A by-law relating generally to the transaction of the business and affairs of the
Ottawa South United Soccer Association (the “Corporation”).
In this by-law and all other by-laws of the corporation, unless the context otherwise specifies or requires:
“Act” means the Corporations Act R.S.O 1990, c.C.38 as from time to time amended and every statute that may be substituted therefore and, in the case of such substitution, any references in the by-laws of the Corporation to provisions of the Act shall be read as references to the substituted provisions therefore in the new statute or statutes.
“Advisory Board” shall have the meaning set out in section 4.10 hereof.
“Board” means the board of directors of the Corporation.
“by-laws” means this by-law and all other by-laws of the Corporation from time to time in force and effect.
“Executive Committee” means the executive committee of the Corporation.
“Executive Council” means the executive council of the Corporation as set out pursuant to the provisions of Article 9 hereof.
“Founding Member” means a Member of the Corporation pursuant to the provisions of section 8.4 hereof.
“letters patent” means the letters patent of the Corporation as from time to time amended and supplemented by supplementary letters patent.
“Life Member” means a member of the Corporation pursuant to the provisions of section 8.3 hereof.
“meeting of Members” includes an annual meeting of Members and general meeting of Members.
“Member” means a person who is a “Life Member” or a “Founding Member” (unless in either case such person has been deemed not to be a member pursuant to paragraph 8.7 hereof), or a person who is currently registered with the Corporation in one or more of the following capacities:
1. member of the Board;
2. Club Coordinator;
3. Competitive, developmental and recreational team official (up to two designated Members for each developmental and recreational team; up to four designated Members for each competitive team); and/or
4. other OSU official as may be designated by the Board.
“OSU website” means the Club’s official Internet address, initially http://www.osu.ca
“player” means a person who is currently registered with the organization as a player.
“signing officer” means, in relation to any instrument, any person authorized to sign the same on behalf of the Corporation by section 2.5 hereof or by a resolution passed pursuant thereto.
“team” means a group of players that participates in a series of formally scheduled games organized by the Club or an officially sanctioned league.
1.2 Letters Patent
If any of the provisions contained in this by-law are inconsistent with those in the letters patent, the provisions contained in the letters patent shall prevail.
2.0 TRANSACTIONS OF THE AFFAIRS OF THE CORPORATION
2.1 Name of Club and Affiliations
The Corporation shall be known as the Ottawa South United Soccer Association, hereinafter called the OSU. The Corporation shall be a member of the Eastern Ontario District Association and shall follow the published rules of the District Association and The Ontario Soccer Association, hereinafter referred to as The OSA. The Corporation is subject to the published rules in declining order of authority of the following bodies to which it is affiliated:
The District Association
The OSU is committed to promoting a quality soccer environment in order to give all participants every opportunity to enjoy the game of soccer and help them achieve their maximum potential as participants of this sport, while promoting a sense of fair play. The core geographic footprint of the OSU is the former townships of Rideau and Osgoode and the areas of Riverside South and the South Nepean urban community.
2.3 Head Office
The head office of the Corporation shall be in Ottawa, in the Province of Ontario, at such place within the said municipality as the Board may from time to time decide. Further, the head office of the Corporation shall be located within the District Boundaries of the Eastern Ontario District Soccer Association, hereinafter referred to as the District Association.
The accounts of the Corporation 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 Corporation, a chartered accountant firm shall be appointed to perform the audit or the Financial Review Engagement. The fiscal year of the Corporation shall end on the 30th day of September of each year, unless otherwise ordered by the Board of Directors.
2.5 Execution of Instruments
(a) Subject to subparagraph 2.5(b) hereof, deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by the President or Vice President (but only if the President designates the Vice President to have such authority as provided under section 7.6), together with the Treasurer. In addition, the Board may from time to time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
(b) Notwithstanding the foregoing, any individual, non-budgeted obligation or expenditure in excess of 5% of the total annual budget of the Corporation or having a total annual single transaction dollar cost in excess of $100,000.00 shall require prior approval of the membership at an annual or special general meeting of the Members with at least two thirds (2/3) of all votes cast at such meeting voting in favour of the proposed obligation or expenditure. The proposed obligation or expenditure shall be described to the meeting by way of a business case to allow the Members sufficient information to make a determination on the proposed obligation or expenditure. Notwithstanding the foregoing, it is understood that Items referred to in the Memo of Understanding dated January 13, 2003 between the former South Nepean Soccer Club Inc. and Osgoode-Rideau Soccer Association, as well as construction costs related to all infrastructure expansions at the George Nelms Sports Park, are outside of the scope of this 2.5 (b).
2.6 Banking Arrangements
The banking business of the Corporation shall be transacted with such banks, trust companies or other firms or corporations as may from time to time be designated by or under the authority of the Board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the Board may from time to time prescribe or authorize.
In the event of dissolution of the Corporation, 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, or any not-for-profit athletic community organizations, which operate solely in Ontario.
3.0 BOARD AND COMMITTEES
3.1 Board Composition
The affairs of the Corporation shall be managed by board of directors (the “Board”) of up to eleven (11) Members, but no less than 6, which Board shall consist of:
The Vice President
The Immediate Past President
plus up to six (6) Directors at Large, possibly but not necessarily comprised of:
The Developmental League Director
The Recreational League Director
The Youth Competitive Director
The Technical Director
The Discipline/Referee Director
The Adult Soccer Director
Any increase or decrease in the number of Board members shall be approved by special resolution of the members at a general meeting.
For certainty, it is confirmed that the Immediate Past President shall be entitled to all rights as a member of the Board and of the Corporation, including, without limitation, the right to vote at any meeting of the Board or of the Corporation.
The Board may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation that are not by the by-laws or any special resolution of the Corporation or by statute expressly directed or required to be done in some other manner.
Every Board member must:
In addition, the President must have been a member of the Board for at least the immediately preceding two years.
Any amendment to section 3.3 hereof shall only be valid if approved by at least two-thirds (2/3) of all of the Members as noted on the list of Members referred to in section 8.2 hereof with such approval to be obtained at a meeting of the Members called for that purpose.
3.4 Election and Term
The members of the initial Board of the Corporation shall have a term of office of three years. After this, the members of the Board shall be elected at each annual general meeting, commencing at the first annual general meeting held subsequent to September 30, 2005. Election shall be by secret ballot. Except as required to give effect to the staggered terms of office as described in the last sentence of this paragraph, the term of office of the members of the Board shall be two years, with the exception of the President and the Treasurer, who shall have a 3 year term in office. The new Board will take over the direction and operation of the Corporation as of the date of their election. Commencing with the election of members of the Board at the first annual general meeting held subsequent to September 30, 2003, the position of Secretary plus three of the Directors at Large shall be elected in odd-numbered years, while the positions of Vice President, and the balance of the Directors at Large shall be elected in even-numbered years. Commencing with the 2005 annual general meeting, the position of President shall be elected for a term of 3 years. Commencing with the 2006 annual general meeting, the position of Treasurer shall be elected for a term of 3 years.
3.5 Vacation of Office
The office of a Board member shall be vacated upon the occurrence of any of the following events:
a. if by notice in writing to the Corporation by the Board member he or she resigns office, which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later;
b. if the Board member is removed from office by the Board or by the members of the Corporation, in accordance with section 3.7;
c. if the Board member is found by a competent jurisdiction to be a mentally incompetent person or becomes of unsound mind;
d. if the Board member dies; or
e. if the Board member becomes bankrupt or suspends payment of his or her debts generally or compounds with his or her creditors or makes an authorized assignment to his creditors or is declared insolvent.
If the office of any member of the Board save and except the office of Immediate Past-President shall be or become vacant prior to the expiration of such officer’s term by reason of death, resignation, disqualification or otherwise, the Board members shall, in the case of the President, elect from among themselves a person to fill such vacancy for a term ending at the next annual general meeting of Members and may, in the case of any other office, appoint a person who need not be a Board member to fill such vacancy. All appointments made under this section shall expire at the next annual general meeting.
Any vacancy not filled by the Board shall be filled at the next general meeting of Members at which Board members for the ensuing years are elected.
A vacancy in the position of Immediate Past President, however caused, shall not be filled until such time as the current President completes his or her term as President.
3.7 Removal of Board Members
A member of the Board may be removed from office by the Board if he or she is absent for three (3) consecutive Board meetings or for more than 50% of the meetings during any twelve (12) month period. In addition, Members of the Corporation entitled to elect the Board may, by resolution passed by at least two-thirds (2/3) of the votes cast thereon at a general meeting of Members of which notice specifying the intention to pass such resolution has been given, remove any elected member of the Board before the expiration of his or her term of office, provided that prior to issuing any such notice, such Members have provided the Secretary of the Corporation with evidence of the written support of at least 20% of the Members to such resolution. Members of the Corporation may also, by majority of the votes cast at such meeting, elect any person in his or her stead for the remainder of the term (except that no replacement shall be elected for the Immediate Past President).
The Board may from time to time constitute such committees, as it deems necessary to assist the Board in carrying out the affairs of the Corporation and shall prescribe the duties of any such committees. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the Board may from time to time make. The Board may, by a resolution passed by at least two-thirds (2/3) of the votes cast thereon, remove any member of any such committee. Without limiting the generality of the foregoing, the Board shall appoint, on an annual basis, an Executive Committee, which shall be comprised of the President, Vice President, Secretary, Treasurer and Immediate Past President of the Corporation. The Executive Committee shall meet between Board meetings as required, and shall be responsible for overseeing the day-to-day matters and activities of the OSU, and shall render a report of its functions and operations at meetings of the Board whenever and to the extent required by any member of the Board.
For each annual meeting the Secretary shall ensure that a Call for Nomination appears in the notice of the meeting to be made available to all Members. The Call for Nomination will identify the offices of the Corporation named in section 3.1 hereof that are open for election at the meeting. Any Member may submit a written nomination for such election to the Secretary of the Corporation at least fourteen (14) days prior to the date of the meeting indicating the name of the candidate to be considered for election and summarizing his or her qualifications. The Secretary shall report to the Members at the annual meeting of the Corporation all those candidates for the Board positions nominations for whom have been received at least fourteen calendar (14) days before the annual meeting. Only the names of the qualified candidates so received by the Secretary will be considered at the meeting. Any person nominated must consent to his or her nomination. The eligibility of nominees for any office of the Corporation shall be verified by the Secretary. Any dispute in respect of the eligibility of a nominee for any office of the Corporation shall be decided by the Board.
3.10 Rules and Regulations
The Corporation 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 Club's paid and volunteer positions
e) duties of Board of Directors: process for revoking appointments
f) voting at General Meeting: procedures for voting
g) The Board shall have the sole authority to establish and amend the rules governing all aspects of recreational, developmental and competitive teams within the OSUSA.
h) Without limiting the generality of the (g), the Board shall have the sole authority to establish and amend rules governing tournaments, the selection of competitive coaches, players and other corporation officials
The Board shall have the sole authority to establish and amend the rules and regulations. The Board may approve and publish Rules and Regulations which are not inconsistent with this By-Law and are not inconsistent with the Rules and Regulations of a higher level governing organization.
4.0 MEETINGS OF THE BOARD
4.1 Place of Meeting
Meetings of the Board may be held either at the head office of the Corporation or at any place within or outside Ottawa.
A meeting of the Board may be convened at any time by:
a. the President, or
b. any five (5) members of the Board.
The Board shall meet at least once per month, unless otherwise agreed to by the Board. In addition, the Board shall convene a meeting twice annually with all of the Club Coordinators, which meetings shall be held prior to and following the completion of the outdoor soccer season. The notice of any meeting convened as aforesaid need not specify the purpose of or the business to be transacted at the meeting. Notice of any such meeting shall be served in the manner specified in section 11.1 hereof not less than seven (7) days before the meeting is to take place; provided always that a Board member may in any manner and at any time waive notice of a meeting of the Board (before or after the meeting to which such waiver relates). Attendance of a Board member at a meeting of the Board shall constitute a waiver of notice of the meeting, except where any Board member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Meetings of the Board may be held at any time without notice if all the Board members are present (except where a Board member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called) or if all of the absent Board members waive notice before or after the date of such meetings. If the first meeting of the Board following the election of the Board by the members is held immediately thereafter, then for such meeting or for a meeting of the Board at which a person is appointed to fill a vacancy in the Board, no notice shall be necessary to the newly elected or appointed Board member or members in order to legally constitute the meeting, provided that a quorum of the Board is present.
4.3 Omission of Notice
The accidental omission to give notice of any meeting of the Board to, or the non-receipt of any such notice by, any person shall not invalidate any resolution passed or any proceeding taken at such meeting.
The Chair of each meeting of the Board shall be the President. In the absence of the President, the chair of the meeting shall be the Immediate Past President. In the absence of both the President and the Immediate Past President, the meeting shall be chaired by such other member of the Board as the members of the Board in attendance shall select.
A majority of Board members then in office shall constitute a quorum for the transaction of business at any meeting of the Board. Notwithstanding vacancies in the Board, the remaining Board members may exercise all of the powers of the Board as long as a quorum of the Board remains in office.
Motions arising at any meeting of the Board shall be decided by a simple majority of votes. Notwithstanding the first paragraph of this section 4.6, a motion to amend the OSU rules as described in paragraph 3.10 hereof shall require assent by a two-thirds (2/3) majority vote of the Board members in attendance at the meeting.
Business that is conducted at a Board meeting shall be kept confidential by the members of the Board until the minutes of the meeting have been approved, unless otherwise specifically agreed to by the Board.
4.8 Remuneration of Board Members
The members of the Board shall serve as Board members without remuneration and no Board members shall directly or indirectly receive any profit or remuneration in any capacity whatsoever from his or her position as a Board member, provided that a Board member may be paid reasonable expenses incurred by him or her in the performance of his or her duties.
Fees payable by players shall be fixed by the Board.
4.10 Advisory Board
The Board may establish a non-voting advisory board which will consist of up to seven (7) representatives of the business, volunteer and sports community as well as elected officials. The advisory board may meet up to two (2) times annually at the invitation of the Board.
5.0 FOR THE PROTECTION OF BOARD MEMBERS AND OFFICERS
5.1 Conflict of Interest
Notwithstanding the provisions of section 71 of the Act, except with the prior written approval of the Board, no Board member shall entitled to be in any way directly or indirectly interested in or contracting with the Corporation either as vendor, purchaser or otherwise, or being concerned in any contract or arrangement made or proposed to be entered into with the Corporation in which he or she is in any way directly or indirectly interested either as vendor, purchaser or otherwise. If such a Board member does not declare his or her interest in advance and receive the requisite prior written approval of the Board, then such Board member shall be disqualified from office and shall vacate such office and shall be liable to account to the Corporation, its Members and, if required, its creditors for any profit arising from any such office or contract or arrangement. In addition, the Directors shall be subject to the Conflict of Interest and Standards of Conduct Policy in the OSA's published rules.
5.2 For the Protection of Board Members and Officers
Except as otherwise provided in the Act, no Board member or officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other Board member or officer or employee of the Corporation or for joining in any receipt or act with any of them for conformity, or for any loss, damage or expense incurred or suffered by the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation, or for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, including any person with whom or which any moneys, securities or effects shall be lodged or deposited, or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation, or for any other loss, damage or misfortune whatsoever which may be incurred or suffered by the Corporation in the execution of the duties of his or her office, or in relation thereto, unless the same shall happen by or through his or her own willful neglect or default or failure to act honestly and in good faith with a view to the best interests of the Corporation, provided that nothing herein shall relieve any Board member or officer of any liability imposed upon him or her by statute.
6.0 INDEMNITIES TO MEMBERS OF THE BOARD AND OTHERS
6.1 Indemnities to Board Members
All Board members and officers of the Corporation, and their heirs, executors, administrators and legal representatives, may from time to time and at all times be indemnified and saved harmless out of the funds of the Corporation, from and against:
a. all costs, charges and expenses whatsoever which such Board member or officer sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecutes against the Board member or officer, for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by the Board member or officer, in or about the execution of the duties of his or her office; and
b. all other costs, charges and expenses which the Board member or officer sustains of incurs in or about or in relation to the affairs of the Corporation;
except such cost, charges and expenses as are occasioned by the Board member’s or officer’s own willful neglect or default or failure to act honestly and in good faith with a view to the best interests of the Corporation.
Subject to applicable law, the Corporation may purchase and maintain such insurance for the benefit of its Board members and officers as the Board may from time to time determine.
The officers of the Corporation shall be the President, the Vice President, the Secretary, the Treasurer, the Immediate Past President, the Developmental League Director, the Recreational League Director, the Youth Competitive Director, the Technical Director, the Discipline/Referee Director and the Adult Soccer Director, who each shall be elected in accordance with the provisions of section 3.4 hereof. The Board may from time to time appoint such other officers and agents as it shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the Board. A Board member may be appointed to any office of the Corporation, but none of the officers, except the officers named in the first sentence of this section, need be a Board member of the Corporation. Any other officer appointed by the Board may be terminated by the Board. No officer may hold more than one office at the same time.
7.2 Powers and Duties
Subject to the provisions of section 2.5 hereof, all officers shall sign such contracts, documents or instruments in writing as require their respective signatures and shall respectively have and perform all powers and duties incident to their respective offices and such other powers and duties as may from time to time be assigned to them by the Board, subject however to any special resolution of the Corporation.
7.3 Duties of Officers May be Delegated
In case of absence or inability to act of any officer of the Corporation or for any other reason that the Board may deem sufficient, the Board may delegate all or any of the powers of any such officer to any other officer or to any Board member for the time being.
The President shall be the chief executive officer of the Corporation unless otherwise determined by special resolution of the Corporation. The President shall, subject to any special resolution of the Corporation, when present, preside at all meetings of the Board and of Members of the Corporation.
7.5 Immediate Past President
The Immediate Past President shall act as an advisor to the President and the Board on matters before them, as requested.
7.6 Vice President
The Vice President shall perform the duties assigned by the President.
The Secretary shall:
a. give or cause to be given notice for all meetings of the Board and of Members when directed to do so;
b. keep minutes for all such meetings; and
c. have charge of the minute books of the Corporation and of the documents and register referred to in section 300 of the Act.
Subject to the provisions of any resolution of the Board, the Treasurer shall have the care and custody of all the funds and securities of the Corporation and shall deposit or cause to be deposited the same in the name of the Corporation in such bank or banks or with such depositories as the Board may direct. The Treasurer shall keep or cause to be kept the books of account and accounting records referred to in section 302 of the Act. The Treasurer may be required to give such bond for the faithful performance of his or her duties as the Board in its uncontrolled discretion may require, but no Board member shall be liable for failure to require any bond or for the insufficiency of any bond or for any loss by reason of the failure of the Corporation to receive any indemnity thereby provided.
7.9 Other Officers
The responsibilities of the other officers of the Corporation shall be as established by the Board from time to time.
8.1 Membership Qualification
To be a Member, a person must be at least eighteen (18) years of age and, unless such person is either a “Life Member” or a “Founding Member” (and in either case has not been deemed not to be a Member pursuant to paragraph 8.7 hereof), a person who is currently registered with the corporation in one or more of the following capacities:
1. member of the Board;
2. Summer Club coordinator;
3. Summer Competitive, developmental and recreational team officials (up to two for each developmental and recreational team; up to four for each competitive team); and/or
4. other OSU official as may be designated by the Board.
No person shall be entitled to hold more than one membership in the Corporation for voting purposes, notwithstanding that he or she qualifies as such under more than one of the categories specified above. Each summer developmental and summer recreational team is entitled to have a maximum of two (2) team officials registered as Members of the OSU. Each summer competitive team is entitled to have a maximum of four (4) team officials registered as Members of the OSU. The term of membership of the summer team officials shall expire on the date immediately following the date of the annual meeting of the Corporation following the summer session, unless the team official continues to act as a team official for OSU during OSU’s winter session, in which case the summer team official’s membership continues to be in force until the commencement of the next ensuing summer session.
Any amendment to section 8.1 hereof shall only be valid if approved by at least two-thirds (2/3) of all of the Members as noted on the list of Members referred to in section 8.2 hereof with such approval to be obtained at a meeting of the Members called for that purpose.
8.2 Maintenance of Membership List
A list of all Members registered in the OSU shall be compiled and maintained by the Secretary. A list of Members in good standing shall be posted on the OSU website at least thirty (30) days prior to the annual meeting of the Corporation. Any person whose name does not appear on the list, and who wishes to have his or her name added to the list, shall make application to the Secretary in writing no later than fifteen (15) days prior to the meeting. Should the Secretary determine that the person does not meet the requirements for the OSU membership as defined in section 8.1 hereof, the applicant’s name shall not be added to the membership list. The Secretary shall notify each applicant of his or her decision at least ten (10) days prior to the annual meeting. The applicant has the right to appeal the Secretary’s decision to the Board of Directors. Such appeal must be made in writing and received by the OSU at least five (5) days prior to the annual meeting. The Board shall rule as to the applicant’s eligibility as a Member of the OSU. The Board’s decision on the matter is final.
8.3 Life Members
The Board may by resolution name persons to be Life Members in recognition of their contributions to the Corporation.
8.4 Founding Members
The Board may by resolution name persons as Founding Members in recognition of their role in the establishment of the OSU.
8.5 Discipline of 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 Corporation's published rules and a hearing held in accordance with the Corporation's and OSA's published rules. An individual whose Membership has been suspended loses all rights of Membership until the suspension has been terminated. Player, team and team official discipline for game infractions is governed in accordance with the procedures published by The OSA. Any Member, who infringes the Articles or rules of the Corporation or brings the Corporation into disrepute, may be reprimanded, suspended or expelled from the Corporation after a hearing by the Board of Directors of the Corporation at which hearing the Member is entitled to attend.
8.6 Termination of Membership
Membership in the Corporation shall be deemed to have been terminated:
1. if the Member submits a signed letter of resignation to the Corporation;
2. if the Member is expelled by the Corporation's Board of Directors or if the Member has been deemed to no longer be a Member pursuant to paragraph 8.7 hereof;
3. if the Member, with exception of a Life Member or a Founding Member, is no longer registered with the Corporation; and
4. in the case of a Life Member or a Founding Member, if neither 1 nor 2 apply, upon the death of the Life Member or Founding Member.
8.7 Conflict of Interest
No person shall be deemed to be a Member who in the opinion of the board is in a conflict of interest. This would include but is not limited to: executive members of other clubs, competitive coaches or technical representatives of other clubs.
In the event of a dispute, the OSU Board of directors will have ultimate discretion with respect to who may or may not be accepted as a volunteer for membership purposes. Any disputes related to a persons status may be referred to the BOD through the discipline committee of the OSU, for final adjudication.
9.0 EXECUTIVE COUNCIL
The Executive Council shall consist of six (6) Members of the Corporation, starting in 2012 with the then-current founding Board of Director members. The initial term of the Executive Council will be for six (6) years. A Member must be on the Board of Directors for a period of 4 consecutive years prior to being considered for inclusion in the Executive Council - subject to a maximum total of no more than six members in the Executive Council. At the end of the initial six years, a minimum of one-half of the Executive Council and one -half of the Board of Directors have to agree for an individual to continue as a member of the Executive Council for a subsequent six year term, should he/she desire to continue in that role. Subject to 9.2, the Corporation shall not incur any additional costs associated with the Executive Council.
9.2 Functions and Powers
Notwithstanding anything else contained in this By-Law, in order to ensure prompt and effective action by the Corporation, the Members confer on the Executive Council decision-making authority on:
1. Calling for an independent audit of the books and records of the Corporation; at the expense of the Corporation;
2. Exercising final decision-making veto authority with respect to the hiring or termination of professional and/or paid employees of the Corporation;
3. Requiring a special meeting of the Members to be called to consider special business of the Corporation;
4. Obtaining access to review any commercial contract involving the Corporation; or
5. Making recommendations to the Board of Directors from time to time.
Accordingly, no decision of the Executive Council with regard to the matters set out above shall require ratification by the Members.
Each member of the Executive Council shall have one vote. Decisions of the Executive Council shall be made by an affirmative vote by all the members of the Executive Council.
The Executive Council shall hold periodic meetings (only as necessary) at which each of its members shall be entitled to attend. Written notice of such meeting must be given to each of the members of the Executive Council in accordance with the provisions of this By-Law at least fifteen (15) days prior to the date of such meeting. A quorum at such meetings shall be at least five (5) members of the Executive Council in attendance in person or by telephone. Attendance by proxy shall not be permitted. The Executive Council shall otherwise adopt its own rules of procedure, including the method of selecting its Chair and/or Vice-Chair(s).
10.0 MEETINGS OF MEMBERS
10.1 Annual General Meeting
Subject to compliance with section 293 of the Act, the annual general meeting of the Members shall be held at any place within the City of Ottawa on such day in each year between the first (1st) day of October and the thirtieth (30th) day of November, and at such time as the Board may by resolution determine or, in the absence of such determination, at the place where the head office of the Corporation is located.
The agenda for the annual general meeting shall include:
a. Minutes of the last general meeting;
b. President’s Report, including a description of key priorities and initiatives for the upcoming
c. Treasurer’s Report, including a proposed annual budget for approval at the meeting, together
with draft pro forma financial statements for the previous fiscal year;
d. Appointment of Auditors;
e. Unfinished Business;
f. Nomination of Candidates for Board Membership;
g. Election of Board Members;
h. New Business; and
Any amendment to section 10.2 hereof shall only be valid if approved by at least two-thirds (2/3) of all of the Members as noted on the list of Members referred to in section 8.2 hereof with such approval to be obtained at a meeting of the Members called for that purpose.
10.3 General Meetings
Other general meetings of the Members may be convened by:
a. the President;
b. the Board; or
c. upon receipt of written request by at least 60% of the Members, stating the nature of the business to be discussed.
The meeting shall be held within twenty-eight (28) days of the receipt of the request by the Secretary, at any date and time and at any place within Ottawa or, in the absence of such determination, at the place where the head office of the Corporation is located.
An electronic, printed, written or typewritten notice stating the day, hour and place of a general meeting and the general nature of the business to be transacted shall be given by posting or publishing such notice on the Club’s website or in local newspapers not less than fifteen (15) days and not more than sixty (60) days before the date of the meeting. The notice shall specify the nature of the business to be discussed.
10.5 Waiver of Notice
A Member and any other person entitled to attend any meeting of Members may in any manner waive notice of a meeting of Members and attendance of any such person at a meeting of Members shall constitute a waiver of notice of the meeting except where such person attends a meeting for the express purpose of objecting to the transaction of business on the grounds that the meeting is not lawfully called.
10.6 Omission of Notice
The accidental omission to give notice of any meeting to or the non-receipt of any notice by, any Member or Members or the auditor of the Corporation or any irregularity in the notice of any meeting shall not invalidate any resolution passed or any proceedings taken at any meeting of Members.
Each Member present at a general meeting of the Corporation shall be entitled to one vote at that meeting. Except as provided in section 3.4, every question submitted to any meeting of Members shall be decided in the first instance by a show of hands. In the case of an equality of votes the question shall fail, and the chair of the meeting shall not on a show of hands or at a poll have a second or casting vote in addition to the vote to which he or she may be otherwise entitled. At any meeting of Members, unless a poll is demanded, a declaration by the chair of the meeting that a resolution has been carried or carried unanimously or by a particular majority shall be conclusive evidence of the fact. A poll may be demanded either before or after any vote by show of hands by any person entitled to vote at the meeting. If at any meeting a poll is demanded on the election of a chair or on the question of adjournment it shall be taken forthwith without adjournment. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A demand for a poll may be withdrawn.
10.8 Chair of the Meeting
In the event that the President, the Immediate Past President and the Vice President are absent, then the persons who are present and entitled to vote shall choose another Board member as chair of the meeting; however if no Board member is present or if all the Board members present decline to take the chair, then the persons who are present and entitled to vote shall choose one of their number to be chair.
Votes at meetings of the Members must be given personally and not by proxy. Upon a poll or by ballot, every Member who is entitled to vote at the meeting and is present in person shall have one vote. For certainty, Members may not vote by proxy.
The chair of any meeting of members may with the consent of the meeting adjourn the same from time to time to a fixed time and place and no notice of such adjourned meeting need by given to the members. Any business may be brought before or dealt with at the original meeting in accordance with the notice calling the same.
A quorum at any meeting of the Members (unless a greater number of Members are required to be present by the Act or by the letters patent or any other by-laws) shall be Members present being not fewer than fifteen (15) in numbers. No business shall be transacted unless the requisite quorum is present at the time of the transaction of such business. If a quorum is not present at the time appointed for a meeting of Members or within such reasonable time thereafter as the Members present may determine, the persons present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business and the provisions of section 10.4 with regard to notice shall apply to such adjournment.
The Board may by resolution make provision for the attendance by guests and visitors at any meeting.
10.13 Election Procedures
The election of the Board members shall take place during the annual general meeting in a manner and at a time to be designated by the Board. The Board shall prescribe the manner of holding elections, including forms to be used, the method of voting and such rules and procedures pertaining thereto so as to enhance the fair and proper conduct of elections. Furthermore, for the purposes of the conduct of the elections at the annual meeting, the President shall appoint a Chief Returning Officer, who shall be responsible for the preparation of the ballot in accordance with the requirements of this by-law and the procedures established by the Board, the tallying of ballots cast and the appointment of additional election officers as deemed appropriate. The Chief Returning Officer or appointed election officials shall not be candidates for election to office at the annual meeting of Members.
11.0 GENERAL PROVISIONS
11.1 Method of Giving Notice
Any notice (which term includes any communication or document) to be given (which includes posted, published, sent, delivered or served) pursuant to the Act, the Regulations, the letters patent, the by-laws or otherwise to a Member, officer, auditor or member of a committee or the Board shall be sufficiently given if posted on the OSU website, published in a local newspaper, delivered personally to the person to whom it is to be given, delivered to his or her or its recorded address, mailed to him or her or it at his or her or its recorded address by prepaid ordinary or air mail or sent to his, her or its recorded address by any means of prepaid transmitted or recorded communication. A notice so posted or published shall be deemed to have been delivered on the date of posting or publication; a notice so delivered shall be deemed to have been given it is delivered personally or to the recorded address as aforesaid; and a notice so mailed shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The Secretary may change or cause to be changed the recorded address of any Member, Board member, officer, auditor or member of a committee of the Board in accordance with any information believed by him or her to be reliable.
11.2 Computation of Time
In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.
11.3 Omission and Errors
The accidental omission to give any notice to any Member, Board member, officer or auditor or the non-receipt of any notice by any Member, Board member, office or auditor or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.
11.4 Waiver of Notice
Any Member, Board member, officer or auditor may waive any notice required to be given and such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice.
11.5 Rules of Conduct
In any case where reference to procedural rules for the conduct of a meeting is required or desired, reference shall be made to the most recent edition of Robert’s Rules of Order, provided that any such rules shall be subject always to the Act, the letters patent, the by-laws and special resolutions of the Corporation.
11.6 Cheques, Drafts, Notes, etc.
All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons, whether or not officers of the Corporation and in such manner as the Board may from time to time designate by resolution.
11.7 Dispute Resolution
The Corporation shall adhere to the Dispute Resolution process as published and approved by The OSA from time to time. Any Member of the Corporation may initiate the Dispute Resolution process by communicating in writing to The OSA, with a copy to the Corporation and 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 Corporation shall make available to any Member the Dispute Resolution process when requested.
The Corporation 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 Corporation. 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 Corporation shall make available to any Member the Harassment Policy when requested.
a. Any Member or registrant of the Corporation directly affected by a decision of the Corporation may appeal such decision. The denial or termination of Membership in the Corporation may be appealed by a non-Member.
b. A decision of the Corporation may be appealed to the District Association with which the Corporation is affiliated. The appeal shall be conducted in accordance with The OSA's and District Association'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 Corporation's operations, except where the selection, appointment and revocation process outlined in the Corporation's published rules has not been followed.
d. An individual shall not appeal a decision made by the Corporation regarding a player's team assignment.
12.0 AMENDMENT AND REPEAL
By-Law amendments may be proposed by the Board of Directors, or submitted by a Member to the Corporation. This by-law may be amended by two-thirds (2/3) of the votes cast at the annual meeting or a general meeting of Members called for that purpose provided that notice of such amendment has been sent to all Members at least fifteen (15) days prior to the annual or general meeting. Any proposed amendment(s) to the by-law must be submitted to the Secretary in writing at least thirty (30) days prior to the meeting at which the amendment(s) will be considered. All proposed changes will be made available to Members at the OSU office at least seven (7) days prior to the meeting at which they will be considered. The wording of proposed changes to the by-law may be amended during the meeting at which they are being considered, as long as the basic intent of the proposed amendment is not altered.
All prior by-laws, resolutions and proceedings of the Corporation inconsistent with this by-law are hereby amended, modified and revised in order to give effect to this by-law.
13.1 Effective Date. This by-law shall come into force without further formality upon confirmation by the members at a meeting duly called for that purpose.
I certify that this document is the sole true copy of the Ottawa South United Soccer Association By-Law #1, as last amended at the 2015 Special General Meeting of the Ottawa South United Soccer Association which was held on Thursday September 3rd, 2015, in Ottawa, Ontario.