EAST REGION SOCCER LEAGUE BY-LAWS
These By-Laws were adopted at the 2021 Annual General Meeting of the East Region Soccer League, held on January 15, 2022.
ARTICLE 1: LEGAL ENTITY
The League was incorporated by Letters Patent under Part III of the Ontario Not-for-Profit Corporations Act of Ontario as East Region Soccer League (hereinafter referred to as “the League”). The headquarters of the League is located in Ottawa Ontario.
ARTICLE 2: AIMS AND OBJECTIVES
The League has the following aims and objectives:
ARTICLE 3: GOVERNING ORGANIZATIONS
The League is governed and regulated by Canada Soccer and Ontario Soccer (“OS”) and as such abides by the published rules of and regulations of those organizations. The League is an Associate Member of Ontario Soccer.
ARTICLE 4: MEMBERS
1. Qualifications – Members of the League shall be a Club that meets all of the following conditions:
2. Entitlement to Vote – The election of Directors of the LMB shall proceed in the manner set out in Article 5(2) of these By-Laws.
For other issues requiring an Annual or Special General meeting held in the off-season, Members of the League are entitled to one vote for each of their teams that played in the league the current or most recent summer season, plus 1 vote.
Notwithstanding the foregoing, a Member club may not cast votes at an Annual General Meeting or Special General meeting if the Member has unpaid debts to the League on the date of the meeting.
3. Term of Membership – Membership is renewable on an annual basis prior to the commencement of each summer season.
The annual Membership Fee and Team Registration Fees for each competition shall be set by the League Management Board (the “LMB”) and ratified by the Membership at a general meeting of the League. Fees will be published in the Schedule of Fees and Fines.
4. Termination – Membership of a club in the League is terminated if the Member:
a) submits a signed letter of withdrawal to the League;
b) is expelled by the LMB, where the Member has faced discipline charges (as set out in Article 4(5) below) or has been found to violate the By-laws or rules and regulations of the League.
c) fails to renew Membership in accordance with the League By-laws.
5. Disciplinary Action – A Member may be disciplined by the LMB and may face fines, censure, suspension or be expelled from Membership if the Member:
a) Obstructs or hinders the operation of the League by infringing on the By-laws or rules and regulations; or
b) Brings the League into disrepute and is found to be deliberately or maliciously damaging the League’s reputation and good standing.
Procedure for discipline of a Member are set out in the League’s Discipline Policy and Ontario Soccer’s published discipline and appeals policies.
ARTICLE 5: LEAGUE MANAGEMENT BOARD
1. Number and Qualifications – The activities and affairs of the League are managed by the League Management Board (“LMB”), which is comprised of 5 elected directors, with at least one director representing Southeast Ontario Soccer Association (SOSA) (unless no nominations are received for a candidate representing SOSA).
To be qualified, a Director must:
a) Be at least 18 years of, age;
b) Not be a director or paid employee of a Member club (except that an elected candidate will be given 90 days to resign their position with the club);
c) Not be an undischarged bankrupt; and
d) Execute, deliver and abide by the League’s Code of Conduct and any conflict of interest guidelines and rules that may be applicable to them from time to time.
2. Election and Term of Office – LMB members are elected by the Members at the Annual General Meeting or a Special Meeting of Members convened for that purpose.
Voting for Director positions at the Annual General Meeting will be by secret ballot. Each Club will indicate on their ballot their first choice, second choice and third choice (if applicable) among the eligible candidates. Candidates will be awarded 3 points for each first choice vote, 2 points for each second choice vote and one point for each third choice vote. The candidates with the highest point totals will fill the vacant positions.
In the event that the number of nominations equals or is less than the number of vacancies, then all candidates will be acclaimed.
LMB members are elected for a term not to exceed two years commencing at the close of the Annual General Meeting at which the election of such individuals to the LMB is to be effective and expiring at the close of the Annual General Meeting coincident with the end of the term.
A minimum of three Director positions shall be up for election at the 2021 Annual General Meeting. Two Board members that were elected for two-year terms at the 2020 Annual General Meeting are entitled to serve until the 2022 Annual General Meeting. After 2021, two Director positions shall be up for election in even-numbered years and three Director positions shall be up for election in odd-numbered years.
For the purposes of this Article 5(2), “year” means any period between an annual meeting and the next following annual meeting of Members during which an individual serves as a Director.
3. Vacancies on the Board – If a vacancy occurs on the Board, due to a resignation or removal, a replacement Director may be appointed by the League Management Board, and the replacement Director will serve only until the next Annual General Meeting of Members, at which time, the replacement Director could stand for election to the Board, if he/she chooses.
4. Vacation of Office – A Director will cease to be a Director when he/she:
a) dies or resigns;
b) is declared incapable by a court in Canada;
c) has the status of a bankrupt;
d) is removed under Article 5(5); or
c) ceases to be qualified under Article 5(1).
5. Removal of Director – A Director may be removed from the Board at a meeting of the Directors, or by written resolution of the Directors, or by ordinary resolution at a Special Meeting, provided that at least seven days’ notice to remove the Director has been given to all Board members.
The reasons for removal of a Director can be varied, and may include, but are not limited to:
a) chronic absenteeism from Board meetings;
b) unprofessional behaviour which compromises the reputation and status of the League
c) violations of any of the League’s policies including the Conflict of Interest Policy;
d) failure to abide by the League’s Code of Conduct;
e) breach of fiduciary duties;
f) breach of confidentiality or privacy
g) conviction of a criminal offense regardless of whether or not the offence directly affects the League.
6. Nomination of Directors – Nominations for vacancies on the LMB can be made by any Member. The following process for electing directors to the LMB at the Annual General Meeting shall apply:
a) The Notice of the Annual General Meeting sent to all Members will contain information on vacancies on the LMB.
b) For the 2022 and subsequent AGMs, members may submit nominations for vacancies on the LMB at least 45 days before the date of the Annual General Meeting.
c) Nominations are to be submitted to the Secretary of the LMB and must be accompanied by a brief biography and must include acknowledgement by the Nominee that they are willing to stand for election to the LMB. Nominees shall also be required to identify any affiliation to a Club. Affiliation includes, but is not limited to, a registered member of the club or a registered coach or manager. At no time shall there be more than one Board member who has identified the same Club affiliation.
d) Names of nominated individuals, along with a bio, will be set forth on a ballot to be voted on at the Annual General Meeting.
ARTICLE 6: DUTIES AND RESPONSIBILITIES OF THE LEAGUE MANAGEMENT BOARD
1. Management – The LMB 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.
Without restricting the generality of the foregoing, the LMB shall have power to authorize expenditures on behalf of the League from time to time.
The LMB will act in the best interests of the League and be accountable for the stewardship of the League, including, but not limited to,
a) Overseeing the conduct and operation of the League,
b) Reviewing and approving strategies, plans and financial objectives,
c) Appointing, training, monitoring, advising and supervising staff or contracted service providers,
d) Assessing the performance and results of staff (or service providers) and the League,
e) Ensuring effective communication with Members,
f) Ensuring the integrity of internal control and management/financial information systems,
g) Exercising their duty of care and preserving the League’s assets.
h) Confirming the teams that are eligible to play in League competitions in accordance with pertinent published policies.
2. Employees and Service providers – The LMB may appoint such service providers and hire such employees/contractors as it deems necessary from time to time and such person will have the authority and will perform duties as determined by the LMB. The LMB may delegate by resolution to an Officer or Officers the right to hire employees.
3. Ex-officio members – The LMB may appoint such members, without voting rights, to act in an advisory capacity.
4. Remuneration – The LMB or a designated Officer may fix a reasonable remuneration for service providers and employees of the League.
ARTICLE 7: MEETINGS OF LEAGUE MANAGEMENT BOARD
1. Number and Notice – The LMB shall meet at least 4 times per year and at a place to be determined by the Board. The Chair of the Board is responsible for calling meetings. Seven days’ written notice of any LMB meeting will be given, other than by mail, to each Director. If notice is given by mail, such notice will be mailed at least 14 days’ prior to the meeting.
2. Quorum – A majority of the members of the LMB shall form a quorum at any meetings of the LMB.
3. Voting – Each Director shall be entitled to exercise one vote at each meeting of the LMB. At all meetings of the LMB, every question shall be determined by a majority of votes cast at the meeting. Unless a ballot is demanded, an entry in the minutes of the meeting of the LMB to the effect that the Chair of the LMB declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of that fact without proof of the number or proportion of the votes recorded in favour or against the resolution.
4. Resolution in Writing – A resolution in writing, signed by all of the members of the LMB entitled to vote on that resolution at a meeting of the LMB, is as valid as if it had been passed at a meeting of the LMB.
5. Casting Vote – In the case of an equality of votes on any question at a meeting of the LMB, the Chair of the LMB shall not have a second or casting vote.
6. Special Meeting – Any two Directors may request that the Chair of the LMB call a Special Meeting of the LMB. If the Chair of the LMB does not call a Special Meeting within fourteen days of the request, a meeting of the LMB may be called and chaired by any other member of the LMB.
ARTICLE 8: COMMITTEES
1. Committees – The LMB may establish committees of the LMB, on such terms and conditions as the LMB deems appropriate, whose members will hold office at the discretion of the LMB or as otherwise determined by the LMB.
One LMB Director must the Chairperson of the League’s Discipline Committee.
The mandates, membership and procedures of committees will be maintained in a Governance Manual, to be amended at the sole discretion of the LMB.
ARTICLE 9: MEETINGS OF THE MEMBERS
1. Notice – Notice of each meeting of Members must be given to all Members at least 21 days prior to the meeting. The notice must be delivered:
a) to all Members by email, and
b) posted on the League’s website in a prominent place.
The Board of Directors may determine additional and other methods of delivery of the notice, in addition to those in (a) and (b) above.
The Notice must contain the date, time, and location of the meeting, and must state the purpose of the meeting.
If a member wishes to add an item to “New business” at the Annual General Meeting, the item must be submitted to the Board of Directors at least 21 days before the meeting.
2. Quorum – A majority of the voting Membership shall form quorum at all general meetings of the League. Any question shall be decided by a majority of the votes unless otherwise required by the By-laws or other law. Attendance at, and throughout, the entire meeting is mandatory. Any Member who fails to attend all or part of the General Meeting will be fined according to the rules and regulations.
3. Annual General Meeting – The Annual General Meeting shall generally be held on the last Saturday of November. In case of conflict with scheduled meetings of the governing bodies or other extenuating circumstances, the LMB may reschedule the Annual General Meeting to another Saturday between November 15 and December 15 of the same year.
4. Special General Meeting – The LMB may call at any time a Special General Meeting of the Members for the transaction of any business, the general nature of which is to be specified in the Notice calling the meeting.
5. Requisition for Meeting – Not less than one half of the Members of the League may request the LMB call a General meeting of the Members for any purpose connected with the affairs of the League. The requisition for a General Meeting must be submitted in writing to the LMB, signed by no less than 50% percent of the Members. The LMB must call the General Meeting within 45 days of receipt of the requisition, giving Notice as set forth in 1. above.
6. Proxy Voting – Every member entitled to vote at a meeting of Members may by means of a proxy appoint another Member or a person as the member's nominee to attend and act at the meeting in the manner, to the extent, and with the power conferred by the proxy. Only Members as defined in Article 4(1) may provide a proxy vote to another Member.
A Member and/or its delegates, may only hold in total one (1) proxy.
The format for the proxy, and the issue, or issues, for which the proxy may be cast shall be decided by the LMB.
ARTICLE 10: OFFICERS
1. Officers – The Officers of the League will be the Chair of the League, Secretary and Treasurer.
2. Appointment – Officers other than the Chair of the LMB will be appointed by resolution of the LMB Directors from time to time. The Chair of the LMB will be appointed from among the Directors by resolution passed by a vote of not fewer than two-thirds of all Directors.
3. Term – The Chair of the LMB will hold office for a term expiring at the close of the next Annual General Meeting of Members following appointment or until their successor as Chair of the LMB is appointed. All Officers, other than the Chair of the LMB will be appointed by the LMB for such a period of time as the LMB determines. Officers are removable in accordance with applicable law and by resolutions of the LMB at any time.
4. Duties and Responsibilities – The duties and responsibilities of Officers are as follows, and are set out in further detail, where necessary, in the LMB’s Governance Manual.
a) Chair of the LMB – the Chair of the LMB will preside at all meetings of the League Management Board, and at the Annual and any general meetings of the Members and will act as the Chief Executive Officer of the League to whom paid staff and volunteers will report; shall be ex officio member of all committees, except the nominations committee; will appoint all chairs of standing and special committees subject to ratification by the LMB; coordinate all duties of the LMB, committees, staff; and will be the spokesperson for the League, or where the Chair, or a higher governing body, delegates the responsibility to another person.
b) Secretary – The Secretary will carry out the affairs of the LMB generally under the supervision of the Officers and will attend all meetings of the LMB and Committees and record all votes and minutes of all proceedings in the books to be kept for that purpose. The Secretary will give or cause to be given notice of all meetings of the Members, the LMB and its Committees and will perform such other duties as may be specified by the LMB. In the absence of the secretary, the LMB or Committee will appoint another person to act in their stead.
c) Treasurer – The Treasurer shall have responsibility for the custody of the funds and securities of the League and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the League in the books belonging to the League and will deposit all monies, securities and other valuable effects in the name and to the credit of the League in such chartered bank or trust company, or in the case of securities, with such registered dealer in securities, as may be determined by the LMB from time to time. The Treasurer will oversee the disbursement of the League’s funds, and will present to the LMB on a quarterly basis, or whenever they may require it, an accounting of all the transactions and a statement of the financial position of the League.
ARTICLE 11: AMENDMENTS TO BY-LAWS AND POLICIES
1. By-Laws –Under the jurisdiction of the Ontario Not-for-Profit Corporations Act, and subject to Article 11 (when applicable):
2. Amendments to the Bylaws may be made:
i) by Ordinary Resolution of the Board. The new, amended, or revised By-law is effective until the next meeting of the Members and, except for those amendments that are considered fundamental changes, the voting Members may confirm, reject or amend the By-laws by Ordinary Resolution. A new, amended, or revised By-law that is not ratified by the Members ceases to have effect and no new By-law of the same or like substance has any effect until ratified at a meeting of the Members; or
ii) By a Member entitled to vote who may make a proposal to make, amend, or repeal a By-law in accordance with the Act which requires at least sixty (60) days’ notice. The new, amended, or repealed By-law will be submitted to the Members at the next meeting of Members and, except for those amendments that are considered fundamental changes, the voting Members may confirm, reject or amend the By-laws, by Ordinary Resolution (a majority of members present and voting).
3. Policies; Rules and Regulations – Amendments to League Policies and the Rules and Regulations are at the discretion of the LMB, by majority at a meeting of the LMB. Such amendments laws are effective immediately upon LMB of Directors approval, and such amendments or changes remain in effect until approved by the Members.
This does not preclude the LMB or Members from holding a Special General Meeting for the purpose of enacting amendments to the Policies or the Rules and Regulations, in accordance with Articles 9(4) and 9(5) of these By-Laws.
ARTICLE 12: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Members of the LMB and Officers of the League, former members of the LMB and Officers, their heirs, executors and administrators will be indemnified and saved harmless at all times by the League against all costs, losses and expenses including any amount paid to settle an action or satisfy a judgment, reasonable incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of their association with the League.
The League may not indemnify an individual unless the individual:
a) acted honestly and in good faith with a view to the best interests of the League; and
b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that their conduct was lawful.
Directors’ and Officers’ Liability Insurance - The League will, at all times, maintain in force such directors’ and officers’ liability insurance as may be approved by the LMB of Directors.
ARTICLE 13: AUDITOR / PUBLIC ACCOUNTANT
The members will appoint an auditor/public accountant at each Annual General Meeting to conduct either an audit/review engagement of the accounts of the League for reporting to the Members at the next Annual General Meeting. The auditor/public accountant will hold office until the next Annual general Meeting provided that the LMB of Directors will immediately fill any vacancy in the office of auditor/public accountant. The remuneration of the auditor/public accountant will be fixed by the LMB of Directors.
ARTICLE 14: BOOKS AND RECORDS
The Secretary of the League will ensure that all necessary books and records of the League required by the By-laws, or by applicable statute, are regularly and properly kept.
ARTICLE 15: DISPUTE RESOLUTION
The League shall adhere to the Dispute Resolution process as published and approved by Ontario Soccer from time to time. Any Member of the League may initiate the Dispute Resolution process by communicating in writing to Ontario Soccer, with a copy to the League, the nature and facts of the dispute. The Dispute Resolution process shall not to be used for game discipline which follows the normal discipline and appeals process.
ARTICLE 16: HARASSMENT AND CODE OF CONDUCT
The League shall adhere to the Harassment and Code of Conduct policies as published and approved by Ontario Soccer from time to time.
ARTICLE 17: APPEALS
Any Member directly affected by a decision of the League may appeal such decision to Ontario Soccer in accordance with Ontario Soccer’s published rules. The denial or termination of Membership in the League may be appealed by a non-Member.
An individual cannot appeal a decision made by the LMB regarding the appointment, non-appointment, re-appointment or revocation of an appointment of an individual to a 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 18: 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 LMB, following consultation with the Membership, to one or more not-for-profit soccer related organization(s) which is (are) registered with Ontario Soccer.