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Article 1: NAME

1.1 The name of this League shall be the East Region Soccer League, hereinafter referred to as the League. The headquarters of the League shall be in Ontario

Article 2: OBJECTS

2.1 The League shall have the following objectives:

a. To provide a level of competition in accordance with the Ontario Soccer Association Pyramid For Play.

b. To provide a league competition, for teams within the East Region of the Ontario Soccer Association.

c. To operate the league based on the Terms Of League Operations approved by the OSA.

Article 3: AFFILIATIONS

3.1 The League shall be an Associate Member of the Ontario Soccer Association and shall follow the published rules of The Ontario Soccer Association, hereinafter referred to as The OSA.

3.2 The league shall also be an Associate Member of each District Association having one or more clubs in the league

3.3 The League is subject to the published rules in declining order of authority of the following governing organizations to which it is affiliated:

a. The Canadian Soccer Association

b. The OSA

Article 4: MEMBERSHIP

4.1 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 Pyramid For Play and with the OSA's published rules governing leagues.

4.2 A Club must apply for Membership and pay Membership fees to the league.

4.3 The annual Membership fees shall be set by the Board of Directors and ratified by the Membership at a general meeting of the League.

4.4 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 Pyramid For Play in accordance with the OSA's published rules.

4.5 The Membership application must be approved by the League's Board of Directors.

4.6 A Club will renew its Membership by completing the required forms for Membership renewal, providing that it still has a team eligible to play in the league based on the OSA's Pyramid For Play in accordance with the OSA's published rules.

4.7 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.

4.8 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.

4.9 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 fails to renew Membership in accordance with the By-Law.

ARTICLE 5: BOARD OF DIRECTORS

5.1 a. The League shall be governed by an elected Board of Directors which shall consist of

President

Vice President

Secretary

Treasurer

Director of Operations Male Divisions

Director of Operations Female Divisions

Director of Discipline

b. In addition to the elected Board of Directors, up to two (2) Ex-Officio Members of the Board of Directors may be appointed at the discretion of the Board of Directors.  The Ex-Officio Members of the Board of Directors shall be accorded the full rights and privileges of a member of the Board of Directors with the exclusion of voting rights.

c. A representative of the OSA shall be accorded the full rights and privileges of a member of the Board of Directors, excluding voting rights.

5.2 A Director may hold more than one position.

5.3 A Director will be 18 years of age or older.

5.4 A Director will serve for a term of two years or until his or her successor is elected or appointed.

5.5 The following positions will be elected in odd numbered years

Vice President

Secretary

Director of Discipline

Director of Operations Female Divisions

5.6 The following positions will be elected in even numbered years

President

Treasurer

Director of Operations Male Divisions

5.7 A Director has the right to resign her or his position by submitting a signed letter of resignation to the League.

5.8 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.

5.9 No member of the Board of Directors shall be removed for arbitrary reasons but may be removed if:

a. 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 is absent from two or more meetings of the Board without satisfactory reason
• if she/he no longer resides in reasonable proximity to the League

b. 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

5.10 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 vote of the Board of Directors present provided notice to remove the Director has been given to all Directors of the League. 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.

5.11 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 League 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.

5.12 The Directors shall be subject to the Conflict of Interest Policy in the OSA's published rules.

5.13 The Board of Directors 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.

5.14 The Board of Directors 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. This shall include the appointment of Ex-Officio members, of volunteer and paid positions for coach and administrator positions within the League's operations. The selection process and the appointments shall be based on procedures outlined in the League's rules and regulations.

5.15 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 League's rules and regulations.

5.16 The Board of Directors may make or amend the Rules and Regulations, subject to ratification at the next Annual General Meeting. Decisions taken by the Board of Directors before ratification will remain valid even if the made or amended Rules or Regulation are subsequently disallowed

Article 6: DUTIES OF THE BOARD OF DIRECTORS

6.1 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 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 League.

6.2 Vice-President

The Vice President shall act in the absence of the President; preside at all Operations Committee Meetings and be responsible for ensuring that the ERSL is operated fairly and in accordance with published rules; manage the operations of the East Region Cup competition as well as any other powers and duties as assigned by the Board.

6.3 Treasurer

The Treasurer shall ensure that full and accurate records are kept of the accounts of the League; shall report to the Board of Directors at least once per quarter; and shall submit an Annual Report to the Annual General Meeting.

6.4 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.

6.5 Other Director Positions

The duties of Director Positions are as follows

The Director of Operations Male is responsible for the operations of L3 and L4 male divisions.

The Director of Operations Female is responsible for the operations of L3 and L4 female divisions.

The Director of Discipline is responsible for ensuring that discipline procedures are executed in a timely and fair manner

All Directors and Ex-Officio Members may be given additional operational duties as requested by the President or the Board of Directors.

Article 7: NOMINATIONS AND ELECTIONS

7.1 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.

7.2 Nominations and elections for positions open shall be held in the order of the positions listed in the Constitution.

7.3 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.

7.4 The person who receives the most votes in an election will be declared the winner of the position for which he/she was nominated.

Article 8: GENERAL MEETINGS

8.1 An official notice of each meeting shall be given to all Members at least 14 days before a General Meeting is to be held, at such place, and at such date as the Board of Directors may determine. Such notification shall be by email and web site notice

8.2 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 this By-Law or other law.

8.3 The League shall hold its Annual General Meeting on the last Saturday of November of each year. In case of conflict with scheduled meetings of the governing bodies or other extenuating circumstances, the Board of Directors may reschedule the Annual General Meeting to another Saturday between November 15 and December 15 of the same year.

8. 4 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 and annual budget

6. Auditor's Report

7. Appointment of Auditors

8. Other Reports

9. Unfinished Business

10. Amendments to the Constitution & By-Laws

11. Roll Call

12. Election of Officers and Directors

13. Any Other Business

14. Adjournment

8.4 A Special General Meeting of the League may:

a) be called by the Board of Directors, or

b) may be called by the Board of Directors 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 50% 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 30 days of receipt of the written request from the Members.

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

8.5 A League General Meeting shall be called by the Board of Directors to deal with the regular business of the league.

8.6 At all General Meetings each Member is entitled to one vote for each team it has playing in the league in the previous season plus 1 vote. Members may not vote by proxy.

8.7 No Member shall be entitled to any votes unless all monies due to the league are paid in full and no votes may be cast on behalf of a suspended Member or one that is declared as not in good standing by the League or its respective District Association.

8.8 No Club may cast a vote on behalf of any team that was withdrawn or expelled at any point during the season and any such team will not be included in the Club’s team count.

8.9 Voting shall be by a show of hands unless a secret ballot is requested. A simple majority (fifty percent (50%) plus one) of the eligible votes present shall decide in all situations except for amendments to the Constitution, which shall be decided in accordance with Article 12 below.

8.10 Attendance at, and throughout, the entire general meeting is mandatory. Any Member who fails to attend all or part of the General Meeting will be fined $100 for each such occurrence.

Article 9: BOARD OF DIRECTORS MEETINGS

9.1 The Board of Directors shall meet at least 4 times per year, upon 14 days notice given by the President and Secretary, at such place and time as the Board of Directors may determine.

9.2 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 except the President who may only vote if he / she need’s to cast the deciding vote in the case of a tie.

9.3 Ex-Officio members are not entitled to vote at meetings of the Board of Directors.

Article 10: COMMITTEES

10.1 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 League.

Article 11: PROCEDURES GOVERNING MEETINGS

11.1 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 12: AMENDMENTS TO THE CONSTITUTION

12.01 Proposed amendments to the constitution must be forwarded in writing on club letterhead to the League Secretary no later than November 1st of each year or at least 30 days before the date of a Special General Meeting.  Copies of the proposed amendments to the Constitution shall be sent to all members with the notice of the Annual or Special General Meeting.

12.02 A two-thirds (2/3) majority vote of the Members present is required to adopt an amendment to the Constitution.

12.03 The Constitution and any amendments thereto must conform to the OSA Published Rules and to the League’s approved Terms of League Operations.

Article 13: RULES AND REGULATIONS

13.1 The League 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

13.2 The Board of Directors may approve and publish Rules and Regulations which are not inconsistent with this By-Law and not inconsistent with the Rules and Regulations of a higher level governing organization.

13.3 Amendments to the Rules and Regulations may be made by a majority vote of the Board of Directors or the Members at an Annual General Meeting or Special 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.

13.4 Notwithstanding the authority granted to the Board to amend or approve Rules and Regulations at Article 13.2 and 13.3, the Board shall inform the Membership of the particulars of proposed amendments or approvals to the Rules and Regulations, at least one week in advance of a board meeting where It is intended to amend or approve Rules and Regulations, in order that the Membership may provide input to the Board regarding the proposed amendments or approval to be considered by the Board.  Prior notice to the Membership shall not be required where the proposed amendment or approval is of an urgent nature affecting health or safety.

Article 14: INDEMNITY

14.1 Members of the Board of Directors 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 willful neglect or default.

Article 15: FINANCE

15.1 The accounts of the League shall be audited annually by a Chartered Accountant

15.2 The Audit or the Financial Review Engagement statement shall be presented to the Annual General Meeting for adoption.

15.3 At the Annual General Meeting of the League, a Chartered Accountant firm shall be appointed to perform the Audit or the Financial Review Engagement.

15.4 The fiscal year of the League shall end on September 30th of each year, unless otherwise ordered by the Board of Directors.

15.5 The Board of Directors will prepare a budget to be presented at the Annual General Meeting. The budget can not provide for a deficit.

Article 16: DISPUTE RESOLUTION

16.1 The League shall adhere to the Dispute Resolution process as published and approved by The OSA from time to time.

16.2 Any Member 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.

16.3 The Dispute Resolution process shall not to be used for game discipline which follows the normal discipline and appeals process.

16.4 The League shall post the Dispute Resolution process on its web site.

Article 17: HARASSMENT

17.1 The League shall adhere to the Harassment Policy as published and approved by The OSA from time to time.

17.2 The Harassment Policy shall apply to all employees, directors, officers, volunteers, coaches, game officials, administrators, players, Members and registrants of the League.

17.3 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.

17.4 The League shall post its Harassment Policy on its web site.

Article 18: APPEALS

18.1 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.

18.2 A decision of the League may be appealed to the Ontario Soccer Association. The appeal shall be conducted in accordance with The OSA's published rules.

18.3 An individual can 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 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 19: DISSOLUTION

19.1 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 Board of Directors to one or more not-for-profit soccer related organization(s) which is (are) registered with the OSA.

Article 20: DEFINITIONS/TERMINOLOGY

20.1 Terminology used in this constitution shall have the same meaning as used by The OSA in its letters patent, By-Laws and published rules.