 | PROBUS CLUB OF SOUTH LONDON |
- PROBUS CLUB of SOUTH LONDON BYLAWS
- Amended November 22, 2022
PROBUS CANADA Suggested Bylaws for PROBUS Clubs (July 8, 2022) were used as a guide
I. TERRITORY
1. Membership in the Probus Club of South London, hereafter referred to as the “Club”, shall be primarily, but not necessarily, from the area of London and District.
II. MEMBERSHIP
- 1. The Club shall be for both men and women, retired or semi-retired, regardless of marital status, gender identity, sexual orientation or any other provision protected under Section 1.3 (1) of the Human Rights Act.
- 2. Generally, application for membership, subject to approval by the Management Committee, shall be sponsored by a current member. Applications for membership from members of the public who are not sponsored by a current member require only approval by the Management Committee. Founding members do not require sponsorship.
- 3. An application for membership, once accepted, will require a one-time non-refundable initiation fee, an annual membership fee and a fee for a name badge. Upon acceptance by the Club, the new members will be welcomed into the Club by the President or designate. The Club Management Committee will review the fee structure periodically and may make adjustments based on the financial circumstances of the Club. Depending on the time of year a new member is accepted, the annual membership fee may be prorated at the discretion of the Management Committee, to be determined Membership may be held in more than one PROBUS club. When a membership waiting list exists and an opening occurs in the Club, priority shall be given to an applicant who is not already a member of a PROBUS club. Existing members who are renewing their membership must pay the full annual fee. Partial-year renewals are not permitted.
- 4. Membership caps are to be determined by the Management Committee.
- 5. Annual membership fees are payable by September 1st. Regular attendance is not mandatory.
- 6. The Management Committee may terminate the membership of any member who fails to pay the annual membership renewal fee by September 1st of any year.
- 7. Honorary Membership may be conferred on a person by a majority of members voting at a General Meeting of the membership provided a quorum of members, as defined by the bylaws, exists at the meeting. An Honorary Member shall not be required to pay the annual membership fee and shall enjoy all privileges of membership except voting and election to office. No more than 2% of the membership shall be Honorary Members at any given time.
- 8. Life Membership may be conferred on a member by a majority of Club members voting at a General Meeting of the Club membership provided a quorum of members, as defined by the bylaws, exists at the meeting. The purpose of conferring a Life Membership is to recognize a Club member who has rendered outstanding service to the Club. A Life Member shall not be required to pay the annual membership fee and shall enjoy all privileges of membership. No more than 2% of the membership may be Life Members at any given time.
- 9. If in the opinion of, and after due consideration by, the Club's Management Committee, a member who has conducted himself / herself in such a manner as to bring discredit on the Club or on PROBUS Canada or causes serious discord within the Club membership, the Management Committee shall endeavour to discuss and favourably resolve the issue with the member. Should such discussion be unsuccessful, the member may be asked by the President to resign. Should the member not resign, the Management Committee, by majority vote, may choose to not accept the renewal of the membership of the member for the following and any subsequent year(s) and shall return any Club membership renewal fees paid by or on behalf of the member for any period for which the member’s membership in the Club has not been in effect.
III. MANAGEMENT COMMITTEE
1. The Management Committee shall consist of members of the Club in good standing elected by the Club membership or, in the case of an interim vacancy on the Committee, appointed by the Management Committee with the exception of non-voting members of the Committee as provided in Bylaw 3-7. The Management Committee shall manage the day to day and strategic operations of the Club including, but not limited to, financial and membership activities.
2. The Management Committee shall consist of the following positions: Immediate Past President, President, Vice President, Secretary, Treasurer, Newsletter, Membership and Events Coordinator who, with the exception of the Past President, are elected to their positions by a vote of the general membership.
3. Each member elected to the Management Committee has one vote at the Management Committee meetings. Two members may serve concurrently in a single position.
4. In the event a Management Committee member occupies more than one Committee position, only one position shall be counted when determining a quorum for the Committee, and the member shall not exercise more than one vote on the Management Committee. Since the past President is part of the said committee, that position shall also have one vote
5. At the discretion of the Management Committee in any instance, Committee voting may be by open voting or by secret ballot, and votes by Management Committee members may be cast by telephone or email and any such vote shall be reflected in the quorum present for that vote.
6. The voting quorum at a Management Committee meeting shall be 50% plus one of the Committee.
7. For the purpose of advising the Committee, the Management Committee may appoint Club members as non-voting members of the Committee (or to subcommittees of the Committee) and for terms determined at the discretion of the Management Committee. Such appointments do not require a vote by the Club membership and individuals appointed to such non-voting roles do not exercise any authority on behalf of the Management Committee or Club. Such positions do not count toward a quorum of the Management Committee.
8. The President, or designate, shall preside at all meetings of the Management Committee and all General Meetings of the Club and shall be the principal executive officer of the Club charged with generally overseeing the business and affairs of the Club.
9. The Vice President shall perform the duties of the President in the absence of the President.
10. The Secretary shall be responsible for recording and archiving all minutes of the Management Committee meetings and Annual Meetings and archiving all material correspondence and material records of the Club.
11. The Treasurer shall maintain and control all financial records of the Club and provide verbal monthly financial statements to the Management Committee and make written reports annually to the Club membership.
12. The Membership Chairperson shall be responsible for the Club membership roll which shall include Club members' names, postal and email addresses, telephone numbers and other information that the Management Committee may determine is necessary. The Membership Chairperson, on behalf of the Management Committee, shall also be responsible for managing the privacy of information requirements related to the membership roll.
13. The membership roll may be distributed to the members as determined by the Management Committee, but at least annually, and shall include a statement that it is not to be shared with individuals outside the club for any reason or used for commercial purposes.
14. The Club shall cooperate with Rotary and/or other PROBUS Clubs in the formation of new PROBUS Clubs.
15. Management Committee shall develop and update as necessary a comprehensive description of the Responsibilities of the Probus Management Committee Members. This document is appended to these Bylaws.
IV. ELECTION OF MANAGEMENT COMMITTEE MEMBERS
1. Elections to vacant positions on the Management Committee shall be made by means of a majority vote of the attending Club membership at a General Meeting provided such attending membership constitutes a quorum as defined in the Club bylaws and except as provided in Bylaw 4-7.
2. A Nominating Committee consisting of the President, Past President (or other Management Committee member as determined by the Committee) and a Club member-at-large and not on the Management Committee, selected by the Management Committee, shall mail and/or email to the general membership, at least twenty-eight (28) days prior to the Annual General Meeting, a slate of candidates for election to the Management Committee.
The President shall also advise by email and/or mail, at least twenty-eight (28) in advance the Annual General Meeting, the membership of the process for acceptance of any further nominations.
3. Any further nominations (with nominee’s prior consent to stand) shall be conveyed to the Nominating Committee at least twenty-one (21) days prior to the Annual General Meeting and communicated by the Nominating Committee to the Club membership by mail and/or email at least fourteen (14) days prior to the Annual General Meeting. No nominations shall be considered and presented to the membership that are not received by the Nominating Committee at least twenty-one (21) days prior to the Annual General Meeting.
4. When an election by the membership is required at anAnnual General Meeting, voting for candidates, where there is no opposing candidate for any Management Committee position for which a respective candidate is being considered, may be voted on by the membership by acclamation for the slate of all such candidates. Voting for candidates where there are two or more candidates running for a Management Committee position shall be by secret ballot with a majority of votes cast signifying a Yes vote for the candidate to whom those votes apply.
5. All terms of Management Committee positions shall commence on the date of the Annual General Meeting in which the candidates for such Management Committee positions are elected to the position by the Club membership and shall terminate on the date of the Annual General Meeting at the end of the term of such positions. The term of any candidate elected or appointed to a Management Committee position intra-term shall terminate on the same date as the original term being filled.
6. The club President shall normally serve for one (1) year but may not serve for more than two (2) consecutive years. All other members of the Management Committee, except the Vice-President or Past President will normally be eligible for re-election to a maximum of five (5) consecutive one-year terms in any one position.
7. Should a Management Committee position become vacant prior to the termination date of the position term, the Management Committee may appoint a Club member to serve out the remainder of the term of that position.
8. Under no circumstances shall the number of Management Committee members appointed by the Management Committee to fill interim vacant Committee positions exceed one-half (1/2) of the occupied Management Committee positions and one-half (1/2) of the Club officers at the time any such appointments are made.
V. CLUB EXECUTIVE
1. Officers of the Club shall have the sole authority on behalf of the Club to sign financial instruments (cash disbursements, cheques, credit/loan provisions, etc.) and material contracts and to open, close or move Club financial accounts.
2. The officers of the Club must be members of the Management Committee and occupy one or more of the following positions on the Committee:
- · President
- · Vice President
- · Treasurer
- · Secretary
- · Immediate Past President
- · Any other position considered essential to the effective operation of the Club and as recommended by the Management Committee and approved by the membership.
3. The exercise of officers’ authority may be evidenced at the time by the signature of two of the current officers of the Club who are not the same individual and must have the approval of the Management Committee where such approval has not been previously delegated to the officers.
4. At no time may the Club have fewer than three officers in place, none of whom shall be the same person.
VI. GENERAL MEETINGS
1. The Annual General Meeting of the Club membership shall be held on the regular scheduled meeting date as determined by the Clubs fiscal year end.
2. General Meetings of the Club membership shall be held on the 3rd Wednesday of the months in September, October, November, January, February, March, April and May at 10 am at the regular venue.
3. The quorum for voting at any General Meeting shall be 25% of the membership.
4. Any notice of motion, for which the Club membership shall be requested to vote, shall be communicated to the membership by means, to be selected by the Management Committee, of an email or regular mail and /or an announcement in the Club newsletter
and/or an announcement on the Club website, at least fourteen (14) days prior to the General Meeting in which the motion is to be considered and voted upon by the membership.
5. Meetings shall be conducted according to the principles of Roberts Rule of Order. A motion that receives an equal number of affirmative and negative votes shall be considered lost.
VII. FINANCIAL
1. The Treasurer shall receive record and deposit all funds of the Club in a financial institution approved by the Management Committee. The signing officers shall be any two of the Treasurer, President, Vice-President, and Past-President.
2. An annual financial review of the Club’s financial accounts, transactions and material financial commitments shall be conducted, and a report presented to the Annual General Meeting of the Club.
3. The annual financial review shall be conducted by either a qualified member of the Club who is not a member of the Management Committee; a qualified member of another PROBUS club; or a qualified member of the public. A “qualified” individual is considered someone with substantial experience in maintaining and reviewing financial accounting records and transactions.
4. Fees may be increased by an amount not to exceed $25.00 per year on the authority of the Management Committee to absorb increased costs.
VIII. ANNUAL RETURNS
1. The financial year of the Club shall be August 1st to July 31st, which will appropriately coincide with the Annual General Meeting.
2. The Secretary shall complete a PROBUS CANADA Club Update.
3. The Treasurer shall complete the PROBUS CANADA Annual Membership Renewal Form in early/mid November and submit the form and the assessment fee as per instructions on the form. PROBUS CANADA sends out the form by e-mail to club’s Gmail address in October of each year.
IX. PROFITABILITY
1. Club activities are to be budgeted without the intention of generating a profit. The financial resources of the Club shall be utilized solely for the benefit of the Club.
2. The Club may advance funds, with approval of the Management Committee, when prepayment of event tickets is required prior to collection of funds from Club members. Such advances shall be repaid to the Club.
3. An individual member of the Club must not gain from a discount, commission, gratuity, or other benefit arising from a Club activity.
X. ASSETS
1. Assets of the Club (e.g. funds, supplies, equipment, purchased services, brand, website, email accounts, newsletter) shall be used solely for the direct purposes of Club business and activities. Any Club assets in the possession of a Management Committee member whose term has expired shall be immediately conveyed to the successor for the position that person held on the Committee or to the President.
XI. AMENDMENT
1. Any bylaw may be amended by a motion receiving approval by two-thirds (2/3) majority of the members present and voting at a General Meeting, provided that such meeting has a quorum as defined in the bylaws, and provided that the notice of the motion has been given as required by under the Club’s bylaws.
2. The Club’s by-laws must be consistent with the “Standard Constitution for Local PROBUS Clubs (Canada)”.
3. The Club's bylaws shall be reviewed for possible amendments every three years (or sooner if deemed necessary by the Management Committee or the Club membership).
4. When “Standard Constitution for Local PROBUS Clubs (Canada)” updates are published by PROBUS Canada, the PROBUS Club of South London shall adopt them as being the current constitution version followed.
5. The President shall review the “Standard Constitution for Local PROBUS Clubs (Canada)” with the Management Committee within 90 days of formal issuance of revisions to that document to determine any impact such revisions may have on the operations and/or bylaws of the Club.
6. The Club President will send a complete copy of the Club’s bylaws to PROBUS Canada whenever such bylaws are amended.
Bylaws Approved by Membership: January 18, 2023