N.S.L. CONSTITUTION                              Created August 8 2014

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Article 1: NAME
The name of this League shall be the Niagara Soccer League, hereinafter referred to as the League. The headquarters of the League shall be in the Province of Ontario.

Article 2: OBJECTS
The League shall have the following objects:

1. To provide league competition at all levels of competition, in accordance with the OSA’s Published Rules, either indoor or outdoor or both, for teams within the Niagara District, both youth and senior,  as authorized by the Niagara Soccer Association, hereinafter referred to as the NSA.
2. To operate the league in accordance with the League By-Laws approved by the NSA.

Article 3: AFFILIATIONS
The League shall be a Member of the NSA and shall follow the published rules of The Ontario Soccer Association, hereinafter referred to as The OSA. The League is subject to the published rules in declining order of authority of the following governing organizations to which it is affiliated:

1. The Canadian Soccer Association
2. The OSA
3. The NSA

Article 4: MEMBERSHIP
The Membership of the league shall be each Club with one or more teams playing in the league. Eligibility for Membership in the league shall be in accordance with the OSA's published rules governing leagues.

Approval of New Members
A club shall become eligible to be a new Member if one or more of its teams become eligible to play in the league based on the OSA's published rules.                                                                                                             The League’s Executive Board must approve the Membership application.

Rights of Members
Members shall be accorded the following rights:

• To be governed in accordance with The OSA and the League’s published rules,
• To participate in League sanctioned competitions,
• To attend and vote at all general meetings called by the League,
• To enter teams in the league in accordance with the OSA's published rules.

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 rules and regulations and a hearing held in accordance with the League's rules and regulations and the OSA'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 League shall be deemed to have been terminated:
If the Member submits a signed letter of withdrawal to the League
If the Member is expelled by the League
If the Member no longer has a team eligible to play in the League.

ARTICLE 5: EXECUTIVE BOARD
The League shall be governed by an Executive Board, which shall consist of a seven member executive board, holding the positions of President, Vice President, Secretary, Treasurer and three Director at large positions.     A Director shall be 18 years of age or older
.
At the Annual General Meeting, the Executive Board shall be elected, from among its members,

On even numbered years the position of  President, Treasurer and two members at large,                                  and on odd number years the position of Vice-President, Secretary and one member at large. Nominees for the position of president must come from the current board.

All elected officers shall serve a term of two years.                                                                                               These 7 elected positions will make up the Executive Officers of the Niagara Soccer League (NSL). 

No member may hold the position of President for more than two consecutive terms, the member vacating the President position will be permitted to remain on the board for one additional year in the capacity of Past President with no voting rights.

Elected Officer Vacancy
An Elected Officer has the right to resign her or his position by submitting a signed letter of resignation to the League.

Such a vacancy among the Elected Officers, caused by death, or resignation, which has been accepted by the Executive Board, may be filled by a majority vote of the Executive Board. The successor shall hold his or her incumbent's position for the remainder of the term being filled.

Removal of Director
No member of the Executive Board shall be removed for arbitrary reasons but may be removed if:

1. 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 League
• If she/he no longer resides in reasonable proximity to the League

2. The Director has compromised the integrity of the League 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 The OSA
• If she/he has been found guilty of an offence involving violence under the Discipline Policy of The OSA
• If she/he has failed to properly account for monies or other property belonging to the League
• If she/he has been found guilty of a criminal offence regardless of whether or not the offence directly affected the League
• If she/he has been found guilty of failing to act in accordance with the Conflict of Interest Policy of The OSA

A member of the Executive Board holding his or her respective position(s), as Director or other position(s), may be removed from office by the Executive Board for good and sufficient cause by a two-thirds vote of the Executive Board present, provided notice to remove the Director has been given to all Directors of the League. If the Executive Board removes an Elected Officer, the Executive Board may appoint a successor to the incumbent's position for the remainder of the term being filled.

A member Club may recommend a successor, in the event the Executive Board has removed an elected director. The successor must be approved by the Executive Board and will serve as a Director for the remainder of the term being filled.

Conflict of Interest and Standards of Conduct
The Directors shall be subject to the Conflict of Interest Policy 21.0 in the OSA's published rules.

Duties of Executive Board
The Executive Board 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.

The Executive Board shall be responsible for the appointment and renewal of appointments of all positions within the League except for those positions elected by the Membership of the League. The selection process and the appointments shall be based on procedures outlined in the League's rules and regulations.

The Executive Board may also revoke, for cause, any appointment providing that it has followed the procedures for revoking an appointment as outlined in the League's rules and regulations.

Duties of Directors

President
Except:
1. As provided for in the Dispute Resolution Policy of the OSA, and
2. Where the President delegates the responsibility to another person,
The President shall preside at all general meetings of the League. The President shall appoint all chairs of standing and special committees subject to ratification by the Board; coordinate all duties of the Board and committees and shall be the spokesperson for the League.

Vice-President
The Vice President shall act in the absence of the President and shall have other powers as assigned by the Board.

Treasurer
The Treasurer shall ensure that full and accurate records are kept of the accounts of the League; and shall submit a financial statement to the Executive Board at least once per quarter. The Treasurer will also prepare and submit, to a Certified General Accountant, Certified Management Accountant or Chartered Accountant, as appointed by the Board, all financial records to be audited or reviewed, in accordance with Article 12. The audit or review will be included in the Annual Report submitted 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 organization, unless otherwise specified in the League's rules and regulations; maintain record books in which the constitution, rules and regulations 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 new presiding officer.

Director at Large Positions
The duties of the Directors at Large shall be determined by the Executive Board.

Nominations and Elections

Nominations for Elected Officers may be made by any member club at the annual general meeting or at a Special General Meeting called for that purpose.

Nominations and elections for open positions 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 the Elected Officer. 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.

Article 6: MEETINGS

General Meetings:
An official notice of each meeting shall be given to all member clubs at least 14 days before the meeting is to be held, at such place, and at such date as the Executive Board may determine. Such meetings will deal with the regular business of the league. Said notification shall be by e-mail.

 Quorum:   5 of the 7 member Executive Board must be present for a quorum to exist at all meetings of the League. 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 League shall hold its Annual General Meeting not later than January 31 of the following year.             The agenda of the Annual General meeting shall include:

1. Roll Call 
2. Minutes of Previous Annual General Meeting
3. President's Address
4. Officers' Reports
5. Treasurer's Report
6. Auditor's Report
7. Appointment of Auditors
8. Other Reports
9. Unfinished Business
10. Amendments to the By-Laws
11. Roll Call
12. Election of Officers and Directors
13. Any Other Business
14. Adjournment

Special General Meeting:
A Special General Meeting of the League:

a) may be called by the Executive Board, or

b) shall be called by the Executive Board upon receipt of a written request submitted to the League by registered mail, certified mail, trace mail, courier service, hand delivery, fax or e-mail, signed by not less than 25% of the member clubs, setting out the items of business to be conducted at the Special General Meeting. The Special General Meeting shall be held within 30 days of receipt of the written request from the member clubs.

Only the business set out in the notice of the Special General Meeting shall be considered.

Voting at General Meeting:
At an Annual General Meeting or at a Special General Meeting, each Member Club is entitled to one vote, regardless of the number of  representatives present from any club.

At a League Special or General Meeting, each Member Club is entitled to one vote, regardless the number of  representatives present from any club.

Proxy Voting at General Meeting:
Every member entitled to vote at a meeting of the Executive Board may by means of a proxy appoint another person as the Director’s nominee to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy.

A Director and/or its delegate may only hold in total one (1) proxy.

The formats for the proxy, and the issue, or issues, for which the proxy may be cast are as defined in the Rules and Regulations.

Executive Board Meeting:
The Executive Board shall meet at least 8 times per year, upon 14 days notice given by the President and Secretary, at such place and time as the Executive Board may determine.

5 of the 7 Executive members of the Executive Board 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.

Article 7: COMMITTEES
The Executive Board at any meeting of the Board may establish a standing committee or special committee to carry out specific business or programs of the League.

Article 8: PROCEDURES GOVERNING MEETINGS
All meetings of the League 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 League.

Article 9: AMENDMENTS TO THE CONSTITUTION
(a) Amendments to the Constitution shall be made at the AGM, or at a SGM, subject to the rules of Article 6, called for that purpose.

(b) Proposed Amendments are to be submitted, in writing, to the Secretary of the Board, no later than 21 days prior to the fiscal year end of the League.

(c) If the Amendment(s) are to be considered at the AGM, notice of the meeting are to include the proposed Amendment(s).

(d) Amendment(s) must be approved by a majority of the Executive Board, voting in person or by proxy.

Article 10: RULES AND REGULATIONS
The League shall have Rules and Regulations which shall include, but is not limited to, the following:

a) rules governing the operation of the League
b) discipline of a Member: summary of charges regarding misconduct
c) discipline of a Member: procedures for discipline hearing
d) duties of Executive Board: authority granted to Board regarding the business being conducted
e) duties of Executive Board: selection process and appointment process for the appointment and renewal of appointments to the League's paid and volunteer positions
f) duties of Executive Board: process for revoking appointments
g) voting at General Meeting: format for the proxy, and the issue, or issues, for which the proxy may be cast

The Executive Board may approve and publish Rules and Regulations which are not consistent with this By-Law and not consistent 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 at a general meeting or Special General Meeting, called solely for that purpose.

Article 11: INDEMNITY
The Executive Board or other servants to the League, their heirs, executors, administrators and estate and effects respectively shall be indemnified and saved harmless at all times by the League against all costs, losses and expenses incurred by them respectively in or about the discharge of their respective duties, except such as happens from their own respective wilful neglect or default.

Article 12: FINANCE
In accordance with the guidelines set out by the OSA, the accounts of the League shall:
a) Be audited by a Public Accountant if the league annual gross revenue exceeds $100,000; or
b) Require a Signed notice to reader prepared by a Public Accountant, Certified General Accountant, or a Certified Management Accountant if the league annual gross revenue exceeds $10,000 but is less than $100,000; or
c) With the consent of the membership, be presented in a financial statement prepared by the League Treasurer, if the league annual gross revenue is $10,000 or less.
The Audited Financial Statements or Signed notice to reader, if required, shall be presented to the Annual General Meeting for adoption.

At the Annual General Meeting of the League, a Public Accountant, Certified General Accountant or Certified Management Accountant, if required, will be appointed to perform the Audit or Signed notice to reader.

The fiscal year of the League shall end on December 31 of each year, unless otherwise ordered by the Executive Board.
 
Article 13: DISPUTE RESOLUTION
The League shall adhere to the Dispute Resolution process as published and approved by The OSA from time to time.

Any Director of the League may initiate the Dispute Resolution process by communicating in writing to The OSA, with a copy to the League, 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 League shall make available to any Member Club the Dispute Resolution process when requested.

Article 14: HARASSMENT
The League 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 League.

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 League shall make available to any Member Club, the Harassment Policy when requested.

Article 15: APPEALS
a) any registrant or registered organization directly affected by a decision of the League may appeal such decision. The denial or termination of Membership in the League may be appealed by a non-Member.

b) A decision of the League may be appealed to the NSA with which the League is affiliated. The appeal shall be conducted in accordance with The OSA's published rules.

c) An individual shall not appeal a decision made by the Executive Board regarding the appointment, non-appointment, re-appointment or revocation of an appointment of an individual to any coach or administrator 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 16: 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 Executive Board to one or more not-for-profit soccer related organizations which is (are) registered with the OSA.

Article 17: 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.

Article 18: MATTERS NOT INCLUDED
All matters not provided for affecting the conduct and operation of this League or of an emergency nature, shall be dealt with by the Executive Board in accordance with the NSA Constitution, Policies and Procedures

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