In 2002, the technical director (Bob Maltman) prepared a document about the unification between the Austria and Capitals Soccer Clubs.

Unification Update….keeping you informed

Introduction

Prior to Christmas, two meetings had been held to focus upon the principles of player and coaching development. These meetings were a key step in the process and emphasized the importance of developing a technically driven system in the establishment of an effective soccer program. On Friday, February 15, a productive working session was held between executive members of the Austria and Capitals soccer clubs. The aims of this session were:

• To openly discuss the advantages and challenges in the unification of our two systems.
• Develop a framework for an on-going series of discussions based upon minimizing the challenges of unification.

Over the course of the 4-hour meeting, the efforts and participation of all generated the following advantages and challenges to discuss.

Advantages of Unification Key advantages identified:

1. Larger pool of volunteers
   1. Less duplication of services.
   2. More people to help with club activities (i.e. tournament)
   3. More people for marketing and working with community association.
2. Technical direction leading to better coaching and players.
3. More funding for the club due to a larger player base.
   1. Greater buying power.
   2. Shared fundraising.
4. Larger pool of players and parents
   1. Children playing where qualified.
   2. Fewer decisions as to whom you play for.
   3. Removal of rivalry within zone.
   4. Reduced number of players that need to be released.
   5. Stronger Division I and Division II players.
   6. Improved neighbour relations.
   7. Car-pooling opportunities.

Challenges

For those familiar with group dynamics, it is obvious that challenges exist when bringing two systems together into one unified voice. The February 15th meeting permitted the group to identify such challenges and provide a focus for future sessions.

Challenges identified were:

1. Philosophy of each club
   1. Not knowing each other’s system with regard to:
      1. i.    Registration fee structure.
      2. ii.    Coaching qualification
      3. iii.    Technical director funding
      4. iv.    Bylaws and code of practice
      5. v.    Constitution
      6. vi.    Governance
      7. Player concerns
         1. Potential loss of grandfathered players.
         2. Adult teams (how to deal with)
         3. Existing rivalries
         4. Parents
         5. Players
         6. Player placement
         7. Disgruntled parents
         8. No choice
         9. Funding issues
            1. Facilities and equipment
            2. Utilization and expenses
            3. Frequency of use
            4. Who supplies equipment
            5. Loss of gaming revenues
            6. Establishing a level of pay for TD.
            7. Membership issues
               1. Communicating to membership
               2. Communication policies
               3. Amalgamation
               4. Membership approval
               5. Establishing a new identity
                  1. Name
                  2. Colours
                  3. Uniforms
                  4. Time frame
                     1. Not overcomplicating the process
                     2. Spring vs. Fall.

By dealing with each challenge, the end result will be an efficient and effective soccer program (technical and administrative) for its players and parents. Building upon the February 15th meeting, the respective executive members of each club met to review the challenges that related to their specific area of operation. The following material provides you with some insight as to their findings.

Accounting Perspective

The respective treasurers from both Austria and Capitals have met on a number of occasions to compare accounting practices, policy and procedure, revenue and expenses and account balances.  Both treasurers feel it would be a relatively simple process to combine both current clubs’ accounts, as the accounting practices of both seem to be very similar.

The following are the recommendations of the treasurers:

1. Both treasurers will remain on the board of the new club to work as a team to facilitate the smooth transition of the clubs financial affairs.
2. The general accounts for both clubs will be rolled into a new combined bank account.
3. The current “Bingo” accounts will be kept open and separate until such time as the new club is issued, by “Sask. Liquor and Gaming”, an unified bingo license.

Technical Director Viewpoint

Whenever change takes place it is only natural to have questions and/or concerns as to the outcomes of such changes. One of the key challenges that have been identified is that of player development and placement of players on teams once unification has taken place. The following information will hopefully outline the player selection process and in so doing provide players and parents with a clear vision as to the mechanism that will be used to place players within a team that best meets their current playing capabilities.

Player Selection

A standardized selection system will be used for all age groups in the club. Players will be identified based upon the following criteria:

• Technical Skills
  • During the course of the player evaluation process all players will be assessed for their technical abilities to receive, control and distribute the ball.
  • Tactical awareness or Insight into the game
    • While it is important that our players are technically proficient, they must be able to “read the game”. The use of small-sided games will be used to identify the capabilities of our players in each age group based on three key events that take place in the game
      • What does the player do when his/her team has the ball?
      • What does the player do when his/her team does not have possession of the ball?
      • How does the player react at the moment the ball is won or lost?
      • Personality of the Player
        • As with any walk of life, the attitude of the player is an essential ingredient to success. No matter how talented the player, if the attitude in regard to work ethic, respect and desire for the game are lacking, the value of the player to his/her team is limited. For this reason, the enthusiasm and mental attitude of the player will be assessed during the selection process.
        • Speed
          • As the level of play increases at the older ages, the element of speed becomes another key element of the soccer player. Over and above “pure speed” is the reactionary speed of the player and explosiveness over the first 5 to 10 yards. In addition, the faster the player is able to move with the ball at his/her feet, the more dangerous an asset they become to the team. This criterion will be assessed beginning at the U12 age group and more closely scrutinized in the U14 and older age groups.

The Evaluation System

Using the criterion identified above, parents and players will observe the following at the evaluation:

• A high level of organization.
• A sufficient number of coaches at each evaluation session to ensure that each player is adequately observed.
• A minimum of two (2) evaluator sessions per age group.

Organization

Beginning with the individual numbering of each player at the first session in conjunction with well-planned training sessions, our coaches will be able to observe and assess all players at the tryout.

Number of assessors

Building upon current evaluation processes, a minimum of three (3) shall be used assessors used to observe players in a given age group. The larger the number of players within the age group, the greater the number of assessors shall be utilized.  Upon conclusion of the evaluation process, assessors will meet to provide their evaluation of each player. Using this data, players will then be placed on their respective teams.   Given the above criterion, it is hoped that parents and players will recognize the effort and concern that the coaching staff will be taking to ensure that each player is observed and placed upon a team best suited to his/her current skill level. Regardless of the team/division that a player ends up on, our main focus shall be to improve the technical and tactical development of our players so that their long-term enjoyment of the game is enhanced.

Team allocation

To facilitate player placement the RSA representatives from both clubs are bringing forth a motion that the RSA instill a Division III program. The number of male and female teams placed within each age group will be a function of several factors including the size of player pool, talent available within the pool and number of divisions established by the RSA. Once all of the above information has been identified, the coaching staff shall establish a system that enables the development of a competitive soccer program.

Legal Issues & Bylaws

Having reviewed the applicable governing documents of each club including the respective Constitutions, Bylaws and Policy and Procedure documents, there do not appear to be any significant differences in the same that would suggest that a merger is inappropriate or unworkable.  That said, from a legal perspective, there are some specific issues that need to be dealt with.

Specific Problems to be addressed in a merger:

1. The Capitals Soccer Club is a formally incorporated non-profit entity and as such is subject to, not only its own bylaws, but also to the applicable legislation and regulations pursuant to which it is created, namely The Non-Profit Corporations Act, 1995.  The Austria Football Club is not formally incorporated and is therefore bound only by its own constitution, bylaws and direction of its membership and club officers.   This inconsistency as to the structure of each Club bears on the way in which they can be merged together.
2. Each Club currently operates its own bingo license.  From discussions with the respective Bingo coordinators of each Club, there is potential advantage to maintaining the 2 separate licenses at least for the time being

Options for Unification:

There are essentially three ways in which the new unified club can come into existence:

1. The Austria Club could incorporate as a non-profit corporation and thereafter the two clubs could proceed with a formal amalgamation of the two non-profit corporations under the Act.  However, this option would likely involve unnecessary paperwork and expense.
2. In consideration of its members becoming members of the Capitals Club under its existing corporation, the Austria Club could transfer its existing assets to the Capitals Club and thereafter wind-up.  The existing Capitals Club would immediately amend its articles of incorporation and bylaws to change its name to the name of the new unified club and to ensure that its bylaws and policies are consistent with the objectives of the new club.  While this would work, it does not address the issue relating to the bingo licenses and it may potentially be seen to be a “hostile take-over” of one club by the other rather than an equal merger.
3. The third alternative is for an entirely new corporate non-profit entity to be established under the new unified club name and based on bylaws and policies that are agreed to in advance by the first directors of the new non-profit corporation.   The new entity would from then on take over and be the only club to field teams in the west zone.  Its first members would be the players, parents, coaches, managers associated with these teams and other qualifying individuals (as outlined in the bylaws).  The old clubs could continue as long as their respective directors deemed necessary and would ultimately at some point wind-up or dissolve as appropriate.  This option appears to be the most flexible and best addresses the identified issues. ·

Recommendation:

It is recommended that the unification of the two clubs proceed on the basis of option 3. ·

Action Required:

1. The Capitals Club must update its corporate articles and bylaws to make amendments for recent changes already passed and to include a category of membership for the new club.  This later change is a technical requirement that, because of restrictions under the Act, will allow the existing Club to transfer assets/property to a corporate member authorized to carry out activities on its behalf (ie. the new club).  The required resolutions and documentation will be put to the directors of the Capitals Club for approval.
2. The existing Constitution and Bylaws of the Austria Club do not restrict the Club from transferring assets to another entity in furtherance of its goals and objectives.  Accordingly, no specific changes are required.  The existing club’s directors/officers may be prudent to pass and reflect in the minutes of one of their upcoming minutes a resolution approving the proposed actions as being deemed to be in the interests of the club.
3. A new non-profit corporation will need to be registered for the unified club.  It is proposed that until its first annual general meeting, the first directors of this new club will be the directors of each of the existing clubs (at least those who agree to stay on).  This will also facilitate coordination of activities in what will be a much-expanded organization.

The specific documents that will require approval and filed (as appropriate) include:

a)     Articles of Incorporation

b)    Notice of Directors

c)     Notice of Registered Office

d)    Bylaws

e)     Policies and Procedures

Items a – c will need to be filed at the Saskatchewan Corporations Branch to register the new club. Although policies and procedures are subject to constant change and update by the Board of Directors on an ongoing basis, drafts of each of the proposed documents will be provided as soon as possible.