1. THE ASSOCIATION
The association will be known as the Capital Area Minor Football Association Inc., or by its abbreviation CAMFA.
2. MAILING ADDRESS
The mailing address of CAMFA will be that of the President or of an address approved by the executive.
The objectives of the CAMFA will include the following:
4. GOVERNING STRUCTURE
The affairs of CAMFA shall be governed by an Executive composed of the following:
The executive will assign areas of responsibility (equipment, coaching, fundraising, and recruitment) to members of the executive and The Executive may add or remove areas responsibility from time to time as it deems appropriate
5. THE EXECUTIVE
The Executive is empowered to make all decisions regarding the operations of the association such as, acting within the approved budgetary provisions to purchase assets, pay bills, authorize expenses incurred on behalf of the association, etc. between meetings of the Membership.
• The Executive will be elected at the Annual General Meeting of the Membership.
• The Executive will be elected by majority vote of the Members in attendance at the Annual General Meeting.
• Each registered minor player in CAMFA during the preceding season shall be considered a Member for the purposes of this constitution and shall be entitled to one vote. Member votes will be cast by the Legal Guardian of each Member. Legal Guardians must be in attendance to vote. Each coach, manager, official or volunteer shall also be considered a Member and be entitled to one vote. No proxy votes are permitted.
• Each Member in attendance is entitled to one vote in electing the President, Vice President, Secretary, Treasurer, Registrar, and 5 Directors.
• An existing Executive member may reoffer for the position they currently hold even if not in attendance for the AGM provided a Letter of Intent has been received by the Secretary prior to the AGM.
• All matters voted on by the Executive will be decided by majority vote.
• The chairman shall not vote except in the event of a tie vote.
• The President, or in his absence, The Vice President, shall chair all Executive meetings. If neither the President nor the Vice President can attend the meeting the Executive shall elect someone to chair the meeting.
• A quorum for Executive meetings shall be at least six of the ten Executive positions.
• The fiscal period for CAMFA will be the 12-month period ending on December 31 of each year.
• An independent accountant will be appointed each year by the Executive. The independent accountant will review the financial statement of CAMFA. The independent accountant's review report must be completed and distributed to the Membership at the Annual General Meeting.
6. SUSPENSION AND/OR TERMINATION
Any member of the Executive may be suspended from the office or have tenure of office terminated if, in the opinion of the Executive, the member us grossly negligent in the performance of duties, providing however, that any Executive member so suspended or whose tenure of office has been terminated, shall be at liberty to appeal the decision of the Executive directly to the membership at the next general meeting. Although not an exhaustive list any member of the executive MAY be removed by, but not limited to the following:
• Failure to attend the AGM
• Failure to attend at least 75% of meetings within a calendar year
• Failure to attend 2 meetings in a row
7. VACANCIES ON THE EXECUTIVE
In case of a vacancy or vacancies occurring on the Executive through death, resignation, removal or other cause, the Executive shall appoint another member (or non-member) as a Director, and any Director so appointed shall hold office until the next following annual general meeting and election of the members of CAMFA takes place.
The board may from time to time and for such periods of time as it deems necessary and in the best interest of CAMFA employ individuals to cay out such functions as are delegated by the board. No Executive Board Member shall carry out a paid position or receive payment for services from CAMFA.
9. PROTECTION OF EXECUTIVE
CAMFA hereby consents that each and every Director of CAMFA shall be Deemed to be assumed office on the express understanding, agreement, and condition that every Director, his heirs, executors, administrators, estate and effects shall from time to time and at all other times be indemnified and saved harmless out of the funds of CAMFA from and against all costs, charges, and expenses whatsoever which such Director sustains or incurs in or about any action, suit, or proceeding which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done, or permitted by him in or about the execution of the duties of his office, and also from and against all other costs, charges, and expenses which he sustained or incurs in or about or in relation to the affairs thereof except such costs, charges, or expenses as are occasioned by his own wilful neglect or default.
Also that in case CAMFA enters into contracts or transacts business with one or more of its Executive or with any firm of which one or more of its Executive are members or with any other company, corporation or association of which one or more of its Executive are members, Executive or officers, such contract or transaction shall not be invalidated or in any wise affected by the fact that such Director or Executive have or may have interest therein which is or might be adverse to the interest of CAMFA even through the vote of the Director or Executive having such adverse interest shall have been necessary to obligate CAMFA upon such contract or transaction, provided however that such interest is disclosed to the other Executive or member was acting upon or in reference to such contract or transaction. No director or Executive have such adverse interest shall be liable to CAMFA or to any member or creditor thereof or to any other person for any loss incurred by it by reason of any contract or transaction nor shall any such Director or Executive be accountable for any gains or profits realized thereon.
10. INDEMINITIES TO EXECUTIVE AND OTHERS
The Executive of CAMFA are hereby authorized from time to time to give indemnities to any director or other person who has undertaken or is about to undertake any liability on behalf of CAMFA or any Company controlled by it. Any action from time to time taken by the board under the authority of this by-law shall not require approval or confirmation by the members.
11. RESOLUTION IN LIEU OF MEETING
A resolution in writing signed by all Executive or signed counterparts of such resolution by all Executive entitled to vote on that resolution at a meeting of Executive or a committee of Executive is as valid as if it had been passed at a meeting of Executive or a committee of Executive duly called, constituted, and held. A copy of every such resolution or counterpart thereof shall be kept with the minutes of the proceedings of the Executive or such committee of Executive.
Any of the Executive may evidence his or her consent to the resolution in electronic form by reply email to the sender of the resolution and such reply shall constitute his or her electronic signature to the resolution and shall be deemed to constitute an original signature evidencing such approval in accordance with Electronic Transactions Act, S.N.B. 2001, c. E-5.5. An email evidencing his or her consent to the resolution shall be substantially in the following form:
By typing my name below I hereby certify that I, (Insert full name of Consenting Director), am a Director of CAMFA Football Association Inc. And consent to the above resolution sent to me by email on (insert Date) by the (Office held by Sender ie: Secretary) of CAMFA Football Association Inc. The setting out of my name on this resolution shall be considered the electronic signature of the myself in accordance with the provisions of the Electronic Transactions Act. S.N.B. 2001, c. E-5.5.
TYPE FULL NAME OF CONSENTING EXECUTIVE MEMBER ABOVE
12. EXECUTION OF DOCUMENTS
Contracts, documents, or any instruments in writing requiring the signature of CAMFA must be signed by any two of the Executive and/or officers and all contracts, documents and instruments in writing so signed shall be binding upon CAMFA without any further authorization or formality.
The board shall have power from time to time by resolution to appoint any officer or officers on behalf of CAMFA either to sign contracts, documents, and instruments in writing generally or to sign specific contracts, documents, or instruments in writing.
A bank account shall be kept at the Royal Bank of Canada or at such other bank or banks as the Executive may determine and the Executive are empowered and authorized to enter into any arrangements or agreements with such bank or banks or their officers as to advances, loans and overdrafts to, for and on behalf of CAMFA and the transacting and settling of all manner of banking business, and for such purposes to pass such resolutions, enact such by-laws and appoint or designate such signing officer or officers for banking purposes as the Board of Executive may deem expedient.
14. CHEQUES, DRAFTS AND NOTES
All cheques, drafts, or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons whether or not officers of CAMFA and in such manner as the Board of Executive may from time to time designate.
15. AMENDMENTS TO THE CONSTITUTION
Amendments to this constitution will be made only at a General Meeting of the membership of CAMFA. Notice of proposed Amendments to the constitution shall be made in writing by letter to the Secretary of CAMFA, at least four weeks prior to a General Meeting of the membership at which the proposed change is to be voted upon. The Secretary will then provide the proposed Amendments to voting Members at least two weeks before the scheduled meeting by posting them on the CAMFA website.
A three-quarter vote of the voting Members in attendance at a General Meeting of the membership will be necessary to amend this constitution.
The board shall have the power from time to time to make additional by-laws or to repeal, amend or re-enact any by-law, but every such by-law and every such repeal, amendment or re-enactment shall, unless in the meantime confirmed at a meeting of the members of CAMFA duly called for that purpose, have force only until the next annual meeting of the members of CAMFA, and in default of confirmation at such annual meeting shall at and from that time only cease to have force.
16. MEETINGS OF THE MEMBERSHIP
The Membership will meet at least once annually, no later than April 30. Meetings of the Membership can be called by any of the President or any two other members of the Executive or by twenty-five Members of CAMFA. Notice of these meetings will be posted on the CAMFA website at least two weeks in advance. Notice will also be made on all social media channels and website during the week of the meeting.
17. MEETINGS OF THE EXECUTIVE
The Executive will meet at least eight times annually of which a minimum of four will be in person. Meetings of the Executive can be called by the President or any two members of the Executive.
18. RULES OF ORDER
At all meetings of CAMFA, Robert’s Rules of Order will determine the conduct.