ARTICLE 1: NAME
The name of this organization shall be the Southeast Ontario Soccer Association hereinafter referred to as SOSA. The headquarters of SOSA shall be in the City of Kingston, Ontario.
ARTICLE 2: OBJECTIVES
1. SOSA shall have the following objectives:
To promote, develop and administer the game of soccer, both indoor and outdoor, within the geographical boundaries of the City of Quinte West, and the Counties of Hastings, Prince Edward, Lennox-Addington, Frontenac and Leeds
2. To represent and act on behalf of The Ontario Soccer Association, hereinafter referred to as The OSA, in the administration of OSA programs within SOSA.
3. To represent and act on behalf of its Member organizations and assist them develop and effectively administer soccer programs that promote the development of the mental, physical, social and leadership skills of their
Members.
ARTICLE 3: AFFILIATIONS
1. SOSA shall be a Member of OSA and shall follow the published rules of the OSA.. SOSA is subject to the published rules in declining order of authority of the following bodies:
1. The Canadian Soccer Association
2. The OSA
ARTICLE 4: MEMBERSHIP
1. There are four (4) classes of Membership:
1. Active Membership
Active Membership shall be open to clubs that meet the following criteria:
- are properly constituted soccer clubs have their headquarters in SOSA
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operate within defined boundaries as set out in the Rules & Regulations
All Clubs shall have a Constitution which meets the minimum requirements for a Club Constitution in accordance with the OSA's published rules.
All outdoor youth clubs must register a minimum of 4 youth teams containing no less than 14 players per team whose age spread is no greater than 3 years, or 4 outdoor mini teams containing no less than 11 players per team whose age spread is no greater than 3 years, or 4 indoor teams containing no less than 11 players per team whose age spread is no greater than 3 years.
All senior clubs must register a minimum of 1 outdoor team containing no less than 14 players , or 1 indoor team containing no less then 11 players
A Club which meets the OSA definition of:
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professional club which operates professional team(s) only
- club which operates both professional and amateur teams
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social club
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service club
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club operated by a municipality
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club operated by a facility.
A club running a senior recreational league 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 SOSA and The OSA.
2. Associate Membership
Associate Membership shall be open to leagues governed by the District Association including:
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District Leagues
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Multi-Jurisdictional Club Leagues
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leagues mandated by The OSA published rules, including:
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Regional Leagues
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Multi-Jurisdictional District Leagues
other organizations which operate soccer programmes including, but not limited, to:
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soccer camps, schools or academies
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school boards
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colleges
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universities
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referee associations
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coach associations which support the objectives of, and operate within, SOSA
3. Honorary Membership
The Board of Directors may confer an honorary Membership upon an organization or a person for a period of time.
Honourary Members are afforded all rights of Membership and shall have a voice but no vote at a general meeting of SOSA.
4. Life Membership
The Board of Directors may confer a life Membership upon a person.
Life Members are afforded all rights of Membership and shall have a voice but no vote at a general meeting of SOSA
5. Membership Fees
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 SOSA
6. Player Registration Fees
Members shall be required to pay player registration fees which shall be set by the Board of Directors and ratified by the Membership at a general meeting of SOSA.
7. Approval of New Members
A Club shall be accepted into Active Membership upon:
Submitting an application form along with the other required documents and Membership fees and obtaining the approval of the SOSA Board of Directors
An organization shall be accepted into Associate Membership upon:
submitting an application form along with the other required documents and Membership fees and obtaining the approval of the SOSA Board of Directors, where applicable
8. Membership Renewal
Active Members shall apply for renewal of their Membership by: by submitting an application form along with the required documents and Membership fees to SOSA prior to the Annual General Meeting and as set out in the Rules & Regulations. payment of an amount equal to ten per cent (10%) of the Membership fee for the year ending at the Annual General Meeting, and payment of the balance of the Membership fee after the Annual General Meeting when invoiced by SOSA.
Associate Members shall apply for renewal of their Membership prior to the Annual General Meeting and pay the entire Membership fee required for the year ending at the Annual General Meeting.
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.
9. Rights of Active and Associate Members
Active Members shall be accorded the following rights:
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To be governed in accordance with The OSA and SOSA published rules,
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To register players, administrators, team officials and referees with The OSA and SOSA,
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To be a Member of, and register their teams with, OSA sanctioned Leagues,
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To enter teams in OSA sanctioned competitions,
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To participate in OSA sanctioned programs such as player, coach and referee development,
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To participate in SOSA sanctioned programs,
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To attend and vote at all general meetings called by SOSA
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To operate Club Leagues in accordance with The OSA published rules,
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To operate Player, Coach and Referee Development Programs, and
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To participate in The OSA Insurance Plan
10. Associate Members shall be accorded the following rights:
To be governed, where applicable, in accordance with The OSA and SOSA published rules,
To register, where applicable, administrators and teams with The OSA and SOSA,
To enter teams, where applicable, in OSA sanctioned competitions,
To participate in OSA and SOSA sanctioned programs, and
To attend and vote at all general meetings called by SOSA
11. Discipline of a Member
A Member may be fined, censured, suspended or expelled from Membership for cause and only after charges have been laid in accordance with SOSA’s published rules and a hearing held in accordance with the SOSA’s and OSA's published rules. A Member whose Membership has been suspended loses all rights of Membership until the suspension has been terminated.
12. Termination of Membership
Membership in SOSA shall be deemed to have been terminated:
If the Member submits a signed letter of withdrawal to SOSA
If the Member is expelled by SOSA
If the Member fails to renew Membership in accordance with the By-Law.
ARTICLE 5: BOARD OF DIRECTORS
SOSA shall be governed by a Board of Directors which shall consist of 15 members , or such number not to be
less than 11, as may be amended from time to time in accordance with SOSA's By-Laws. These individuals shall hold the positions of:
- President
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Vice- President
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Secretary
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Treasurer
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Seniors Director
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2 West Directors
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2 Central Directors
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2 East Directors
A Director may hold more than one position.
A Director shall be eighteen (18) years of age or older.
A Director shall serve for a term of two years or until his or her successor is elected or appointed.
The positions of President, Treasurer, Seniors Director, 1 West Director, 1Central Director and 1 East Director shall be elected in even numbered years while the positions of Development,1 West Director, 1Central Director and 1 East Director Vice-President, Secretary,,, shall be elected in odd numbered years.
Director Vacancy
A Director has the right to resign her or his position by submitting a signed letter of resignation to the District Association.
A vacancy on the Board of Directors and their respective position(s) held, caused by death, or resignation which has been accepted by the Board of Directors, shall be filled by a majority vote of the Board of Directors. The successor Director shall hold his or her incumbent's position(s) for the remainder of the term being filled.
Removal of Director
No Member of the Board of Directors shall be removed for arbitrary reasons but may be removed if:
the Director is unable to perform the duties expected of the position due to, but not limited to, any of the following reasons:
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if she/he becomes incapable of performing the business of SOSA
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if she/he is absent from two or more meetings of the Board without satisfactory reason
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if she/he no longer resides in reasonable proximity to SOSA
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if she/he becomes, or is discovered to be, an undischarged bankrupt;
or
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the Director has compromised the integrity of SOSA due to, but not limited to, any of the following reasons:
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if she/he has been found guilty of an offence under the Harassment Policy of The OSA
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if she/he has been found guilty of an offence involving violence under the Discipline Policy of The OSA
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if she/he has failed to properly account for monies or other property belonging to SOSA
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if she/he has been found guilty of a criminal offence regardless of whether or not the offence directly affected SOSA
A Member of the Board of Directors holding his or her respective position(s), as Director or other position(s), may be removed from office by the Board of Directors 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 SOSA If a Director is removed by the Board of Directors, the Board of Directors may appoint a successor to the incumbent's position(s) for the remainder of the term being filled.
A Member of the Board of Directors may also be removed from office for good and sufficient cause at a meeting of the Members of SOSA 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 or her term being filled.
Conflict of Interest and Standards of Conduct
The Directors shall be subject to the Conflict of Interest and Standards of Conduct Policy in the OSA's published rules.
Duties of Board of Directors
The Board of Directors shall conduct the business of SOSA during the periods between general meetings of SOSA and in accordance with the authority granted to it in the
published rules of SOSA.
The Board of Directors shall be responsible for the appointment and renewal of appointments of all positions within SOSA except for those positions elected by the Membership of SOSA This shall include the appointment of volunteer and paid positions for coach and administrator positions within SOSA’s operations. The selection process and the appointments shall be based on procedures outlined in SOSA’s
published rules.
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 SOSA’s published rules.
Duties of Directors
President
Except:
as provided for in the Dispute Resolution Policy of the OSA, andwhere the President delegates the responsibility to another person,the President shall preside at all general meetings of the District Association and of the Board of Directors. The President shall be ex officio a member of all committees, except any nominations committee; shall appoint all chairs of standing and special committees subject to ratification by the Board; coordinate all duties of the Board, committees, staff; and shall be the spokesperson for SOSA.
Vice-President
The Vice President shall act in the absence of the President and shall
have other powers as assigned by the Board.
a Ontario Cup
- Arrange for game officials with assistance of Referee Development Director
- Attend, (or assign Area Director) Ontario Cup games in the district, to collect and submit all required information to the OSA Competitions Coordinator.
- Follow the OSA policies and procedures.
- Comply with and adhere to directives issued by the OSA Competitions Coordinator
b Tournaments
- In cooperation with the District Discipline Chair appoint a discipline committee to act at the tournament
- Receive from the Tournament Host misconduct reports for all cautions and dismissals together with Tournament Discipline Summary report 48 hours after completion of the tournament.
- Receive the tournament report within 21 days of the tournament’s completion
- Follow the OSA Policies and Procedures (Section 8)
Treasurer
The Treasurer shall ensure that full and accurate records are kept of the accounts of SOSA; shall report to the Board of Directors at least once per quarter; and shall submit an Annual Report to the Annual General Meeting.
Secretary
The Secretary shall keep a record of all minutes of the organization; keep on file all committee reports; notify officers and committee Members of their election or appointment; furnish committees with those documents required to perform their duties; sign all certified copies of acts of the society, unless otherwise specified in the District Association's published rules; maintain record books in which the constitution, published rules and minutes are entered and to have the current record books available at each meeting; to send out to the Membership a notice of
each general meeting; to send out to the board notice of each meeting; conduct the general correspondence of the organization that is not the proper function of another office or committee; prepare, prior to each meeting in consultation with the presiding officer an order of business; and in the absence of the president and vice-president to preside until the immediate election or appointment of a chair pro tem.
Immediate Past President
The Immediate Past President shall:
Refer to the individual who served as the SOSA’s President immediately prior to the current President.
Act only as an advisor to the Board of Directors.
Undertake those duties assigned by the President or the Board of Directors.
Directors
Seniors Director
This Director shall:
Have as the primary responsibility all matters and policies pertaining to the development of senior players
Ensuring that the needs of the district are met by:
Assist and coordinate the educational and development programs for senior players
Have such duties as prescribed.
Generally do all acts which further aid and promote the interests of game officials in SOSA.
Directors (Western Area):
There shall be two Directors who shall:
Represent member organizations in the Counties of Hastings and Prince Edward.
Attend member organizations board meetings as requested.
Have such duties as prescribed.
Be an official representative of the SOSA and shall conduct himself/herself in a manner befitting that responsibility at all relevant soccer functions.
Directors (Central Area):
There shall be two Directors who shall:
Represent member organizations in the Counties of Lennox-Addington, and Frontenac.
Attend member organizations board meetings as requested.
Have such duties as prescribed.
Be an official representative of the SOSA and shall conduct himself/herself in a manner befitting that responsibility at all relevant soccer functions.
Directors (Eastern Area):
There shall be two Directors who shall:
Represent member organizations in the County of Leeds.
Attend member organizations board meetings as requested.
Have such duties as prescribed.
Be an official representative of the SOSA and shall conduct himself/herself in a manner befitting that responsibility at all relevant soccer functions.
Appointed Positions
Executive Director
There may be an executive director to manage, direct and oversee SOSA’s administrative affairs who shall be selected and appointed by the board of directors. The executive director shall be a non voting member of the board of directors who must comply with the OSA published Conflict of Interest Rules.
The executive director shall be paid such remuneration as determined by the board of directors and have such duties as prescribed by the board of directors.
District Administrator
There may be an administrator to conduct SOSA’s administrative affairs who shall be selected and appointed by a committee of the board of directors.
The administrator shall be paid such remuneration as determined by the board of directors and have such duties as prescribed by the board of directors.
The Coordinators and Chairs below shall be paid such remuneration as determined by the board of directors and have such duties as prescribed by the board of directors.
District Referee Coordinator
Have as the primary responsibility all matters and policies pertaining to referee development.
Ensuring that the referee needs of the district are met by:
Assist and coordinate the educational and development programs for referees
Have such duties as prescribed.
Generally do all acts which further aid and promote the interests of SOSA.
District Player Development Coordinator
Have as the primary responsibility all matters and policies pertaining to youth players.
Ensuring that the player needs of the district are met by:
Assist and coordinate the educational and development programs for youth players
Have such duties as prescribed.
Generally do all acts which further aid and promote the interests of SOSA
District Discipline Chair
To Conduct hearings as per OSA Rules
District Referee Assignor
To assign referees and assistant referees to all Senior and ERSL games in SOSA
Nominations and Elections
Nominations for positions on the Board of Directors may be made by any Member at the annual general meeting or filing nomination papers 30 to 90 days prior to the annual general meeting. Uncontested nominations will be acclaimed 30 days prior the Annual General Meeting
Nominations and elections for positions open shall be held in the order of the positions listed in this Bylaw
Election shall be by secret ballot, but in the event only one candidate is nominated, no vote is required and the nominated candidate shall be declared elected by acclamation.
A majority of the votes cast shall be required to elect Directors. In the event no candidate receives a majority, the candidate with the least votes shall be dropped from the ballot and another vote shall be held.
District Representative
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.
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 or appoint a member of the soccer community.
The term of office of the District Representative will be in accordance with The OSA's published rules.
ARTICLE 6: MEETINGS
General Meetings
An official notice of each SOSA Board of Directors meeting shall be given to all Members at least
15 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, email, fax, or website notice.
Members representing fifty per cent (50%) of the voting SOSA Board of Directors Membership shall form a quorum at all general meetings of SOSA. Any question shall be decided by a majority of the votes unless otherwise required by this By-Law or other law.
Annual General Meeting
SOSA shall hold its Annual General Meeting in November and not later than February 28 of the following year.
Members shall receive 30 days notice of the time and location of the Annual General Meeting
A quorum shall be formed at the Annual General Meetings by 30% of the Active and Associate Members whose accumulated votes total 50% plus one.
The agenda of the Annual General meeting shall include:
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Roll Call
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Credentials Report
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Period of Remembrance
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Introduction of Guests
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Minutes of Previous Annual General Meeting
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President's Address
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Treasurer's Report
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Auditor's Report
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Appointment of Auditors
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Officers' Reports
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Executive Directors Report
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Unfinished Business
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Amendments to the By-Laws
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Roll Call
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Election of Officers and Directors
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Any Other Business (the chair may introduce special business for discussion)
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Adjournment
Special General Meeting:
A Special General Meeting of SOSA:
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 SOSA by registered mail,
certified mail, courier service, hand delivery, fax or e-mail, signed by Members representing not less than twenty-five per cent (25%) 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.
Only the business set out in the notice to the Special General Meeting shall be considered.
Annual General Meeting
Delegates to Annual General Meetings
A Member is entitled to have a maximum of three (3) delegates, from its membership, attend and speak at an annual general meeting of the District Association.
The Member must appoint one of its delegates to cast all of its votes at a general meeting.
At general meetings, an Active member shall have:
1 vote for every ($100), or part thereof, of fees retained by SOSA;
and all its votes cast by its appointed delegate.
Members of the SOSA Board of Directors shall have the right to vote at the Annual General Meeting.
Members of the SOSA Board of Directors may sit as voting delegates at a Annual General Meeting.
Associate members shall have one vote at general meetings.
Board of Directors Meeting
The Board of Directors shall meet at least four (4) times per year, upon fifteen (15) days notice given by the President and Secretary, at such place and time as the Board of Directors may determine.
A majority of the members of the Board of Directors shall form a quorum at all meetings of the Board. Questions arising at any meeting shall be decided by a majority of votes where each director is entitled to cast one vote.
Executive Committee
The Executive Committee shall consist of four positions including the President, Vice President, Secretary and Treasurer.
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.
A majority of the Executive Committee shall constitute a quorum of the Executive Committee.
Meetings of the Executive Committee shall be at the call of the President.
ARTICLE 7: COMMITTEES
The Membership at any general meeting, or the Board of Directors at any meeting of the Board, may establish a standing committee or special committee to carry out specific business or programs of the District Association.
ARTICLE 8: PROCEDURES GOVERNING MEETINGS
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-LAWS AND AMENDMENTS
a Bylaws and amendments may be proposed by the Board of Directors, or submitted by a SOSA member at an Annual General Meeting or a Special General Meeting called for that purpose.
b Proposed amendments shall be forwarded in writing to SOSA no later than 45 days prior to the Annual General Meeting or a Special General Meeting called for that purpose.
c Copies of the proposed amendments shall be sent to all Members not less than 15 days prior to the Annual General Meeting or the Special General Meeting at which they shall be considered.
d Bylaw amendments shall require a two-thirds (2/3) majority of those delegates present and voting at the Annual or Special General Meeting.
e Amendments to the Policies and Procedures shall require a simple majority of those delegates present and voting at the Annual General Meeting.
f Bylaw amendments immediately upon approval at an Annual or Special General Meeting unless otherwise stipulated.
ARTICLE 10: RULES AND REGULATIONS
The District Association shall have Rules and Regulations which shall include, but is not limited to, the following:
a) discipline of a Member: summary of charges regarding misconduct
b) discipline of a Member: procedures for discipline hearing
c) duties of Board of Directors: authority granted to Board regarding the business being conducted
d) duties of Board of Directors: selection process and appointment process for the appointment and renewal of appointments to the League's paid and volunteer positions
e) duties of Board of Directors: process for revoking appointments
f) voting at General Meeting: format for the proxy, and the issue, or issues, for which the proxy may be cast
The Board of Directors may approve and publish Rules and Regulations which are not inconsistent with the By-Law and are not inconsistent with the Rules and Regulations of a higher level governing organization.
Amendments to the Rules and Regulations may be made by a majority vote of the Board of Directors or the Members at 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.
ARTICLE 11: INDEMNITY
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 willful neglect or default.
ARTICLE 12: FINANCE
The accounts of the District Association 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.
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 District Association, a chartered accountant firm shall be appointed to perform the audit or the Financial Review Engagement.
The fiscal year of the District Association shall end on September 30 of each year, unless otherwise ordered by the Board of Directors.
Article 13: MPNIES OWING
a) All monies owing to SOSA shall be due and payable within 30 days of invoicing unless otherwise stipulated.
b) Interest of 10% per year shall be charged on all monies owed after 30 days of invoicing.
c) A member club or league, shall be deemed “not in good standing and restricted from voting or speaking at an Annual General Meeting” for being in arrears to SOSA for a period of 90 days after the invoice was sent and received, and shall be suspended from membership in SOSA after 120 days in arrears.
Article 14: DISPUTE RESOLUTION
The District Association shall adhere to the Dispute Resolution process as published and approved by The OSA from time to time.
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.
The Dispute Resolution process shall not to be used for game discipline which follows the normal discipline and appeals process.
The District Association shall make available to any member a copy of the Dispute Resolution process when requested.
Article 15: HARASSMENT
The District Association 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 District Association.
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 District Association shall make available to any member a copy of the Harassment Policy when requested.
Article 16: APPEALS
a) Any registrant or registered organization directly affected by a decision of the District Association may appeal such decision, except as stipulated in 15 d) or e).
b) The denial or termination of membership in the District Association may be appealed by a non-registered organization.
c) 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.
d) 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 Rules & Regulations has not been followed.
e) An individual shall not appeal a decision made by the District regarding a player's team assignment on any District or Regional team.
Article 17: DISSOLUTION
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.
Article 18: DEFINITIONS/TERMINOLOGY
Terminology used in this By-Law shall have the same meaning as used by The OSA in its letters patent, By-Laws and published rules.
