SOCCER NORTHEASTERN ONTARIO SOCCER ASSOCIATION
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 CONSTITUTION INDEX

 ARTICLE 1: NAME
 ARTICLE 2: OBJECTS
ARTICLE 3: AFFILIATIONS
ARTICLE 4:MEMBERSHIP
                        Active Membership
                        Associate Membership
                        Honourary Membership
                        Life Membership
                        Membership Fees
                        Player Registration Fees
                        Approval of New Members
                        Membership Renewal
                        Rights of Active and Associate Membership
                        Discipline of a Member
                        Termination of Membership

ARTICLE 5: BOARD OF DIRECTORS
                        Director Vacancy
                        Removal of a Director
                        Conflict of Interest and Standards of Conduct
                        Duties of Board of Directors
                        Duties of Directors
                        Nomination and Elections
                        District Representative

 ARTICLE 6: MEETINGS
                        General Meetings
                        Annual General Meeting
                        Special General Meeting
                        Delegates to General Meetings
                        Voting at General Meeting
                        Proxy Voting at General Meeting
                        Board of Directors Meeting
                        Executive Committee

ARTICLE 7: COMMITTEES

ARTICLE 8: PROCEDURES GOVERNING MEETINGS

ARTICLE 9: BY-LAWS AND AMENDMENTS

ARTICLE 10: RULES AND REGULATIONS

ARTICLE 11: INDEMNITY

ARTICLE 12: FINANCE

ARTICLE 13: DISPUTE RESOLUTION

ARTICLE 14: HARASSMENT

ARTICLE 15: APPEALS

ARTICLE 16: DISSOLUTION

ARTICLE 17: DEFINITIONS/TERMINOLOGY

 

SOCCER NORTHEASTERN ONTARIO CONSTITUTION

Ratified at AGM October 16/2005
 

 

ARTICLE 1: NAME            Return to Top of Page
The name of this organization shall be SOCCER NORTHEASTERN ONTARIO, hereinafter referred to as the District Association. The headquarters of the District Association shall be in PEMBROKE, Ontario.

 ARTICLE 2: OBJECTS
The District Association shall have the following objects:

ARTICLE 3: AFFILIATIONS           Return to Top of Page
The District Association shall be a Member of the Ontario Soccer Association and shall follow the published rules of The OSA. The District Association is subject to the published rules in declining order of authority of the following governing organizations:
        1. The Canadian Soccer Association
        2. The OSA
        3. The District Association

ARTICLE 4: MEMBERSHIP             Return to Top of Page
There are four (4) classes of Membership:

Active Membership            
                Active Membership shall be open to clubs that meet the following criteria:

All Clubs shall have a Constitution, which meets the minimum requirements for a Club Constitution in accordance with the OSA's published rules.
A Club which meets the OSA definition of:

may apply in writing for an exemption from any minimum requirement for a Club Constitution, subject to the approval of the Board of Directors of the both the District Association and The OSA.

Associate Membership
Associate Membership shall be open to:

which support the objectives of, and operate within, the District Association.

In order to be eligible for Associate Membership in a District Association, a League must have a By-Law or Constitution which is in full compliance with the minimum requirements for a League By-Law as defined in League Policy 4.3, by no later than its District Association's Annual Meeting immediately following September 1, 2006

Honourary Membership
The Board of Directors may confer an honourary Membership upon an organization or a person for a period of time.
Honourary Members are afforded all rights of Membership and shall have a voice but no vote at a general meeting of the District Association.

Life Membership
The Board of Directors may confer a life Membership upon a person.
Life Members are afforded all rights of Membership and shall have a voice but no vote at a general meeting of the District Association.

Membership Fees
Except where mandated by The OSA published rules, the annual Membership fees for each category of Membership shall be established by a majority of delegates present and entitled to vote at a General Meeting of the ASSOCIATION.  The fees shall come into effect the YEAR following their acceptance.  The fees shall be based on the following criteria :

a)             Active membership: A yearly club levy.
                b)            Associate Membership : a fee as determined from time to time.

 Player Registration Fees
Members shall be required to pay player registration fees which shall be set by the Board of Directors and ratified by the Membership at a general meeting of the District Association.

Approval of New Members
A Club shall be accepted into Active Membership upon:

An organization shall be accepted into Associate Membership upon:

Membership Renewal
Active Members shall apply for renewal of their Membership by:

1.        by submitting a completed application form together with a copy of the applicants current constitution, a list of current Officers and proof of the previous fiscal year audit or financial review.

2.        payment of  the total membership fee in and amount equal to the current year membership fee. The balance, if any, shall be invoiced immediately after the AGM.

3.        obtaining the approval of the District Association Board of Directors

All documents and payments must be submitted to the District Association Office no later than 10 days prior to the day of the AGM

Associate Members shall apply for renewal of their Membership prior to the Annual General Meeting and pay the entire Membership fee required for the year ending at the Annual General Meeting.

Rights of Active and Associate Members
Active Members shall be accorded the following rights:
· To be governed in accordance with The OSA and the District Association’s published rules,
· To register players, administrators, team officials and referees with The OSA and the District Association,
· To be a Member of, and register their teams with, OSA sanctioned Leagues,
· To enter teams in OSA sanctioned competitions,
· To participate in OSA sanctioned programs such as player, coach and referee development,
· To participate in District Association sanctioned programs,
· To attend and vote at all general meetings called by the District Association,
· To operate Club Leagues in accordance with The OSA published rules,
· To operate Player, Coach and Referee Development Programs, and
· To participate in The OSA Insurance Plan

Associate Members shall be accorded the following rights:
· To be governed, where applicable, in accordance with The OSA and the District Association’s published rules,
· To register, where applicable, administrators and teams with The OSA and the District Association,
· To enter teams, where applicable, in OSA sanctioned competitions,
· To participate in OSA and District Association sanctioned programs, and
· To attend and vote at all general meetings called by the District Association

Discipline of a Member
A Member may be fined, censured, suspended or expelled from Membership for cause and only after charges have been laid in accordance with the District Association's published rules and a hearing held in accordance with the District Association's and OSA's published rules. A Member whose Membership has been suspended loses all rights of Membership until the suspension has been completed.

Termination of Membership
Membership in the District Association shall be deemed to have been terminated:

If the Member submits a signed letter of withdrawal to the District Association
If the Member is expelled by the District Association
If the Member fails to renew Membership in accordance with the By-Law

ARTICLE 5: BOARD OF DIRECTORS         Return to Top of Page
The District Association shall be governed by a Board of Directors which shall consist of at least (4) four individuals, or such number not to be less than (4) four, as may be amended from time to time in accordance with the District Association's By-Laws. These individuals shall hold the only one of the following positions of:

The business of the Association shall be conducted by a Board of Directors which shall be comprised of the Officers and one (1) Director as appointed by each league or club in membership.

a) The Officers of the Association shall be the President, Vice President the Secretary and the Treasurer.

b) The election of Officers shall take place by secret ballot at the Association's Annual General Meeting.

 A director may hold more than one position, other than the position of President, Vice President, Secretary and Treasurer
A Director shall be eighteen (18) years of age or older and shall not be an undischarged bankrupt.
A Director shall serve for a term of two years or until his or her successor is elected or appointed.
Only one Director from each Club or League may hold a position as an officer on the Board of Directors of the District Association.

After an initial Board of Directors has been appointed the following shall be elected for a two (2) year term at the Annual General Meeting held in odd numbered years: the President, the Treasurer, the Director at large, The Director of North Region Liaison. The following shall be elected for a two (2) year term at the Annual General Meeting held in even numbered years: the Secretary, the Vice President, the Director of Referee Development and the Director of East Region Liaison.

Director Vacancy
A Director has the right to resign her or his position by submitting a signed letter of resignation to the District Association.
A vacancy on the Board of Directors and their respective position(s) held, caused by death, or resignation which has been accepted by the Board of Directors, shall be filled by a majority vote of the Board of Directors. The successor Director shall hold his or her incumbent's position(s) for the remainder of the term being filled.

Removal of Director

No Member of the Board of Directors shall be removed for arbitrary reasons but may be removed upon their resignation in writing or if:

A Member of the Board of Directors holding his or her respective position(s), as Director or other position(s), may be removed from office by the Board of Directors for good and sufficient cause by a two-thirds (2/3's) majority vote of the Board of Directors present, provided notice to remove the Director has been given to all Directors of the District Association. If a Director is removed by the Board of Directors, the Board of Directors may appoint a person to fill the vacated position(s) until the next Annual General Meeting.

A Member of the Board of Directors may also be removed from office for good and sufficient cause at a meeting of the Members of the District Association provided notice to remove the Director has been given to persons entitled to attend the Members' meeting. If a Director is removed at a Members' meeting, the Members entitled to vote may elect a successor to fill all position(s) held by the removed Director for the remainder of his or her term being filled.

Conflict of Interest and Standards of Conduct

The Directors shall be subject to the Conflict of Interest Policy in the OSA's published rules.

Duties of Board of Directors

The Board of Directors shall conduct the business of the District Association during the periods between general meetings of the District Association and in accordance with the authority granted to it in the published rules of the District Association.

The Board of Directors shall be responsible for the appointment and renewal of appointments of all positions within the District Association except for those positions elected by the Membership of the District Association. This shall include the appointment of volunteer and paid positions for coach and administrator positions within the District Association's operations. The selection process and the appointments shall be based on procedures outlined in the District Association's published rules.

The Board of Directors may also revoke, for cause, any appointment providing that it has followed the procedures for revoking an appointment as outlined in the District Association's published rules.

Duties of Directors

President

Except: 

the President shall preside at all general meetings of the District Association and of the Board of Directors. The President shall be ex officio a member of all committees, except any nominations committee; shall appoint all chairs of standing and special committees subject to ratification by the Board; coordinate all duties of the Board, committees, staff; and shall be the spokesperson for the District Association.

Vice-President

The Vice President shall act in the absence of the President and shall have other powers as assigned by the Board.

Treasurer

The Treasurer shall ensure that full and accurate records are kept of the accounts of the District Association; shall report to the Board of Directors at least once per quarter; and shall submit an Annual Report to the Annual General Meeting.

Secretary

The Secretary shall keep a record of all minutes of the organization; keep on file all committee reports; notify officers and committee Members of their election or appointment; furnish committees with those documents required to perform their duties; sign all certified copies of acts of the society, unless otherwise specified in the District Association's published rules; maintain record books in which the constitution, published rules and minutes are entered and to have the current record books available at each meeting; to send out to the Membership a notice of each general meeting; to send out to the board notice of each meeting; conduct the general correspondence of the organization that is not the proper function of another office or committee; prepare, prior to each meeting in consultation with the presiding officer an order of business; and in the absence of the president and vice-president to preside until the immediate election or appointment of a chair pro tem.

Other Director Positions

The duties of other Director Positions shall be determined by the Board of Directors.

Nominations and Elections

Nominations for positions on the Board of Directors may be made by any Member at the annual general meeting or at a Special General Meeting called for that purpose.

Nominations and elections for positions open shall be held in the order of the positions listed in the Constitution.

Election shall be by secret ballot, but in the event only one candidate is nominated, no vote is required and the nominated candidate shall be declared elected by acclamation.

A majority of the votes cast shall be required to elect Directors. In the event no candidate receives a majority, the candidate with the least votes shall be dropped from the ballot and another vote shall be held.

District Representative

The President of the District Association or their designate as required shall be District Representative to The OSA unless the President declines the position or is removed from the position by a majority vote of the Board of Directors.

In the event the President declines, or is removed from, the District Representative position, the Board of Directors, by majority vote, shall elect one of its Board Members to the position. The term of office of the District Representative will be in accordance with The OSA's published rules.

ARTICLE 6: MEETINGS   Return to Top of Page
General Meetings
An official notice of each meeting shall be given to all Members at least 14 days before the meeting is to be held, at such place, and at such date as the Board of Directors may determine. Such notification shall be by 

Members representing fifty per cent (50%) of the voting Membership shall form a quorum at all general meetings of the District Association. Any question shall be decided by a majority of the votes unless otherwise required by this By-Law or other law.

Annual General Meeting:
The Annual General Meeting shall be held during the month of OCTOBER, the Sunday after Thanksgiving Monday and shall be held in a location agreed upon annually by a majority of member votes.

All members shall receive twenty‑eight (28) days notice of the time and location of the ANNUAL GENERAL MEETING.  The agenda of the Annual General meeting shall include:

        1.        Roll call
2.        Credentials Report
3.        Minutes of the previous A.G.M.
4.        President's address
5.        Officers' reports
6.        Treasurer's report
7.        Auditors Report
8.        Appointment of Auditors
9.        Other Reports
10.     Unfinished business
11.     Amendments to the Constitution
12.     Roll call
13.      Election of Officers and Directors
14.      Any other business
15.      Adjournment

The Chairman may, at his discretion, introduce any special business for discussion after the approval of the minutes.

Special General Meeting:
A Special General Meeting of the District Association:
a) may be called by the Board of Directors by its own motion
b) shall be called within thirty (30) days following the receipt of a written request signed by not less than one-third (1/3) of the Active and Associate Members
     Only the business set out in the notice to the Special General Meeting shall be considered.
c) All Members shall receive fourteen (14) days notice of the date, time and location of any Special General Meeting.
d) Only the business for which a Special General Meeting has been called will be dealt with, except with the unanimous consent of those present.

Delegates to General Meetings
a) Those who shall be qualified to vote and to take part at General Meetings of the Association shall be the accredited delegates of organizations in membership.
b) The number of accredited delegates allowed to the organization in membership shall be no more than (5) five 
c) Each active member shall be entitled to have all its votes cast by one or all of its delegates, but not by another member.
d) At all meetings of the Association, voting shall be by the show of hands unless a poll is requested. Decisions shall be reached by a simple majority unless  otherwise required in these By‑Laws or by Corporation Law.
e) The Chairman of the meeting shall have a casting vote only.
f) Officers shall have a voice but no vote at a General Meeting unless they are also representing a member club except as stipulated in e) above.
g) Directors may sit as voting delegates at meetings if there is no one else present from their club.
h) Life members shall have a voice but no vote at any general meeting of the Association.

A member is entitled to have a maximum of (5) five delegates from its membership attend a general meeting of the District Association. The member must appoint one of its delegates to cast all of its votes at a general meeting.

Voting at General Meeting:
a) Active Membership
An Active Member of the Association shall be entitled to the following at all General Meetings of the ASSOCIATION:
i)              A vote for the first sixty‑five (65) dollars of fees retained by the Association, plus
ii)             A vote, for the next seventy‑five (75) dollars or part thereof, of fees retained by the Association, plus
iii)            A delegate or vote for the next one hundred (100) dollars or part thereof, of fees retained by the Association up to a maximum total of nine votes
iv)           Thereafter, there will be a vote or delegate allowed for each additional two hundred (200) dollars or part thereof, of fees retained by the Association.
  b) Associate Membership
Associate members shall have one vote at general meetings.

Proxy Voting at General Meeting:
Every member entitled to vote at a meeting of Members may, by means of a proxy, appoint another Member or person as the member’s nominee to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy.
A Member and/or its delegates, may only hold (1) one proxy. A non-Member may only hold one proxy.

The format of the proxy shall be a letter issued to the proxy voter, duly signed by the grantor, and accompanied by the minutes of the Member meeting approving and granting the proxy. These documents must be presented to the Secretary or President prior to commencement of the meeting. This proxy shall be for the current meeting only.

 Board of Directors Meeting
The Board of Directors shall meet at least two (2) times per year, upon fourteen (14) days notice given by the President and Secretary, at such place and time as the Board of Directors may determine.

A majority of the members of the Board of Directors shall form a quorum at all meetings of the Board. Questions arising at any meeting shall be decided by a majority of votes where each director is entitled to cast one vote.

A majority of Active and Associate Members shall form a quorum at all General Meetings.

Executive Committee Meeting
The officers of the Association shall serve as the executive committee.  During the intervals between meetings of the Board of Directors, the Executive Committee shall possess, and may exercise, all the powers of the Board in the management and direction of the affairs of the Association.
Meetings of the Executive Committee shall be at the call of the President.  A majority of Members shall form a quorum at all meetings.

 ARTICLE 7: COMMITTEES            Return to Top of Page
The Membership at any general meeting, or the Board of Directors at any meeting of the Board, may establish a standing committee or special committee to carry out specific business or programs of the District Association.

ARTICLE 8: PROCEDURES GOVERNING MEETINGS            Return to Top of Page
All meetings of the District Association shall be conducted in accordance with the most recently published Robert's Rules of Order Newly Revised except as may be otherwise stipulated in this By-Law or other Rules and Regulations of the District Association.

ARTICLE 9: BY-LAWS AND AMENDMENTS            Return to Top of Page
(a) All proposed amendments to the Constitution shall be forwarded in writing to the Association no later than thirty (30) days prior to the Annual General  
     Meeting or a Special General Meeting called for that purpose.
(b) Copies of proposed amendments to the Constitution shall be forwarded, by the District Office,  in writing to all members of the Association no less than seven       (7) days prior to the meeting at which they will be considered.
 c) Amendments to the By-Laws will require a two-thirds (2/3) majority vote of the accredited delegates present at the General Meeting unless otherwise required by Corporation Law.

ARTICLE 10: RULES AND REGULATIONS                Return to Top of Page
The District Association shall have Rules and Regulations which shall include, but is not limited to, the following:

a) discipline of a Member: summary of charges regarding misconduct
b) discipline of a Member: procedures for discipline hearing
c) duties of Board of Directors: authority granted to Board regarding the business being conducted
d) duties of Board of Directors: selection process and appointment process for the appointment and renewal of appointments to the League's paid and volunteer positions
e) duties of Board of Directors: process for revoking appointments
f) voting at General Meeting: format for the proxy, and the issue, or issues, for which the proxy may be cast

The Board of Directors may approve and publish Rules and Regulations which are not inconsistent with the By-Law and are not inconsistent with the Rules and Regulations of a higher level governing organization.

Amendments to the Rules and Regulations may be made by a majority vote of the Board of Directors or the Members at a General Meeting. If the Rules and Regulations are amended by the Board of Directors the amendment shall be presented for ratification at the next Annual General Meeting or a Special General Meeting called for that purpose. If the amendment is not ratified, it is of no effect and the previous Rules and Regulations are then in effect.

OTHER REGULATIONS:
a) The Association may make such miscellaneous Rules and Regulations as may be deemed necessary to promote, develop and govern the game of soccer within its boundaries.
b) The Association may impose such other regulatory measures as it deems necessary for the efficient administration of the playing structure of the game within its jurisdiction.
c) No such regulation may violate the individual's rights or freedoms except as may be required to protect the rights and freedoms of any other individual and to ensure the stability of the basic structure of the game.
d). Each league within the district shall appoint its own discipline committee, with the approval of the District Association, which shall act on behalf of the Association. Any appeal of the decisions made by these league discipline committees shall be made to the Ontario Soccer Association as per their rules and regulations.

ARTICLE 11: INDEMNITY               Return to Top of Page
Members of the Board of Directors or other servants to the District Association, their heirs, executors, administrators and estate and effects respectively shall be indemnified and saved harmless at all times by the District Association against all costs, losses and expenses incurred by them respectively in or about the discharge of their respective duties, except such as happens from their own respective willful neglect or default.

ARTICLE 12: FINANCE    Return to Top of Page
The accounts of the Association shall be reviewed annually by persons appointed by the membership.
a) be audited annually by a Chartered Accountant if the annual Gross Revenue is greater than $30,000 or
b) be reviewed annually through a Financial Review Engagement completed by a Certified General Accountant,
    Certified Management Accountant or Certified Accountant, if the Annual Gross Revenue is $30,000 or less; or
c) with the consent of all its Members, be exempt from any audit or Financial Review Engagement if the Annual 
    Gross Revenue is less than $10,000
d) Penalties for late payment or non‑payment of monies due shall be established by the Board.

The audit or the Financial Review Engagement statement shall be presented to the Annual General Meeting for adoption.
At the Annual General Meeting of the District Association, a chartered accountant firm shall be appointed to perform the audit or Financial Review Engagement.

The fiscal year of the District Association shall end on October 31 of each year unless otherwise ordered by the Board of Directors

EXPENSES:
The Association shall present a budget each year in which one of the items will be to what level expenses will be covered for all Board Members.  There will be a set policy each year as to what will be paid for:
                                i)              travel    
                         ii)             accommodation   
                        iii)            food
                                iv)           telephone expenses when on official Association business.

ARTICLE 13: DISPUTE RESOLUTION         Return to Top of Page
The District Association shall adhere to the Dispute Resolution process as published and approved by The OSA from time to time.
Any member of the District Association may initiate the Dispute Resolution process by communicating in writing to The OSA, with a copy to the District Association, the nature and facts of the dispute. The OSA, at its discretion, may proceed with the Dispute Resolution process by assigning one or more neutral persons to the dispute.

The Dispute Resolution process shall not to be used for game discipline which follows the normal discipline and appeals process.

The District Association shall make available to any member a copy of the Dispute Resolution process when requested.

ARTICLE 14: HARASSMENT         Return to Top of Page
The District Association shall adhere to the Harassment Policy as published and approved by The OSA from time to time.

The Harassment Policy shall apply to all employees, directors, officers, volunteers, coaches, game officials, administrators, players, members and registrants of the District Association.

Harassment is defined as any comment, conduct, or gesture directed toward an individual or group of individuals which is insulting, intimidating, humiliating, malicious, degrading or offensive. It includes, but is not limited to, sexual harassment.

The District Association shall make available to any member a copy of the Harassment Policy when requested

ARTICLE 15: APPEALS   Return to Top of Page
a) Any registrant or registered organization directly affected by a decision of the District Association may appeal such decision, except as stipulated in 15 d) or e). 
b) The denial or termination of membership in the District Association may be appealed by a non-registered organization.
c) A decision of the District Association may be appealed to The OSA. The appeal shall be conducted in accordance with The OSA's published rules.
d) An individual shall not appeal a decision made by the Board of Directors regarding the appointment, non-appointment, re-appointment or revocation of an appointment of an individual to any coach or administrator position within the District Association's operations, except where the selection, appointment and revocation process outlined in the Rules & Regulations has not been followed. 
e) An individual shall not appeal a decision made by the District regarding a player's team assignment on any District or Regional team.

ARTICLE 16: DISSOLUTION         Return to Top of Page
In the event of dissolution of the District Association, and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of by the Board of Directors to one or more not-for-profit soccer related organizations which is (are) registered with the OSA.

ARTICLE 17: DEFINITIONS/TERMINOLOGY           Return to Top of Page
Terminology used in this By-Law shall have the same meaning as used by The OSA in its letters patent, By-Laws and published rules.