ONTARIO PROVINCIAL FOOTBALL LEAGUE CONSTITUTION AND BYLAWS Revised November 30, 2020

CONSTITUTION

NAME 1. The name of the society is the “ Provincial Football League”, henceforth referred to in this document as the “OPFL” 2. The Head office of the League is at 830 Cataraqui Woods Drive Kingston, ON K7P 2P7

OBJECTIVES The Objectives of the league are: 1. To promote and encourage the game of youth community football, for tackle, touch and flag groups and in connection therewith to encourage improvement in physical, educational and scholastic standings and standards 2. To promote and foster co-operation, sportsmanship, and good relationships between all member bodies playing youth football 3. To promote and foster co-operation and good relationships with the CFL, OFA, OUA, CIS, CJFL, all Junior and Senior Leagues, all High Schools and minor football organizations. 4. To provide the guidelines, structure and support for football played throughout Ontario. 5. Provide one league, tiered for all teams to play within their appropriate playing level to foster the development of players at all levels and promote the enjoyment the game. 6. To operate the league in a businesslike manner. 7. To conduct its affairs in accordance with the "Canadian Amateur Rule Book for Tackle Football" as established and amended from time to time by Football .

The guiding principles of the OPFL: 1. The player – To act on the best interests of what is best for the player. The player will be at the forefront of the league actions. 2. Competition – Strive to create and foster an equally balanced and competitive environment for all teams and participants involved. 3. Sportsmanship – Promote and foster an appreciation and respect for all participants. Members will be encouraged to place the utmost value on sportsmanship principles. 4. Simplification – Provide the members with simplified administrative policies and processes.

DISTRIBUTION The Constitution will be available electronically in PDF format to all Members and non-members alike. It will be available on the OPFL official website.

BYLAWS

ARTICLE 1 - DEFINITIONS & INTERPRETATIONS 1. DEFINITIONS a) “Bylaws” refer to the rules and regulations of the league. b) “Constitution” refers to the organizational set up, executive make up and procedural make up of the “OPFL” c) “Executive Council” refers to the elected individuals who serve to organize, legislate and uphold the constitution and bylaws of the league – as described in Article 3 of the Bylaws. d) “Members” refer to the Club Centers, Governors, League Executives, as described in Article 2 of the Bylaws. e) “Club Centers” refers to the collection of teams operating by one group under one branded name. f) “League” refers to the make up of the Executive Council and all members of the Ontario Provincial Football League g) “Team” refers to a football team organized to participate in the league during the season, as designated by the executive. h) “Team Voting Group” refers to representatives of each team who will vote at the Annual General Meeting and Special Meetings. i) “Coaches Council” refers to the head coaches of each team who will advise and give recommendations to the Executive Council concerning the management of the league. j) “OFA” refers to the Ontario Football Alliance. The recognized Provincial Sport Organization (PSO) governing body. k) “FC” refers to Football Canada, The recognized National Sports Organization (NSO) governing body. l) “OPFL” refers to the Ontario Provincial Football League m) “AGM” refers to Annual General Meeting. n) “OFL” refers to the Ontario Football League o) “Special Meeting” refers to a meeting specifically addressing issues of a Constitutional or By- Law matter

2. INTERPETATION In the Constitution and By-Laws of the OPFL, the singular shall include the plural and the plural, the singular, the word "person" shall include firms and corporations, and the masculine shall include the feminine. Whatever reference is made to any statute or section thereof; such reference shall be deemed to extend to apply to any amendment or to re-enactment of the said statute or section.

ARTICLE 2 - MEMBERSHIP

1. FOUNDERS a) Founders are Mike Circelli, Richard Karikari, Bert McCallum, Glen Mills, Sean O’Neill, Alexandra Reyes-Walsh.

b) The original Founders will be granted the privilege to approve any new teams into the Ontario Provincial Football League. Each founding member will have one vote and a majority of votes will be required to approve a new team. c) If a Founding member leaves the OPFL, or is found not in good standing they will forfeit their vote. The vote will not be replaced. d) One Founder will be selected to represent the Founders Council at the Executive Council. e) the Executive Council will have the duty to legislate and uphold the Constitution and Bylaws of the league as well as ensure that the integrity of the league is protected. f) Founders will meet (4) times per calendar year, or when business warrants. The meeting may be in person, telephonic, or by electronic means.

2. ADMISSION OF MEMBERSHIP a) Submission of an application for membership must be submitted to the Founders with a completed OPFL approved request for membership form. b) The Founders will review all applications and rule on acceptance into the OPFL. c) The Founders may, at their discretion, set forth probationary clauses for any newly approved applicant. d) Club Centres applications located within a 50 km radius (city hall/town centre administration) of a current member will require the impacted current member to provide an impact statement. The affected member will be part of the application discussion. This includes both Premier and Regional Rep centres

3. MEMBERS a) The membership of the league is comprised of all Club Centers and their Club appointed Governors, the Executive Council, both elected and/or appointed, and the Founders. b) Club Centers must be members in good standing. Members must have all fees and financial duties up to date in order to have any voting privileges. c) Members have a duty to comply with the Constitution, By-Laws, Administration Rules and the processes of the OPFL. d) A Club Center will cease to be a member in good standing of the OPFL, i. on providing written notice to the OPFL of its withdrawal; ii. on dissolution of its Club Center; iii. for not paying any applicable fees by established deadlines of the Executive Council; iv. A Club Center can be expelled from the OPFL by a resolution at the AGM for just cause. v. The notice of resolution for expulsion must be accompanied by a brief statement of reasons for the proposed Club Center expulsion. vi. The Club Center Owner or President whose team is the subject of the resolution for expulsion shall be given an opportunity to be heard at the AGM before the resolution is put to a vote. vii. Expulsion of a team from the OPFL shall require the approval of two-thirds of the votes cast at the AGM. e) PREMIER LEAGUE DIVISION: All Club Centers must declare entering into each division of the OPFL to the Executive Council at the AGM so that a schedule can be developed. f) REGIONAL AA/A DIVISION: All Club Centers must declare the teams entering into each division of the OPFL to the Executive Council by April 1st so that a schedule can be developed. Any team that removes itself from the division after April 1st will forfeit the team fee as a financial penalty. g) All Club Centers entered into the “Premier League” must fully support the OPFL Premier League as their number one league. Club Centers at the Premier League levels will field a team in the OPFL Premier League, any secondary teams at any age level will be entered in the Regional Rep. Divisions prior to fielding a team at any corresponding level in any other league.

h) Club Center representative serving as an Executive on any other League Board, cannot act as the Club Center's representative with the OPFL.

4. MEMBERSHIP FEES a) The Executive Council shall determine registration fees for the league. b) Registration fees shall be payable in full prior to participating in any activity associated with the league.

5. MEMBERSHIP MEETINGS a) The Annual General Meeting of the OPFL shall be held no later than the last day of November of each year. All members as described in Bylaw Article 2.3.a. may attend the Annual General Meeting. All members are expected to be represented at the Annual General Meeting in person. b) A Special Meeting, to address Constitutional or By-Law matters, can be called at any time by 50 percent of Club Centers or by the Executive Council. The time and location of the Special Meeting shall be agreed to by a majority of the Executive Council and must be held no later than 14 days after the meeting is called. c) The Annual General Meeting, and all other meetings called, including Special Meetings, may be held in person, or via telephonic or any electronic means. Any person entitled to attend a meeting of the members may participate in the meeting by telephonic or electronic means that permits all participants to communicate adequately with each other during the meeting if such means are available. A person so participating in a meeting is deemed to be present at the meeting. d) The Annual General Meeting or Special Meetings requires a quorum of 25% of members to be present, either in person or by proxy. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting. e) The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the Club directors and such other persons who are entitled or required under any provision of articles or by-laws of the OPFL to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members. f) Each Club Center or Governor may appoint a delegate or proxy to represent him at an AGM or Special Meeting g) Whenever possible, as warranted by the matter to be discussed and at the discretion of the Executive Council, a telephone, email or other electronic poll using the same voting rules employed for an AGM or Special Meeting may be used to conduct a vote. Immediately after the result of the poll is known, the information is to be conveyed in writing to members by mail, email or fax. h) All motions, appeal verdicts and rules will require a majority approval before being instituted or passed by the Executive Council. All abstained votes are not counted as a yes or no vote and are to be removed from the total votes cast in determining majority. i) A two-thirds majority is required when amending or adding to the Constitution. j) Abstained Votes, will always be counted as a voided vote and percentages will be calculated without the abstentions being considered. k) Prior to each AGM, an official agenda shall be assembled by the Executive Vice-President and distributed by mail, email or fax to all members no less than 7 days before the meeting. The official agenda shall adhere to the following Order of Business: i. Verification of the Voting Delegates ii. President's Address iii. Adoption of the Minutes of the Annual Meeting from the previous year and any Special Meetings from the previous year.

iv. Executive Vice-President's Report v. Treasurer's Report vi. Secretary’s Report vii. Auditor's Report viii. Correspondence ix. Amendments - Notice of Motion x. General Business xi. Election of Officers

6. RULES OF ORDER a) The following shall regulate all meetings of the OPFL, including AGM and Special Meetings and all council meetings: i. The official agenda shall be the order of the day. ii. All changes to the official agenda must be approved by two-thirds of the members in attendance. iii. No motion shall be received unless properly moved and seconded. No motion shall be open for discussion until permitted by the Speaker or Chair of the meeting. iv. Except for motions requiring a special majority pursuant to the Constitution, By-Laws, or at law, all motions shall be decided by a majority of votes cast. When the Speaker or Chair is required to exercise his right to vote on any question before the meeting, he shall be at liberty to explain his vote. Any resolution or vote on which there is an equality of voters in consequence of the presiding officer's vote, shall be deemed to fail. v. No delegate shall speak twice on the same motion without permission of the Speaker or Chair or until every delegate wishing to speak has spoken once, with the following exceptions: vi. The mover of the motion may reply to speakers; and vii. Anyone able to address to a point of information, at the discretion of the Speaker or Chair, may respond. viii. A delegate wishing to speak or submit a motion shall raise his hand and, once recognized by the Speaker or Chair, shall give his name and team before speaking. In speaking, a delegate shall respectfully address the Speaker or Chair and shall confine his remarks to the motion under debate. The delegate shall not be interrupted except upon a point of order. Non-delegates may be permitted to speak at the discretion of the Speaker or Chair. ix. No amendment to a motion shall be in order after amendment to the amendment. x. When a motion is under debate, no other motion shall be entertained except to lie on the table or to amend the motion under debate. All motions shall take precedence in the order named. xi. No amendment that substantially changes the subject of the motion under debate shall be in order as an amendment to, or a substitution for, the motion under debate. xii. After the motion has been introduced by the Speaker or Chair it becomes the property of the OPFL but may be withdrawn by the mover at any time prior to amendment, unless the withdrawal is objected to by a delegate. xiii. There shall be no debate upon any question after it has been put by the Speaker or Chair. xiv. When a vote is called, other than to elect an Elected Official, it shall be taken by each delegate holding up his right hand. The Speaker or Chair shall declare the vote on all questions. Should his declaration be disputed, he may require the delegates voting "Yea" or Nay" to rise and stand until he finishes counting the number voting for or against the motion. xv. The Speaker or Chair shall hold a ballot vote when required to by the Constitution or By-Laws, by motion of the delegates or when otherwise desirable.

xvi. The Speaker or Chair has the authority to limit the length of time a speaker has the floor to five (5) minutes. xvii. Should a question be raised that only affects one division, the Speaker or Chair may restrict speakers and voting to the Club Centers, Governors, and Executive Council representing that division.

7. VOTING PRIVILIGES a) Members must have all fees and financial duties paid up to date in order to have any voting privileges; b) Club Centers will have one vote per team entry to a maximum of 3 votes. c) Club Centers will select one delegate to exercise their assigned votes in a voting-block format. For example; a Club Center with three assigned votes must use these votes to support one voting option and may not split their voting-block; d) Founders will have Tenure Votes. The Tenure Votes are valid for the AGM and all Special Meetings; e) Executive Council members will have one vote as noted by their Executive Office position. f) Special Advisors and those in appointed positions not outlined in Article 3 will be recognized as non-voting members. g) Tenure Votes will be assigned in the following format. i. Founders receive 2 Tenure Votes. ii. After one full year, and each subsequent year period, Club Centers will receive 1 additional Tenure Vote for each full year participation, up to a maximum of three votes. h) Premier Clubs will forfeit votes for all three age groups if folding any team after the Premier Division commit deadline.

8. PROXY VOTING a) A “proxy” means an authorization by means of which a member has appointed a proxyholder to attend and act on the member’s behalf at a meeting of the members. This can be in person, or by telephonic, or electronic means. b) Every member entitled to vote at a meeting of the members may by means of a proxy appoint a proxyholder as the member’s nominee to attend and act at the meeting in the manner, to the extent and with the authority conferred by the proxy. c) A member may assign their proxy vote to any member in good standing as outlined in Article 2.3 d) A proxy must be signed by the member, or submitted electronically via text or email from the members on file phone number or email address, and delivered or sent to the Secretary a minimum of 24 hours prior to the announced start time of the meeting. e) A proxy must state to whom the proxy will be held and used by. f) A proxy is valid only at the meeting for which it is given or, if that meeting is adjourned, at the meeting that continues the adjourned meeting. g) A member may revoke a proxy, by a revocation that is signed by the member or by the member’s attorney; or in any other manner permitted by law h) The revocation must be received, i. at the registered office of the OPFL at any time up to and including the last business day before the day of the meeting or, if the meeting is adjourned, of the continued meeting, at which the proxy is to be used; or ii. by the chair of the meeting on the day of the meeting or, if it is adjourned, of the continued meeting. i) The Executive Council shall send, or otherwise make available, a form of proxy to each member who is entitled to receive notice of the meeting concurrently with or before giving notice of the meeting.

j) A person who is appointed a proxyholder shall attend in person, or cause an alternate proxyholder to attend, the meeting in respect of which the proxy is given and shall comply with the directions of the member who appointed the person. k) A proxyholder or an alternate proxyholder has the same rights as the member who appointed him or her to speak at a meeting of the members in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one member, to vote at the meeting in respect of any matter by way of a show of hands.

ARTICLE 3 - EXECUTIVE COUNCIL

1. The Executive Council is the sole authority for the interpretation of the Constitution and Bylaws and the decisions of the executive upon any question of interpretation or upon matters affecting the league shall be binding on all the members of the league. a) The Executive Council shall meet once a month during the year when business warrants. b) The Executive Council shall have the power to fill vacancies which may occur in its number until the forthcoming AGM. c) Any elected Executive Council Member that continues to hold a Club Center position such as President, Owner, Governor or Head Coach must recluse themselves in all matters regarding league disciplinary matters pertaining to all Club Centers players, coaches etc. This should further apply to any direct dealings with league officials and/or organizations where there be any question of a conflict of interest. d) A notation in minutes is to be recorded when c) is exercised. e) The OPFL Executive Council shall also have the power to deal with cases which are not otherwise provided for or covered by the OPFL Constitution, By-Laws, Rules and Administration processes. f) Abstained Votes will always be counted as a voided vote and percentages will be calculated without the abstentions being considered. g) Sixty percent of the Executive Council must be present to constitute a quorum to conduct league business. In the event of motions that end in a tie vote, the motion shall be defeated. h) All recommendations or proclamations from the OPFL Executive Council should be considered as unanimous. If the recommendation and/or proclamation was not reached by a unanimous vote, an Executive Exception shall be noted. Members will be made aware that not all members of the Executive Council saw the issue the same way. i) The Executive Council will decide the number of teams and any team boundaries which will exist for any given season and age division.

2. OFFICERS a) An Executive Council member must be at least 18 years of age. b) Executive Council members shall be elected at the Annual General Meeting by simple majority. c) The term of an elected Executive Council member shall commence following the Annual General Meeting and will be for a two-year period as outlined in Terms of Elected Officers Bylaw Article 3.4 d) The Executive Council may appoint executive members to vacant positions not filled at the Annual General Meeting. The term of an appointed executive member shall be to the next scheduled AGM. e) The office of an executive member shall be automatically vacated if: The person resigns by delivering a written letter of resignation to the Executive Council. f) No Elected Officer shall be remunerated for being or acting as an Elected Officer. Elected Officers shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the OPFL.

g) Upon election or appointment an individual would comply with the request to make an application for a record check at their respective municipality police department within 30 days of election or appointment. The cost of this would be covered by the OPFL. h) If an Elected or Appointed member chooses not to comply it would be within the Executive Councils authority to notify the Club Centers immediately and remove the Elected or Appointed individual, in writing, at such time. i) A returned negative report would require the Executive Council to review and ask for the Elected or Appointed member's resignation immediately. The President would advise the Clubs of the action immediately. In the event of a refusal to resign by the Elected or Appointed individual an emergency meeting of the Club Centers would be convened to render a final resolution. j) Upon Election or Appointment to the Executive Council individuals will be required to read and review the OPFL Policy of "Code of Ethics and Code of Conduct" and the "OPFL Code of Professional Conduct" and be required to sign a statement agreeing to abide by the provisions in the policies and uphold these Policies without reservation as a condition of their Elected or Appointed duties. This signed document will remain on file with the Secretary of the OPFL.

3. THE FOLLOWING SHALL CONSTITUTE THE ELECTED OFFICERS OF THE OPFL a) PRESIDENT. The President will be unaffiliated with any Club Center. The position includes being an OPFL signing officer. He will represent the league in all inter-league contact. The president is a voting “Member” of the OPFL. The President may only exercise his Council vote during Executive Council meetings when there is a tie vote. The President may assemble Special Advisors to support and guide the Executive Council. b) EXECUTIVE VICE-PRESIDENT. The Executive Vice-President is a voting “Member” of the OPFL. He will preside at meeting of the Executive Council and General Meetings. The Executive Vice- President is responsible for league matters relating to players, coaches, governors, scheduling, teams, matters pertaining to game play, development, and rules adherence. The Executive Vice- President will Chair the “Competition Committee” as well as oversee the Divisional and Regional Directors, Player Development, Coaching Development, and the High Performance Councils. The Referee-In-Chief will report to the Executive Vice-President. c) TREASURER. The Treasurer shall have custody of the books of account and accounting records of the OPFL. The Treasurer must keep these books and records in a manner acceptable to the Executive Council and shall at all times be open to inspection by the Club Centers. The Treasurer shall prepare and submit a summary report of the financial statement quarterly showing the financial position of the OPFL. The Treasurer shall provide an annual report at the AGM showing, the receipts and disbursements, the accounts receivables and payables. He shall provide a written report at the AGM, oversee the financial aspects of the activities performed by any member of the OPFL charged with accepting or depositing funds on the behalf of the OPFL, and perform any other duties as may be required by the Executive Council. The Treasurer may require members of the OPFL to provide any information necessary to perform the above duties. All financial statements or summary must be made available to associations electronically at least 14 days before a meeting and/or on a quarterly basis. The Treasurer has signing authority. The Treasure is a voting “Member” d) REGISTRAR. The Registrar shall oversee the Club Center, Players, Coaches, and Volunteers Registration Process. The Registrar will perform registration audits as necessary and will have access to all Club Centres personnel information in accordance with established Privacy policies. The Registrar is a voting “Member”. The position of Registrar will be appointed by the Executive Council for a one year term expiring at the AGM. e) SECRETARY. The Secretary has signing authority. The Secretary is a voting “Member”. The Secretary is responsible for ensuring that the Executive Council fulfills all duties and responsibilities assigned to it by the Constitution, By-Laws and Administration Processes. The Secretary shall have custody of the official records of the OPFL, including the insurance documents and all official correspondence, keep the official record of all meetings of the Executive Council, mail, email or otherwise send copies of the official records to all members of the respective

councils, maintain records pertaining to Club Centers, give notice of all meetings in the manner prescribed by the Constitution and perform any other duties as may be required by the Executive Council. All minutes to the Executive Council meetings shall be published in a timely manner subsequent to every meeting. The secretary will have ownership and be the guardian of the Constitution, Bylaws, Administration Rules, Game Rules, and League Policies. The Secretary will oversee the Website, Social Media, Public Relations and Media Relations personnel. f) REGIONAL DIRECTORS(S). The number of Regional Directors will be determined yearly by the number of teams involved and appointed by the Executive Council as required. The position is assigned a “Members” vote and is assigned on a yearly basis as required. The Regional Director is the advocate for assigned Club Centers to their region. The Regional Director will communicate and assist Club Centers with their interaction with the Executive Council. The Regional Director will participate in any league matters regarding his assigned centers. g) FOUNDERS REPRESENTATIVE. The position will be dedicated to represent the founders in Executive Council Meetings. The Founders Council representative may select an alternate Founders Council member to attend Executive Council meetings in his/her absence. The position will report back to the Founders and be the main source of information between the Executive Council and Founding Members. The position is a voting position.

4. TERMS OF ELECTED OFFICERS: a) The term of Elected Officers shall be two (2) years. b) Elected Officers are limited to two full consecutive terms. c) The Elected Office of "Treasurer" and "President" terms will end after the AGM in calendar years ending in an ODD number. d) The Elected Office of "Executive Vice-President" and "Secretary" terms will end after the AGM in calendar years ending in an EVEN number. e) A retiring Elected Officer shall be eligible for re-election. If no successor is elected, the person previously elected or appointed continues to hold office subject to their acceptance. f) If there is only one (1) candidate for a position, the election may be held by acclamation. If there are two (2) or more candidates for a position, the election shall be held by ballot. g) If an Elected Officer resigns his office or otherwise ceases to hold office, the remaining Executive Council may appoint a person to take the place of the former Elected Officer. Such an appointed Elected Officer holds the office only until the election at the next AGM of the OPFL but is eligible for re-election. The appointment to the vacant Executive Council position, however caused, shall be filled by an election at the next AGM and the person so elected to fill the position shall serve the remainder of the positions unexpired term. h) All elections for OPFL Executive Council shall require a 50% plus 1 vote when more than 2 persons are running for the same position. Failure to receive a 50% + 1 vote - person receiving the lowest number votes will be dropped off the ballot and vote is redone until 50% + 1 vote is achieved. i) All persons seeking to run for any OPFL board position shall submit their intention in writing to run 30 days prior to the OPFL AGM to the Secretary of the OPFL. j) An Executive Council member(s) may be removed before the expiration of his term, for just cause, by special resolution presented at the AGM or a Special Meeting. k) All members of Council shall: Act honestly, in good faith and in the best interest of the OPFL at all times while exercising their powers and performing their functions as members of the Council, and exercise the care, diligence and skill of a reasonably prudent person in exercising their powers and performing their function as members of the Council. l) Nothing in any contract, the Constitution, By-Laws, and Policies or circumstances of his appointment relieves a member of the Council from: i. the duty to act in accordance with the law, ii. a liability that by virtue of a rule of law would otherwise attach to him in respect to negligence, default, breach of duty, or breach of trust of which he may be guilty in relation

to the OPFL, notwithstanding Article 7 provisions. iii. All members of Council shall: Act honestly, in good faith and in the best interest of the OPFL at all times while exercising their powers and performing their functions as members of the Council, and iv. Exercise the care, diligence and skill of a reasonably prudent person in exercising their powers and performing their function as members of the Council.

5. COMMITTEES a) The Executive Council may constitute any committee deemed necessary for the effective management of its operations and affairs. The Executive Council shall also prescribe the duties of these committees. b) The Executive Council shall appoint members and the Chair of each committee. Committee members are not required to be Executive Council members. c) Each committee will regulate their particular meetings. A majority of the committee must be present to constitute a quorum for binding decisions. A majority of votes is required to pass resolutions. In case of equal votes, the motion or resolution is defeated. d) The Executive Council shall appoint a Disciplinary Committee comprised of President, Founder, representative from the opposing conference or from an independent club for AA (if there is only one conference).

6. CONFLICT OF INTEREST Disclosure A member of Council or Committee who has, directly or indirectly, any interest in a proposed contract or transaction to which the OPFL is a party shall fully and promptly disclose in writing the nature and extent of that interest to all Elected Officers

7. ACCOUNTABILITY A member of Council or Committee who enters into, or performs a contract or transaction for the OPFL shall account to the OPFL for any profit the member made or will make in consequence unless: a) prior to the creation or performance of the contract or transaction he discloses his interest to the Elected Officers; b) after his disclosure the proposed contract or transaction is approved by the Executive Council; and c) he abstains from voting on the approval of the proposed contract or transaction; or,

d) subsequent to the creation or performance of the contract or transaction he discloses the nature and extent of his interest to the Elected Officers; and e) The Executive Council certifies that the contract or transaction was reasonable and fair to the OPFL at the time it was entered into. f) A member of Council or Committee with any direct or indirect interest in a proposed contract or transaction to which the OPFL is a party shall not be counted in the quorum and may not vote for any resolution or decision at a meeting of the Council or Committee considering or approving the contract or transaction.

ARTICLE 4 - FINANCES

1. The fiscal year of the league shall terminate on the 30th day of September in each year. 2. The bank accounts of the league shall be kept in such bank or banks, trust companies or other depositories as determined by the Executive Council.

3. Cheques on the bank accounts of the league shall be drawn by such Officers as designated by the Executive Council, but by at least two separate Officers one of whom being the Treasurer. 4. The Members shall, at each AGM, appoint a public accountant to conduct a financial review engagement of the League for a report to the Members at the next AGM. The public accountant shall hold office until the next AGM. The Executive Council may fill any casual vacancy in the office of auditor. The Executive Council shall fix the remuneration of the public accountant. Members can pass an ordinary resolution to require an audit instead. 5. Each Executive Council, officer and committee member must provide full financial disclosures including all invoices, receipts and other documents including, but not limited to cash flow into and out of the Ontario Provincial Football League to the auditor/ public accountant. 6. All cheques issued by the OPFL must be signed by the Treasurer and either the President or the Secretary. The signatures of any such authorized signatory shall be cleared at the bank immediately following their taking office or their being so authorized by the OPFL Executive Council. Financial expenses greater than $5000.00 not included in budget must be approved by the members. 7. The Treasurer must keep the books and records in a manner acceptable to the Executive Council and shall at all times be open to inspection by the Club Centers and Founders. The Treasurer shall prepare and submit a summary report of the financial statement quarterly showing the financial position of the OPFL. 8. EXECUTION OF CONTRACTS; 9. Contracts, documents or instruments in writing requiring execution by the league must be signed by at least two Executive Officers of the league, one of whom being the Treasurer. All contracts, documents or instruments so signed shall be binding upon the league. 10. No more than $10,000 to be carried over from year to year.

ARTICLE 5 - LEGAL COUNSEL 1. At each AGM, the members shall appoint legal counsel to hold office, provide legal advice and fulfil other duties as from time to time may be requested by members and Officers until he is reappointed or his successor is appointed at the next AGM

2. The legal counsel, a) shall be appointed or removed by a resolution; b) shall be informed in writing of his appointment or removal; c) shall not be an Officer, Staff or otherwise be associated with the OPFL; d) may attend AGM and Special Meetings upon request; and e) may request to attend Executive Council meetings.

ARTICLE 6 – LIABILITY 1. No member shall be held personally liable for any damage, injury or loss suffered by any person, corporation, trust, association, club or other entity as a result of any direct or indirect action or omission of the OPFL or of anyone acting on behalf of the OPFL. No member is authorized to act on behalf of the OPFL without the formal consent of the OPFL, granted by a majority vote by the Executive Council. Any member or person purportedly acting on behalf of the OPFL without necessary authorization does so strictly at his own risk and liability. 2. Every Club Center Member, Governor or Officer of the OPFL or other person who has undertaken or is about to undertake any liability on behalf of the OPFL or any company controlled by its and their

heirs, executors and administrators, and estate and effects, respectively shall from time to time, be indemnified and saved harmless out of the funds of the OPFL, from and against, a) all costs, charges and expenses whatsoever which such Club Center Member, Governor or Officer or other person sustains or incurs in or about any action, suit or proceeding that 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 or in respect of any such liability; b) all other costs, charges and expenses that he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his/her own act, neglect or default if such act, neglect is both wilful and wrongful. 3. No Club Center Member, Governor or Officer for the time being of the OPFL shall be liable for the acts, receipts, neglect or defaults of any other Club Center or Governor or Officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the OPFL through the insufficiency or deficiency of title to any property acquired by order of the Executive Council for or on behalf of the OPFL or for the insufficiency or deficiency of any security in or upon which any of the monies of or belong to the OPFL shall be placed out or invested or for any loss or damage arising from bankruptcy, insolvency, or fortuitous act or any person, firm or corporation including any person, firm or corporation with whom monies, securities or other assets belonging to the OPFL of for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his/her respective office or trust or in relation thereto unless the same shall happen by or through his/her own act, neglect or default if such act, neglect or default is both wilful and wrongful.

ARTICLE 7 - IDEMNIFICATION

1. Will Indemnify - The League will indemnify and hold harmless out of the funds of the League each Director, Officer, and any individual who acts at the League’s request in a similar capacity, their heirs, executors and administrators from and against any and all claims, charges, expenses, demands, actions or costs, including an amount paid to settle an action or satisfy a judgment, which may arise or be incurred as a result of occupying the position or performing the duties of a Director, Officer or and any individual who acts at the League’s request in a similar capacity.

2. Will Not Indemnify - The League will not indemnify a Director, Officer, or any individual who acts at the League’s request in a similar capacity for acts of fraud, dishonesty, bad faith, breach of any statutory duty or responsibility imposed upon him/her under the Act. For further clarity, the League will not indemnify an individual unless: a) The individual acted honestly and in good faith with a view to the best interests of the League or other entity, as the case may be; and b) If the matter is a criminal or administrative proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful.

ARTICLE 8 - AMENDMENT OF BYLAWS

1. An amendment to the Constitution or By-laws, except for those made under section 4 of this Article, may only be made at an AGM or Special Meeting and must be approved by a majority of the votes cast in respect of such amendments. Notice of any proposed amendment must be filed with the President and Secretary in writing no less than thirty (30) days prior to the AGM. The Secretary shall then forward by mail, email or fax a copy of the proposed written amendment, with the author of the proposed amendment to be omitted, to each voting member no later than 14 days before the

AGM. Amendments passed and carried shall come into effect at the conclusion of the Meeting at which they are passed. 2. An amendment may be proposed by Members in good standing, the Executive Council, or Founders. 3. At an AGM or Special Meeting, the Executive Council may propose a resolution to experiment with rules or procedures that differ from those contained in the Constitution or By-Laws. No experiment established by such a resolution may continue for more than two (2) years after its adoption, and all experiments are subject to annual review by the Executive Council and Members. In order to be adopted, the resolution must be approved by a majority of the votes cast. Any rules or procedures in the Constitution or By-Laws that are contrary to the experiment are suspended while the experiment is in progress. Once the time period for the experiment has expired, unless an amendment to the Constitution or By-Laws is passed to adopt the experiment, the resolution shall be of no further force and effect, and the suspension of any rules or procedures in the Constitution or By-Laws shall be removed

4. Amendments to the Constitution or By-Laws required for the following reasons shall be considered housekeeping and may be made as a matter of course by the Secretary, unless the change is in any way substantial or alters the intent of the Constitution or By-Law: a) When a position or organization referred to in the Constitution or By-Laws has undergone a name change, become defunct, or otherwise no longer exists; b) To renumber clauses as required by amendments made pursuant to section (a) of this Article; and c) To correct minor grammatical or spelling errors.

ARTICLE 9 - NOTICES 1. Any notice to be given to any Member, Executive member, Founder or auditor shall be served either personally, by mail, or email to the last known address recorded by the league. 2. Notification of Executive Council Members will not be considered to have been given via email, unless an acknowledgement has been received that the email has been seen.

ARTICLE 10 - DISSOLUTION 1. The League may be dissolved in accordance with the Article 10.2 2. Assets - Upon the dissolution of the League, any funds or assets remaining after paying all debts will be distributed to the Club Centers in an equitable manner.

ARTICLE 11 - APPEALS & PROCESS 1. Appeals to articles of the Constitution and By-laws are to be submitted to the Executive Council. 2. The Executive Council will convene and review the application of appeal of the Constitution and By- law article submission; a) The Executive Council will issue a ruling, or b) The Executive Council upon review may forward the submission for review at a Special Meeting of the Executive Council and Club Centers as per guidelines for meetings, or c) The Executive Council upon review may defer the issue for discussion at the next AGM, or d) The Executive Council upon review may rule the submission is governed by an existing Article or may not be applicable to the Constitution and By-law governance. 3. Appeals to Administration, Playing Rules, and Policies are governed by the Executive Council and described in the Administration guidelines.

ARTICLE 12 - GENERAL 1. The Constitution or By-Laws are intended to serve as guides. They cannot cover all situations that may arise. The President and the majority of the Executive Council may, at a AGM or Special Meeting, interpret and decide to the best of their judgment, taking into account all the circumstances surrounding the situation and prior decisions regarding similar situations, any matter pertaining to any and all clauses contained in the Constitution or By-Laws. Their decision shall be final. 2. Any member who fails to uphold the rulings and enforce the decisions of the OPFL may face supplementary discipline, or otherwise be deemed to not be in good standing by a majority vote of the Executive Council. 3. Error or Omission in Notice: No error or omission in giving notice of an Annual or Special Meeting or any adjourned meeting, whether Annual or Special, of the OPFL shall invalidate such meeting or make void any decisions made at such meeting. Voting delegates may at any time waive notice of any such meetings and may ratify, approve and confirm any or all proceedings made at such meetings. For the purposes of sending notice to any delegate or officer for any meeting or otherwise, the contact information of any voting delegate or Officer shall be their last address, email address or fax number recorded on the books of OPFL. Delegates and Officers are solely responsible for ensuring that the OPFL has their current contact information.

ARTICLE 13 – CLUB CENTERS OF THE OPFL The following will be Club Center Members of the OPFL

TEAM NAME CLUB CENTER OWNERSHIP Brantford Bisons Brant & District Football Club Burlington Stampeders Burlington Minor Football Association Cambridge Lions Cambridge Minor Football Association Clarington Knights Clarington Minor Football Association Durham Dolphins Durham Dolphins Football Club Essex Ravens Essex County Ravens Football Club Etobicoke Eagles Etobicoke Eagles Football Club Guelph Jr. Gryphons Guelph Minor Football Association Hamilton Varsity Tiger Cats Hamilton Football Association Jr. Gael’s Jr. Gael’s Football Club London Jr. Mustangs London Jr. Mustangs Football Club Mississauga Warriors Mississauga Warriors Football Club Niagara Spears Niagara Varsity Football Club North Bay Bulldogs North Bay Bulldogs Football Club North Halton Crimson Tide Halton Hills Minor Football Association Orangeville Outlaws Orangeville Outlaws Football Club Jr. Gee-Gees Orleans Minor Football Association Ottawa Sooners Peterborough Otters Kawartha Football Club Scarborough Thunder Scarborough Minor Football Association Sudbury Spartans Football Club TNT Express TNT Express Football Club Toronto Jets Toronto Jets Football Toronto Jr. Argos Toronto Jr. Argonauts Vaughan Rebels Vaughan Football Association Waterloo Predators Waterloo Region Minor Football Association

Woodstock Wolverines Woodstock Wolverines Football York Region Lions Football Association