HURONIA DISTRICT SOCCER ASSOCIATION
CONSTITUTION & BY-LAWS
November 17, 2018
Article 1 - Name
Article 2 - Objects
Article 3 - Affiliations
Article 4 - Membership
Article 5 - Board of Directors
Article 6 - Meetings
Article 7 - Committees
Article 8 - Procedures Governing Meetings
Article 9 - By-Laws and Amendments
Article 10 - Rules and Regulations
Article 11 - Indemnity
Article 12 - Finance
Article 13 - Dispute Resolution
Article 14 - Harassment
Article 15 - Appeals
Article 16 - Dissolution
Article 17 - Definitions / Terminology
ARTICLE 1: NAME
The name of this organization shall be Huronia District Soccer Association, herein after referred to as the District Association or HDSA. The headquarters of the District Association shall be in Barrie, Ontario unless under the direction of the Board of Directors it is located to another place that shall be within the boundaries of the District.
ARTICLE 2: OBJECTS
The District Association shall have the following objects:
a) To promote, develop and administer the game of soccer, both indoor and outdoor, within the District.
b) To represent and act on behalf of Ontario Soccer, hereinafter referred to as Ontario Soccer, in the administration of Ontario Soccer programmes within the District.
c) To represent and act on behalf of its Member organizations and assist them develop and effectively administer soccer programmes that promote the development of the mental, physical, social and leadership skills of their Members.
d) To encourage the membership of all soccer clubs, soccer leagues and Referees Associations with proper constitutions based and operating within the District.
e) To foster sportsmanship, goodwill and team spirit.
f) And such other complementary purposes not inconsistent with these Objects.
ARTICLE 3: AFFILIATIONS
The District Association shall be a Member of Ontario Soccer and shall follow the published rules of Ontario Soccer. The District Association is subject to the published rules in declining order of authority of the following bodies:
1. The Canadian Soccer Association
2. Ontario Soccer
3. The District Association
ARTICLE 4: MEMBERSHIP
There are four (4) classes of Membership:
Active Membership shall be open to clubs that meet the following criteria:
- are properly constituted soccer clubs
- have their headquarters in the District;
- operate within defined boundaries as set out in the Rules & Regulations;
- have all its players registered with Ontario Soccer through the District;
All Clubs shall have a Constitution which meets the minimum requirements for a Club Constitution in accordance with Ontario Soccer's published rules.
A Club which meets Ontario Soccer definition of:
- professional club which operates professional team(s) only
- club which operates both professional and amateur teams
- social club
- service club
- club operated by a municipality
- club operated by a facility
- 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 the both the District Association and Ontario Soccer.
Associate Membership shall be open to:
- leagues governed by the District Association including:
- District Leagues
- Multi-Jurisdictional Club Leagues
- leagues mandated by Ontario Soccer published rules, including:
- Regional Leagues
- Multi-Jurisdictional District Leagues
- other organizations which operate soccer programmes including, but not limited, to:
- soccer camps, schools or academies
- school boards
- referee associations
- coach associations
which support the objectives of, and operate within, the District Association.
The Board of Directors may confer a Honourary 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 the District Association.
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 the District Association.
Except where mandated by Ontario Soccer published rules, the annual Membership fees shall be set by the Board of Directors and ratified by the Membership at a general meeting of the District Association.
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 the District Association.
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
- obtaining the approval of the District Association 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
- obtaining the approval of the District Association Board of Directors, where applicable
Active Members shall apply for renewal of their Membership by:
- submitting an application form along with the required documents and Membership fees to the District Association prior to the Annual General Meeting and as set out in the Rules & Regulations.
- 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.
Rights of Active and Associate Members
Active Members shall be accorded the following rights:
- To be governed in accordance with Ontario Soccer and the District Association’s published rules,
- To register players, administrators, team officials and referees with Ontario Soccer and the District Association,
- To be a Member of, and register their teams with, Ontario Soccer sanctioned Leagues,
- To enter teams in Ontario Soccer sanctioned competitions,
- To participate in Ontario Soccer sanctioned programs such as player, coach and referee development,
- To participate in District Association sanctioned programs,
- To attend and vote at all general meetings called by the District Association,
- To operate Club Leagues in accordance with Ontario Soccer published rules,
- To operate Player, Coach and Referee Development Programs, and
- To participate in Ontario Soccer Insurance Plan
Associate Members shall be accorded the following rights:
- To be governed, where applicable, in accordance with Ontario Soccer and the District Association’s published rules,
- To register, where applicable, administrators and teams with Ontario Soccer and the District Association,
- To enter teams, where applicable, in Ontario Soccer sanctioned competitions,
- To participate in Ontario Soccer and District Association sanctioned programs, and
- To attend and vote at all general meetings called by the District Association
Discipline of a Member
A Member may be fined, censured, suspended or expelled from Membership for cause and only after charges have been laid in accordance with the League's published rules and a hearing held in accordance with the League's and Ontario Soccer's published rules. A Member whose Membership has been suspended loses all rights of Membership until the suspension has been terminated.
Termination of Membership
Membership in the District Association shall be deemed to have been terminated:
- If the Member submits a signed letter of withdrawal to the District Association
- If the Member is expelled by the District Association
- If the Member fails to renew Membership in accordance with the By-Law.
ARTICLE 5: BOARD OF DIRECTORS
The District Association shall be governed by a Board of Directors which shall consist of at least four (4) individuals, or such number not to be less than three (3), as may be amended from time to time in accordance with the District Association's By-Laws. These individuals shall hold the positions:
On the elected Board Executive Council of:
2. Vice President
And other elected Board Directors of:
5. Director of Player and Coaching Development.
6. Director of Discipline and Appeals
7. District Referee Coordinator
And other Directors appointed by the Board of:
8. Harassment Officers: one female & one male
9. District Ontario Cup Coordinator
And other Directors appointed as representatives by
10. District Leagues and/or District Referee Association
And other Director positions specified by the District Association from time to time
Other Conditions of Board Membership
A Director may hold more than one position.
A Director shall be eighteen (18) years of age or older and shall not be an undischarged bankrupt.
A Director shall serve for a term of two years or until his or her successor is elected or appointed.
There can be a maximum of only three (3) Board members from any one Club or League
After an initial Board of Directors has been appointed, the positions of President, Treasurer, Technical Director, District Discipline and Appeals Director, and shall be elected in even numbered years while the positions of Vice-President, Secretary, District Referee Coordinator, shall be elected in odd numbered years. If there is any additional position, the first shall be included in the election in even numbered years. Additional positions shall then alternate so an equal number of positions are elected each year.
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:
- if she/he becomes incapable of performing the business of the District Association
- if she/he is absent from three or more meetings of the Board without satisfactory reason
- if she/he no longer resides in reasonable proximity to the District Association
- if she/he becomes, or is discovered to be, an undischarged bankrupt; or
- the Director has compromised the integrity of the District Association due to, but not limited to, any of the following reasons:
- if she/he has been found guilty of an offence under the Harassment Policy of Ontario Soccer
- if she/he has been found guilty of an offence involving violence under the Discipline Policy of Ontario Soccer
- if she/he has failed to properly account for monies or other property belonging to the District Association
- if she/he has been found guilty of a criminal offence regardless of whether or not the offence directly affected the District Association.
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 the District Association at least two (2) weeks prior to the meeting. If a Director is removed by the Board of Directors, the Board of Directors may appoint a successor to the incumbent's position(s) for the remainder of the term being filled.
A Member of the Board of Directors may also be removed from office for good and sufficient cause at a meeting of the Members of the District Association provided notice to remove the Director has been given to persons entitled to attend the Members' meeting. If a Director is removed at a Members' meeting, the Members entitled to vote may elect a successor to fill all position(s) held by the removed Director for the remainder of his 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 Ontario Soccer's published rules.
Duties of Board of Directors
The Board of Directors shall conduct the business of the District Association during the periods between general meetings of the District Association and in accordance with the authority granted to it in the published rules of the District Association.
The Board of Directors shall be responsible for the appointment and renewal of appointments of all positions within the District Association except for those positions elected by the Membership of the District Association. This shall include the appointment of volunteer and paid positions for coach and administrator positions within the District Association's operations. The selection process and the appointments shall be based on procedures outlined in the District Association's published rules.
The Board of Directors may also revoke, for cause, any appointment providing that it has followed the procedures for revoking an appointment as outlined in the District Association's published rules.
Duties of Directors
Except: as provided for in the Dispute Resolution Policy of Ontario Soccer, and where 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 the District Association. The President can be one of the co-signers of the HDSA cheques.
The Vice President shall act in the absence of the President and shall have other powers as assigned by the Board. The Vice-President shall coordinate fund raising and any other assigned projects. The Vice-President can be one of the co-signers of the HDSA cheques.
The Treasurer shall ensure that full and accurate records are kept of the accounts of the District Association; shall report to the Board of Directors at least once per quarter; and shall submit an Annual Report to the Annual General Meeting. The treasurer shall maintain records to support the financial position of the H.D.S.A., reconcile the bank account(s) monthly, organize the auditing of the financial position of the HDSA prior to the AGM, set-up and maintain the District bank account at an accredited financial institution and be one of the signers of the HDSA cheques.
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.
Director of Player and Coaching Development
Director of Player and Coaching Development shall be responsible for ensuring coordination of player and Coaching development within the District. This includes the District team and all developmental training programs and/ or other such programs in the future. The Director will also be the liaison with the Club Head Coaches providing them with information from the District and ONTARIO SOCCER. The Director will report to the Board of Directors such information and concerns as required concerning player and Coaching development.
District Referee Coordinator
The District Referee Coordinator’s duties shall be as defined by Ontario Soccer
Director of Discipline and Appeals
The Director of Discipline and Appeals shall call discipline meetings as required and according to the Rules and Regulations of Ontario Soccer; audit a District League’s Discipline Committee and its records for discipline and represent the HDSA as required at ONTARIO SOCCER discipline hearings.
Harassment Officers (Male and Female)
The Harassment Offers’ duties shall be as defined by Ontario Soccer.
District Ontario Cup Coordinator
The District Ontario Cup Coordinator’s duties shall as defined by Ontario Soccer.
District League Directors
The District League Directors shall represent their Leagues to the HDSA and keep the Leagues informed of the activities and policies of HDSA and ensure that their Leagues are organized and operated according to the Policies and Rules and Regulations of the HDSA and Ontario Soccer.
Other Director Positions
The HDSA Board of Directors and Ontario Soccer shall determine the duties of other Director Positions.
Nominations and Elections
Nominations for positions on the Board of Directors may be made by any Member at the annual general meeting or at a Special General Meeting called for that purpose.
Nominations and elections for positions open shall be held in the order of the positions listed in the Constitution.
Election shall be by secret ballot, but in the event only one candidate is nominated, no vote is required and the nominated candidate shall be declared elected by acclamation.
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.
The President of the District Association shall be District Representative to Ontario Soccer 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. The term of office of the District Representative will be in accordance with Ontario Soccer's published rules.
ARTICLE 6: MEETINGS
An official notice of each meeting shall be given to all Members at least fourteen (14) days before the meeting is to be held, at such place, and at such date as the Board of Directors may determine. Such notification shall be by regular mail and/or email, website notice, and posting at the District Office.
Members representing fifty per cent (50%) of the voting Membership shall form a quorum at all general meetings of the District Association. Any question shall be decided by a majority of the votes unless otherwise required by this By-Law or other law.
Annual General Meeting
The District Association shall hold its Annual General Meeting not later than February 28 of the following year. The agenda of the Annual General meeting shall include:
- Roll Call
- Credentials Report
- Minutes of Previous Annual General Meeting
- President's Address
- Officers' Reports
- Treasurer's Report
- Auditor's Report
- Appointment of Auditors
- Other Reports
- Unfinished Business
- Amendments to the Constitution, By-Laws and Rules and Regulations
- Roll Call
- Election of Officers and Directors
- Any Other Business
Special General Meeting
A Special General Meeting of the District Association:
a) may be called by the Board of Directors by its own motion, or
b) shall be called by the Board of Directors upon receipt of a written request submitted to the District Association by registered mail, certified mail, trace mail, courier service, hand delivery, fax or e-mail, signed by Members representing not less than 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.
Delegates to General Meetings
A Member is entitled to have a maximum of five (5) delegates, from its membership, attend a general meeting of the District Association.
The Member must appoint one of its delegates to cast all of its votes at a general meeting.
Voting at General Meeting
At general meetings :
- An Active member shall be entitled to one (1) vote for every billable registered member as recorded by the current ONTARIO SOCCER registration system.
- An Associate members shall have one vote .
All its votes cast by its appointed delegate or by a proxy.
A simple majority, excluding changes to the Constitution or By-Laws, which require a 2/3rds majority vote, shall reach decisions.
The chairperson shall have a deciding vote only.
The chairperson may appoint a presiding electoral officer to run an election. Scrutineers shall be appointed at the meeting to total votes and report back to the presiding officer.
Each member of The Board of Directors shall have a voice but no vote unless he/she has declared himself/herself as a delegate of a member “in good standing”. The President/chairperson may not represent a Member.
Proxy Voting at General Meeting
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.
A Member and/or its delegates, may only hold in total one (1) proxy. A non-Member may only hold one proxy.
The format for the proxy, and the issue, or issues, for which the proxy may be cast are as defined in the Rules and Regulations.
Board of Directors Meeting
The Board of Directors shall meet at least four (4) times per year, upon fourteen (14) days notice given by the President and Secretary, at such place and time as the Board of Directors may determine.
A majority of the elected 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.
The board shall have its first meeting within thirty (30) days of the A.G.M. at a time and place set by the President.
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) By-Law amendments to:
Article 1: the District Association’s name;
Article 1: the municipality in which the headquarters is located;
Article 4: any other membership criteria as approved by the Membership of the District Association
Article 5: the number of individuals on its Board of Directors, the additional positions a director may hold and the election year for the additional positions, limiting Board positions to one Director from each Club and League and the description of "Other Director Positions";
Article 6: the method of notification of a General Meeting;
Article 9: the method of notification about proposed amendments to the By-Laws; and
Article 12: the financial year end of the District Association may be proposed by the Board of Directors, or submitted by a Member to the District Association in writing at least thirty (30) days prior to a general meeting of the District Association; and
Copies of the proposed amendments, shall be sent to all Members twenty-one (21) days prior to the A.G.M Amendments to the Constitution become effective immediately upon approval at a General Meeting unless otherwise stipulated.
b) Subject to the foregoing, By-Laws of the District Association shall be adopted or amended, as the case may be, by a majority vote of the Board of Directors, and by a twothirds (2/3’s) majority vote of the membership voting in person or by proxy at a meeting of the District Association duly called for that purpose, provided such By-Laws or amendments conform to Ontario Soccer published rules.
c) By-Laws or amendments thereof required by changes to Ontario Soccer published rules shall be considered at the next members’ meeting of the District Association following at least forty-five (45) days after notification of the required change has been published by Ontario Soccer
d) All Members entitled to vote shall be notified with the District Association’s notice of the said Members’ meeting about By-Law amendments referred to in subparagraph (a) and proposed By-Laws or amendments referred to in subparagraph (c). Such notification shall be by regular mail and/or email, website notice, and posting at the District Office.
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 Board of Directors amends the Rules and Regulations 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; 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 that $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 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 30th of each year, unless otherwise ordered by the Board of Directors.
ARTICLE 13: DISPUTE RESOLUTION
The District Association shall adhere to the Dispute Resolution process as published and approved by Ontario Soccer from time to time.
Any member of the District Association may initiate the Dispute Resolution process by communicating in writing to Ontario Soccer, with a copy to the District Association, the nature and facts of the dispute. Ontario Soccer, 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 14: HARASSMENT
The District Association shall adhere to the Harassment Policy as published and approved by Ontario Soccer 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 15: 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 Ontario Soccer. The appeal shall be conducted in accordance with Ontario Soccer'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 16: 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 Ontario Soccer.
ARTICLE 17: DEFINITIONS/TERMINOLOGY
Terminology used in this By-Law shall have the same meaning as used by Ontario Soccer in its letters patent, By-Laws and published rules.