ARTICLE 1: NAME

The name of this organization shall be The Lambton-Kent Soccer Association, hereinafter referred to as the District Association. The headquarters of the District Association shall be within the boundaries of the District Association.

ARTICLE 2: OBJECTS

The District Association shall have the following objects:

To promote, develop and administer the game of soccer, both indoor and outdoor, in the District.
To represent and act on behalf of Ontario Soccer, hereinafter referred to as The OS, in the administration of OS programs within the District.
To represent and act on behalf of its Member organizations and assist them develop and effectively administer soccer programs that promote the development of the mental, physical, social and leadership skills of their Members.

ARTICLE 3: AFFILIATIONS

The District Association shall be a Member of Ontario Soccer and shall follow the published rules of OS. The District Association is subject to the published rules in declining order of authority of the following governing organizations:

The Canadian Soccer Association
The Ontario Soccer
The Lambton-Kent Soccer Association

ARTICLE 4: MEMBERSHIP

There are four (4) classes of Membership:

4.1 Active 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.

All Clubs shall have a Constitution which meets the minimum requirements for a Club Constitution in accordance with the OS’s published rules.

A Club which meets the OS 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
for-profit club

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 OS.

4.2 Associate Membership

Associate Membership shall be open to:

leagues governed by the District Association including:
District Leagues
Multi-Jurisdictional Club Leagues
leagues mandated by OS published rules, including:
Regional Leagues
Multi-Jurisdictional District Leagues
other organizations which operate soccer programs including, but not limited, to:
soccer camps, schools or academies
school boards
colleges
universities
referee associations
coach associations

which support the objectives of, and operate within, the District Association.

In order to be eligible for Associate Membership in a District Association, a League must have a By-Law or Constitution which is in full compliance with the minimum requirements for a League By-Law as defined in League Policy 4.3, by no later than its District Association’s Annual Meeting immediately following September 1, 2006

4.3 Honorary Membership

The Board of Directors may confer an honorary Membership upon an organization or a person for a period of time.

Honorary Members are afforded all rights of Membership and shall have a voice but no vote at a general meeting of the District Association.

4.4 Life Membership

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.

4.5 Membership Fees

Except where mandated by OS 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.

4.6 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.

4.7 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

4.8 Membership Renewal

Active Members shall apply for renewal of their Membership by submitting an application form together with a copy of the applicant’s current constitution, a list of current Officers, and an audited Financial Statement along with the 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 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.

4.9 Rights of Active and Associate Members

Active Members shall be accorded the following rights:

To be governed in accordance with OS and the District Association’s published rules,
To register players, administrators, team officials and referees with OS and the District Association,
To be a Member of, and register their teams with, OS sanctioned Leagues,
To enter teams in OS sanctioned competitions,
To participate in OS 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 The OS published rules,
To operate Player, Coach and Referee Development Programs, and
To participate in The OS Insurance Plan

Associate Members shall be accorded the following rights:

To be governed, where applicable, in accordance with The OS and the District Association’s published rules,
To register, where applicable, administrators and teams with The OS and the District Association,
To enter teams, where applicable, in OS sanctioned competitions,
To participate in OS and District Association sanctioned programs, and
To attend and vote at all general meetings called by the District Association

4.10 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 District Association’s published rules and a hearing held in accordance with the District Association’s and OS’s published rules. A Member whose Membership has been suspended loses all rights of Membership until the suspension has been completed.

4.11 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 9 individuals, or such number not to be less than 9, as may be amended from time to time in accordance with the District Association’s By-Laws. These individuals shall hold the positions of:

Of President

Vice- President

Secretary

Treasurer

Five Directors at Large

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.

5.1 Terms of Office

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

The positions of President, Treasurer, and three Directors shall be elected in odd numbered years. The positions of Vice-President, Secretary and two Directors, shall be elected in even numbered years.

5.2 Director Vacancy

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.

5.3 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 two 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 OS
- if she/he has been found guilty of an offence involving violence under the Discipline Policy of The OS
- 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
- if she/he has been found guilty of failing to act in accordance with the Conflict of Interest Policy of OS

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. 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.

5.4 Conflict of Interest and Standards of Conduct

The Directors shall be subject to the Conflict of Interest Policy 21.0 in the OS’s published rules.

5.5 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.

5.6 Duties of Directors

President

Except:

as provided for in the Dispute Resolution Policy of OS, 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.

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 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.

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 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 new presiding officer.

Other Director Positions

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

5.7 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 for the position of President will be accepted for any individual having served at a previous directorship of the Lambton Kent Soccer Association.

Failing to elect a past director at the first round of nominations for the president’s position, will eliminate the requirement of previously having served the board of directors.

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.

5.8 District Representative

The President of the District Association shall be District Representative to OS 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 The OS’s published rules.

ARTICLE 6: MEETINGS

6.1 General Meetings

An 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 regular mail, email, and website notice.

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.

6.2 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

Unfinished Business

Amendments to the By-Laws

Election of Officers and Directors

Any Other Business

Adjournment

6.3 Special General Meeting:

A Special General Meeting of the District Association:

may be called by the Board of Directors by its own motion, or
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.

6.4 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.

6.5 Voting at General Meeting:

At general meetings, an Active member shall have:

a vote for the first one hundred dollars ($100), or part thereof, of fees retained;
a vote for each additional three hundred dollars ($300), or part thereof, of fees retained up to a maximum of six votes;
a vote for each additional five hundred dollars ($500), or part thereof, of fees retained; and
all its votes cast by its appointed delegate or by a proxy

The total number of votes that a Member is entitled to cast may be limited to a percentage of the total eligible votes as defined in the Rules and Regulations.

Associate members shall have one vote at general meetings.

6.6 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 in a written and signed statement 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.

6.7 Board of Directors Meeting

The Board of Directors shall meet at least four (4) times per year, upon fourteen (7) days’ notice given by the President and Secretary, at such place and time as the Board of Directors may determine.

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.

6.8 Executive Committee

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

By-Law amendments may be proposed by the Board of Directors, or submitted by a Member to the District Association in writing at least 21 days prior to a general meeting of the District Association; 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 District Association duly called for that purpose.

All Members entitled to vote shall be notified with the District Association’s notice of the said Members’ meeting about proposed By-Law amendments referred to in subparagraph (A). Such notification shall be by regular mail, email, and website notice.

ARTICLE 10: RULES AND REGULATIONS

The District Association shall have Rules and Regulations which shall include, but is 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
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
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

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 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.

OTHER REGULATIONS:

a) The Association may impose such other regulatory measures as it deems necessary for the efficient administration of the playing structure of the game within its jurisdiction.

b) The Association may make such miscellaneous Rules and Regulations as may be deemed necessary, to suspend or fine any member that’s exercising authority over Lambton Kent Soccer Association, including reaching outside the district jurisdiction for course of action.

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:

be audited annually by a Chartered Accountant* if the annual Gross Revenue is greater than $30,000*; or
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
with 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.

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 November 30 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 The OS from time to time.

Any member of the District Association may initiate the Dispute Resolution process by communicating in writing to The OS, with a copy to the District Association, the nature and facts of the dispute. The OS, 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 OS 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

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).

The denial or termination of membership in the District Association may be appealed by a non-registered organization.

A decision of the District Association may be appealed to The OS. The appeal shall be conducted in accordance with OS’s published rules.

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.

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 the OS.

Article 17: DEFINITIONS/TERMINOLOGY

Terminology used in this By-Law shall have the same meaning as used by OS in its letters patent, By-Laws and published rules.

Amended: November 21, 2015