League By-Law
Approved by the Membership on November 20, 2006
Article 1: NAME
The name of this League shall be the Ontario Women’s Soccer League,
hereinafter referred to as the League. The headquarters of the League
shall be in the Province of Ontario
Article 2: OBJECTS
The League shall have the following objects:
To provide a level of competition in accordance with the OSA's Pyramid For Play.
To provide a league competition for teams within specific District, Regional or Provincial boundaries as authorized by the OSA.
To operate the league based on the Terms Of League Operations approved by the OSA.
Article 3: AFFILIATIONS
The League shall be a Member of, and shall follow the published rules of
The Ontario Soccer Association, hereinafter referred to as The OSA.
The League is subject to the published rules in declining order of
authority of the following governing organizations to which it is
affiliated:
1. The Canadian Soccer Association
2. The OSA
Article 4: MEMBERSHIP
The Membership of the league shall be each Club with one or more
teams playing in the league. Eligibility for Membership in the league
shall be in accordance with the OSA's Pyramid For Play and with the
OSA's published rules governing leagues.
Acceptance Into Membership
A Club must apply for Membership and pay Membership fees to the league.
Membership Fees
The annual Membership fees shall be set by the Board of Directors
and ratified by the Membership at a general meeting of the League.
Approval of New Members
A club shall become eligible to be a new Member if one or more of
its teams becomes eligible to play in the league based on the OSA's
Pyramid For Play in accordance with the OSA's published rules.
The Membership application must be approved by the League's Board of Directors.
Membership Renewal
A Club will renew its Membership by completing the required forms
for Membership renewal, providing that it still has a team eligible to
play in the league based on the OSA's Pyramid For Play in accordance
with the OSA's published rules.
Rights of Members
Members shall be accorded the following rights:
· To be governed in accordance with The OSA and the League’s published rules,
· To participate in League sanctioned competitions,
· To attend and vote at all general meetings called by the League,
· To enter teams in the league in accordance with the OSA's published rules.
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 League's rules and regulations and a hearing held in
accordance with the League's rules and regulations and the OSA's
published rules. A Member whose Membership has been suspended loses all
rights of Membership until the suspension has been terminated.
Termination of Membership
Membership in the League shall be deemed to have been terminated:
If the Member submits a signed letter of withdrawal to the League
If the Member is expelled by the League.
If the Member fails to renew Membership in accordance with the By-Law.
ARTICLE 5: BOARD OF DIRECTORS
The League shall be governed by a Board of Directors which shall
consist of at least eight (8) individuals, or such number as may be
amended from time to time in accordance with the League's By-Laws.
These individuals shall hold the positions of:
President
Vice- President
Secretary
Treasurer
Director – Provincial Divisions
Director – Regional Divisions
Director – Multijurisdicitional Divisions
Director - at Large
A Director shall be 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.
The positions of President, Secretary, Director – Multijurisdictional
Divisions and Director - At large shall be elected in even numbered
years
while the positions of Vice President, Treasurer, Director – Provincial
Divisions and Director - Regional Divisions shall be elected in odd
numbered years.
Director Vacancy
A Director has the right to resign her or his position by submitting a signed letter of resignation to the League.
A vacancy on the Board of Directors, 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 if:
1. the Director is unable to perform the duties expected of the
position due to, but not limited to, any of the following reasons:
if she/he becomes incapable of performing the business of the League
if she/he is absent from two or more meetings of the Board without satisfactory reason
if she/he no longer resides in reasonable proximity to the League
if she/he becomes, or is discovered to be, an undischarged bankrupt; or
2. the Director has compromised the integrity of the League due to, but not limited to, any of the following reasons:
if she/he has been found guilty of an offence under the Harassment Policy of The OSA
if she/he has been found guilty of an offence involving violence under the Discipline Policy of The OSA
if she/he has failed to properly account for monies or other property belonging to the League
if she/he has been found guilty of a criminal offence regardless of whether or not the offence directly affected the League
if she/he has been found guilty of failing to act in accordance with the Conflict of Interest Policy of The OSA
A member of the Board of Directors may be removed from office by the
Board of Directors for good and sufficient cause by a two-thirds vote of
the Board of Directors present, provided notice to remove the Director
has been given to all Directors of the League. If a Director is
removed by the Board of Directors, the Board of Directors may appoint a
successor to the incumbent's position(s) for the remainder of the term
being filled.
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 League
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 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 League
during the periods between general meetings of the League and in
accordance with the authority granted to it in the rules and regulations
of the League.
The Board of Directors shall be responsible for the appointment and
renewal of appointments of all positions within the League except for
those positions elected by the Membership of the League. This shall
include the appointment of volunteer and paid positions for coach and
administrator positions within the League's operations. The selection
process and the appointments shall be based on procedures outlined in
the League's rules and regulations.
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 League's rules and regulations.
Duties of Directors
President
Except:
1. as provided for in the Dispute Resolution Policy of the OSA, and
2. where the President delegates the responsibility to another person,
the President shall preside at all general meetings of the League 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 League.
Vice-President
The Vice President shall act in the absence of the President and shall have other powers as assigned by the Board.
Vice President is to assume the responsibility of discipline chair for the League.
Treasurer
The Treasurer shall ensure that full and accurate records are kept of
the accounts of the League; 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 organization, unless otherwise specified in the League's
rules and regulations; maintain record books in which the constitution,
rules and regulations 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.
Article 6: MEETINGS
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 e-mail (where possible), otherwise by regular mail, and by
posting a notice on the League’s website.
Twenty five voting Members or 25% of the voting Membership, whichever
is less, shall form a quorum at all general meetings of the League.
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 League shall hold its Annual General Meeting not later than
January 31 of the following year. The agenda of the Annual General
meeting shall include:
1. Roll Call
2. Credentials Report
3. Minutes of Previous Annual General Meeting
4. President's Address
5. Officers' Reports
6. Treasurer's Report
7. Auditor's Report
8. Appointment of Auditors
9. Other Reports
10. Unfinished Business
11. Amendments to the By-Laws
12. Roll Call
13. Election of Officers and Directors
14. Any Other Business
15. Adjournment
Special General Meeting:
A Special General Meeting of the League:
a) may be called by the Board of Directors, or
b) shall be called by the Board of Directors upon receipt of a
written request submitted to the League by registered mail, certified
mail, trace mail, courier service, hand delivery, fax or e-mail, signed
by not less than 25 Members or 25% of the voting Membership, whichever
is less, setting out the items of business to be conducted at the
Special General Meeting. The Special General Meeting shall be held
within 30 days of receipt of the written request from the Members.
Only the business set out in the notice of the Special General Meeting shall be considered.
League General Meeting:
A League General Meeting shall be called by the Board of Directors to deal with the regular business of the league.
Voting at General Meeting:
At an Annual General Meeting or at a Special General Meeting, each
Member is entitled to one vote for each team it has playing in the
league.
At a League General Meeting, each Member is entitled to one vote for each team it has playing in the league.
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 a 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 in total one (1) proxy. A non-Member may only hold one proxy.
The format for the proxy, and the issue, or issues, for which the proxy may be cast are as defined in the Rules and Regulations.
Board of Directors Meeting:
The Board of Directors shall meet at least 4 times per year, upon 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.
Article 7: COMMITTEES
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 League.
Article 8: PROCEDURES GOVERNING MEETINGS
All meetings of the League 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 League.
Article 9: BY-LAWS AND AMENDMENTS
(a) By-Law amendments may be proposed by the Board of Directors, or
submitted by a Member to the League in writing at least 21 days prior to
a general meeting of the League; and must be approved by a majority
vote of the Board of Directors, and by a 2/3’s vote of the Membership
voting in person or by proxy at a meeting of the League duly called for
that purpose.
(b) All Members entitled to vote shall be notified with the League’s
notice of the said Members’ meeting about proposed By-Laws or
amendments. Such notification shall be by e-mail, (where possible),
otherwise by regular mail, and by posting a notice on the League’s
website.
Article 10: RULES AND REGULATIONS
The League 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) discipine 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 this By-Law and 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 an Annual General
Meeting or Special 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.
Article 11: INDEMNITY
Members of the Board of Directors or other servants to the League,
their heirs, executors, administrators and estate and effects
respectively shall be indemnified and saved harmless at all times by the
League 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
The accounts of the League shall be audited annually by a Chartered accountant.
The Audit shall be presented to the Annual General Meeting for adoption.
At the Annual General Meeting of the League, a Chartered Accountant firm shall be appointed to perform the Audit.
The fiscal year of the League shall end on September 30th of each year, unless otherwise ordered by the Board of Directors.
Article 13: DISPUTE RESOLUTION
The League shall adhere to the Dispute Resolution process as published and approved by The OSA from time to time.
Any Member of the League may initiate the Dispute Resolution process
by communicating in writing to The OSA, with a copy to the League, 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 League shall make available to any Member the Dispute Resolution process when requested.
Article 14: HARASSMENT
The League 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 League.
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 League shall make available to any Member the Harassment Policy when requested.
Article 15: APPEALS
a) Any registrant or registered organization directly affected by a
decision of the League may appeal such decision. The denial or
termination of Membership in the League may be appealed by a non-Member.
b) A decision of the League may be appealed to the Ontario Soccer
Association with which the League is affiliated. The appeal shall be
conducted in accordance with The OSA's published rules.
c) 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 League's operations, except where the
selection, appointment and revocation process outlined in the League's
rules and regulations has not been followed.
Article 16: DISSOLUTION
In the event of dissolution of the League, 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
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.
