Version 3, 4 February 2010

1.              NAME

1.1.          The name shall be WEST OTTAWA SOCCER, hereinafter referred to as WOS. The headquarters of WOS shall be located within the District Boundaries of the Eastern Ontario District Soccer Association, hereinafter referred to as the District Association.

1.2.          WOS is a collaborative venture between ALMONTE SOCCER CLUB INC.; GOULBOURN SOCCER CLUB; KANATA CITY SOCCER CLUB; and WEST CARLETON SOCCER CLUB, hereinafter referred to as the Clubs.

 

2.              PURPOSE

2.1.          The purpose of WOS shall be:

2.1.1.      To form a collaboration between the Clubs, in order to create a better pyramid of play by pooling the Club's members, and thereby providing better opportunities for the Clubs’ members to play at their developmentally appropriate level;

2.1.2.      To promote and develop the game of soccer within its boundaries;

2.1.3.      To help individuals to develop their character as resourceful and responsible members of their community by providing opportunities, through the game of soccer, for their mental, physical, social and leadership development; and

2.1.4.      To use WOS's Mission Statement to guide its day to day operations.  The Mission Statement shall be published on the WOS website.

 

3.              AFFILIATIONS

3.1.          WOS shall be a Member of the Eastern Ontario District Soccer Association (EODSA) and shall follow the published rules of the District Association and the Ontario Soccer Association (OSA).  WOS is subject to the published rules in declining order of authority of the following governing organizations to which it is affiliated:

3.2.          the OSA; and

3.3.          the District Association.

 

4.              MEMBERSHIP

4.1.          The participating clubs are members of the WOS collaborative venture, and by virtue of this relationship, all of the participating club’s members shall also be considered as members of, provided that they are participating in one of the teams managed under this affiliation.

4.2.          WOS shall operate as a "not for profit" organization. The basic operating mandate will be wholly funded by membership fees paid by the participating clubs.

4.3.          Fees:

4.3.1.      Membership fees for participating clubs within WOS shall be set annually by the Board of Directors at a Board of Directors meeting;

4.3.2.      There shall be no membership fees payable by members of the participating clubs; and

4.3.3.      Membership fees shall be due and payable at the time of application for membership, or as decided by the Board of Directors.

4.4.          Discipline of Member:

4.4.1.      All disciplinary matters shall be dealt with by the participating club hosting the team in which the player, team official is registered.

4.5.          Termination of Membership:

4.5.1.      Membership in WOS shall be deemed to have been terminated:

4.5.1.1.  if a participating club submits a signed letter of withdrawal from WOS; or

4.5.1.2.  if a participating club ceases to operate.

 

5.              MEETINGS

5.1.          General Meetings:

5.1.1.      An official notice of each meeting shall be given to the Directors of WOS at least 14 days before the meeting and notice shall be posted on the WOS website; and

5.1.2.      A minimum of five (5) Directors of WOS shall form quorum at all general meetings of WOS. Any question shall be decided by a majority of the votes unless otherwise required by this Constitution or other law.  In the event of a tie, the Directors shall continue to deliberate, until such time a majority vote has been concluded.

5.2.          Annual General Meeting:

5.2.1.      WOS shall hold its Annual General Meeting in October. The agenda of the Annual General meeting shall include, and be followed in this order:

5.2.1.1.  Roll Call;

5.2.1.2.  Credentials Report;

5.2.1.3.  Minutes of Previous Annual General Meeting;

5.2.1.4.  President's Address;

5.2.1.5.  Officers' Reports;

5.2.1.6.  Treasurer's Report;

5.2.1.7.  Auditor's Report;

5.2.1.8.  Appointment of Auditors;

5.2.1.9.  Other Reports;

5.2.1.10.  Unfinished Business;

5.2.1.11.    Amendments to the Constitution;

5.2.1.12.   Roll Call;

5.2.1.13.   Election Directors;

5.2.1.14.    Any Other Business; and

5.2.1.15.    Adjournment.

5.3.          Special General Meeting:

5.3.1.      A Special General Meeting of WOS:

5.3.1.1.  may be called by the Board of Directors, or

5.3.1.2.  shall be called by the Board of Directors upon receipt of a written request submitted by any participating club. The Special General Meeting shall be held within 30 days of receipt of the written request from the Members; and

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

5.4.          Voting at General Meetings:

5.4.1.      Each Director of WOS shall be assigned one (1) vote.

5.5.          Board of Directors Meetings:

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

5.5.2.      A minimum of five (5) 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.  In the event of a tie, the Directors shall continue to deliberate, until such time a majority vote has been concluded.

 

6.              BOARD OF DIRECTORS

6.1.          WOS shall be governed by a Board of Directors, which shall consist of at least two individuals as nominated by each participating.

6.2.          The following eight voting positions shall be filled by Directors:

6.2.1.      President;

6.2.2.      Vice - President;

6.2.3.      Treasurer;

6.2.4.      Secretary; and

6.2.5.      Four (4) Directors at Large.

6.3.          The eight positions above shall be officers of WOS.

6.4.          Additional voting, and non-voting positions may be created by the Board of Directors as deemed necessary to execute the objectives of WOS. All Board of Directors positions will be filled in the same way.

6.5.          If the positions of both the President and Vice - President become vacant, operation of WOS shall be suspended until at least one is replaced by the remaining Board of Directors.

6.6.          A Director may hold more than one position.

6.7.          A Director shall be 18 years of age or older, shall not be an undischarged bankrupt.

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

6.9.          After an initial Board of Directors has been appointed, the positions of President and Secretary shall be elected in even numbered years while the positions of Vice-President and Treasurer shall be elected in odd numbered years.

6.10.        A Director has the right to resign her or his position by submitting notice of resignation to WOS and to her or his participating club.

6.11.        A vacancy of an officer of 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.

6.12.        No Member of the Board of Directors shall be removed for arbitrary reasons but may be removed if:

6.12.1.    the Director is unable to perform the duties expected of the position due to, but not limited to, any of the following reasons:

6.12.1.1.  if she/he becomes incapable of performing the business of WOS; or

6.12.1.2.  if she/he is absent from three or more meetings of the Board without satisfactory reason;

6.12.2.    if nomination by her or his participating club is withdrawn;

6.12.3.    if she/he no longer resides in reasonable proximity to WOS;

6.12.4.    if she/he becomes, or is discovered to be, an undischarged bankrupt; or

6.12.5.    the Director has compromised the integrity of WOS due to, but not limited to, any of the following reasons:

6.12.5.1.   if she/he has been found guilty of an offence under the Harassment Policy of The OSA ;

6.12.5.2.  if she/he has been found guilty of an offence involving violence under the Discipline Policy of The OSA ;

6.12.5.3.  if she/he has failed to properly account for monies or other property belonging to WOS; or

6.12.5.4. if she/he has been found guilty of a criminal offence regardless of whether or not the offence directly affected WOS.

6.13.        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 majority vote of the Board of Directors present, provided notice to remove the Director has been given to all Directors of WOS. If a Director is removed by the Board of Directors, the Board of Directors may appoint a successor to the position(s) for the remainder of the term(s) being filled from the same participating club of which the Director was a member.

6.14.        Conflict of Interest and Standards of Conduct:

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

6.15.        Duties of Board of Directors:

6.15.1.    The Board of Directors shall conduct the business of WOS during the periods between general meetings and in accordance with the authority granted to it in the published rules of WOS;

6.15.2.    The Board of Directors shall be responsible for the appointment and renewal of appointments of all positions within WOS. This does not include additional Board of Director positions described in the Rules and Regulations. The selection process and the appointments shall be based on procedures outlined in WOS's published rules; and

6.15.3.    The Board of Directors may also revoke, for cause, any appointment providing that it has followed the procedures for the revoking an appointment as outlined in WOS's published rules.

6.16.        Duties of Directors:

6.16.1.    President:

6.16.1.1.  Except:

6.16.1.1.1. as provided for in the Dispute Resolution Policy of the OSA, and

6.16.1.1.2. where the President delegates the responsibility to another person;

6.16.1.2. The President shall preside at all general meetings of WOS 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 WOS.

6.16.2.    Vice-President:

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

6.16.3.    Treasurer:

6.16.3.1. The Treasurer shall ensure that full and accurate records are kept of the accounts of WOS; shall report to the Board of Directors when requested; and shall submit an Annual Report to the Annual General Meeting.

6.16.4.    Secretary:

6.16.4.1. The Secretary shall maintain a record of all minutes of the organization, maintain copies of 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 WOS's published rules), maintain record books in which bylaws, published rules and minutes are entered and have the current record books available at each meeting, send to the Membership a notice of each general meeting, send to the Board of Directors notices 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, preside until the immediate election or appointment of a new presiding officer.

6.16.5.    Other Director Positions:

6.16.5.1. The duties of other Director Positions shall be determined by the Board of Directors.

6.17.        Nominations and Elections:

6.17.1.    Nominations for positions on the Board of Directors may be made by any participating club Board member at the Annual General Meeting, or at a Special General Meeting called for that purpose, or at a General Meeting;

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

6.17.3.    Election shall be by show of hands of the Directors present at the meeting, but in the event only one candidate is nominated, no vote is required and the nominated candidate shall be declared elected by acclamation; and

6.17.4.    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.

 

7.              COMMITTEES

7.1.          The Board of Directors shall at any general meeting establish a standing committee or special committee to carry out specific business or programs of WOS.

 

8.              PROCEDURES GOVERNING MEETINGS

8.1.          All meetings of WOS 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 Constitution or other Rules and Regulations of WOS.

 

9.              CONSTITUTION AMENDMENTS

9.1.          Constitution amendments may be proposed by the Board of Directors in writing at least 21 days prior to the Annual General Meeting or Special General Meeting of WOS or Board of Directors meeting; and must be approved by a majority vote of the Board of Directors.

9.2.          The Board of Directors shall be notified about Constitution amendments via notice on the WOS website.

 

10.            RULES AND REGULATIONS

10.1.        WOS shall have Rules and Regulations which shall include, but is not limited to, the following:

10.1.1.    duties of Board of Directors: authority granted to Board regarding the business being conducted;

10.1.2.    duties of Board of Directors: process for revoking appointments; and

10.1.3.    voting at General Meeting: format for the proxy, and the issue, or issues, for which the proxy may be cast.

10.2.        The Board of Directors may approve and publish Rules and Regulations which are not inconsistent with this article and are not inconsistent with the Rules and Regulations of a higher level governing organization.

10.3.        Amendments to the Rules and Regulations may be made by a majority vote of the Board of Directors at a Board of Directors meeting.

 

11.            INDEMNITY

11.1.        Members of the Board of Directors or other servants to WOS, their heirs, executors, administrators and estate and effects respectively shall be indemnified and saved harmless at all times by WOS 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.

 

12.            FINANCE

12.1.        The accounts of WOS shall:

12.1.1.    be audited annually by a Chartered Accountant if the annual Gross Revenue is greater than $150,000; or

12.1.2.    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 $150,000 or less; or

12.1.3.    with the consent of the Board of Directors, be exempt from any audit or Financial Review Engagement if the Annual Gross Revenue is less that $10,000;

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

12.3.        The fiscal year of WOS shall end on December 31st of each year, unless otherwise ordered by the Board of Directors.

12.4.        WOS shall not assume a debt.

 

13.            DISPUTE RESOLUTION

13.1.        WOS shall adhere to the Dispute Resolution process as published and approved by the OSA from time to time.

13.2.        Any participating club may initiate the Dispute Resolution process by communicating in writing to The OSA, with a copy to the Club and 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.

 

14.            HARASSMENT

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

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

14.3.        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.

 

15.            DISSOLUTION

15.1.        In the event of dissolution of WOS, and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of by the Board of Directors between the participating clubs in a manner they deem equitable.

 

16.            DEFINITIONS/TERMINOLOGY

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

 

17.            BY-LAWS, RULES, REGULATIONS AND POLICIES

17.1.        WOS By-Laws, Rules, Regulations and Policies shall be published via the WOS website.