Constitution

TORONTO SERVICES SOCCER LEAGUE — Founded in 1958 — CONSTITUTION — REVISED 2019

ARTICLE 1: NAME

The name of this League shall be the Toronto Services Soccer League, hereinafter referred to as the TSSL. The headquarters of the TSSL shall be in the Province of Ontario.

ARTICLE 2: OBJECTIVES

The TSSL shall have the following objectives:

  • To provide and operate a recreational soccer league competition, either indoor or outdoor or both.
  • To promote, develop, organize, perpetuate, govern and expand the game of soccer, in all its forms.
  • To develop a recreational league for people who cannot participate in any other leagues because of the nature of their employment, and for general recreation.
  • To foster a spirit of sporting good fellowship among all players and officials.

ARTICLE 4: MEMBERSHIP

The Membership of the TSSL shall be each team playing in the TSSL.

Acceptance into Membership: Application for membership must be made on the form supplied by the TSSL and returned on the date set each year by the Board of Directors. New Clubs may be admitted to membership upon application to the TSSL and shall post a cash bond, in an amount to be set by the TSSL, against their conduct and performance. New Clubs may be required to pay a one-time affiliation fee as determined by the Board of Directors.

Term of Membership: The period of membership in the TSSL begins on 1 January of each year and ends 31 December of the same year.

Membership Fees: The annual Membership fees for each category of membership shall be established by a majority of delegates present and entitled to vote at the Annual General Meeting of the TSSL. The annual membership fees will include the cost of three (3) tickets to the annual awards banquet.

Approval of New Members: The TSSL’s Board of Directors must approve the Membership application. Upon acceptance into membership, all clubs agree to abide by the Constitution and Rules and Regulations of the TSSL.

Membership Renewal: A club will renew its Membership by completing the required forms for Membership renewal. All clubs in membership shall be required to post a deposit to renew their status for the coming year. Deposits must be paid prior to the Annual General Meeting. The Board of Directors shall determine the amount of such deposit, which shall not be greater than half of the previous season’s membership fee.

Rights of Members:

  • To be governed in accordance with the TSSL’s published rules
  • To participate in League-sanctioned competitions
  • To attend and vote at all general meetings called by the TSSL
  • To enter teams in the TSSL in accordance with the TSSL’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 TSSL’s Rules and Regulations and a hearing held in accordance with the TSSL’s Rules and Regulations. A Member whose Membership has been suspended loses all rights of Membership until the suspension has been terminated.

Termination of Membership: Membership in the TSSL shall be deemed to have been terminated:

  • If the Member submits a signed letter of withdrawal to the TSSL;
  • If the Member is expelled by the TSSL;
  • If the Member fails to renew Membership in accordance with this By-Law.

ARTICLE 5: BOARD OF DIRECTORS

The TSSL shall be governed by a Board of Directors, which shall consist of at least seven individuals, or such number not to be less than five (5), as may be amended from time to time. These individuals shall hold the positions of: President, Vice President, Secretary, Treasurer, Director at Large.

A Director may not hold more than one position. A Director shall be 18 years of age or older and shall not be an undischarged bankrupt.

After an initial Board of Directors has been appointed, the positions of President and Secretary shall be elected in even numbered years; the positions of Vice President, Treasurer, and Director at Large shall be elected in odd numbered years. The term of office for all elected positions shall be for two (2) years.

To be eligible for election to the Board, one must be a manager, coach, or player registered with a team in good standing in the TSSL. No more than two (2) members from one (1) team can represent that team on the Board at any one time.

Director Vacancy: A Director has the right to resign his or her position by submitting a signed letter of resignation to the TSSL. A vacancy on the Board of Directors caused by death, resignation or removal 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:

1. The Director is unable to perform the duties expected of the position due to: becoming incapable of performing the business of the TSSL; being absent from three or more meetings of the Board without satisfactory reason; no longer residing in reasonable proximity to the TSSL; becoming or discovered to be an undischarged bankrupt; or

2. The Director has compromised the integrity of the TSSL due to: being found guilty of an offence under the TSSL Harassment Policy; failing to properly account for monies or other property belonging to the TSSL; being found guilty of a criminal offence regardless of whether or not the offence directly affected the TSSL.

A member of the Board of Directors 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 TSSL.

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 TSSL provided notice to remove the Director has been given to persons entitled to attend the Members’ meeting.

Conflict of Interest and Standards of Conduct: Directors shall be subject to the TSSL Conflict of Interest Policy as published in the TSSL Rules and Regulations.

Duties of Board of Directors: The Board of Directors shall conduct the business of the TSSL during the periods between general meetings of the TSSL and in accordance with the authority granted to it in the Rules and Regulations of the TSSL.

The Board of Directors shall be responsible for the appointment and renewal of appointments of all positions within the TSSL except for those positions elected by the Membership of the TSSL.

Duties of Directors:

President: The President shall preside at all general meetings of the TSSL and of the Board of Directors. The President shall be ex officio a member of all committees, except for 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; shall form discipline committees, and coordinate the activities of the discipline committees; and shall be the spokesperson for the TSSL.

Vice President: The Vice President shall act in the absence of the President, shall liaise with the TSSL Independent Game Officials and Coordinators, and shall have other powers as assigned by the Board.

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 society; 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; prepare, prior to each meeting an order of business; and in the absence of the president and vice-president to preside until the immediate election or appointment of a chair pro tem.

Treasurer: The Treasurer shall ensure that full and accurate records are kept of the accounts of the TSSL; shall report to the Board of Directors at least once per quarter; and shall submit an Annual Report to the Annual General Meeting, or an interim report to the Board when requested by the President.

Director at Large: The Director at Large shall assume duties as decided by the Board of Directors.

TSSL Independent Game Officials and Coordinators: The Independent Game Officials and Coordinators is an independent referee association directly affiliated with the TSSL. It is comprised of game officials who referee in the TSSL. The TSSL Vice President shall sit on the Board of the Game Officials association. The Game Officials shall be required to report to the Vice President and Discipline Chairman on the status of officials and shall be involved in all matters relating to game officials.

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. All nominations must be duly seconded and a simple majority of votes cast shall decide. 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.

ARTICLE 6: MEETINGS

Annual General Meeting: An official notice of the Annual General Meeting shall be given to all Members 30 days before the meeting is to be held. The TSSL shall hold its Annual General Meeting no later than 28 February of each year. The agenda shall include:

1. Welcome and Introduction of Guests

2. Roll Call

3. Minutes of Previous Annual General Meeting

4. President’s Address

5. Officers’ Reports

6. Treasurer’s Report

7. Auditor’s Report

8. Appointment of Auditors

9. Other Reports

10. Unfinished Business

11. Amendments to the Constitution and By-Laws

12. Roll Call

13. Elections

14. Approval of New Budget

15. Any Other Business

16. Adjournment

Those entitled to take part and to vote at the Annual General Meeting shall be: Each Member in good standing with the TSSL — One (1) vote. In the event of a tie vote, the President shall cast the deciding vote.

Special General Meeting: A Special General Meeting of the TSSL may be called by the Board of Directors, or shall be called by the Board of Directors upon receipt of a written request submitted to the TSSL 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. 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. Decisions shall be arrived at by a simple majority of votes of those present and eligible to vote.

Board of Directors Meeting: The Board of Directors shall meet at least 4 times per year, upon 14 days’ notice given by the President and Secretary. 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.

Where a member of the Board of Directors fails to attend three (3) consecutive meetings without reasonable cause, they shall be deemed to have resigned from the Board.

Any vacancy occurring on the Board of Directors may be filled by the President for the remaining term of the position vacated, subject to approval by a majority of the other members of the Board of Directors (excluding the President).

During intervals between meetings of the Board of Directors, the TSSL executive shall possess and may exercise all the powers of the Board of Directors in the management and direction of the affairs of the TSSL.

The Past President will become an ex officio member of the Board of Directors and will have no voting powers.

No one who is directly or indirectly associated with the TSSL in any capacity whatsoever shall financially benefit from any dealings thereof without the approval of the Board of Directors.

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 TSSL.

  • Credentials Committee: Chaired by the Vice-President, duties of this committee may include assessing the credentials of Members prior to any General Meeting of the TSSL, and interviewing prospective new teams wishing to be granted membership.
  • Finance Committee: Chaired by the Treasurer, it shall be the duty of this committee to prepare the TSSL’s annual budget, and to examine any other extraordinary financial matter that may arise.
  • Constitution Committee: Chaired by the Vice President, it shall be the duty of this committee to be responsible for all matters relating to the Constitution and By-Laws and for amendments thereto.
  • Discipline Committee: Chaired by the Discipline Chairman, it shall be the duty of this committee to investigate all discipline cases arising from competitions under the direct jurisdiction of the TSSL, and shall be responsible to prepare any changes or amendments to the policies and procedures of the discipline process. All such changes or amendments must be ratified by the Board of Directors.

The President shall be ex officio a member of all Committees above.

ARTICLE 8: PROCEDURES GOVERNING MEETINGS

All meetings of the TSSL 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 TSSL.

ARTICLE 9: BY-LAWS AND AMENDMENTS

By-Law amendments may be proposed by the Board of Directors, or submitted by a Member to the TSSL in writing at least 14 days prior to the Annual General Meeting of the TSSL; and must be approved by a majority vote of the Board of Directors, and by a 2/3 vote of the Membership voting in person at a meeting of the TSSL duly called for that purpose. Amendments or alterations to any part of the Constitution may only be made at the Annual General Meeting.

ARTICLE 10: RULES AND REGULATIONS

The TSSL shall have Rules and Regulations which shall include, but not be 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 TSSL’s paid and volunteer positions; and
  • duties of Board of Directors: process for revoking appointments.

The Board of Directors may approve and publish Rules and Regulations which are not inconsistent with this By-Law. 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.

ARTICLE 11: INDEMNITY

Members of the Board of Directors or other servants to the TSSL, their heirs, executors, administrators and estate and effects respectively shall be indemnified and saved harmless at all times by the TSSL 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 TSSL shall be audited annually by a Chartered Accountant. The Audit or the Financial Review Engagement statement shall be presented to the Annual General Meeting for adoption. The fiscal year of the TSSL shall end on 31 December of each year, unless otherwise ordered by the Board of Directors.

ARTICLE 13: DISPUTE RESOLUTION

The TSSL shall adhere to the Dispute Resolution process as published and approved by the TSSL Board of Directors. Any Member of the TSSL may initiate the Dispute Resolution process by communicating in writing to the TSSL the nature and facts of the dispute. The Dispute Resolution process shall not be used for game discipline, which follows the normal discipline and appeals process.

ARTICLE 14: HARASSMENT

The TSSL shall adhere to the Harassment Policy as published and approved by the TSSL Board of Directors. The Harassment Policy shall apply to all employees, directors, officers, volunteers, coaches, game officials, administrators, players, Members and registrants of the TSSL.

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.

ARTICLE 15: APPEALS

Any registrant or registered organization directly affected by a decision of the TSSL may appeal such decision. The denial or termination of Membership in the TSSL may be appealed by a non-Member.

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 TSSL’s operations, except where the selection, appointment and revocation process outlined in the TSSL’s Rules and Regulations has not been followed.

ARTICLE 16: DISSOLUTION

In the event of dissolution of the TSSL, 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.

CONFLICT OF INTEREST AND STANDARDS OF CONDUCT

Directors shall be subject to the TSSL Conflict of Interest Policy as published in the TSSL Rules and Regulations.

1.1. The Toronto Services Soccer League (TSSL) is committed to providing an environment in which all of its Members of The Board, duly elected every 2 years by the general assembly of the TSSL membership, act honestly, in good faith, and in the best interests of the TSSL and its membership.

1.2. The activities of the TSSL’s Board and its Directors, shall be conducted in a manner becoming the high ethical standard of business conduct expected of the longest serving recreational soccer league in Ontario.

1.3. Each Director/Board member is under an obligation to avoid a conflict of interest, whenever reasonably possible. In such situations, the Director/Board member is required:

a) to declare the conflict of interest, and refrain from voting on the issue in question

b) to absent himself or herself from the meeting at any time there is discussion of the matter giving rise to the conflict

c) to refrain from lobbying or participating in the decision making process

d) to keep private and confidential the business of the TSSL discussed during meetings of the Board and not use the inside knowledge acquired thereof to advance his interest or that of the team he/she represents at the expenses of other members.

1.4. Each Director/Board member is also required to declare a conflict whenever he/she may benefit, either directly or indirectly, from any contractual agreement made between the TSSL and any other company, firm, or organization in which such member is not dealing with at arm’s length.

1.5. Each Director/Board member who has any questions or concerns regarding situations of conflict of interest or potential or possibly perceived situations of conflict of interest should seek and obtain appropriate guidance and counsel from the TSSL’s full Board.

1.6. There are basically two situations giving rise to a conflict of interest: "financial interest" and "obligation of loyalty." The circumstance giving rise to a conflict of interest need not be those of the individual Director/Board member but may be the interest of a person having close family ties to the Director/Board member, or a friend, business associate, or colleague of the Director/Board member.

1.7. In the event that, by majority vote, the TSSL Board of Directors finds that a Director/Board member has contravened the conflict of interest guidelines cited in 1.3 to 1.6 above, that Director/Board member shall be subject to the following disciplinary measures:

a) First violation, he/she shall receive a reprimand, either written or oral as the Board in its absolute discretion may decide

b) Second violation, he/she shall be dismissed from the Board membership at once.

1.8. The sanctions provided in Section 1.7 a. and b. above, shall be final and not subject to any redress mechanism.

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