By-Law

Amended February 16, 2014

In compliance with the Ontario Soccer Association minimum requirements for the District Association By-Law

Article 1 - NAME

1.1 The name of this organization shall be Essex County Soccer Association, hereinafter referred to as the District Association. The headquarters of the District Association shall be in Windsor, Ontario.

Article 2 - OBJECTIVES

2.1 The District Association shall have the following objectives:

2.1.1 To promote, develop and administer the game of soccer, both indoor and outdoor, in the District.

2.1.2 To represent and act on behalf of The Ontario Soccer Association, hereinafter referred to as The OSA, in the administration of The OSA programmes within the District.

2.1.3 To represent and act on behalf of its Member organizations and assist them to develop and effectively administer soccer programmes that promote the development of the mental, physical, social, and leadership skills of their Members.

2.1.4 To promote soccer player, coaching and referee development within the District.

Article 3 - AFFILIATIONS

3.1 The District Association shall be a Member of The OSA, 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 bodies:

3.1.1 The Canadian Soccer Association;

3.1.2 The OSA;

3.1.3 The District Association

Article 4 - MEMBERSHIP

There are four (4) classes of Membership:

4.1 Active Membership

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

a) are properly constituted soccer clubs,

b) have their headquarters in the District, and

c) operate within defined boundaries as set out in the Rules & Regulations

4.1.2 All Clubs shall have a Constitution which meets the minimum requirements for a Club Constitution in accordance with The OSA’s published rules.

4.1.3 A Club which meets The OSA’s definition of:

a) a professional club which operates professional team(s) only

b) a club which operates both professional and amateur teams

c) a social club

d) a service club

e) a club operated by a municipality

f) a club operated by a facility

g) a club running a senior recreational league

h) a for-profit club

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 both the District Association and The OSA.

4.2 Associate Membership

4.2.1 Associate Membership shall be open to the following organizations which support the objectives of, and operate within, the District Association:

a) leagues governed by the District Association including:

i) District Leagues

ii) Multi-Jurisdictional Club Leagues

b) leagues mandated by The OSA published rules, including:

i) Regional Leagues

ii) Multi-Jurisdictional District Leagues

c) other organizations which operate soccer programmes including, but not limited, to:

i) soccer camps, schools or academies

ii) school boards

iii) colleges

iv) universities

v) referee associations

vi) coach associations

4.2.2 In order to be eligible for Associate Membership in the 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 The OSA’s League Policy 4.3, by no later than the District Association’s Annual General Meeting.

4.3 Honourary Membership

4.3.1 The Board of Directors may confer a Honourary Membership upon an organization or a person for a period of time.

4.3.2 Honourary Members are afforded all rights of Membership and shall have a voice but no vote at a general meeting of the District Association.

4.4 Life Membership

4.4.1 The Board of Directors may confer a Life Membership upon a person.

4.4.2 Life Members are afforded all rights of Membership and shall have a voice but no vote at a general meeting of the District Association.

4.4.3 No incumbent officer of the District Association shall be eligible for Life Membership.

4.4.4 No Life Member shall be eligible for nomination to elective office.

4.5 Membership Fees

4.5.1 Except where mandated by The OSA published rules, the annual Membership fees shall be set by the Board of Directors and ratified by the Membership at a general meeting of the District Association (refer to the Schedule of Fees).

4.5.2 Membership fees are non-refundable.

4.6 Player Registration Fees

4.6.1 Members shall be required to pay player registration fees which shall be set by the Board of Directors annually and ratified by the Membership at a general meeting of the District Association (refer to the Schedule of Fees).

4.7 Approval of New Members

4.7.1 A Club shall be accepted into Active Membership upon:

a) submitting an application form, a copy of the applicant’s current Constitution, a list of current officers, and Membership fees, and

b) obtaining the approval of the District Association Board of Directors

4.7.2 A League shall be accepted into Associate Membership upon:

a) submitting an application form, a copy of the applicant’s current Constitution, a list of current officers, and Membership fees, and

b) obtaining the approval of the District Association Board of Directors

4.7.3 Any other organization that is eligible for the Associate Membership as set out in the Article 4.2, shall be accepted into Associate Membership upon:

a) submitting an application form along with any other required documents and Membership fees, and

b) obtaining the approval of the District Association Board of Directors, where applicable

4.8 Membership Renewal

4.8.1 Active Members shall apply for renewal of their Membership by submitting an application form together with a copy of the applicant’s current Constitution, a list of current Officers, and the applicable level of Financial Statement as required by the OSA’s published rules along with the Membership fees to the District Association prior to the Annual General Meeting and as set out in the Rules & Regulations.

4.8.2 Associate Members shall apply for renewal of their Membership by submitting an application form along with the Membership fees to the District Association prior to the Annual General Meeting and as set out in the Rules & Regulations. Associate Members who are properly constituted soccer Leagues, are also required to submit a copy of the applicant’s current Constitution, a list of current Officers, and the applicable level of Financial Statement, as required by The OSA’s published rules.

4.8.3 All Members indebted to the District Association on the first (1st) day of December in each year shall be notified by regular mail, e-mail or fax of the amount of their obligation and if same is not paid by the first (1st) day of January, their Membership shall cease but may be reinstated by the District Association Board of Directors upon payment of amounts owing in full, including accrued interest where applicable, and Membership reinstatement fee as set out in the Schedule of Fees.

4.8.4 Subject to the above conditions, renewal of Active and/or Associate Membership shall be automatic and does not require the approval of the Board of Directors.

4.8.5 All Active or Associate Members (Leagues) who do not submit the applicable level of Financial Statement as required by the OSA’s published rules prior to the Annual General Meeting shall have the option to request prior to said Annual General Meeting, in writing to the Secretary of the Board, a sixty (60) day extension for submission.

4.8.6 In the event that an Active or Associate Member does not submit the applicable level of Financial Statement per 4.8.1 and 4.8.2 above and either does not request an extension for submission per 4.8.5 above or requests an extension per 4.8.5 above yet fails to submit the applicable level of Financial Statements per the conditions contained therein, the District Association shall assess a late penalty in accordance with the District Association’s Schedule of Fees

4.9 Rights of Active and Associate Members

4.9.1 Active Members shall be accorded the following rights:

a) To be governed in accordance with The OSA and the District Association’s published rules;

b) To register players, administrators, team officials and referees with The OSA and the District Association;

c) To be a Member of, and register their teams with The OSA sanctioned Leagues;

d) To enter teams in OSA sanctioned competitions;

e) To participate in OSA sanctioned programs such as player, coach and referee development;

f) To participate in District Association sanctioned programs;

g) To attend and vote at all general meetings called by the District Association;

h) To operate Club Leagues in accordance with The OSA published rules;

i) To operate Player, Coach and Referee Development Programs; and

j) To participate in The OSA Insurance Plan

4.9.2 Associate Members shall be accorded the following rights:

a) To be governed, where applicable, in accordance with The OSA and the District Association’s published rules;

b) To register, where applicable, administrators and teams with The OSA and the District Association;

c) To enter teams, where applicable, in The OSA’s sanctioned competitions;

d) To participate in The OSA’s and District Association’s sanctioned programmes; and

e) To attend and vote at all general meetings called by the District Association

4.10 Discipline of a Member

4.10.1 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 published rules and a hearing held in accordance with the District Association and The OSA’s published rules. A Member whose Membership has been suspended loses all rights of Membership until the suspension has been completed.

4.11 Termination of Membership

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

a) If the Member submits a signed letter of withdrawal to the District Association

b) If the Member is expelled by the District Association

c) If the Member fails to renew Membership in accordance with the By-Law

Article 5 - BOARD OF DIRECTORS

5.1 General

5.1.1 The District Association shall be governed by a Board of Directors which shall consist of at least three (3) individuals and no more than ten (10) individuals. An individual may hold more than one position.

5.1.2 These individuals shall hold the positions of:

President
Vice- President
Secretary
Treasurer
Six (6) Directors-At-Large

5.1.3 A Director shall serve for a term of two years or until his/her successor is elected or appointed.

5.1.4 After an initial Board of Directors has been appointed, the positions of President, Treasurer, and three (3) Directors-At-Large, shall be elected in odd numbered years while the positions of Vice-President, Secretary and three (3) Directors-At-Large, shall be elected in even numbered years.

5.1.5 A Director shall be eighteen (18) years of age or older.

5.1.6 A person holding a position on a Board in any other soccer organization, except for the District Representative on The OSA Board of Directors, shall not hold any position on the Executive Committee of the Board of Directors of the District Association.

5.1.7 A paid employee of the District Association shall not hold any position on the Board of Directors of the District Association.

5.1.8 Only one Director from each Club or League may hold a position on the Board of Directors of the District Association.

5.1.9 Any individual not completing his/her previous term of office with the District Association shall not be eligible for elected office at the following Annual General Meeting.

5.1.10 A person holding a position on a Board in any other soccer organization, except for the District Representative on The OSA Board of Directors, per 5.1.6, shall provide written confirmation of resignation to the Secretary of the Board of Directors at least two (2) weeks prior to being eligible to be nominated to any position on the Executive Committee of the Board of Directors of the District Association.

5.2 Director Vacancy

5.2.1 A Director has the right to resign his/her position by submitting a signed letter of resignation to the Secretary of the District Association.

5.2.2 A vacancy on the Board of Directors and their respective position(s) held may be filled by a majority vote of the Board of Directors. The successor Director shall hold his/her incumbent’s position(s) for the remainder of the term being filled.

5.3 Removal of Director

5.3.1 No Member of the Board of Directors shall be removed for arbitrary reasons but may be removed if:

a) the Director is unable to perform the duties expected of the position due to, but not limited to, any of the following reasons:

i) if he or she becomes incapable of performing the business of the District Association

ii) if he or she is absent from three (3) or more meetings of the Board without satisfactory reason

iii) if he or she no longer resides in Essex County

b) the Director has compromised the integrity of the District Association due to, but not limited to, any of the following reasons:

i) if he or she has been found guilty of an offence under the Harassment Policy of The OSA

ii) if he or she has been found guilty of an offence involving violence under the Discipline Policy of The OSA

iii) if he or she has failed to properly account for monies or other property belonging to the District Association

iv) if he or she has been found guilty of a criminal offence regardless of whether or not the offence directly affected the District Association.

v) if he or she has violated the terms of the Confidentiality Agreement

5.3.2 A Member of the Board of Directors holding his/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.

5.3.3 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/her term being filled.

5.4 Conflict of Interest and Standards of Conduct

5.4.1 The Directors shall be subject to the Conflict of Interest Policy 21 in The OSA’s published rules.

5.4.2 The Directors shall be subject to the Confidentiality Agreement, a copy of which shall be signed by each newly elected Director at the first meeting of the Board of Directors following the Annual General meeting of the District Association.

5.5 Duties of Board of Directors

5.5.1 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.

5.5.2 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.

5.5.3 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.

5.6 Duties of Directors

5.6.1 President

Except:

a) as provided for in the Dispute Resolution Policy of The OSA, and

b) where the President delegates the responsibility to another person,

the President shall:

a) preside at all general meetings of the District Association and of the Board of Directors;

b) be ex officio a member of all committees, except any nominations committee;

c) appoint all chairs of standing and special committees subject to ratification by the Board;

d) coordinate all duties of the Board, committees, staff; and

e) be the spokesperson for the District Association.

5.6.2 Vice-President

The Vice President shall:

a) act in the absence of the President; and

b) shall have other powers as assigned by the Board.

5.6.3 Treasurer

The Treasurer shall:

a) ensure that full and accurate records are kept of the accounts of the District Association;

b) report to the Board of Directors at least once per quarter; and

c) submit an Annual Report to the Annual General Meeting.

5.6.4 Secretary

The Secretary shall:

a) keep a record of all minutes of the organization;

b) keep on file all committee reports;

c) notify officers and committee Members of their election or appointment;

d) furnish committees with those documents required to perform their duties;

e) sign all certified copies of acts of the Association, unless otherwise specified in the District Association’s published rules;

f) maintain record books in which the constitution, published rules and minutes are entered and to have the current record books available at each meeting;

g) send out to the Membership a notice of each general meeting;

h) send out to the board notice of each meeting;

i) conduct the general correspondence of the organization that is not the proper function of another office or committee;

j) prepare, prior to each meeting in consultation with the presiding officer an order of business; and

k) in the absence of the president and vice-president to preside until the immediate election or appointment of a chair pro tem.

5.6.5 Other Director Positions

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

5.7 Nominations and Elections

5.7.1 Nominations for positions on the Board of Directors shall be made in writing to the Board Secretary by any Member at least fourteen (14) days prior to an Annual General Meeting or at a Special General Meeting called for that purpose. All nominations shall include a mover and indicate the position being sought.

5.7.2 In the event that no nominations are received for any Board of Directors positions pursuant to 5.7.1 above, nominations shall be accepted at the Annual General Meeting or at a Special General Meeting called for that purpose

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

5.7.4 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.

5.7.5 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.

5.8 District Representative

5.8.1 The President of the District Association 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.

5.8.2 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.

5.9 Board of Directors Meeting

5.9.1 The Board of Directors shall meet at least four (4) times per year, upon seven (7) days notice given by the President and Secretary, at such place and time as the Board of Directors may determine. Such notification shall be by telephone, regular mail, e-mail or Web site notice.

5.9.2 A majority of the members of the Board of Directors shall form a quorum at all meetings of the Board.

5.9.3 Questions arising at any meeting shall be decided by a majority of votes where each director is entitled to cast one vote.

5.9.4 A proposed Agenda and previous Board meeting Minutes shall be provided to all ECSA Board Members at least seven (7) days prior to any scheduled Board meeting.

5.10 Executive Committee

5.10.1 The Executive Committee shall consist of four positions including the President, Vice President, Secretary and Treasurer.

5.10.2 The Executive Committee, between meetings of the Board, shall possess, and may exercise, all powers of the Board of Directors in the management and direction of the affairs of the District Association.

5.10.3 A majority of the Executive Committee shall constitute a quorum of the Executive Committee.

5.10.4 Meetings of the Executive Committee shall be at the call of the President.

Article 6 - MEMBERSHIP MEETINGS

6.1 General Meetings

6.1.1 An official notice of each meeting, with the exception of the Annual General Meeting as outlined in subparagraph 6.2.2, shall be given to all Members at least fourteen (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 regular mail, e-mail or fax.

6.1.2 Members representing fifty per cent (50%) of the voting Membership shall form 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.

6.2 Annual General Meeting

6.2.1 The District Association shall hold its Annual General Meeting not later than February 28 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

6.2.2 All Members shall receive thirty (30) days written notice of the time and location of the Annual General Meeting. Such notification shall be by regular mail, e-mail, fax, ECSA website or any other method of electronic communication.

6.3 Special General Meeting

6.3.1 A Special General Meeting of the District Association:

a) may be called by the Board of Directors by its own motion, or

b) shall be called by the Board of Directors upon receipt of a written request submitted to the District Association by registered mail, certified mail, trace mail, courier service, hand delivery, fax or e-mail, signed by Members representing not less than two-thirds (2/3) of the voting Membership, setting out the items of business to be conducted at the Special General Meeting. The Special General Meeting shall be held within thirty (30) days of receipt of the written request from the Members.

6.3.2 Only the business set out in the notice to the Special General Meeting shall be considered, except with the unanimous consent of those present and eligible to vote.

6.4 Delegates to General Meetings

6.4.1 A Member is entitled to have a maximum of three (3) delegates, from its membership, attend a general meeting of the District Association.

6.4.2 Officers and Directors of the District Association may not sit as delegates at a general meeting.

6.4.3 The names of the accredited delegates and alternates must be filed with the District Association at least seven (7) days prior to a general meeting, failing which the District Association reserves the right to limit the representation of any noncompliant Member to one (1) delegate at said Meeting.

6.5 Voting at General Meeting

6.5.1 At general meetings, an Active Member shall have:

a vote for the first one hundred dollars ($100), or part thereof, of fees retained;
a vote for each additional three hundred dollars ($300), or part thereof, of fees retained up to a maximum of six votes;
a vote for each additional eight hundred dollars ($800), or part thereof, of fees retained

6.5.2 Fees retained are limited to player registration fees and Membership fees.

6.5.3 Associate Member shall have one vote at general meetings.

6.5.4 Each Member must appoint one of its delegates to cast all of its votes at a general meeting.

6.5.5 Each Member shall be entitled to have all its votes cast by one of its delegates but not by any other Member.

Article 7 - COMMITTEES

7.1 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. Such committees shall include, but not be limited to, Discipline Committee and Constitution Committee.

Article 8 - PROCEDURES GOVERNING MEETINGS

8.1 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-LAW AMENDMENTS

9.1 By-Law amendments may be proposed by the Board of Directors, or submitted by a Member to the District Association in writing at least twenty-one (21) days prior to a general meeting of the District Association.

9.2 All Members entitled to vote shall be notified with the District Association’s notice of the said Members’ meeting about proposed By-Law amendments. Such notification shall be by regular mail, e-mail or Web site notice.

9.3 By-Law amendments must be approved by a majority vote of the Board of Directors, and by a two-thirds (2/3’s) majority vote of the Membership voting in person at the Annual General Meeting of the District Association, or a Special General Meeting of the District Association duly called for that purpose, provided such amendments conform to The OSA published rules.

Article 10 - RULES AND REGULATIONS

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

10.2 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.

10.3 New and amended rules and regulations shall be published on the District Association Web site, and a notice shall be sent to all Members through regular mail or e-mail no later than thirty (30) days from the day they were approved by the Board of Directors and/or the Membership at the General Meeting.

10.4 The District Association may impose such other regulatory measures and policies as it deems necessary for the efficient administration of the playing structure of the game within its jurisdiction.

Article 11 - INDEMNITY

11.1 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 wilful neglect or default.

Article 12 - FINANCE AND MONEY MATTERS

12.1 The accounts of the District Association shall be audited annually.

12.2 The audit shall be presented at the Annual General Meeting for acceptance by the Membership.

12.3 At the Annual General Meeting of the District Association, an auditor shall be appointed to perform the audit.

12.4 The fiscal year of the District Association shall end on December 31st of each year, unless otherwise ordered by the Board of Directors.

12.5 All money owing to the District Association shall be due and payable within thirty (30) days of invoicing, unless otherwise stipulated.

12.6 Penalties for late payment or non-payment of money due shall be established by the Board of Directors of the District Association and published in the Schedule of Fees.

Article 13 - DISPUTE RESOLUTION

13.1 The District Association shall adhere to the Dispute Resolution process as published and approved by The OSA from time to time.

13.2 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.

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

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

Article 14 - HARASSMENT

14.1 The District Association shall adhere to the Harassment Policy as published and approved by The OSA from time to time.

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

14.3 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.

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

Article 15 - APPEALS

15.1 Any Member or registrant of the District Association directly affected by a decision of the District Association may appeal such decision, except as stipulated in 15.4 or 15.5.

15.2 The denial or termination of Membership in the District Association may be appealed by a non-Member.

15.3 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.

15.4 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 District Association published Rules & Regulations has not been followed.

15.5 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

16.1 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.