auditor, as determined by the Board of Directors. The financial statements and audit results will be made available to all member organizations upon request.
Section 10.04: Conflicts of Interest Directors, Officers, and Members shall disclose any personal, financial, or other interests that may conflict with their duties to FNL. Any individual with a conflict of interest shall recuse themselves from voting or decision-making on the matter.
Section 10.05: Indemnification of Directors FNL shall indemnify and hold harmless its Directors, Officers, and volunteers from personal liability in connection with any lawful actions undertaken in good faith on behalf of the organization, except in cases of willful misconduct or gross negligence. FNL will carry active Directors and Officers Insurance.
Section 10.06: Code of Conduct FNL shall establish and enforce a Code of Conduct for all members, coaches, players, and volunteers. Violations of the Code of Conduct may result in disciplinary action, up to and including suspension or termination of membership or participation, in accordance with the procedures outlined in the FNL Disciplinary Policy.
Section 10.07: Data Protection and Privacy FNL will adhere to all relevant data protection and privacy laws regarding the collection, storage, and use of personal information. Members' personal information will only be used for purposes directly related to FNL’s operations and will not be shared without consent Article XI - Official Record The official copy of these Bylaws will be kept in paper format by the Secretary. A public copy will be made available on the FNL website.
Article XII - Dissolution
In the event of dissolution of FNL, any remaining assets, after the settlement of all debts, shall be distributed to a non-profit organization with similar objectives, as determined by the Board of Directors at the time of dissolution.