NIPISSING DISTRICT ADULT SOCCER CLUB
Article 1: NAME
Name of this club shall be the Nipissing District Adult Soccer Club,
hereinafter refereed to as the Club or NDASC. The headquarters of the
Club shall be located within the District Boundaries of the Soccer
NorthEastern Ontario District Association, hereinafter referred to as
the District Association or SNE.
Article 2: OBJECTIVES
The Club shall have the following objectives:
To promote and develop the game of soccer, both indoor and outdoor, within its boundaries.
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
Article 3: AFFILIATIONS
The Club shall be a Member of the Soccer NorthEastern Ontario District Association
and shall follow the published rules of the District Association and
The Ontario Soccer Association, hereinafter referred to as The OSA. The
Club is subject to the published rules in declining order of authority
of the following governing organizations to which it is affiliated:
The District Association (SNE)
Article 4: MEMBERSHIP
There are three classes of Member, namely, regular Member, honourary Member and life Member.
A regular Member is either:
a registered player
a registered Club coach
a registered Club game official
a registered Club administrator
an individual may qualify for, and be registered under, more than one
of the above categories, each individual holds only one Membership in
the Club, and is entitled to one vote at Members’ meetings.
A player shall become a regular Member when approved by the Club’s Registrar.
application, a coach shall become a regular Member upon acceptance by
the directors of the Club. A coach is an individual who is registered
with The OSA to teach, instruct, train and guide players to play the
game of soccer.
application, a game official shall become a regular Member upon
acceptance by the directors of the Club. A game official is an
individual who is registered with The OSA to officiate soccer games.
administrator shall become a regular Member upon election or
appointment by the directors of the Club. An administrator is an
individual who is registered with The OSA to be responsible for one or
more of the functions required to operate a Club. For purposes of this
definition, a team manager and a Director shall be classified as an
The Board of Directors may designate an individual as an honourary Member for a specific period of time.
honourary Member is afforded all rights of Membership, including the
right to attend and speak at Members’ meetings, but is not entitled to
life Member is afforded all rights of Membership, including the right
to attend and speak at Members’ meetings, but is not entitled to vote.
fees for regular Members shall be set annually by the Board of
Directors and ratified or amended by the Membership at a general meeting
of the Club
Discipline of Member
member may be fined, censured, suspended or expelled from Membership
for cause and only after charges have been laid in accordance with the
Club’s published rules and a hearing held in accordance with the Club’s
and OSA’s published rules. An individual whose Membership has been
suspended loses all rights of Membership until the suspension has been
team and team official discipline for game infractions is governed in
accordance with the procedures published by The OSA.
Member who infringes the Articles or rules of the Club or brings the
Club into disrepute, may be reprimanded, suspended or expelled from the
Club after a hearing by the Board of Directors of the Club at which
hearing the Member is entitled to attend.
Termination of Membership
Membership in the Club shall be deemed to have been terminated:
if the Member submits a signed letter of resignation to the Club
if the Member is expelled by the Club’s Board of Directors
if the Member is no longer registered with the Club
Article 5: BOARD OF DIRECTORS
Club shall be governed by a Board of Directors which shall consist of
at least six (6) individuals, or such number not to be less than three
(3) as may be amended from time to time in accordance with the Club’s
By-Laws. These individuals shall hold the positions of:
A Director may hold more than one position.
Director shall be eighteen (18) years of age or older, shall not be an
undischarged bankrupt and shall be a Regular Member of the Club.
A Director shall serve for a term of two years or until his or her successor is elected or appointed.
an initial Board of Directors has been appointed, the positions of
President, Treasurer and Registrar shall be elected in even numbered
years while the positions of Vice-President, Secretary and
Director-At-Large shall be elected in odd numbered years.
A Director has the right to resign her or his position by submitting a signed letter of resignation to the Club.
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 Club
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 club
If she/he becomes, or is discovered to be, an undischarged bankrupt; or
the Director has compromised the integrity of the Club 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 un the Discipline Policy of the OSA
if she/he has failed to properly account for monies or other property belonging to the Club
if she/he has been found guilty of a criminal offence regardless of whether or not the offence directly affected the Club.
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
2/3’s vote of the Board of Directors present, provided notice to remove
the Director has been given to all Directors of the Club. 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
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 Club
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
the term(s) 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 Board of Directors
Board of Directors shall conduct the business of the Club during the
periods between general meetings of the Club and in accordance with the
authority granted to it in the published rules of the Club
Board of Directors shall be responsible for the appointment and renewal
of appointments of all positions within the Club except for those
positions elected by the Membership of the Club. This shall include the
appointment of volunteer and paid positions for coach and administrator
positions within the Club’s operations. The selection process and the
appointments shall be based on procedures outlined in the Club’s
Board of Directors may also revoke, for cause, any appointment
providing that it has followed the procedures for the revoking and
appointment as outlined in the Club’s published rules.
Duties of Directors
as provided for in the Dispute Resolution Policy of The OSA, and
where the President delegates the responsibility to another person,
President shall preside at all general meetings of the Club 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 Club.
The Vice-President shall act in the absence of the President and shall have others powers as assigned by the Board of Directors.
Treasurer shall ensure that full and accurate records are kept of the
accounts of the Club; shall report to the Board of Directors at least
once per quarter; and shall submit an Annual Report to the Annual
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 the Club’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.
Other Director Positions
The duties of other Director Positions shall be determined by the Board of Directors.
Nominations and Elections
for positions on the Board of Directors may be made by any Member at
the Annual General Meeting or a Special General Meeting called for that
Nominations and elections for positions open shall be held in the order of the positions listed in the Constitution.
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.
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.
Article 6: MEETINGS
official notice of each meeting shall be given to all Members at least
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 website notice, e-mail, fax, or any other method determined by the
voting Members* or 25% of the voting Membership, whichever is less,
shall form a quorum at all general meetings of the Club. Any question
shall be decided by a majority of the votes unless otherwise required by
this By-Law or other law.
Annual General Meeting:
Club shall hold its Annual General Meeting not later than January 31 of
the following year. The agenda of the Annual General Meeting shall
Minutes of Previous Annual General Meeting
Appointment of Auditors
Amendments to the By-Laws
Election of Officers
Any Other Business
Special General Meeting:
A Special General Meeting of the Club:
may be called by the Board of Directors, or
be called by the Board of Directors upon receipt of a written request
submitted to the Club by registered mail, trace mail, courier service,
hand delivery, fax or e-mail, signed by not less than 25 Members or 25%
of the voting Membership, whichever is less, 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.
Voting at General Meeting:
Every regular Member shall have the right to attend, speak and vote at Members’ meetings of the Club.
regular Member shall have the right to attend and speak at Members’
meetings, but for anyone under the age of eighteen (18), any vote must
be cast by a parent or guardian who shall also have the right to attend
and speak on behalf of that Member at Members’ meetings.
Proxy Voting at General Meeting:
regular Member entitled to vote at a meeting of Members may by means of
a proxy appoint a person, who need not be a Member, 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.
An individual 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:
Board of Directors shall meet 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.
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
Article 7: COMMITTEES
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 Club.
Article 8: PROCEDURES GOVERNING MEETINGS
meetings of the Club 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
Article 9: BY-LAWS AND AMENDMENTS
(a) By-Law amendments may be proposed by the Board of Directors, or submitted by a Member to the Club
writing at least 21 days prior to a general meeting of the Club; and
must be approved by a majority vote of the Board of Directors, and by a
2/3’s vote of the Membership voting in person or by proxy at a meeting
of the Club duly called for that purpose.
(b) All Members entitled to vote shall be notified with the Club’s notice of the said Members’ meeting about By-Law amendments.
Such notification shall be by website notice, e-mail, fax, or any other method determined by the Members.
Article 10: RULES AND REGULATIONS
The Club shall have Rules and Regulations which shall include, but not limited to, the following:
discipline of a member: summary of charges regarding misconduct
discipline of a Member: procedures for discipline hearing
duties of Board of Directors: authority granted to Board regarding the business being conducted
of Board of Directors: selection process and appointment process for
the appointment and renewal of appointments to the League’s paid and
duties of Board of Directors: process for revoking appointments
voting at General Meeting: format for the proxy, and the issue, or issues, for which the proxy may be cast
Board of Directors may approve and publish Rules and Regulations which
are not inconsistent by this By-Law and are not inconsistent with the
Rules and Regulations of a higher level governing organization.
to the Rules and Regulations may be made by a majority vote of the
Board of Directors or the Members at a General Meeting.
Article 11: INDEMNITY
of the Board of Directors or other servants to the Club, their heirs,
executors, administrators and estate and effects respectively shall be
indemnified and saved harmless at all times by the Club 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 Club shall:
be audited annually by a Chartered Accountant if the annual Gross Revenue is greater than $ 30,000*; or
reviewed annually through a Financial Review Engagement completed by a
Certified General Accountant, Certified Management Accountant, if the
Annual Gross Revenue is $ 30,000 or less; or
the consent of all its Members, be exempt from any audit or Financial
Review Engagement if the Annual Gross Revenue is less than $ 10,000
The audit or the Financial Review Engagement statement shall be presented to the Annual General Meeting for adoption.
the Annual General Meeting of the Club, a chartered accountant firm
shall be appointed to perform the audit or the Financial Review
The fiscal year of the Club shall end on September 30th of each year, unless otherwise ordered by the Board of Directors.
Article 13: DISPUTE RESOLUTION
The Club shall adhere to the Dispute Resolution process as published and approved by The OSA from time to time.
Member of the Club may initiate the Discipline 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.
The Dispute Resolution process shall not to be used for game discipline which follows the normal discipline and appeals process.
The Club shall make available to any Member the Dispute Resolution process when requested.
Article 14: HARASSMENT
The Club shall adhere to the Harassment Policy as published and approved by The OSA from time to time.
Harassment Policy shall apply to all employees, directors, officers,
volunteers, coaches, game officials, administrators, players, Members
and registrants of the Club.
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 Club shall make available to any Member the Harassment Policy when requested.
Article 15: APPEALS
Any Member or registrant of the Club directly affected by a decision of
the Club may appeal such decision. The denial or termination of
Membership in the Club may be appealed by a non-Member
A decision of the Club may be appealed to the District Association with which the Club is affiliated.
The appeal shall be conducted in accordance with The OSA’s and District Association’s published rules.
An individual shall not appeal a decision made by the Board of Directors regarding the
non-appointment, re-appointment or revocation of an appointment of an
individual to any coach or administrator position within the Club’s
operations, except where the selection, appointment and revocation
process outlined in the Club’s published rules has not been followed.
an individual shall not appeal a decision made by the Club regarding a player’s team assignment.
Article 16: DISSOLUTION
the event of dissolution of the Club, 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, or nay not-for-profit athletic community
organizations, which operate solely in Ontario.
Article 17: DEFINITIONS/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.