By-Laws

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RED PATCH BOYS BY-LAWS

BY-LAW No. 1

A by-law relating generally to the conduct of the business and affairs of

RED PATCH BOYS INC.

(herein called “Red Patch Boys”).

 1. Interpretation

a. In this by-law and all other by-laws and resolutions of Red Patch Boys, unless the context otherwise requires:

i.      Act” means The Corporations Act, 1982 and includes the Regulations made pursuant thereto;

ii.“articles” means the Articles of Incorporation of Red Patch Boys as amended from time to tome

iii.“board” means the directors acting as a board

iv.“by-laws” means all by-laws, including special by-laws of Red Patch Boys as amended from time to time;

v.“Corporation” means this Corporation

vi.“Major League Soccer” refers to the professional soccer league in North America of that name.

vii.“Toronto FC” refers to the soccer team of that name competing in Major League Soccer.

b. In this by-law where the context requires words importing the singular include the plural and vice versa and words importing gender include the masculine, feminine and neuter genders.

c.  All the words and terms appearing in this by-law shall have the same definitions and application as in the Act.

d. In the event that any of the terms of this by-law shall be in conflict with the Act, the terms of the Act shall supersede this by-law.

2. Objective of Red Patch Boys

a. Red Patch Boys will support Toronto FC.  It will encourage development of the sport of soccer in the country of Canada.  It will encourage membership in Red Patch Boys and participation in its events.

b. Members are encouraged to actively participate on teams, and other group projects.

3. Directors

a. Powers – The business and affairs of Red Patch Boys shall be managed and supervised by a board composed of two directors who may exercise all such powers and do all such acts and things as may be exercised by Red Patch Boys and are not by the by-laws or the Act expressly directed or required to be done by Red Patch Boys at meetings of the Members.

b. The two directors will also serve as Officers of Red Patch Boys, and be appointed as President and Vice-President.

c. Election and Term – the election of the directors will take place at the first meeting of the members and at each successive meeting where an election is required.  Upon election by the members, each director will serve for a period of two years. Directors may be re-elected, and there is no limit to how many terms a director may serve.

d. Vacancy – If a vacancy occurs in the board, the remaining director will appoint a replacement director to serve until the next regular meeting of the members, who elect a replacement to see out the vacant director’s term.

e. Election Procedure – Where it doesn’t conflict with the Act, the procedure for the Election of Directors will be as follows:

 i. The directors will be elected by-annually at the annual meeting of the Members.

ii. Every member in good standing is entitled to one vote. Members may vote by proxy by completing a proxy form, in a manner and time as set forth by the directors.

iii. A Member is in good standing if he has paid his annual fee, and his membership has not been terminated or suspended by the directors.

iv. All directors must declare their candidacy for election by November 15th, in any year where elections will be held. Directors will declare their candidacy by submitting a letter in writing to the Secretary.

v. The Secretary shall prepare ballots for the voting membership, tabulate and record the votes, notify the candidates of the results, and then notify the general membership of the final tabulations. The election will be conducted at the Annual General Year End Meeting of the Members every second year. In the event of a tie vote for any office, the Secretary shall poll the members of the previous Executive council by secret ballot to resolve the tie.

f. Eligibility – to stand for election as a Director, a member must have served as an Officer, team leader or other position of responsibility or leadership within Red Patch Boys.

g. Indemnity of Directors and Officers – Except as provided in S. 81 of the Act, every director and officer of Red Patch Boys, every former director and officer of Red Patch Boys or a person who acts or acted at Red Patch Boys’ request as a director or officer of a body corporate of which Red Patch Boys is a shareholder, member or creditor and his heirs and legal representatives shall, from time to time be indemnified and saved harmless by Red Patch Boys from and against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administration action or proceeding to which he is made a party by reason of being or having been a director or officer of such corporation or body corporate if,

i.  He acted honestly and in good faith with a view to the best interests of Red Patch Boys; and

ii. In the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

h. In the event that the Act shall require more directors (“Additional Directors”), said Additional Directors shall agree to abide by the decisions of the directors designated as President and Vice-President.

4. Officers

a. The directors will serve as President and Vice-President.  When standing for election as a director, each candidate will declare which Officer position at which he will serve.

b.  The directors will appoint a Secretary, a Treasurer and Membership Team Leader.

c.  Additional Officers maybe appointed by the directors.

d.  Together the Officers may be referred to as the Executive Council.

e.  The Executive Council will oversea the day to day operations of Red Patch Boys, and will make decisions by a collective vote.

f.  Duties of Officers

 i. The President shall preside at all meetings, rule on any questions and points of order.  In addition, the President will have the deciding vote in case of a tie.  Act as a spokesperson for Red Patch Boys unless such responsibilities are delegated.

 ii. The Vice-President shall assist the President in the performance of their duties; perform the duties of the President when the President is absent from meetings.  He/she shall have other duties as assigned.

iii.  The Secretary (also known as the Communications Officer) shall be responsible for administrative affairs of Red Patch Boys.  These duties include but are not limited to, giving notice of all meetings, attend general meetings and keep minutes of such meetings.  Minutes of such meetings are to be read at the next meeting.  Be the custodian of all Red Patch Boys’ records and files.

 iv. The Treasurer shall be responsible for all financial affairs of Red Patch Boys.  These duties include but are not limited to, keeping full and accurate records of all revenues and expenses, presenting a financial report at the Annual General Meeting and other meetings as required, deposit all money, maintain one or more bank accounts in Red Patch Boys’ name.  The Treasurer shall present a financial position update at each members meeting.  In addition, as part of the Annual General Meeting the Treasurer shall present a full Financial Statement for the previous calendar year.

v. Membership Team Leader shall be responsible for all matters relating to the memberships of Red Patch Boys. This includes promotion, administration, applications, fee collection, etc.

vi. Other Officers that may be appointed from time to time shall have their duties set-out upon their appointment by the directors.

5. Membership

a. There are two levels of membership: Regular Members and Honoured Members.

b.  Regular Memberships are open to the general public, but all memberships must be approved by the directors.  The directors may delegate the task of approving members to the Executive Council or an Officer of Red Patch Boys.

c. New Applicants for Regular Memberships shall be made in writing to Red Patch Boys. Applications will be made in a form and manner as designated by Red Patch Boys.

d.  Regular Members retain their status indefinitely, provided they (a) pay their annual membership fee, and (b) their status has not been terminated or suspended by the directors.

e. Each Regular Member shall pay the annual membership fee as designated by the Executive Council.  Failure to pay the annual membership is grounds for termination.

f. The directors may terminate or suspend the status of any member by unanimous vote.  Suspended and/or terminated members are not entitled to any refund of their membership fee.

g. Honoured members status will be designated by the Executive Council in recognition of extended service to Red Patch Boys. Past Presidents will receive immediate Honoured Member status upon retirement. Other Members who have served a minimum of 10 years “active service” will be considered for inclusion by the executive council at its annual season ending meeting. “Active service” shall include participation in Red Patch Boys’ activities, as well as those having made outstanding contributions to the betterment of Red Patch Boys. Special circumstance may allow the board to designate “Honoured Member” to other individuals in unique cases by unanimous decision of the executive.  There will be a limit of no more than 2 honoured members per year.

h. Honoured Memberships never expire, and can only be terminated by a two thirds (2/3) majority vote of the Regular Members.

i. Honoured Members have all the rights and privileges of Regular Members.

j. The Annual Membership fee will be established by a vote of the Executive Council within thirty days of the end of the Major League Soccer season.

6. Meetings

a. Red Patch Boys will hold an Annual General Meeting (AGM).  The meeting will be held at a date, time and place of the Executive Council’s choosing.

b. Members will be given thirty (30) days notification of the date, location and time.  Notification will be give by announcements on Red Patch Boys website.  Members are not entitled to any other type of notification.

c. Additional meetings of the General Membership will be held whenever the Executive Council deems it necessary. Attendance for all Red Patch Boys members meetings is limited to paid members in good standing. Guests are admitted only at the invitation of the Executive Council.

d. Executive council shall strive to hold meetings once a month for the conducting of Red Patch Boys business.

e. Executive Council meetings require the attendance of fifty percent (50%) of the Executive Council.

f. Any member of the Executive Council who is absent from three (3) consecutive Executive Council meetings  without “just cause” could be subject to a vote for removal from the Executive Council.

g. All meetings shall be conducted in the manner of and following the rules of order according to parliamentary procedure.

h. A two thirds (2/3) majority vote is needed to pass any motions.  The annual budget will require a simple majority of the members’ vote.

i. Special General Meetings may be called by the Executive council by its own motion.  All members shall receive fourteen (14) days notice of the date, time and location of a Special General Meeting.  Only the business for which a Special General Meeting has been called for will be dealt with, except with the unanimous consent of the voting members present.

j. Any meetings of the general membership require a minimum of fifty (50) members present, and fifty percent (50%) before any vote can be held.  For the purposes of this section, members who have submitted a proxy form are considered present at the meeting.

7. Discipline

a. All matters of discipline will be under the jurisdiction of the Executive council.

b. Any Executive council member or Team Leader has the right to ask anyone causing trouble of any kind within Red Patch Boys boundaries to leave the function and maybe considered “unwelcome” until notified of any disciplinary actions after a meeting of the Executive council.  The member will be notified to attend a disciplinary meeting.  Red Patch Boys boundaries include but are not limited to: Away trips, Tailgates, Group Marches, Pub nights and social events.

c. Racism, homophobic, or other negative prejudice, violence and violation of stadium, municipal, provincial or federal law is not condoned by Red Patch Boys.  Participation in these activities will result in disciplinary actions and can lead to expulsion from the group.

d. All guests to Red Patch Boys events shall be subject to the same rules in this section.

8. Amendment

a. All proposed amendments to the by-law shall be forwarded in writing to Red Patch Boys no later than December 31 of the year prior to the Annual General Meeting or fourteen (14) days prior to a Special General Meeting called for that purpose.

b. Amendments to the by-law will require a two thirds (2/3) majority of the members’ votes present.