GENERAL PRINCIPLES 1. Purpose GOVERNANCE POLICY The general purpose of committees is to assist the Board in carrying out its responsibilities, including oversight, recruitment of Board or Committee Members, planning, risk management, policy development and self-evaluation. Committees facilitate the effective utilization of individual Directors talents, abilities and community contacts for the greater good of The OSA. The Board may create additional Committees and applicable Governance Policies as needed. 2. Committees A. Judicial Committee The Committee: a) serves as the discipline body for OSA registrants; b) serves as the appeal body for non-registered and registered volunteers, clubs, teams, coaches, players, referees, and program participants; c) is advisory to the Board but does not report to the Board, the Executive Committee or the Executive Director; d) is comprised of staff as well as program volunteers who possess the expertise and knowledge that is necessary for effective program development and program delivery; e) may create sub-committees to assist it with its work. The Judicial Committee of The OSA is 1. Discipline and Appeals Committee B. Operational Committees Operational Committees: a) bring together the professional leadership of OSA staff and the expertise of The OSA s volunteers to develop and deliver a specific program; b) are advisory to management; c) will be comprised of staff as well as program volunteers who possess the expertise and knowledge that is necessary for effective program development and program Page 1 of 7
delivery. Directors may serve on Operational Committees. The Operational Committees of The OSA are 1. IMS Oversight Committee 2. Competitions Committee 3. League Management Committee (under review) 4. Regional League Management Committee (under review) 5. Referee Development Committee (under review) 6. Technical Advisory Committee (under review) 7. Technical Development Committee (under review) 8. Women in Soccer Committee C. Standing Committees Standing Committees: a) serve in an advisory capacity to the Board, assisting the Board in carrying out its planning, oversight, and internal self-management functions; b) are advisory to the Board; c) are not involved in the Association s operations; d) will be comprised of a majority of Directors unless otherwise authorized by the Board; e) may include Independent Members to expand their expertise or otherwise provide assistance. The Standing Committees of The OSA are 1. Audit Committee 2. Executive Committee 3. Finance Committee 4. Governance Committee 5. Human Resources Committee 6. Nominations Committee (under review) 7. Risk Management Committee 8. Strategic Planning Committee D. Special Committees Additional Special Committees may be struck by the Board to undertake a specific task or project that is to be completed within a defined period of time and with specific deliverables. Special Committees shall operate using the same basic principles as Standing Committees. The Special Committee of The OSA is Page 2 of 7
1. Rules Review Committee 3. Authority GOVERNANCE POLICY Except where so authorized in The OSA By-Law, Board committees do not have the authority to make decisions, to act for the Board or to bind The OSA. 4. Operation A. General Background information for committee meetings is to be forwarded to Committee Members in advance of the meetings. Committee Members are expected, prior to meetings, to review all background information sent to them. Committee Members are expected to notify the Committee Chairperson or Co-chairpersons if they are unable to attend or participate in a meeting. Committees may establish sub-committees to assist them with their work. Committee Members may be required to complete tasks / work outside of the regularly scheduled meetings. Each Committee will receive the necessary resources from The OSA to fulfill its mandate, and may from time to time have staff persons assigned to assist the Committee with its work. B. Meetings In the Chairperson or Co-chairpersons absence or inability to act, the other Committee Members appoint one of the Members to serve as Chair of a meeting. The Committee may invite individuals to participate in Committee meetings to expand its expertise. Decisions are to be made by majority (50%+1) of the voting Members with the Chairperson of the meeting having a vote only in the event of a tie. The Chairperson or Co-chairperson should guide the discussion so that it proceeds in an orderly and efficient fashion, respects Robert s Rules of Order and The OSA s Code of Conduct, and deals with committee business; Page 3 of 7
ensure that all views are heard, that the Committee formulates recommendations that reflect the majority will. The Executive Director shall cause the creation of minutes for each Judicial or Operational Committee meeting within forty-five (45) days of the conclusion of the meeting and the electronic posting of these minutes in a location accessible to each Director. The Chairperson or Co-chairperson shall cause the creation of minutes for each Standing or Special Committee meeting within forty-five (45) days of completion of the meeting and the receipt of these minutes by the Board at its next regularly scheduled meeting. The number of meetings and the meeting formats permitted will be as defined in the Governance Policy for each specific committee. C. Action Plan and Budget Resources Each Committee is required to submit an annual work plan with anticipated deliverables for approval by the Board. The plan will be modified to address Board requests or mandates. The Executive Director, in consultation with the applicable Committee Chairperson or Cochairperson, must submit a budget for each Committee for inclusion in The OSA s Annual Budget. Once approved, any exceptions must be approved by the Board. D. Reporting Through its Chairperson or Co-chairperson, each Standing or Special Committee will report regularly to the Board. The Chairperson or Co-chairperson will report to Members at the Annual General Meeting, in the form of a written report. The Chairperson or Co-chairperson of the Judicial Committee and each Operational Committee will report to Members at the Annual General Meeting in the form of a written report. 5. Appointments A. Nominees for Appointment Individuals, who wish to be appointed as a Chairperson or Co-chairperson or a Committee Member of a Judicial or Operational Committee or be appointed an Independent Member, must complete an Appointment Application form and submit the form to the Chairperson or Co-chairperson of the Nominations Committee by October 1 st of each calendar year. The Page 4 of 7
individual must also submit a police background check with the Appointment Application form. The Executive Director shall cause the master Appointment Application form to be available no later than September 1 st of each calendar year. The Nominations Committee will create a list of nominees for each applicable Chairperson or Co-chairperson and Committee Member position and present the list to the Board and the applicable incumbent Chairperson or Co-chairperson. The list will be comprised of the names of every individual who submitted a properly completed Appointment Application form. B. Appointment of the Chairperson or Co-chairpersons. Except where a Chairperson or Co-chairperson serves by virtue of their office, Chairpersons or Co-chairpersons are appointed by the Board in the even-numbered or odd-numbered year as defined in the applicable Committee Governance Policy. The Board may appoint Co-chairs for a Committee upon a request from the Committee. A staff person may serve as a Chairperson or Co-chairperson at the request of the Executive Director and approval of the Board. C. Appointment of Committee Members Committee Members are appointed as defined in the applicable committee Governance Policy. As a guiding principle, approximately half of the Committee Members should be appointed in an even-numbered year and half in an odd-numbered year. D. Term of Appointment Committee Members will serve terms that will not exceed twenty-four months. The term of the appointment shall commence January 1 st of the calendar year for which the term is to begin and shall end December 31 st of the calendar year for which the term is to end. The Members may serve a maximum of two terms which may be in succession. With the approval of the Board, a Member may serve additional terms. Ex officio Members may serve indefinite terms. Page 5 of 7
E. Vacating an Appointment A Member of a Judicial, Standing or Special Committee have the right to resign their appointment and must do so by informing the Secretary of their intention in writing. A Member of an Operational Committee have the right to resign their appointment by informing the Executive Director of their intention to do so in writing. The Board may remove any Member of a Judicial, Standing or Special Committee for cause. The Executive Director, with the approval of the Board, may remove any Member of an Operational Committee for cause. Such cause shall include, but are not limited to: Conflict of interest (as defined in The OSA Member Policies) Failure to perform duties and responsibilities Exceeding the limits of the member s authority Discovery of a criminal record Is declared to be incapable by a court in Ontario, Canada or in another country Is in bankrupt status Failure to respect and comply with the spirit and intent of the By-Laws, rules and regulations, and policies of The OSA A Member shall be deemed to have vacated their position if the Member misses two scheduled meetings of the Committee for reasons considered insufficient by a majority of the Committee and with approval of the Board. The Chairperson of a Judicial, Operational, Standing, or Special Committee shall be deemed to have vacated their position if the Chairperson fails to convene the minimum number of scheduled meetings, as described elsewhere in this document, for reasons considered insufficient by a majority of the Committee and with the approval of the Board. 6. External Resources The Judicial, Standing and Special Committees may engage paid consultants or contractors only upon approval of the Board. An Operational Committee may engage paid consultants or contractors only upon approval of the Executive Director in compliance with the Executive Limitations Policy. Page 6 of 7
A Committee is permitted to request the input of another Committee or additional volunteers on any accountability or responsibility of the Committee. 7. Succession Planning Each Standing Committee and the Judicial Committee should review succession plans for the Committee Members on an annual basis. 8. Mandate Review Each Committee shall review its mandate on an annual basis and seek confirmation by the Board. 9. Ex officio Member For the purposes of The OSA Committee Governance Policies, an Ex officio Member shall be an individual who has all rights of a Committee Member. Individuals who receive compensation or other forms of payment from The OSA shall not have the right to move or second a motion or to cast a vote. Ex officio Members serve by virtue of their appointed, contracted, or staff position or until removed by a change to the applicable committee Governance Policy. 10. Independent Member For the purposes of The OSA Committee Governance Policies, an Independent Member shall be an individual who is not a Director and/or Officer of The OSA. 11. Change to a Governance Policy A Governance Policy for a Judicial, Standing or Special Committee must be approved initially by the Board and may be modified from time to time by the Board. A Governance Policy for a Operational Committee must be approved initially by the Board and may be modified from time to time by the Executive Director with the pre approval of the Board. 12. Review and Approval This Governance Policy is as originally approved by the Board of Directors on December 10, 2011 and may be modified from time to time by the Board. Page 7 of 7