SECTION I:
BYLAWS
The mission of the Winnipeg Women’s Soccer League Incorporated is to foster the promotion, development and administration of women’s soccer and encourage life-long soccer involvement by providing a structured League dedicated to giving as many women as possible the opportunity to play soccer.
Our objectives are:
Article 1 GENERAL
1. These Bylaws govern the general conduct of the affairs of the Winnipeg Women’s Soccer League a corporation incorporated under the Manitoba Corporations Act.
1.2 The following terms have meanings in these Bylaws:
1.2.1 Act - means The Manitoba Corporations Act (C.C.S.M. c. C225) as from time to time amended or succeeded,
1.2.2 Board - means the Board of Directors of the WWSL.
1.2.3 Club - means an organization operating one or more team under a common executive.
1.2.4 Delegate - means an individual, or alternate, appointed by a Voting Member to exercise a vote on behalf of the Voting Member
1.2.5 Director - means an individual elected or appointed to serve on the Board of Directors under these Bylaws and includes the President.
1.2.6 League - means an organization operating under a common Board to provide sanctioned competition for teams. Refers to the WWSL
1.2.7 Member - means all categories of membership pursuant to these Bylaws
1.2.8 Player- an individual registered with the League and with the MSA and as a player participating in any activity offered by the League
1.2.9 MSA - refers to the Manitoba Soccer Association
1.2.10 Team - is a group of players and officials formed by a Club for the purpose of participation in sanctioned competition.
1.2.11 The Winnipeg Women’s Soccer League Incorporated, herein after referred to as the “WWSL” or League.
1.3 Words stating the singular shall include the plural and vice-versa, and words stating the male gender shall include the female gender as well as corporate bodies. Terms not defined herein are as defined under The Interpretation Act (C.C.S.M. c.I80) (the “Interpretation Act”), as from time to time amended or succeeded.
1.4 Except as provided in the Act and in the Interpretation Act, the Board may interpret any provision of these Bylaws that is contradictory, ambiguous, or unclear.
1.5 The registered office of the League will be located in the province of Manitoba at such address as the Board may determine.
1.6 Through a process determined by the Board, the League may employ or engage under contract person(s) to aid in administering the operations of the League.
1.7The Association may have a corporate seal which may be adopted and changed by resolution of the Directors and that will be in the custody of the president.
1.8 The League will be carried on without the purpose of gain for its Members and any profits or other accretions to the League will be used in promoting its objectives.
1.9 A Director, Officer, or Committee member who has an interest, or who may be perceived as having an interest, in a proposed contract or transaction with the League or a conflict of loyalty between the interests of the League and another will comply with the Act and the League’s then current conflict of interest and related policies.
1.10 Unless otherwise specified in the Act or these Bylaws, meetings of members and meetings of the Board will be conducted according to the current edition of Robert’s Rules of Order.
1.11 If no specific guidance is included within these Bylaws or within the Rules and Regulations of the League, for a particular matter, the relevant MSA Bylaws, Rules and Regulations shall apply.
1.12 Soccer under the jurisdiction of the League shall be played according to the Laws of the Game, as promulgated from time to time by F.I.F.A., subject to any changes considered by the MSA, the League and Members to suit the conditions under which the sport is played in this Province.
Article 2 AFFILIATIONS
2.1 The WWSL is affiliated with and sanctioned by the Manitoba Soccer Association (MSA) and the Canadian Soccer Association (CSA). As such the WWSL shall abide by all the rules and regulations set out and established by the MSA, the CSA, and the Fédération Internationale de Football Association (FIFA), the world governing body for soccer. The Board may in turn establish rules and regulations to be followed by the member clubs.
2.2 The WWSL may affiliate with other organizations, whether incorporated or not, which have objectives, similar in whole or in part, to the objectives of the League.
Article 3 MEMBERSHIP
3.1 All Manitoba senior women’s teams may apply for membership. Acceptance of membership will be determined and voted on by the Board.
3.2 Membership in the League is not transferable in whole or in part without the consent of the Board.
3.3 Membership fees for all categories of membership will be determined by the Board.
3.4 Teams located outside of a 120 kilometer radius of the geographical centre of the City of Winnipeg must play their games within the 120 km radius, unless otherwise determined by the board.
3.5 All new teams wishing to enter the WWSL must apply to the WWSL for admission by the deadline date and complete the "new team application" form. All applications for team entry are subject to approval by the Board.
3.6 All Teams must affiliate with MSA.
3.7 The application deadlines for entry into the league will be determined by the Board. Exceptions past the deadline will only be made with the approval of the Board.
3.8 Teams must have one or more Officers registered with the MSA and at least two officers registered with the WWSL to indicate Owners/Officers/Directors of Record. Officers must submit documents and information as required. Officers/Team Representatives of the Member must opt-in to receive information from the MSA registration system. It is the responsibility of each Team to inform the MSA and the WWSL in writing of any changes in Officers. In the case of a dispute, the WWSL will consider those named on the MSA Affiliation Form as Owners/Officers/Directors of Record. The Member is represented by the Owner of Record or by the Team Representative of the Member on record.
3.9 Upon entry into the League, each team must pay a refundable Performance Bond to be determined by the Treasurer and/or Board prior to each season. Upon a team's termination with the League, the remainder of the Performance Bond will be returned to the team's Owner of Record.
3.10 A Member in good standing may exercise Member rights as established in the Bylaws and Rules and Regulations of the League. To remain in good standing, a Member must be in compliance with the Bylaws and Rules and Regulations of the League.
3.11 The Board may, by a vote of three-fourths of those present at a regular or special meeting duly called for that purpose, suspend any Member whose conduct has been determined by the Board to be but not limited to improper, unbecoming, or likely to endanger the interests or reputation of the League or who willfully commits a breach of the Bylaws of the League. The Member to be suspended shall be given at least five days notice of such meeting and of the charge or complaint lodged against them. The Member shall be entitled to be present at such meeting and to make representations. The vote on the suspension of the Member shall be by secret ballot and the Member shall be informed of the decision, in writing via registered mail, within ten days.
3.12 In the event of a loss of membership, a Member so designated remains liable for payment of any assessment or other sum levied or which became payable to the League before the loss of membership.
3.13 Any Member may withdraw from the League by delivering to the League a written resignation. A Member remains liable for payment of any assessment or other sum levied or which became payable to the League before the acceptance of the resignation.
3.14 The League, its Members, players and officials will not take any dispute to the ordinary courts (defined for the purpose of this Article as a court that hears private and public legal disputes) unless specifically provided for in these Bylaws and League Rules and Regulations. Any disagreement shall be submitted to the jurisdiction of League.
Article 4 BOARD - STRUCTURE
The League shall be governed by the Board, which shall consist of the following Directors;
Article 5 BOARD - NOMINATIONS
5.1 Any individual may be nominated for election as a Director. In order to provide continuity in office, Directors shall be elected and shall retire in rotation.
1. At the Annual General Meeting (even years) for the election of officers, the President, the Secretary, the Treasurer Director A and Director D shall be elected to hold office.
2.At the Annual General Meeting (odd years) for the election of officers, the Vice President and Director B and Director C shall be elected to hold office.
3.At the Annual General Meeting, a League Disciplinarian shall be appointed to hold office for a term of one (1) year.
4.At the discretion of the Board a League Convenor will be appointed to hold office for a term of two (2) years.
5.Terms of the Office shall be two years or from the date of the meeting at which they were elected or if elected/appointed to fill a vacancy shall take office immediately and shall serve for the balance of the term of his or her predecessor.
5.2 Nominations for Board positions can only be made by a Member in good standing and each nomination shall be submitted to the Nominating Committee on prescribed forms of the League no less than thirty days prior to the Annual General Meeting at which the nomination is to be considered.
5.3 The Board shall forward a copy of all nominations to the Members at least fifteen days before the Annual General meeting.
5.4 Nominations from the floor for Board positions may only be made during the Annual General Meeting by Members in good standing with the League, in the event that no nominations are received in accordance with Article 5.2.
5.5 If there is only one nomination received for a position, the nominee for that position will be declared elected by acclamation at the AGM.
5.6 In the event that an individual is nominated and is not present at the meeting and wishes to accept nomination; a signed and witnessed document confirming his or her acceptance must be presented to the League at the time of nomination. An elected Director, who sits on another soccer related Board and does not represent the League on that Board, must resign one of the positions within 45 days of their elected WWSL position.
5.7 In any contested election to the Board, voting shall be by secret ballot. If a person receives a majority of the valid votes cast, he or she is elected. If no person receives a majority of the valid votes cast, there shall be another ballot, from which the name of the person receiving the least number of votes in the previous ballot shall be omitted. If more than three persons have contested a position, this process may be repeated, with the candidate receiving the least number of votes in any ballot being omitted from the next ballot. If two or more candidates have the least number of votes, the members shall determine, by ballot, which of them shall be removed from the next ballot.
5.8 An elected Member of the Board desirous of accepting nomination to a different position on the Board must first resign from his or her current position.
Article 6 BOARD - OPERATIONS AND CONDUCT
6.1 In order to avoid conflict of interest, a Director shall not attempt to promote a private or personal interest for himself or herself or some other person, which results in an interference with the objective exercise of his or her responsibilities, or gains an advantage by virtue of his or her position with the League.
6.2 No paid employee of any affiliated Member of the MSA and no paid employee of this League may serve on the Board.
6.3 Any Director who brings the game into disrepute may be suspended at the discretion of the Board with a two-thirds (66%) majority of those present at a meeting of the Board.
6.4 Where a vacancy occurs as a result of the death, incapacity, resignation, retirement or removal of any Director, the Board by a majority vote can appoint a person to fill that position. A Director elected to fill the vacancy shall take office immediately and shall serve for the balance of the term of his or her predecessor.
6.5 At any meeting of the Board, quorum is a majority of Board members holding office.
6.6 Except as specified in Paragraph 6.7 each Director including the President is entitled to one vote. Voting will be by show of hands or by secret ballot if requested by any Director. Resolutions will be passed upon a majority of votes being in favor of the resolution. In the event of a tie, the President is entitled to a second vote to decide the issue.
6.7 The Past-President shall be a non-voting ex-officio member of the Board.
6.8 No Board member may occupy more than one voting Board position at the same time.
6.9 The Board will meet at any time and place as determined by the Board or the President. Notice of Board Meetings will be given to all Directors as least 2 business days notice prior to the scheduled meeting except in exceptional circumstances.
6.10 Meetings of the Board will be closed to members and to the public except by invitation of the Board.
6.11 Unless approved in advance by the Board, no elected Director may accept payment for any services provided to the League and Member organizations.
Article 7 BOARD - REMOVAL PROCEDURES
7.1 Directors may be removed from office before the end of their elected term for just cause.
7.2 The Board may remove any Director for just cause by a vote of two-thirds (66%) of the Directors then in office, at any meeting of the Board, provided that a statement of the reason or reasons shall have been forwarded to the Director proposed for removal at least thirty (30) days before any final action is taken by the Board. This statement shall be accompanied by a notice of the time when the Board is to take action on the removal. The Director shall be given an opportunity to be heard and the matter considered by the Board at the time cited in the notice.
Article 8 BOARD - DUTIES
8.1 The President represents the League, speaking for the Board in order to convey its directives.
8.2 The President shall be the Chair of all Special and General meetings of the League and of the Board. The President is an ex-officio member of all Committees except the Nominating Committee.
8.3 The Vice-President shall act in the absence of the President and shall perform such other duties as may from time to time be assigned by the President or the Board.
8.4 The Secretary shall keep the records of the League and shall perform such other duties as may from time to time be assigned by the President or the Board.
8.5 The Treasurer shall be responsible for the fiscal affairs of the League and shall have such other duties as approved by the Board.
8.6 The Directors shall perform duties as approved by the Board.
Article 9 STANDING COMMITTEES
9.1 The League shall have standing committees appointed by the Board. The purpose of the standing committees will be to make decisions in the committee's defined area of responsibility and undertake actions and activities as delegated by the Board.
9.2 Chairs of individual standing committees shall be appointed by the Board and shall have voice and vote at meetings of their respective committees. Only elected Directors may chair standing committees except for the Discipline Committee.
9.3 The Appeals, the Discipline and the Complaints committee shall consist of a Chair, a Deputy Chair, and other members. The Chair, the Deputy Chair and the members are appointed by the Board.
The standing committees of the League shall include:
a) Appeal Committee
i. The committee shall consider all requests for leave to appeal by Members and/or affected parties in accordance with relevant Bylaws and Rules and Regulations of the League and MSA.
b) Discipline Committee
i. The committee shall administer all disciplinary matters in accordance with relevant Bylaws and Rules and Regulations of the League and the MSA.
c) Complaints Committee
i. The committee shall administer all complaints in accordance with relevant Bylaws and Rules and Regulations of the League and the MSA.
d) Nominating Committee
i. The committee chair will be a Past Director or a Director not returning for another term.
ii. The committee shall be responsible for receiving nomination applications of potential Board Members for the League.
e) Other Standing Committees
i. The Board may establish other standing committees, as required, in order to efficiently manage the League.
Article 10 LEAGUE MEETINGS
10.1 The League shall hold an Annual General Meeting and said meeting shall be held each year at a place and date to be determined by the Board, provided that the date is in the fall and shall not be later than November 30th.
10.2 Regular League meetings of the WWSL may be held on the last Thursday of the month unless otherwise determined by the Board.
10.3 Divisional meetings shall be held at the call of the Board.
10.4 Special Meeting
a) A Special meeting may be held at anytime upon request of the President, Board, and/or the majority of League membership.
b) The Board and Members shall receive at least fifteen days notice of the Special General Meeting and of the subject(s) to be considered. Only business stated in the notice shall be dealt with at the Special General Meeting.
10.5 Notice of the time and place of every Annual General Meeting and Special General Meeting shall be posted on the League’s Website and shall be sent to each Member via email. No accidental error or omission in giving notice of any meeting or any such adjourned meeting shall invalidate such meeting or make void any proceedings taken at any meeting.
10.6 Any Meeting may be held by Zoom or any other means necessary, as directed by the Board.
10.7 Quorum for Meetings
A quorum at any Annual General Meeting shall consist of no less than 50% plus one Members. If the quorum is present at the start of the meeting, it is conclusively deemed to be present until the meeting is adjourned. If 50% plus one Members are not in attendance, the meeting shall be reconvened at a time and place to be determined by the President notwithstanding Article 10.1. At the reconvened meeting, the quorum shall be the Members in attendance.
10.8 Voting Procedures for Meetings
a) Members shall act through accredited delegates and shall be entitled to one vote as prescribed herein.
b) Only Members in good standing shall be entitled to a vote.
c) The Chair shall indicate the number of eligible votes.
d) Elected Directors on the Board shall have a voice but no vote.
e) The President shall have a casting vote only in the event of a tie vote on any matters.
f) Each Member in good standing shall be entitled to have its vote cast by its duly accredited delegate and not by any other Member. An accredited delegate is only allowed their own vote.
g) Visitors must register prior to entering a Meeting. Visitors have no vote, but may address the meeting upon being recognized by the Chair.
h) At all Meetings, every matter shall be decided by a majority of the votes cast by the Members present at the meeting; unless otherwise required in accordance with these Bylaws. Voting on every matter shall be decided by a show of hands unless; firstly, voting by secret ballot is required in accordance with these Bylaws or secondly, Members approve a motion to vote on any matter by secret ballot. Unless a poll is demanded by the Members, a declaration by the Chair that a resolution has been carried or not carried shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolutions.
10.9 Teams who fail to have a Team Representative attending a WWSL meeting shall be fined.
10.10 Delegate representation at Manitoba Soccer Association Annual General Meeting (AGM) and Special Meetings
1. As per MSA Bylaw 3.12.3, the WWSL has 10 votes to be carried and exercised by appointed delegates or their alternates. Delegates/Alternates must be identified not less than 14 days prior to any MSA AGM or Special Meeting.
2. Delegates will be appointed based on the following allocation as determined by the Board:
• Four (4) delegates to members of the Board
• One (1) delegate representing Premier Division
• One (1) delegate representing Division 1
• One (1) delegate representing Divisions 2 and 3
• One (1) delegate representing Divisions 4, 5
• One (1) delegate representing Masters
• One (1) delegate representing all Coed Divisions
The allocation may be revised at the Board’s discretion and as the WWSL divisional structure changes.
In selection of divisions, teams who play year round will be considered in the division they play outdoor.
3. Division(s) shall identify a delegate/alternate through the following procedure
• By acclamation of divisional representatives present;
• By majority vote of divisional representatives present (by show of hands or by secret ballot if requested);
• Through random draw of divisional representatives present.
The Board retains the right to assign delegates/alternates should no divisional representative be identified.
4. Any delegate who fails to attend the MSA AGM or Special Meeting without sufficient and reasonable grounds may be subject to a $250 fine.
Article 11 AMENDMENTS TO THE BYLAWS
11.1The Rules and Regulations and the Policies and Procedures of the League may be amended by the Board.
11.2 Members of the League in good standing and the Board may propose amendments to the Bylaws.
11.3 The Secretary shall notify the Members 30 days in advance of the Annual General Meeting in accordance with the provisions of Article 11.4.
11.4 The Bylaws of the League may only be amended at the Annual General Meeting, provided that notice of all proposed amendments to the Bylaws shall have been delivered to the Members at least 30 days before the proposed meeting.
11.5 Adoption of any amendment to the Bylaws shall require a two-thirds majority of the votes cast by the Members present at the Annual General Meeting.
Article 12 - INDEMNITY
Subject to the limitations contained in the Act, the Corporation may indemnity a director or an officer of the Corporation, a former director or officer of the Corporation, or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholders or creditor (or a person who undertakes or has undertaken any liability on behalf of the Corporation or any such body corporate) and his heirs and legal representative, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him/her in respect to any civil, criminal or administrative action or proceeding to which he/she has been made a party by reason of being or having been a director or officer of the Corporation or such body corporate (or having undertaken any such liability), if:
and shall so indemnify such a person as aforesaid who has been substantially successful in the defense of any civil, criminal or administrative action or proceeding to which he/she is made a party by reason of being or having been a director or office of the Corporation or body corporate against all costs, charges and expenses reasonably incurred by him/her in respect of such acts or proceedings, notwithstanding sub-paragraphs (a) and (b) above.
Article 13 - DISSOLUTION
13.1 In the event of the dissolution or the winding-up of the affairs of the WWSL, all of its remaining assets, after payment of all debts and liabilities, shall be distributed or disposed of to organizations the objectives of which are similar to the objectives of the League and beneficial to the community.