Pegasus Athletic Club
Article 1: NAME
The name of this Club shall be "Pegasus Athletic Club", hereinafter
referred to as "the Club". The headquarters of the Club shall be
located in Kingston, Ontario, within the Southeast Ontario Soccer
Association boundaries, hereinafter referred to as SOSA.
Article 2: OBJECTIVES
The Club shall have the following objects:
1. To promote and develop the games of soccer and futsal in Kingston, Gananoque and Leeds Thousand Islands.
2. To help individuals to develop their character as resourceful and responsible
Members of their community by providing opportunities, through the games
of soccer and futsal , for their mental, physical, social and
Article 3: AFFILIATIONS
The Club shall be a Member of the Ontario Soccer Association and shall
follow the published rules of the Southeast Ontario Soccer Association,
and The Ontario Soccer Association (hereinafter referred to as "OSA").
The Club is subject to the published rules in declining order of
authority of the following governing organizations to which it is
The District Association
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,
- registered club coach,
- registered club official,
- a registered club administrator.
A parent of a registered player may become a regular member by completing a club registration form.
Although 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.
Registered club coaches, club officials, club administrators and
registered parents are entitled to one vote at Members' meetings.
A player, coach, official and administrator shall become a regular Member when approved by the Club's Registrar.
Upon 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
Upon 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.
An 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.
An honourary Member is afforded all rights of Membership, including the
right to attend and speak at Members' meetings, but is not entitled to
The Board of Directors may designate an individual as a life Member.
A life Member is afforded all rights of Membership, including the right
to attend and speak at Members' meetings, but is not entitled to vote.
Membership 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
A Member may only 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 terminated.
Player, team and team official discipline for game infractions is
governed in accordance with the procedures published by The OSA.
Any 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
The Club shall be governed by a Board of Directors which shall consist
of at least 4 individuals, or such number not to be less than , as
may be amended from time to time in accordance with the Club's By-Laws.
These individuals shall hold the positions of:
Director of Competitive Soccer
Director of Recreational Soccer
Director of Gananoque Program
Director of Communications
Director of Fund Raising
Director of Coaching
Director of Referees
Director of Facilities
Director of Discipline
Director of Volunteer Screening
A Director may hold more than one position.
- shall be 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.
After an initial Board of Directors has been appointed, the positions of
President, Registrar, Treasurer Director of Coaching, Director of
Fundraising, and Director of Facilities, shall be elected in
even-numbered years while the positions of Vice-President, Secretary,
Seniors Director, Director of Referees, Director of Futsal and Director
of Discipline 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.
A vacancy on the Board of Directors and their respective position(s)
held, caused by death, or a 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
- if 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 offense under the Harassment Policy of The OSA
- if she/he has been found guilty of an offense 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 Club
-if she/he has been found guilty of a criminal offense regardless of whether or not the offense directly affected the Club.
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
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
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 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
The 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.
The 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 published rules.
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 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,
the 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 other powers as assigned by the Board of Directors.
The 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
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 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
The duties of other Director Positions shall be determined by the Board of Directors.
Nominations and Elections
Nominations for positions on the Board of Directors may be made by any
Regular Member entitled to vote at the annual general meeting or at a
Special General Meeting called for that purpose.
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.
Article 6: MEETINGS
An official notice of each meeting shall be given to all Members at
least 15 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
any other method determined by the Members
Twenty five 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:
The Club shall hold its Annual General Meeting not later than January 31st of the following year.
The agenda of the Annual General meeting shall include:
Minutes of Previous Annual General Meeting
Appointment of Auditors
Amendments to the By-Laws
Election of Officers and Directors
Any Other Business
Special General Meeting:
A Special General Meeting of the Club:
a) may be called by the Board of Directors, or
b) shall be called by the Board of Directors upon receipt of a written
request submitted to the Club by registered mail, certified 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 aged 16 and over shall have the right to attend and
speak at Members' meeting of the Club but only registered club coaches,
club officials and club administrators are entitled to vote at Members'
Every regular Member under the age of 16 shall have the right to attend and speak at Members' meetings.
Proxy Voting at General Meeting:
A regular member entitled to vote is 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:
The Board of Directors shall meet at least 4 times per year, upon 15
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
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 Club.
Article 8: PROCEDURES GOVERNING MEETINGS
All 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 Clubin 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
(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 email, fax or website posting
Article 10: RULES AND REGULATIONS
The Club 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 Club'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
The Board of Directors may approve and publish Rules and Regulations
which are not inconsistent with this 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.
Article 11: INDEMNITY
Members 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 financial statements of the Club shall be
a) presented annually subject to the minimum requirements as defined in d);
b) based on a defined fiscal year end as defined in f);
c) presented to the members at the Annual General Meeting;
d) audited, as defined by the Canadian Institute of Chartered
Accountants (CICA), by a public accountant if the Club’s annual
gross revenue is greater than or equal to $150,000 or the Club has
greater than or equal to 1000 registered players
e) if an auditor is required:
a) at each Annual General Meeting, the Members will appoint an
auditor to audit the books, accounts and records of the Club who will
report to the Members at the next Annual General Meeting. The auditor
will hold office until the next Annual Meeting. If an auditor is not
appointed, the auditor in office will continue in office until a
successor is appointed;
b) the members may, by special resolution passed by at least
two-thirds of the votes cast at a general meeting of which proper notice
has been provided, remove any auditor before the expiration of the
auditor’s term of office;
c) the auditor will not be a director, officer or employee of the
Club or any affiliated Club or who is a partner, employer or employee
of any such director, officer or employee;
d) the auditor will report to the members at the annual general
meeting the auditor’s financial statement which presents fairly the
financial position of the Club and the results of its operations for the
period under review in accordance with generally accepted account
e) the auditor’s report will be open for inspection by any member of the Club.
f) the fiscal year of the Club shall end on September 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.
Any Member of the 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.
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.
The Harassment Policy shall apply to all employees, directors, officers, volunteers, coaches,
game officials, administrators, players, Members and registrants of the Club.
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,
The Club shall make available to any Member the Harassment Policy when requested.
Article 15: APPEALS
a) 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.
b) 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
c) 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 Club's operations, except where the selection, appointment
and relocation process outlined in the Club's published rules has not
d) An individual shall not appeal a decision made by the Club regarding a player's team assignment.
Article 16: DISSOLUTION
In 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 any not-for-profit athletic community
organizations, which operate solely in Ontario.
Article 17: DEFINITIONS/TERMINOLOGY
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.