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Avalon Minor Football Inc.

St. John’s, NL


Constitution and By-laws (Adopted by the Membership on January 5, 2024)


Relating Generally to the Conduct of the Business and Affairs of Avalon Minor Football Inc.

Hereinafter called the “AMF”

(Amended March 2021)


Structure 

 AMF is a current association member of Football NL, who is a member of Sport NL.


Seal 

The seal of the AMF shall be such that the Board may from time to time adopt. The seal of AMF shall be under the control of the Board and the responsibility for its custody and use from time to time shall be as determined by the Board. 



ARTICLE I INTERPRETATION 

Section 1.01 Act 

All terms contained in the By-laws which are defined in the Act shall have the meaning assigned by the Act. 


Section 1.02 Defined Terms 

In the by-laws and all other by-laws of AMF unless the context otherwise requires: 

(a) “Act” means The Newfoundland and Labrador Corporations Act, Chapters and all the regulations made there under as amended from time to time and in the case of such amendment and reference in the by-laws shall be read as referring to the amended provision. 

(b) “Board” means the Board of Directors from time to time of AMF and shall only be made up of members of AMF elected to serve as Directors of AMF in accordance with the provisions of the By-laws. 

(c) “By-Laws” means the By-laws of AMF from time to time in force and effect as amended (d) “AMF” means Avalon Minor Football Inc.

(e) “Members” means the Board of Directors, coaches, players, officials, legal guardians and parents. See APPENDIX 2


Section 1.03 

The name of the corporation shall be Avalon Minor Football Inc. 


ARTICLE II MISSION AND OBJECTIVES 

Section 2.01 Mission 

To promote, develop and grow football for the enjoyment of all and support athletes in their pursuit of recreational and competitive excellence. 


Section 2.02 Objective 

The objectives of AMF shall be: 

  1. To publish and enforce a standard set of rules and regulations to serve as guidelines for all members of AMF; 
  2.  To represent AMF as current members of Football Newfoundland and Labrador; 
  3. To promote both Flag and Tackle programs.
  4. To promote, develop and direct competitive and recreational football programs for all abilities for ages (4)four-(17)seventeen within the scope of ability of available resources;
  5. To promote football as a healthy and safe sport and/or activity; 
  6. To do all such things that are or may be deemed to be incidental to or conducive to the attainment of the above objectives, and it is hereby declared that the intention is that the objects in each paragraph of this article shall be in addition to any and all powers conferred on the Corporation by the Newfoundland and Labrador Corporations act  and shall, except for otherwise expressed in these articles be in no way limited or restricted by reference to inference from the terms of any other paragraphs or the name of AMF.


AFFILIATION 

AMF is currently affiliated with Football Newfoundland and Labrador who is also affiliated with  Football Canada and shall be subject to the rules and regulations adopted by those bodies. 


ARTICLE III MEETING OF MEMBERS 

Section 3.01 Annual General Meeting 

The Annual General Meeting of members of AMF will be held each year in November at such place and time in the Province of Newfoundland and Labrador as is determined by the Board. 


The Annual General Meeting shall be called for the purpose of electing Directors and transacting such other business as may properly come before the meeting including, but not limited to, receiving the annual report of the directors and a financial statement setting out the income disbursements, assets, and liabilities for the last fiscal period of AMF and signed by AMF’s auditor/ treasurer.


Subject to the Act, the Annual General Meeting of the members of AMF shall be composed of only: 

  1. The Board of Directors 
  2. Coaches 
  3. Officials 
  4. Legal Guardians and Parents 


The order of business for all Annual General Meetings of AMF shall be: 

  • Call to order 
  • Verification of Credentials of delegates (including proxy recognition) 
  • Adoption of Agenda 
  • Minutes of previous meeting 
  • Business arising from previous minutes 
  • President’s Report 
  • Treasurer’s report 
  • Auditors report 
  • Reports of committee chairs ( player safety, coaching director, communication director)
  • Notices of Motion to accept reports as given
  • New business 
  • Election of Officers and Directors (Annual General meeting only) 
  • Adjournment 


Notice of the Annual General Meeting will be issued to members at least 30 days prior to the scheduled meeting.


Section 3.02 Special Meetings 

The Board may at any time call a Special meeting of the AMF to be held on such a day and at such time within the Province of Newfoundland and Labrador as the Board may determine. 


The President or any three (3) Directors of the Board may requisition the Board to call a meeting of members of AMF for the purposes stated in the requisition. The requisition shall state the business to be transacted at the meeting and shall be sent to each Director. Upon receipt of the requisition, the Board shall call a meeting of the Board of Directors of AMF to transact the business stated in the requisition. If the Board does not within fourteen (14) days after receiving the requisition call a meeting, any of the above eligible persons or groups who signed the requisition may call the meeting. 


Section 3.03 Notice 

A printed, email written or typewritten notice stating the day, hour and place of meeting and the general nature of the business to be transacted there at shall be sent to each Member of the Board of Directors not less than fourteen (14) days and not more than fifty (50) days before the date of every AGM and/or special meeting of AMF; 


Section 3.04 Omission of Notice 

The accidental omission to give notice of any meeting of the Board of Directors of AMF or to the non-receipt of any notice by any person shall not invalidate any resolution passed or any proceeding taken at any such meeting. 


Section 3.05 Chairperson of the Meeting 

The President will Chair meetings, in the absence of the President, the Board of Directors shall select another Director as chairperson of the meeting. 


Section 3.06 Votes 

Votes at a meeting of the Board of Directors shall be given personally, or by teleconference. Every question submitted to any meeting of the Board of Directors shall be decided on by a show of hands, except when a ballot is requested by a member of the Board of Directors. A member of the Board of Directors or its designated member entitled to vote may demand a ballot either before or on the declaration of the result of any vote by show of hands. In the case of an equality of votes, the chairperson of the meeting shall either, on show of hands or on a ballot, have a second or casting vote in addition to the vote to which he or she may be entitled as a member of the Board. At any meeting, unless a ballot is demanded by a Board member or its designate entitled to a vote at the meeting, either before or after any vote by a show of hands, a declaration by the chairperson of the meeting that a resolution has been carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favor of or against the resolution. 


Section 3.07 Right to Vote 

Right to Vote at AGM/Special Meetings

At annual general meetings, all active members of AMF, who have reached the age of majority duly registered to vote on the records of the AMF shall be entitled to one (1) vote in person at any Annual General Meeting. When holding multiple positions or having multiple children involved in AMF programs who are under the age of majority, the family representative is limited to one vote. 


A proxy can be made only by directors who are not available for the meeting due to commitments preventing them from attending the Annual General Meeting in person. Proxy votes will be accepted up to 24 hours prior to the meeting and will not be accepted at any time that is less than 24 hours prior to the meeting.  


In the event of a tie for any election, the proxy votes will no longer be considered.   


Right to Vote at Board Meetings 

Only those members elected to the Board of Directors at an annual general meeting, or appointed by the board shall be eligible to vote at regular Board. 


Section 3.08 Proxy vote 

Votes by proxy shall be accepted provided that a minimum of 24 hours written notice has been given to the Secretary of the board. The proxy must be submitted by the directors in accordance with section 3.07.   


Section 3.09 Quorum 

A quorum for the transaction of business at any meeting of the Board of Directors shall consist of a quorum of the Board of Directors (Fifty percent plus 1). No business shall be transacted at any Board of Directors meeting unless a quorum is present at the commencement of such meeting. 


A quorum for the transaction of business at any meeting of the members (AGM and special meetings only) shall consist of a quorum of the Board of Directors (Fifty percent plus 1), at least 10 members outside the Board of Directors and in good standing. No business shall be transacted at any meeting unless a quorum is present at the commencement of such meeting.


Section 3.10 Resolution in Lieu of Meeting 

A resolution in writing signed by all members entitled to vote on that resolution or signed in counterpart by all such Board members is as valid as if it had been passed at a meeting of the Board of Directors of the League and shall be held to relate back to and effective as of the date stated therein. 


ARTICLE IV BOARD OF DIRECTORS 

Section 4.01 General 

The business and affairs of AMF shall be managed by the Board of Directors of the AMF who may exercise all such powers and do all such acts and things as may be exercised or done by AMF in the best interest of AMF and its members.


Board of Director responsibilities include, but is not limited to, the following:

  • Regular reviewing and developing of governance policies as needed;
  • Routinely review and revise Bylaws, presenting any necessary changes to the membership with due notice; provide interpretation of Bylaws and procedures during Board meetings; and,
  • Participating actively in Board meetings, and/or any special meetings called by Board members or members at large. 


Section 4.02 Composition

The Board is elected by members and must be comprised of the ‘Executive Committee’ which includes:

  • President;
  • Secretary; and,
  • Treasurer. 


To be eligible for nomination as an officer of AMF for the positions of President, Secretary or Treasurer, candidates must meet the requirements of section 13.01.    


The officers of AMF shall retire from office in alternating years: 


  1. President, Secretary and three Directors in odd years, and 
  2.  Treasurer and four Directors in even years. 


The other non-elected Board position is: 

  • Past President that will act for a 1 year term to support and mentor the incoming President (The Past President shall be an ex-officio (non-voting) member of the Board of Directors).


Section 4.03 Obligations 

  1. a) To be accountable and transparent to the members of AMF
  2. b) To implement and monitor Policies and Procedures, regularly review finances and exercise good judgment regarding the general affairs of AMF. 
  3. c) To establish Policies and Procedures relative to matters of business, management and regulations not already herein expressed. 
  4. d) To deal with protests and appeals and cases of discipline of any nature whatsoever arising out of activity under AMF’S jurisdiction. 


Section 4.04 Vacancies 

A quorum of the active Board may fill a vacancy among the Directors. If the number of Directors is not sufficient to meet the required six (6) Directors then in office, they shall call a special meeting of members to fill the vacancy, and if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any member of the Board of Directors. A Director appointed or elected to fill a vacancy holds office for the expired term of his or her predecessor. 


The Board shall not conduct business if its composition falls below four (4) except for the business of filling vacancies and meeting financial obligations 


Section 4.05 Additional Directors 

The Board shall have the power to appoint any other person or persons to be a Director or Directors as an addition or additions to the Board, but so that the total number of Directors shall not at any time exceed the maximum herein before prescribed and Directors so appointed shall hold office until the close of the next Annual General Meeting or until his or her successor has been duly elected or appointed and then shall be eligible for re-election. 


Section 4.06 Duties 

Every Director of AMF in exercising his or her powers and discharging his or her duties shall: 

  1. Act honestly and in good faith with a view to the best interests of AMF; and 
  2. Exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances 


Directors may assist, as needed, in the day-to-day operations of AMF and are responsible for governance of mission, vision and values.  The board is responsible for the public image of the organization, policy development and maintenance and assessment and alleviation of Risk(s).


Section 4.07 Qualification 

A Director shall be a member of AMF. With the exception of the Treasurer they may need not be a member if they hold a certificate/degree in accounting.


Section 4.08 Election and Term of Office 

The Officers of AMF (President, Secretary and Treasurer) shall hold office for two consecutive years.  At the AGM, the officers of AMF, for the time being shall retire from office, but shall be eligible for re-election if otherwise qualified.    The officers shall retire from office in alternating years: 

  1. President and Secretary in odd years; and,
  2.  Treasurer in even years.


Directors at Large shall hold office for two consecutive years until the close of the next Annual General Meeting in which their term expires.   At the Annual General Meeting, Directors at Large whose terms have expired, for the time being shall retire from office, but shall be eligible for re-election if otherwise qualified.   Three Directors shall retire in alternating years to allow for continuity of the Board of Directors.


Nominations for positions on the Board of directors can be made from the time the notice of AGM is given. Nominations from the floor are permitted. 


If a meeting of full members fails to elect the number of the minimum number of Directors required by the by-laws by reason of disqualification or death of a candidate, the Directors elected at that meeting may exercise all the powers of the Directors as if the numbers of Directors so elected constitutes a quorum until such time as the appropriate number of Directors have been elected or appointed in the manner contemplated by the provisions thereof. 


Section 4.09 Consent to Election 

A person who is elected or appointed as Director, is not a Director unless he or she was present at the meeting when he or she was elected or appointed and did not refuse to act as a Director or, if he or she was not present at the meeting when he or she was elected or appointed, he or she consented to act as a Director in writing before his or her election or appointment or within ten (10) days after he or she has acted as a Director, pursuant to the election or appointment. 


Section 4.10 Removal 

The Board of Directors of AMF may, by special resolution at any meeting of the Board of Directors of AMF, remove any Director from office before the expiration of his or her term of office and may, by a majority of votes cast at the meeting, elect any person in his or her spot for the remainder of his or her term.  Any Director who fails, without reason, to attend three (3) consecutive scheduled meetings of the Board shall be eligible to be removed from the Board. 


Section 4.11 Resignation 

A Director of AMF ceases to hold office when he or she dies, resigns, or is removed from office. A resignation of a Director becomes effective at the time a written resignation is received by AMF, or at the time specified in the resignation, whichever is later. 


ARTICLE V MEETING OF THE BOARD OF DIRECTORS 

Section 5.01 Place of Meeting 

Meetings of Directors and of any committee of Directors may be held at any place within the Province of Newfoundland and Labrador or such other place as determined by the Board. A meeting of Directors shall be convened by the President at any time, or by 3 or more Directors and the Secretary shall, convene a meeting of Directors. 


Section 5.02 Notice 

Notice of the time and place for the holding of any meeting of Directors shall be sent to each Director not less than two (2) days (exclusive of the day on which the notice is sent but inclusive of the day for which notice is given) before the date of the meeting; provided that the meetings of the Directors or of any committee of Directors are present (except where a director attends a meeting for the express purpose of objecting to the transaction of business on the grounds that the meeting is not lawfully called) or if all the absent directors have waived notice. The notice of a meeting of directors need not specify the purpose or the business to be transacted at the meeting. For the first meeting of Directors to be held following the election of Directors, at which a Director is appointed to fill a vacancy in the Board, no notice of such meeting need be given to the newly elected or appointed Director or Directors in order for the meeting to be duly constituted, provided a quorum of the Directors is present. 


Section 5.03 Waiver of Notice 

Notice of any meeting of Directors or of any committee of Directors or the time for the giving of any such notice or any irregularity in any meeting or in the notice thereof may be waived by any Director in writing addressed to AMF or in any other manner, and any such waiver may be validly given either before or after the meeting to which such waiver relate. Attendance of a Director at any meeting of directors or of any committee of Directors is a waiver of notice of the meeting, except when a Director attends a meeting for the purpose of objecting to the transaction of business on the ground that the meeting is not lawfully called. 


Section 5.04 Omission of Notice 

The accidental omission to give notice of any meeting of Directors or of any committee of Directors or non-receipt of any notice by any person shall not invalidate any resolution passed or any proceeding taken at such meeting. 


Section 5.05 Adjournment 

Notice of an adjourned meeting of Directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. 


Section 5.06 Minutes and Records 

The board shall cause minutes to be maintained: 

  1. of all appointments of Directors made by the board; 
  2. of all names of the Directors present at each meeting of the board and of any committee of the board; 
  3. of all resolutions and proceedings of all meetings of the board and executive committee; and,
  4. minutes from the Executive Committee meeting shall be provided to the Board of Directors as a whole at the subsequent meeting of the Board.


All such meetings, as well as the records of books of AMF shall be kept at the Registered Office of AMF or in custody of the Secretary or other officer of AMF appointed by the Board. 


Section 5.07 Quorum and Voting 

Fifty percent (50%) constitutes a quorum at any meeting of directors and, notwithstanding any vacancy among Directors, a quorum of Directors may exercise all the powers of the Directors. The Director’s shall not transact business at a meeting of Directors unless a quorum is present at the commencement of business. Questions arising at any meeting of Directors shall be decided by a majority of votes. In the case of an equality of votes, the chairperson of the meeting in addition to his or her original vote shall have a second or casting vote.  The Past President position shall not be considered for determining quorum. 


Section 5.08 Resolution in Lieu of Meeting 

A resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of Directors, or committee of Directors, or signed in counterpart by all such Directors, is as valid as if it had been passed at a meeting of Directors or committee of Directors and shall be held to relate back and be effective as of the date stated therein. Electronic correspondence (email) will be considered as “in writing”. 


Section 5.09 Participation by Telephone 

With the unanimous consent of all the Directors, a Director may participate in any meeting of Directors by means of telephone or other such communication facilities which will permit all persons participating in such a meeting by such means deemed to be present at that meeting. 


Section 5.10 Number of Meetings 

The Board shall meet on a as needed basis and additionally as required/necessary. 


ARTICLE VI STANDING AND OTHER COMMITTEES 

Section 6.01 General 

The Board may from time to time appoint standing and other committees and may delegate to such standing and other committees the powers of the Directors, except that no such committee shall have the authority to: 

  • Submit to the members of AMF any question or matter requiring the approval of AMF
  • Fill a vacancy among the Directors or in the office of Auditor or otherwise appoint a Director as an addition to the Board; and 
  • Approve any financial statements to be placed before the members of AMF 

The rules and regulations of standing and other committees and amendments thereto shall be established by the Board. 


ARTICLE VII REMUNERATION OF DIRECTORS 

Section 7.01 

No person shall be entitled to any remuneration by reason solely of being a Director of AMF. The Directors of AMF shall also be entitled to be paid their reasonable out-of-pocket expenses properly incurred by them in connection with the affairs of AMF.


ARTICLE VIII SUBMISSION OF CONTRACTS OF TRANSACTIONS TO MEMBERS FOR APPROVAL 

Section 8.01 

The Board in its discretion may submit any contract, act or transaction for approval, ratification or confirmation at any Annual General Meeting of the full members or at any special meeting of full members called for the purpose of considering the same and any contract, act or transaction that shall be approved, ratified or confirmed by resolution passed by the majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by the Act or By-law) shall be as valid as binding upon AMF and upon all the members as through it had been approved, ratified and/or confirmed by every member of AMF. 


ARTICLE XI CONFLICT OF INTEREST / CONFIDENTIALITY 

Section 9.01 

A Director, officer, or member of AMF who is a party to a material contract or proposed material contract with AMF or is a Director, or an officer of, or has a material interest in any person who is a party to a material contract or proposed material contract with AMF shall disclose fully the nature and extent of his or her interest. No such Director of AMF shall vote on any resolution to approve such contract. If such an interest exists, this does not make the contract void or voidable in any way. 


Section 9.02

All members of the Board of Directors shall sign upon entering office the AMF Confidentiality Policy and Conflict of Interest Policy for Volunteers and Board Members. 


ARTICLE X PROTECTION OF DIRECTORS AND OFFICERS 

Section 10.01 

No Director or officer for the time being o AMF shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expenses happening to AMF or the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to AMF shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation with whom or which any monies securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any monies, securities or other assets belonging to AMF or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office of trust or in relation thereto, unless the same shall happen by or through his or her failure or neglect to exercise the powers and to discharge the duties of his or her office honestly, in good faith with a view to the best interests of AMF, and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, provided that nothing herein contained shall relieve a Director or officer from the duty to act in accordance with the Act or relieve him or her from liability under the Act. The Directors for the time being of AMF shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of AMF, except such as shall have been submitted to and authorized or approved by the Board. 


ARTICLE XI INDEMNITIES TO DIRECTORS AND OTHERS 

Section 11.01 

Except in respect of an action by or on behalf of AMF or body corporate to procure a judgment in its favor, AMF shall indemnify a director or officer of AMF, a former Director or officer of the AMF, or a person who acts or acted at AMF’s request as a Director or officer of a body corporate of which AMF is or was a shareholder or creditor, and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a Director or officer of AMF or body corporate, if: 

  • He or she acted honestly and in good faith with a view to the best interest of AMF; and 
  • In the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. 


ARTICLE XII INSURANCE FOR DIRECTORS AND OFFICERS 

Section 12.01 

AMF will purchase and maintain insurance for the benefit of any Director or officer against liabilities, costs, charges, and expenses sustained or incurred by such Director or officer for failure to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. 


ARTICLE XIII OFFICERS AND POSITIONS OF AMF 


Section 13.01 

To be eligible for election as an officer of AMF the candidate shall have served a minimum of 1 year on the Board of Directors during the previous four year period prior to the election.  

  • Unless otherwise appointed by the board of directors


President: 

  • Preside as Chairman at all meetings of Members


  • Maintain the agenda and preside as Chairman of all meetings of the Board of Directors and in conjunction with the Board of Directors set the meeting dates


  • Be responsible for appointing people to count and scrutinize any balloting at any meeting of the Board of Directors or Members


  • While acting as Chairman, vote only to break a tie


  • Ensure that the organization completes an orderly process to establish an annual strategic plan and budget


  • Review and establish as required necessary organizational arrangements and responsibilities to carry out the affairs of the organization


  • Act as the chief spokesperson and representative for the Corporation at any public or official functions (including league affiliations) where AMF is represented or appoint a designated to act as chief spokesperson as appropriate


  • Act as ex-officio member of all committees, sub-committees and Task Forces of the Board


  • Report to each Annual meeting of Members of the Corporation concerning the operations of the AMF


  • Appoint an independent accountant to review the books and records of the Corporation, on the direction of the Board of Directors


  • A quorum for the transaction of business at any meeting of the members (AGM and special meetings only) shall consist of a quorum of the Board of Directors (Fifty percent plus 1), at least 10 members outside the Board of Directors and in good standing. No business shall be transacted at any meeting unless a quorum is present at the commencement of such meeting.


Secretary: 

  • Have the custody of the official records of the Corporation, including the letters patent or articles of incorporation, the seal, the insurance documents, and all official correspondence, etc.


  • Keep an official record of all meetings of the Board of Directors and Members


  • Issue copies of all minutes of all meetings to all Directors within 72 hours of all Board of Directors, AGMs and Special Meetings and maintain a League file for membership use, as well as a file for the lawyer


  • Give notice of all meetings of Members in the manner prescribed by these Bylaws


  • Be the official correspondent and contact officer of the corporation


  • Establish and maintain the organization’s Safe Management policy as well as the necessary Disciplinary committee structures and process


  • Perform such other duties as may be determined from time to time by the Board of Directors


Treasurer: 


  • Be the custodian of the books of account and accounting records of the Corporation required to be kept by the provisions of the Corporations Act of the Province of Newfoundland and Labrador, books and records shall at all times be open to the inspection of the Board of Directors


  • Manage the process of budget preparation


  • Prepare and submit a monthly financial statement to the Board of Directors including Profit and loss statement and Balance sheet


  • Deposit all funds received within one week after receiving, in the depositories prescribed by the Board of Directors


  • Assist the independent accountant in the preparation of the annual auditor’s report and financial statements


  • Prepare any financial reports as may be required by government departments


  • Follow up on any returned cheque received by the Corporation


  • Be responsible for establishing purchasing programs with all external suppliers


  • Create and publish refund policy for distribution at each registration


  • Bring refund requests to Board for approval, and pay out approved refunds


  • Receive and confirm validity of invoices, pay invoices


  • Attend registrations and fundraising events and be responsible for collection or any funds received


  • Organize, coordinate and supervise the planning and receipt of all Flag, Tackle, or other registrations for AMF


  • Distribute and maintain player database 


  • Liaise with Football Newfoundland and Labrador and ensure that all registrations and player insurances are located with the proper association and filed with AMF as well as ensure all players medical history forms are completed before player enters any training program with AMF


  • Ensure availability of registration forms and Input registration data


Past President: 

  • The past president shall be an ex-officio (non-voting) member of the Board of Directors;
  • Volunteer Engagement;
  • Provide support to the incoming President and Board of Directors as require;
  • Provide a historical context for decision-making and revising planning, objectives, etc.;
  • Advocate for the sport and for the organization wherever and whenever possible; and,
  • Complete/respond to any responsibilities associated with being a Board member (attending, preparing for, and participating in meetings/conference/AGM) 


The Communications Director:


  • Coordinate advertising as required for each Club i.e. local newspapers, flyers in schools, social media and distribution of emails
  • Appoint Social media manager


  • Assist other directors with outreach/communication to parents


  • Arrange advertising for registration


  • Communicate information to parents throughout each season 


  • Provide feedback mechanism for parents to evaluate the league


  • Establish a relationship with local sports media


  • Ensure results of all games are publicized via website


  • Manage and coordinate website functions and updates


The Operations Director:

  • Be responsible for the organization and arrangement of any and all activities related to the Operation of any teams operating under AMF and operating in the Football season as well as booking of facilities for football activities.


  • Liaison with the Board of Directors and governing bodies in setting of games and field schedules


  • Appoint equipment/field managers for each club


  • Collect and maintain inventory counts, with assistance of equipment/field managers 


  • Assist the Director of Coaching in the identification and recruitment of coaches


  • Be responsible for the confirmation of attendance of referees at all games
  • Be responsible for overseeing the activities of the Equipment Manager and the Community liaison Manager


  • Arrange and schedule setup and take down of all field equipment 


  • Review team budgets and work with Director of Coaching to purchase league equipment with AMF board of director’s approval


The Coaching Director:


  • Provide general liaison with coaches re: coaching related instruction, mentorship, education, discipline, etc.


  • Provide liaison between the teams and AMF Board of Directors


  • Recruit coaches and oversee coaching development matters


  • Provide and/or organize coaching education / instruction / certification to coaches


  • Provide advice to the Board re: association coaching policies and procedures


  • Work with the Board to communicate association standards and policy related to coaching


  • Work closely with officials to ensure AMF policies / rules are being implemented


  • Assess that teams have proper staff in place and compliment staff with additional support if warranted and promote harmony within the programs and share resources


  • Backfill coaching pool for the sake of attrition


The Player Safety Director:

  • Be adequately trained in the field of first aid
  • Ensure there is trained personnel at every game, event and practice
  • Ensure there is not less than one trained First Aid trained individual at each Club 
  • Attend player games and practices to oversee player safety
  • Have adequate medical supplies at all games, events and practices
  • Ensure all medical paperwork if filled out within 24 hours of a medical emergency
  • Follow up on a regular bases with any player that has had an injury
  • Ensure doctors notes are on file before any player with an injury is allowed to participate in AMF activities.
  • Ensure all players medical history forms are submitted before the start of each season.


Fundraising Director:


  • Appoint fundraising/volunteers managers at each club.
  • ensure all funding is handed/ accounted for directly to the treasurer. 


Director at Large:

  • Assist other Directors with tasks
  • Any tasks that the board deems necessary


Section 13.02 Term of Office 

Officers may hold office until the close of the next Annual General Meeting in which their term expires.  At the Annual General meeting, all the officers of AMF for the time being shall retire from office, but shall be eligible for re-election if otherwise qualified. At any Annual General Meeting at which any election of officers is to take place, if such election does not take place, the retiring officers shall continue in office until officers have been elected at a subsequent Annual General Meeting or their successors have been duly elected or appointed.


Members of the Board of Directors shall be limited to two consecutive two year terms in any one specific position. 


Section 13.03 Consent to Election 

A person who is elected or appointed an officer is not an officer unless he or she was present at the meeting when he or she was elected or appointed and did not refuse to act as an Officer or, if he or she was not present at the meeting when he or she was appointed, he or she consented to act as an officer in writing before his or her election or appointment or within ten (10) days after he or she has acted as an officer pursuant to the election or appointment. 


Section 13.04 Removal 

The members of AMF may by special resolution at any meeting of the members of AMF, remove any officer from office on the vote of two-thirds (2/3) of the members present forming a quorum before the expiration of his or her term of office and may, by a majority of votes cast at a meeting, elect any person in his or her stead for the remainder of his or her term.  Any officer who fails without reason to attend three (3) consecutive scheduled meetings of the Board shall be eligible to be removed from the Board. 


An officer of AMF ceases to hold office when he or she dies, resigns, or is removed from office. A resignation of an officer becomes effective at the time a written resignation is received by the AMF, or at the time specified in the resignation, whichever is later. 


Section 13.05 Vacancies 

If the office of the President, Secretary or Treasurer shall be or become vacant by reason of death, resignation or in any other manner whatsoever, the Board shall, in the case of the President and Secretary, and may, in the case of any other officers, appoint a director to fill such vacancy. 


ARTICLE XIV RULES OF ORDER 

Section 14.01 

The rules of order contained in the current revised edition of Roberts’ Rules of Order shall govern all the meetings of AMF, except those rules of order and procedures adopted by the Board and approved by the members at the Annual General Meeting. 


ARTICLE XV BORROWING POWERS 

Section 15.01 General 

The Board may from time to time: 

  • Borrow or raise money on the credit of AMF; 
  • Issue, sell or pledge securities of AMF; and, 
  • Charge, mortgage, hypothecation or pledge all or any of the real or personal property of AMF, including, without restriction, book debts, rights, powers, franchises or undertakings, to secure any securities or any money borrowed, or any other obligation or liability of AMF, provided that debentures shall not be issued without the sanction of a special resolution of AMF. 


ARTICLE XVI AUDITORS 

Section 16.01 

The financial statements of AMF shall be reviewed by a recognized firm or accountants who shall be appointed at such remuneration as may be fixed by the Board. 


At the end of every fiscal year, the accounts of AMF shall be reviewed and the correctness of the balance sheet ascertained by an external accountant. 


ARTICLE XVII EXECUTION OF DOCUMENTS, ETC. 

Section 17.01 

Contracts, documents or instruments in writing requiring the signature of AMF may be signed by the President or Treasurer and another Director of AMF, with or without affixing of the seal, and all contracts, documents or instruments in writing so signed shall be binding upon AMF without further authorization or formality. The Board is authorized from time to time by resolution to appoint any Officer or officers or any other person or persons on behalf of AMF, either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments with or without affixing the seal of AMF. 


The corporate seal of AMF may be affixed to contracts, documents or instruments in writing signed by those authorized aforesaid or by an officer or officers, person or persons appointed as aforesaid by resolution of AMF. 


The term “contracts, documents or instruments in writing” as used in this by-law shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts, and discharges for the payment of money or other obligations, conveyances, transfers and assignments of securities and all paper writings. 

In particular, without limiting the generality of the foregoing those specifically authorized aforesaid are authorized to sell, assign, transfer, exchange, convert or convey all securities owned by or registered in the name of AMF and to sign and execute (under the seal of AMF or otherwise) all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such securities. 

The signature or signatures of any officer or officers, person or persons appointed as aforesaid by resolution of the directors may, if specifically authorized by resolution of the directors, be printed, engraved, lithographed or otherwise mechanically reproduced upon all contracts, documents or instruments in writing or bonds, debentures or other securities of AMF executed or issued by or on behalf of AMF and all contracts, documents or instruments in writing or securities of AMF on which the signature or signatures of any of the foregoing officers, directors or other persons shall be so reproduced and shall be as valid to all intents and purposes as if they had been signed manually and notwithstanding that the officers, directors or persons whose signature or signatures is or are so reproduced may have ceased to hold office at the date of the delivery or issue of such contracts, documents or instruments in writing or securities of AMF. 


ARTICLE XVIII RESTRICTIONS ON INCOME AND ASSET DISTRIBUTION 

Section 18.01 

The income and property of AMF, whence so ever derived, shall be applied solely towards the promotion of the objects of AMF as set forth in this Memorandum of Association; and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit to the members of AMF. Provided that nothing herein shall prevent the payment, in good faith, of remuneration to any officer or servant AMF, or to any member of AMF in return for any services actually rendered to AMF, nor to prevent the payment of reasonable or proper rent for premises demised or let by any member to AMF, but so that no member of the Board or committees of AMF shall be remunerated for his or her services as a director or committee member except repayment of out-of-pocket expenses. Provided further that AMF shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as 

great as is imposed upon AMF by virtue of this paragraph, provided further that AMF shall permit the privileges of membership of AMF to be open only to member of AMF. 

  1. These by-laws contain conditions on which a certificate is granted by the Minister of Justice to AMF in pursuance of the provisions of the Corporations Act, Chapter 12, of the Statutes of Newfoundland, 1986. 
  2. Every member of AMF undertakes to contribute to the assets of AMF, in the event of the same being wound up during the time that he or she is a member, or within one(1) year afterwards, for payment of the debts and liabilities AMF contracted before the time that he or she ceases to be a member, and of the costs, charges and expenses of winding up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding $5.00. If upon winding up or dissolution of AMF there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, that same shall not be paid to or distributed among the members of AMF, but upon special resolution shall be given or transferred to some other institution or institutions having objects similar to the objects of AMF or charitable in nature, and which shall prohibit the distribution of it and their income and property among it or their members to an extent at least as great as is imposed in AMF under or by virtue of Article XIX hereof, such institution or institutions, to be determined by the members of AMF at or before the time of dissolution, or in default thereof by such judge of the Trial Division of the Supreme Court of Newfoundland and Labrador as may have or acquired jurisdiction in the matter, and if and so far as effect cannot be given to the aforesaid provisions then to some charitable object. 


True accounts shall be kept of the sums of money received and expended by AMF, and the matter in respect of which such receipt and expenditure takes place, and of the property, credits and liabilities of AMF; and subject, to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the By-laws of AMF for the time being, shall be open to inspection of the members 


ARTICLE XIX ALTERATION OF BY-LAWS 

Section 19.01 

No amendment of or addition to the by-laws shall be made except by a special resolution of the Board of Directors of AMF and no amendment or addition shall be effective if it would cause the revocation of AMF’s status as a Not for profit corporation 


ARTICLE XX NOTICES 

Section 20.01 

If AMF sends a notice or document to a member and the notice or document is returned on two (2) consecutive occasions because the member cannot be found, AMF is not required to send any further notices or documents to the member until he or she informs AMF in writing of his or her address. 


ARTICLE XXI POLICIES AND PROCEDURES 

Section 21.01 

The Board of Directors shall maintain a set of Policies and Procedures for the conduct of the business of AMF. The Board of Directors may update or alter these Policies and Procedures as required during the year to ensure the best quality of conduct and sport as possible. 


REPEAL OF BYLAWS These Bylaws came into effect on the date shown and repeals any and all previous bylaws of AMF. 


APPENDIX I


Equipment


ALL AMF equipment is to be returned upon the end of each football season to ensure equipment cleanliness and certification for the next upcoming season.

Failure to return equipment will result in a $450.00 charge to the player.


APPENDIX 2


  1. Members of the corporation

Eligibility 

There shall be (2) classes of membership with Avalon Minor Football. 

  • Active Membership
  • Parent/ Guardian Membership

Active Membership

Active membership shall include all elected or appointed directors or officials; all coaches and managers who are eighteen (18) years of age or older appointed in the time frame between the Annual General Meetings 

Parent/ Guardian Membership

Parent/ Guardian Members shall include all parents and/ or legal guardians of registered players who are under eighteen (18) years of age and who have paid in full the appropriate registration fee in the time frame between the Annual General Meetings . 

Membership list

The Secretary of AMF shall maintain a list of current Active Members, Parent/ Guardian Members and Honorary Lifetime Members, and such list of members shall be used to determine eligibility to attend and vote at the Annual General Meeting and any other meetings of the members as dutifully scheduled or called by the board.

Termination

Membership in AMF shall not be transferable and shall terminate upon a member's resignation or death. Members may resign from AMF by submitting a resignation in writing to the president of AMF. Players who are active members may resign by submitting a resignation in writing to the Head Coach of the team for which the player is playing. Membership in AMF may be terminated by the board if the member is sixty (60) days in arrears of payment of registration fees or for behavior that would otherwise bring the reputation of AMF into dispute.

Membership Fees

Membership fees shall be established from time to time by resolution of the board.

Record Date

Individuals, who are members of AMF for at least thirty five (35) days in advance of any General Meeting of the Members of AMF, are entitled to notice of and to vote at such General Meeting of Members. Any individual who is not a member at least thirty-five (35) 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. Term of Membership

The membership term shall be for the period between the day after the previous Annual General Meetings, up to and including the Annual General Meeting for the year membership was granted.

Memberships are not transferable and there shall be no refund or pro-rating of membership fees or dues as per league rules.


III.  Application of Membership

All members shall apply for membership in writing on forms or by methods designated by the board, and by policy of regulations as exist from time to time, and the forms may contain requirements, restrictions, stipulations, undertakings or any conditions at the board may require. All membership applications are subject to board approval and the board may refuse to accept any application. Such refusal shall not be required to show cause, although adherence to regulations, policies, and principals of natural justice is presumed.

  1. Fees, dues and assessments

Fees, dues and assessments of any type shall be fixed by majority vote of the board from time to time. The requirements for payment of fees, dues or assessments shall be determined by the board policy.

  1. Resignation, Suspension/ Termination of Membership

Resignation

Any member may resign in writing to AMF at any time and such resignation shall be effective upon acceptance by the board.

Suspension/ Termination

The board may, by resolution, be carried by two thirds (2/3) majority of legal votes cast, resolve to suspend or terminate any membership (except those of elected Directors), and shall give notice of suspension or termination in writing. Suspension or termination of membership may be imposed upon a member for:

  • Failing to govern conduct in accordance with AMF membership requirements, bylaws of AMF or any policies or regulations as may exist from time to time; or
  • Failing to pay any fee, due, or assessment, or any other monetary obligation to AMF; or
  • Any other reason as determined by resolution of the board.

Suspension of Membership

Shall mean a temporary condition that could be extended to the end of the current membership year. Privileges of membership are suspended for whatever period prescribed by the board but may be reinstated at any time during the same membership year with such probationary requirements as the board sees fit.

Termination of Membership

Shall mean the cessation of all membership privileges for the balance of the current membership year, without possibility of reinstatement in the same year. Any application for membership in future years may contain probationary conditions or other requirements.

  1. Appeals

Any member or registrant of AMF directly affected by a decision of the association may appeal such a decision. The denial or termination of membership in the association may be appealed by a non-member. The $25 fee will accompany any appeal made in writing. 

An individual shall not appeal a decision made by the board of directors regarding the appointment, non-appointment, re-appointment or revocation of an appointment of an individual to any coach or administrator position within the association’s operations, except where the selection, appointment and revocation process outlined in the association’s published rules has not been followed.