ARTICLE 1: NAME
The name of this League shall be the Ontario 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:
1. To provide a level of competition in accordance with the OSA’s Pyramid for Play.
2. To provide a league competition outdoor, for teams within specific District, Regional or Provincial boundries as authorized by its governing organization.
3. To operate the league based on the Terms of League Operations approved by its governing organization.
ARTICLE 3: AFFILIATIONS
The League shall be a Member of The Ontario Soccer Association 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 Ontario Soccer Association
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 and with the Published Rules of the Ontario Soccer League.
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 and with the Published rules of the Ontario Soccer League.
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.
* To enter teams in the league in accordance with the OSL’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 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 a least seven (7) individuals, or such number not to be less than seven (7), 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 at Large
Director at Large
Director at Large
A Director may hold more than one position.
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 of her successor is elected or appointed.
After an initial Board of Directors has been appointed, the positions of President, Treasurer and two (2) Directors at Large, shall be elected in even numbered years while the positions of Vice President, Secretary and Director at Large, 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 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 the 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 holding his or her respective position(s), as Director or other position(s), may be removed from office by the Board of Directors at a Board Meeting 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 (s) 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 21.0 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.
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 new presiding officer.
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 of the league or the Board of Directors. Nominations must be received at least 30 days in advance of the Annual General Meeting along with a resume of the candidate. The resume will be posted on the OSL website. If no nominations have been received then nominations will be accepted from the floor.
Nominations and elections for positions open shall be held in 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.
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 will be by regular mail, e-mail and website notification.
50% + 1 of the voting Membership; 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. Officer’s Reports
6. Treasurer’s Report
7. Auditor’s Report
8. Appointment of Auditors
9. Other Reports
10. Unfinished Business
11. Amendments to the By-Law’s
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 that 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.
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.
Board of Directors Meeting:
The Board of Directors shall meet a 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 at a meeting of the League duly called for the purpose
(b) All Members entitled to vote shall be notified with the League’s notice of the said Members’ meeting about By-Law amendments referred to in subparagraph (a) and proposed By-Laws or amendments referred to in subparagraph ( c). Such notification shall be by regular mail, e-mail and website notification.
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) 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
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. The amendment shall be effective three (3) days after notification has been mailed to all member clubs.
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:
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
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 League, a Chartered Accountant firm shall be appointed to perform the Audit or the Financial Review Engagement.
The fiscal year of the League shall end on November 30 of each year, unless otherwise ordered by the Board of Directors.
A term deposit reserve fund has been set up from the funds received from the MTSA when the Reserve Trust Fund was disbursed. To comply with the original intent disbursement of such funds shall only be agreed upon at a specially convened meeting of the clubs in membership for:
a) the acquiring of property
b) in emergency where a serious deficit occurs in the operation of the League
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 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/TERMINOLGY
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.
